Document and Entity Information
Document and Entity Information | 3 Months Ended |
Aug. 25, 2019shares | |
Document And Entity Information [Abstract] | |
Entity Registrant Name | CONAGRA BRANDS INC. |
Entity Central Index Key | 0000023217 |
Current Fiscal Year End Date | --05-31 |
Entity Filer Category | Large Accelerated Filer |
Document Type | 10-Q |
Document Period End Date | Aug. 25, 2019 |
Document Fiscal Year Focus | 2020 |
Document Fiscal Period Focus | Q1 |
Trading Symbol | CAG |
Amendment Flag | false |
Entity Common Stock, Shares Outstanding | 486,654,153 |
Entity Emerging Growth Company | false |
Entity Small Business | false |
Entity Shell Company | false |
Entity Current Reporting Status | Yes |
Entity File Number | 1-7275 |
Entity Tax Identification Number | 470248710 |
Entity Address, Address Line One | 222 W. Merchandise Mart Plaza |
Entity Address, Address Line Two | Suite 1300 |
Entity Address, City or Town | Chicago |
Entity Address, State or Province | Illinois |
Entity Address, Postal Zip Code | 60654 |
City Area Code | (312) |
Local Phone Number | 549-5000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Earnings - USD ($) $ in Millions | 3 Months Ended | |
Aug. 25, 2019 | Aug. 26, 2018 | |
Income Statement [Abstract] | ||
Net sales | $ 2,390.7 | $ 1,834.4 |
Costs and expenses: | ||
Cost of goods sold | 1,726.2 | 1,318.9 |
Selling, general and administrative expenses | 400.8 | 257.3 |
Pension and postretirement non-service income | (9.5) | (10.2) |
Interest expense, net | 122.7 | 49 |
Income before income taxes and equity method investment earnings | 150.5 | 219.4 |
Income tax expense (benefit) | (11.5) | 57.4 |
Equity method investment earnings | 12.3 | 16.2 |
Net income | 174.3 | 178.2 |
Less: Net income attributable to noncontrolling interests | 0.5 | 0 |
Net income attributable to Conagra Brands, Inc. | $ 173.8 | $ 178.2 |
Earnings per share — basic | ||
Net income attributable to Conagra Brands, Inc. common stockholders (in dollars per share) | $ 0.36 | $ 0.45 |
Earnings per share — diluted | ||
Net income attributable to Conagra Brands, Inc. common stockholders (in dollars per share) | $ 0.36 | $ 0.45 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Income - USD ($) $ in Millions | 3 Months Ended | |
Aug. 25, 2019 | Aug. 26, 2018 | |
Net income | ||
Pre-Tax Amount | $ 162.8 | $ 235.6 |
Tax (Expense) Benefit | 11.5 | (57.4) |
Net income | 174.3 | 178.2 |
Unrealized derivative adjustments | ||
Pre-Tax Amount | (1.6) | (57.9) |
Tax (Expense) Benefit | 0.4 | 14.5 |
After-Tax Amount | (1.2) | (43.4) |
Reclassification for derivative adjustments included in net income | ||
Pre-Tax Amount | (0.8) | 0 |
Tax (Expense) Benefit | 0.2 | 0 |
After-Tax Amount | (0.6) | 0 |
Unrealized currency translation losses | ||
Pre-Tax Amount | (12.2) | (3) |
Tax (Expense) Benefit | 0.6 | 0 |
After-Tax Amount | (11.6) | (3) |
Unrealized pension and post-employment benefit obligations | ||
Pre-Tax Amount | (14.8) | (0.4) |
Tax (Expense) Benefit | 3.7 | 0 |
After-Tax Amount | (11.1) | (0.4) |
Reclassification for derivative adjustments included in net income | ||
Pre-Tax Amount | (0.4) | (0.2) |
Tax (Expense) Benefit | 0.1 | 0.1 |
After-Tax Amount | (0.3) | (0.1) |
Comprehensive income | ||
Pre-Tax Amount | 133 | 174.1 |
Tax (Expense) Benefit | 16.5 | (42.8) |
After-Tax Amount | 149.5 | 131.3 |
Comprehensive income attributable to noncontrolling interests | ||
Pre-Tax Amount | (2) | (2.1) |
Tax (Expense) Benefit | (0.2) | (0.2) |
After-Tax Amount | (2.2) | (2.3) |
Comprehensive income attributable to Conagra Brands, Inc. | ||
Pre-Tax Amount | 135 | 176.2 |
Tax (Expense) Benefit | 16.7 | (42.6) |
After-Tax Amount | $ 151.7 | $ 133.6 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Millions | Aug. 25, 2019 | May 26, 2019 |
Current assets | ||
Cash and cash equivalents | $ 64.7 | $ 236.6 |
Receivables, less allowance for doubtful accounts of $2.1 and $2.2 | 776.3 | 818.2 |
Inventories | 1,755.7 | 1,563.3 |
Prepaid expenses and other current assets | 108.7 | 93.4 |
Current assets held for sale | 22.6 | 22.3 |
Total current assets | 2,728 | 2,733.8 |
Property, plant and equipment | 4,997 | 4,952.1 |
Less accumulated depreciation | (2,649) | (2,595.8) |
Property, plant and equipment, net | 2,348 | 2,356.3 |
Goodwill | 11,462.3 | 11,460.1 |
Brands, trademarks and other intangibles, net | 4,524.8 | 4,559.5 |
Other assets | 1,140.4 | 915.5 |
Noncurrent assets held for sale | 151 | 188.6 |
Total assets | 22,354.5 | 22,213.8 |
Current liabilities | ||
Notes payable | 56 | 1 |
Current installments of long-term debt | 150.1 | 20.6 |
Accounts payable | 1,316.9 | 1,252.1 |
Accrued payroll | 96.4 | 173.7 |
Other accrued liabilities | 823.5 | 690.6 |
Total current liabilities | 2,449.9 | 2,142.6 |
Senior long-term debt, excluding current installments | 10,127.5 | 10,459.8 |
Subordinated debt | 195.9 | 195.9 |
Other noncurrent liabilities | 2,058.8 | 1,951.8 |
Total liabilities | 14,837.7 | 14,750.1 |
Common stockholders' equity | ||
Common stock of $5 par value, authorized 1,200,000,000 shares; issued 584,219,229 | 2,921.2 | 2,921.2 |
Additional paid-in capital | 2,277.5 | 2,286 |
Retained earnings | 5,118 | 5,047.9 |
Accumulated other comprehensive loss | (132.4) | (110.3) |
Less treasury stock, at cost, 97,565,076 and 98,133,747 common shares | (2,744.2) | (2,760.2) |
Total Conagra Brands, Inc. common stockholders' equity | 7,440.1 | 7,384.6 |
Noncontrolling interests | 76.7 | 79.1 |
Total stockholders' equity | 7,516.8 | 7,463.7 |
Total liabilities and stockholders' equity | 22,354.5 | 22,213.8 |
Held-for-sale, not discontinued operations | ||
Current assets | ||
Current assets held for sale | 1.2 | 0.9 |
Noncurrent assets held for sale | 19.8 | 32.4 |
Current liabilities | ||
Current liabilities held for sale | 7 | $ 4.6 |
Noncurrent liabilities held for sale | $ 5.6 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Millions | Aug. 25, 2019 | May 26, 2019 |
Statement Of Financial Position [Abstract] | ||
Allowance for doubtful accounts | $ 2.1 | $ 2.2 |
Common stock, par value (in dollars per share) | $ 5 | $ 5 |
Common stock, authorized (in shares) | 1,200,000,000 | 1,200,000,000 |
Common stock, issued (in shares) | 584,219,229 | 584,219,229 |
Treasury stock, at cost (in shares) | 97,565,076 | 98,133,747 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Millions | 3 Months Ended | |
Aug. 25, 2019 | Aug. 26, 2018 | |
Cash flows from operating activities: | ||
Net income | $ 174.3 | $ 178.2 |
Adjustments to reconcile net income to net cash flows from operating activities: | ||
Depreciation and amortization | 96.7 | 63.7 |
Asset impairment charges | 67 | 0.5 |
Loss (gain) on divestiture | (1.7) | 13.3 |
Earnings of affiliates less than (in excess of) distributions | (0.2) | 3 |
Stock-settled share-based payments expense | 10.2 | 11.4 |
Contributions to pension plans | (3.4) | (4.2) |
Pension benefit | (5.7) | (6.9) |
Other items | (2.6) | 7.4 |
Change in operating assets and liabilities excluding effects of business acquisitions and dispositions: | ||
Receivables | 41.7 | (18.9) |
Inventories | (198) | (115.1) |
Deferred income taxes and income taxes payable, net | (23.9) | 49.4 |
Prepaid expenses and other current assets | (16.1) | (24.1) |
Accounts payable | 94.3 | 50.4 |
Accrued payroll | (77.6) | (70) |
Other accrued liabilities | 48.2 | (10.8) |
Net cash flows from operating activities | 207 | 94.7 |
Cash flows from investing activities: | ||
Additions to property, plant and equipment | (106.6) | (86.1) |
Sale of property, plant and equipment | 1 | 17.2 |
Purchase of marketable securities | 16.9 | 0 |
Sale of marketable securities | 18.2 | 0 |
Proceeds from divestiture | 0 | 30.3 |
Other items | (3.2) | 0.1 |
Net cash flows from investing activities | (107.5) | (38.5) |
Cash flows from financing activities: | ||
Net short-term borrowings | 55 | 26.8 |
Repayment of long-term debt | (205.8) | 0 |
Bridge financing fees and other | 0 | 35.1 |
Payment of intangible asset financing arrangement | (13.6) | (14) |
Cash dividends paid | (103.3) | (83) |
Exercise of stock options and issuance of other stock awards, including tax withholdings | (3.1) | (2.4) |
Other items | 0 | (1.9) |
Net cash flows from financing activities | (270.8) | (109.6) |
Effect of exchange rate changes on cash and cash equivalents and restricted cash | (0.6) | 0.2 |
Net change in cash and cash equivalents and restricted cash | (171.9) | (53.2) |
Cash and cash equivalents and restricted cash at beginning of period | 237.6 | 129 |
Cash and cash equivalents and restricted cash at end of period | $ 65.7 | $ 75.8 |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Aug. 25, 2019 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The unaudited financial information reflects all adjustments, which are, in the opinion of management, necessary for a fair presentation of the results of operations, financial position, and cash flows for the periods presented. The adjustments are of a normal recurring nature, except as otherwise noted. These Condensed Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements and related notes included in the Conagra Brands, Inc. (the "Company", "Conagra Brands", "we", "us", or "our") Annual Report on Form 10-K for the fiscal year ended May 26, 2019. The results of operations for any quarter or a partial fiscal year period are not necessarily indicative of the results to be expected for other periods or the full fiscal year. Basis of Consolidation — The Condensed Consolidated Financial Statements include the accounts of Conagra Brands and all majority-owned subsidiaries. All significant intercompany investments, accounts, and transactions have been eliminated. Revenue Recognition — Our revenues primarily consist of the sale of food products which 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. Comprehensive Income — Comprehensive income includes net income, currency translation adjustments, certain derivative-related activity, and changes in prior service cost and net actuarial gains (losses) from pension (for amounts not in excess of the 10% corridor) and post-retirement 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: August 25, 2019 May 26, 2019 Currency translation losses, net of reclassification adjustments $ (99.8 ) $ (90.9 ) Derivative adjustments, net of reclassification adjustments 32.2 34.0 Pension and post-employment benefit obligations, net of reclassification adjustments (64.8 ) (53.4 ) Accumulated other comprehensive loss $ (132.4 ) $ (110.3 ) The following table summarizes the reclassifications from accumulated other comprehensive loss into income: Thirteen weeks ended Affected Line Item in the Condensed Consolidated Statement of Earnings 1 August 25, 2019 August 26, 2018 Net derivative adjustment, net of tax: Cash flow hedges $ (0.8 ) $ — Interest expense, net (0.8 ) — Total before tax 0.2 — Income tax expense $ (0.6 ) $ — Net of tax Pension and postretirement liabilities: Net prior service cost $ 0.2 $ 0.2 Pension and postretirement non-service income Net actuarial gain (1.2 ) (0.4 ) Pension and postretirement non-service income Curtailment 0.6 — Pension and postretirement non-service income (0.4 ) (0.2 ) Total before tax 0.1 0.1 Income tax expense $ (0.3 ) $ (0.1 ) Net of tax 1 Amounts in parentheses indicate income recognized in the Condensed Consolidated Statements of Earnings. Cash and cash equivalents — Cash and all highly liquid investments with an original maturity of three months or less at the date of acquisition, including short-term time deposits and government agency and corporate obligations, are classified as cash and cash equivalents. Reclassifications and other changes — Certain prior year amounts have been reclassified to conform with current year presentation. Use of Estimates — Preparation of financial statements in conformity with U.S. generally accepted accounting principles ("U.S. GAAP") requires management to make estimates and assumptions. These estimates and assumptions affect reported amounts of assets, liabilities, revenues, and expenses as reflected in the Condensed Consolidated Financial Statements. Actual results could differ from these estimates. Accounting Changes — In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-02, Leases , Topic 842 , which requires lessees to reflect most leases on their balance sheet as assets and obligations. We adopted this ASU in the first quarter of fiscal 2020 using 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 adoption date, with recognition of a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. We also elected certain practical expedients permitted under the transition guidance, including not reassessing whether existing contracts contain leases and carrying forward the historical classification of leases. The most significant impact of adoption on our Condensed Consolidated Financial Statements was the recognition of right-of-use (“ROU”) assets and lease liabilities for operating leases. Our accounting for finance leases remained substantially unchanged. Upon adoption, we had total lease assets of $238.4 million and total lease liabilities of $267.0 million. The difference is primarily due to prepaid and deferred rent balances that were reclassified to the ROU asset value. The adoption of this ASU did not result in a cumulative-effect adjustment to the opening balance of retained earnings and did not impact our Condensed Consolidated Statements of Earnings or our Condensed Consolidated Statements of Cash Flows. See Note 12 for additional information related to our lease arrangements. Recently Issued Accounting Standards Financial Instruments—Credit Losses Topic 326 Measurement of Credit Losses on Financial Instruments 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 2018-15”) , 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 | 3 Months Ended |
Aug. 25, 2019 | |
Business Combinations [Abstract] | |
ACQUISITIONS | 2. ACQUISITIONS On October 26, 2018, we acquired Pinnacle Foods Inc. ("Pinnacle"), a branded packaged foods company specializing in shelf-stable and frozen foods. 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 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 8) of $51.1 million. In connection with the acquisition, we issued long-term debt of $8.33 billion (see Note 5) (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, 2018 Cash and cash equivalents $ 47.2 Receivables 202.8 Inventories 648.8 Prepaid expenses and other current assets 14.9 Property, plant and equipment 721.0 Goodwill 7,020.9 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 (812.3 ) Other noncurrent liabilities (76.3 ) Total assets acquired and liabilities assumed $ 8,034.0 During the first quarter of fiscal 2020, we made adjustments to our initial allocations, which resulted in an increase to goodwill of $5.0 million primarily as the result of changes in the values of certain inventory, deferred income taxes, and other noncurrent liabilities as we refine our fair value estimates. These changes did not have a significant impact on our net income for the thirteen weeks ended August 25, 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 and any adjustments identified in the measurement period, which will not exceed one year from the acquisition date, will be accounted for prospectively. 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. Thirteen weeks ended August 26, 2018 Pro forma net sales $ 2,557.1 Pro forma net income attributable to Conagra Brands, Inc. $ 206.3 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 and Pinnacle of $7.5 million and $11.1 million, respectively, for the first quarter of fiscal 2019 were excluded from the pro forma results. • Non-recurring expense of $5.6 million for the first quarter of fiscal 2019 related to securing bridge financing for the acquisition was excluded from the pro forma results |
DIVESTITURES AND ASSETS HELD FO
DIVESTITURES AND ASSETS HELD FOR SALE | 3 Months Ended |
Aug. 25, 2019 | |
Discontinued Operations And Disposal Groups [Abstract] | |
DIVESTITURES AND ASSETS HELD FOR SALE | 3. DIVESTITURES AND ASSETS HELD FOR SALE DSD Snacks Business On September 11, 2019, subsequent to the end of the first quarter of fiscal 2020, we entered into a definitive agreement to sell our direct store delivery (“DSD”) snacks business, which is part of our Grocery & Snacks segment. The transaction is subject to customary closing conditions and is expected to be completed before the end of the calendar year In connection with the pending sale of our DSD snacks business, we recognized an impairment charge of $31.4 million within selling, general and administrative (“SG&A”) expenses in the first quarter of fiscal 2020. The assets and liabilities classified as held for sale reflected in our Condensed Consolidated Balance Sheets related to the DSD snacks business were as follows: August 25, 2019 May 26, 2019 Current assets $ 21.4 $ 21.4 Noncurrent assets (including goodwill of $3.2 million and $34.6 million, respectively) 131.2 156.2 Current liabilities 7.0 4.6 Noncurrent liabilities 5.6 — Other Divestitures During the fourth quarter of fiscal 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 During the fourth quarter of fiscal 2019, we completed the sale of our Wesson ® During the first quarter of fiscal 2019, we completed the sale of our Del Monte ® Other Assets Held for Sale In August 2019, we initiated a plan to sell a production facility and certain equipment within our Grocery & Snacks segment. These assets have been reclassified as assets held for sale within our Condensed Consolidated Balance Sheets for all periods presented. In connection with this planned divestiture, we recognized an impairment charge of $11.9 million within SG&A expenses in the first quarter of fiscal 2020. This expense has been included in restructuring activities. In addition, we are actively marketing certain other assets. These assets have been reclassified as assets held for sale within our Condensed Consolidated Balance Sheets for all periods presented. The assets classified as held for sale reflected in our Condensed Consolidated Balance Sheets were as follows: August 25, 2019 May 26, 2019 Current assets $ 1.2 $ 0.9 Noncurrent assets (including goodwill of $4.9 million at May 26, 2019) 19.8 32.4 |
RESTRUCTURING ACTIVITIES
RESTRUCTURING ACTIVITIES | 3 Months Ended |
Aug. 25, 2019 | |
Restructuring And Related Activities [Abstract] | |
RESTRUCTURING ACTIVITIES | 4. RESTRUCTURING ACTIVITIES Pinnacle Integration Restructuring Plan In December We anticipate that we will recognize the following pre-tax expenses in association with the Pinnacle Integration Restructuring Plan (amounts include charges recognized from plan inception through the first quarter of fiscal 2020): Grocery & Snacks Refrigerated & Frozen International Corporate Total Accelerated depreciation $ — $ 0.6 $ — $ — $ 0.6 Other cost of goods sold 1.6 3.5 0.7 — 5.8 Total cost of goods sold 1.6 4.1 0.7 — 6.4 Severance and related costs — — 1.5 116.6 118.1 Asset impairment (net of gains on disposal) 0.2 — — 3.6 3.8 Accelerated depreciation — — — 8.2 8.2 Contract/lease termination — — 0.7 16.3 17.0 Consulting/professional fees — — 0.5 92.8 93.3 Other selling, general and administrative expenses — — 0.1 14.0 14.1 Total selling, general and administrative expenses 0.2 — 2.8 251.5 254.5 Consolidated total $ 1.8 $ 4.1 $ 3.5 $ 251.5 $ 260.9 During the first quarter of fiscal 2020 , we recognized the following pre-tax expenses for the Pinnacle Integration Restructuring Plan: Grocery & Snacks Refrigerated & Frozen International Corporate Total Accelerated depreciation $ — $ 0.1 $ — $ — $ 0.1 Other cost of goods sold 0.1 — — — 0.1 Total cost of goods sold 0.1 0.1 — — 0.2 Severance and related costs — — 0.2 3.7 3.9 Asset impairment (net of gains on disposal) 0.2 — — 3.6 3.8 Accelerated depreciation — — — 1.8 1.8 Contract/lease termination — — (0.1 ) 7.7 7.6 Consulting/professional fees — — 0.3 7.4 7.7 Other selling, general and administrative expenses — — — 2.7 2.7 Total selling, general and administrative expenses 0.2 — 0.4 26.9 27.5 Consolidated total $ 0.3 $ 0.1 $ 0.4 $ 26.9 $ 27.7 Included in the above results are $25.5 million of charges that have resulted or will result in cash outflows and $2.2 million in non-cash charges. We recognized the following cumulative (plan inception to August 25, 2019) pre-tax expenses for the Pinnacle Integration Restructuring Plan related to our continuing operations in our Condensed Consolidated Statement of Operations: Grocery & Snacks Refrigerated & Frozen International Corporate Total Accelerated depreciation $ — $ 0.1 $ — $ — $ 0.1 Other cost of goods sold 1.6 1.5 0.7 — 3.8 Total cost of goods sold 1.6 1.6 0.7 — 3.9 Severance and related costs — — 1.5 114.5 116.0 Asset impairment (net of gains on disposal) 0.2 — — 3.6 3.8 Accelerated depreciation — — — 6.5 6.5 Contract/lease termination — — 0.7 8.0 8.7 Consulting/professional fees — — 0.5 45.5 46.0 Other selling, general and administrative expenses — — 0.1 10.9 11.0 Total selling, general and administrative expenses 0.2 — 2.8 189.0 192.0 Consolidated total $ 1.8 $ 1.6 $ 3.5 $ 189.0 $ 195.9 Included in the above results are $189.0 million of charges that have resulted or will result in cash outflows and $6.9 million in non-cash charges. Liabilities recorded for the Pinnacle Integration Restructuring Plan and changes therein for the first quarter of fiscal 2020 were as follows: Balance at May 26, 2019 Costs Incurred and Charged to Expense Costs Paid or Otherwise Settled Changes in Estimates Balance at August 25, 2019 Severance and related costs $ 76.9 $ 3.9 $ (23.7 ) $ — $ 57.1 Contract termination 1.0 3.0 (1.0 ) — 3.0 Consulting/professional fees 18.4 7.7 (14.7 ) — 11.4 Other costs 1.2 2.7 (2.5 ) — 1.4 Total $ 97.5 $ 17.3 $ (41.9 ) $ — $ 72.9 Conagra Restructuring Plan In the third quarter of fiscal 2019, management initiated a new restructuring plan (the "Conagra Restructuring Plan") for costs incurred in connection with actions taken to improve SG&A expense effectiveness and efficiencies and to optimize our supply chain network. Although we remain unable to make good faith estimates relating to the entire Conagra Restructuring Plan, we are reporting on actions initiated through the end of the first quarter of fiscal 2020 , 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 have incurred or expect to incur $ 98.4 million of charges ($ 32.1 million of cash charges and $ 66.3 million of non-cash charges) for actions identified to date under the Conagra Restructuring Plan. In the first quarter of fiscal 2020, we recognized charges of $ 21.1 million in association with the Conagra Restructuring Plan. We expect to incur costs related to the Conagra Restructuring Plan over a multi-year period . We anticipate that we will recognize the following pre-tax expenses in association with the Conagra Restructuring Plan (amounts include charges recognized from plan inception through the first quarter of fiscal 2020): Grocery & Snacks Refrigerated & Frozen International Corporate Total Accelerated depreciation $ 47.5 $ 1.7 $ — $ — $ 49.2 Other cost of goods sold 9.0 0.1 — — 9.1 Total cost of goods sold 56.5 1.8 — — 58.3 Severance and related costs 11.1 0.6 1.8 0.2 13.7 Asset impairment (net of gains on disposal) 11.9 — — — 11.9 Contract/lease termination 0.2 — — 0.1 0.3 Other selling, general and administrative expenses 12.3 1.3 — — 13.6 Total selling, general and administrative expenses 35.5 1.9 1.8 0.3 39.5 Total $ 92.0 $ 3.7 $ 1.8 $ 0.3 $ 97.8 Pension and postretirement non-service income 0.6 Consolidated total $ 98.4 During the first quarter of fiscal 2020, we recognized the following pre-tax expenses for the Conagra Restructuring Plan: Grocery & Snacks Refrigerated & Frozen International Corporate Total Accelerated depreciation $ 3.9 $ 0.4 $ — $ — $ 4.3 Total cost of goods sold 3.9 0.4 — — 4.3 Severance and related costs 3.0 0.1 0.9 — 4.0 Asset impairment (net of gains on disposal) 11.9 — — — 11.9 Contract/lease termination — — — 0.1 0.1 Other selling, general and administrative expenses 0.2 — — — 0.2 Total selling, general and administrative expenses 15.1 0.1 0.9 0.1 16.2 Total $ 19.0 $ 0.5 $ 0.9 $ 0.1 $ 20.5 Pension and postretirement non-service income 0.6 Consolidated total $ 21.1 Included in the above results are $4.9 million of charges that have resulted or will result in cash outflows and $16.2 million in non-cash charges. We recognized the following cumulative (plan inception to August 25, 2019) pre-tax expenses for the Conagra Restructuring Plan related to our continuing operations in our Condensed Consolidated Statement of Operations: Grocery & Snacks Refrigerated & Frozen International Corporate Total Accelerated depreciation $ 3.9 $ 1.2 $ — $ — $ 5.1 Total cost of goods sold 3.9 1.2 — — 5.1 Severance and related costs 3.0 0.6 1.6 0.2 5.4 Asset impairment (net of gains on disposal) 11.9 — — — 11.9 Contract/lease termination — — — 0.1 0.1 Other selling, general and administrative expenses 0.2 — — — 0.2 Total selling, general and administrative expenses 15.1 0.6 1.6 0.3 17.6 Total $ 19.0 $ 1.8 $ 1.6 $ 0.3 $ 22.7 Pension and postretirement non-service income 0.6 Consolidated total $ 23.3 Included in the above results are $6.3 million of charges that have resulted or will result in cash outflows and $17.0 million in non-cash charges. Liabilities recorded for the Conagra Restructuring Plan and changes therein for the first quarter of fiscal 2020 were as follows: Balance at May 26, 2019 Costs Incurred and Charged to Expense Costs Paid or Otherwise Settled Changes in Estimates Balance at August 25, 2019 Severance and related costs $ 1.2 $ 4.1 $ (0.1 ) $ (0.1 ) $ 5.1 Contract termination — 0.1 (0.1 ) — — Other costs — 0.2 (0.2 ) — — Total $ 1.2 $ 4.4 $ (0.4 ) $ (0.1 ) $ 5.1 Supply Chain and Administrative Efficiency Plan As of August 25, 2019, we had substantially completed our restructuring activities related to our Supply Chain and Administrative Efficiency Plan (the "SCAE Plan"). In the first quarter of fiscal 2020 and 2019, we recognized charges of $1.3 million and $0.6 million, respectively, in connection with the SCAE Plan. We have recognized $471.2 million in pre-tax expenses ($103.3 million in cost of goods sold, $365.6 million in SG&A expenses, and $2.3 million in pension and postretirement non-service income) from the inception of the SCAE Plan through August 25, 2019, related to our continuing operations. Included in these results were $320.9 million of cash charges and $150.3 million of non-cash charges. Our total pre-tax expenses for the SCAE Plan related to our continuing operations are expected to be $471.9 million ($321.6 million of cash charges and $150.3 million of non-cash charges). |
LONG-TERM DEBT AND REVOLVING CR
LONG-TERM DEBT AND REVOLVING CREDIT FACILITY | 3 Months Ended |
Aug. 25, 2019 | |
Debt Disclosure [Abstract] | |
LONG-TERM DEBT AND REVOLVING CREDIT FACILITY | 5. LONG-TERM DEBT AND REVOLVING CREDIT FACILITY Revolving Credit Facility At August 25, 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. As of August 25, 2019, there were no outstanding borrowings under the Revolving Credit Facility. 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 $5.6 million for the first quarter of fiscal 2019 as a result of this amortization. During the second quarter of fiscal 2019, to finance a portion of our acquisition of Pinnacle, we issued senior unsecured notes in an aggregate principal amount of $7.025 billion. We issued the 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. During the second quarter of fiscal 2019, to finance a portion of our acquisition of Pinnacle, we also borrowed $1.30 billion under 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. Our 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 will 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 the first quarter of fiscal 2020, we repaid $200.0 million of our borrowings under the Term Loan Agreement, which repayment consisted of $100.0 million of the three-year tranche loans and $100.0 million of the five-year tranche loans. The remaining balance under the Term Loan Agreement as of August 25, 2019 was $200.0 million, which consisted of $100.0 million of the three-year tranche loans and $100.0 million of the five-year tranche loans. In the first quarter of fiscal 2019, we entered into a deal-contingent forward starting interest rate swap contracts (see Note 7) to hedge a portion of the interest rate risk related to our anticipated issuance of long-term debt to help finance the Pinnacle acquisition. During the second quarter of fiscal 2019, we terminated the interest rate swap contracts and received proceeds of $47.5 million. This gain was deferred in accumulated other comprehensive income and is being amortized as a reduction of interest expense over the lives of the related debt instruments. During the first quarter of fiscal 2020, our net interest expense was reduced by $0.9 million due to the impact of these interest rate swap contracts. General The Revolving Credit Facility 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 August 25, 2019, we were in compliance with all financial covenants under the Revolving Credit Facility and the Term Loan Agreement. Net interest expense consists of: Thirteen weeks ended August 25, 2019 August 26, 2018 Long-term debt $ 124.3 $ 42.9 Short-term debt 0.5 7.5 Interest income (0.6 ) (0.6 ) Interest capitalized (1.5 ) (0.8 ) $ 122.7 $ 49.0 Our accrued interest was $146.9 million and $61.3 million as of August 25, 2019 and May 26, 2019, respectively. |
GOODWILL AND OTHER IDENTIFIABLE
GOODWILL AND OTHER IDENTIFIABLE INTANGIBLE ASSETS | 3 Months Ended |
Aug. 25, 2019 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
GOODWILL AND OTHER IDENTIFIABLE INTANGIBLE ASSETS | 6. GOODWILL AND OTHER IDENTIFIABLE INTANGIBLE ASSETS The change in the carrying amount of goodwill for the first quarter of fiscal 2020, excluding amounts classified as held for sale (see Note 3), was as follows: Grocery & Snacks Refrigerated & Frozen International Foodservice Total Balance as of May 26, 2019 $ 4,746.7 $ 5,661.7 $ 299.0 $ 752.7 $ 11,460.1 Purchase accounting adjustments 1.2 3.8 — — 5.0 Currency translation — — (2.8 ) — (2.8 ) Balance as of August 25, 2019 $ 4,747.9 $ 5,665.5 $ 296.2 $ 752.7 $ 11,462.3 Other identifiable intangible assets, excluding amounts classified as held for sale, were as follows: August 25, 2019 May 26, 2019 Gross Carrying Amount Accumulated Amortization Gross Carrying Amount Accumulated Amortization Non-amortizing intangible assets $ 3,557.7 $ — $ 3,577.7 $ — Amortizing intangible assets 1,242.9 275.8 1,242.5 260.7 $ 4,800.6 $ 275.8 $ 4,820.2 $ 260.7 In the first quarter of fiscal 2020, we reorganized our reporting segments to incorporate the Pinnacle business into our legacy reporting segments, to reflect how the business is now being managed. Accordingly, we reassigned goodwill from the legacy Pinnacle segment to the applicable reporting units of the legacy Conagra segments, consistent with the Company’s new management structure. The allocation of goodwill to Grocery & Snacks, Refrigerated & Frozen, International, and Foodservice was $2.19 billion, $4.58 billion, $58.5 million, and $181.6 million, respectively. We tested goodwill for impairment both prior to and subsequent to the reallocation of Pinnacle goodwill and there were no impairments of goodwill. Such impairment tests are performed by estimating the fair value of each reporting unit and comparing that to the carrying amount of the net assets of the applicable reporting unit. If the estimated fair value of a reporting unit is less than its carrying value, such deficit is recognized as an impairment of goodwill. Fair value is typically estimated using a discounted cash flow analysis which requires us to estimate the future cash flows as well as to select a risk-adjusted discount rate to measure the present value of the anticipated cash flows. When determining future cash flow estimates, we consider historical results adjusted to reflect current and anticipated operating conditions. We estimate cash flows for a reporting unit over a discrete period (typically five years) and a terminal period (considering expected long-term growth rates and trends). With the assistance of a third-party valuation specialist, we used a discount rate for our domestic reporting units of 7% and rates ranging from 8% to 11% for our International reporting units. We used terminal growth rates between 1% and 2% for all reporting units (excluding one international reporting unit with a 3% terminal growth rate). Estimating the fair value of individual reporting units requires us to make assumptions and estimates in such areas as future economic conditions, industry-specific conditions, product pricing, and necessary capital expenditures. The use of different assumptions or estimates for future cash flows, discount rates, or terminal growth rates could produce substantially different estimates of the fair value of the reporting units. Several of our reporting units have an estimated fair value substantially in excess of the carrying value. Three of our reporting units with aggregate goodwill of $3.5 billion have an estimated fair value that exceed the respective carrying value as follows: Carrying Value of Goodwill Excess Fair Value as of Fiscal 2020 Test Date Sides, Components, Enhancers (part of Refrigerated & Frozen segment) $ 2,636.6 18.1 % Foodservice 752.7 36.7 % Canada (part of International segment) 96.2 32.0 % If our future cash flow projections and other fair value assumptions for these reporting units change, we may be subject to potential impairment in subsequent quarters. For our non-amortizing intangible assets, which are comprised of brands and trademarks, we use a “relief from royalty” methodology in estimating fair value. During the first quarter of fiscal 2020, we recorded impairment charges totaling $19.3 million within our Refrigerated & Frozen segment and Grocery & Snacks segment for certain brands for which management changed its business strategy and that continued to have lower than expected sales and profit margins. This impairment was included within SG&A expenses. Amortizing intangible assets, carrying a remaining weighted average life of approximately 20 years, are principally composed of customer relationships and acquired intellectual property. Amortization expense was $15.0 million and $8.3 million for the first quarter of fiscal 2020 and 2019, respectively. Based on amortizing assets recognized in our Condensed Consolidated Balance Sheet as of August 25, 2019, amortization expense is estimated to average $58.0 million for each of the next five years. |
DERIVATIVE FINANCIAL INSTRUMENT
DERIVATIVE FINANCIAL INSTRUMENTS | 3 Months Ended |
Aug. 25, 2019 | |
Derivative Instruments And Hedging Activities Disclosure [Abstract] | |
DERIVATIVE FINANCIAL INSTRUMENTS | 7. DERIVATIVE FINANCIAL INSTRUMENTS Our operations are exposed to market risks from adverse changes in commodity prices affecting the cost of raw materials and energy, foreign currency exchange rates, and interest rates. In the normal course of business, these risks are managed through a variety of strategies, including the use of derivatives. Commodity and commodity index futures and option contracts are used from time to time to economically hedge commodity input prices on items such as natural gas, vegetable oils, proteins, packaging materials, dairy, grains, and electricity. Generally, we economically hedge a portion of our anticipated consumption of commodity inputs for periods of up to 36 months. We may enter into longer-term economic hedges on particular commodities, if deemed appropriate. As of August 25, 2019, we had economically hedged certain portions of our anticipated consumption of commodity inputs using derivative instruments with expiration dates through October 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 August 25, 2019, we had economically hedged certain portions of our foreign currency risk in anticipated transactions using derivative instruments with expiration dates through May 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 the first quarter of fiscal 2019, we entered into deal-contingent forward starting interest rate swap contracts to hedge a portion of the interest rate risk related to our issuance of long-term debt to help finance the acquisition of Pinnacle. We settled these contracts during the second quarter of fiscal 2019 and deferred a $47.5 million gain in accumulated other comprehensive income. This gain will be amortized as a reduction of interest expense over the lives of the related debt instruments. The unamortized amount at August 25, 2019 was $44.6 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 our balance sheets at fair value (refer to Note 16 for additional information related to fair value measurements). The fair value of derivative assets is recognized within prepaid expenses and other current assets, while the fair value of derivative liabilities is recognized within other accrued liabilities. In accordance with U.S. GAAP, we offset certain derivative asset and liability balances, as well as certain amounts representing rights to reclaim cash collateral and obligations to return cash collateral, where master netting agreements provide for legal right of setoff. At August 25, 2019 and May 26, 2019, $1.4 million, representing a right to reclaim cash collateral, and $0.1 million, representing an obligation to return cash collateral, respectively, were included in prepaid expenses and other current assets in our Condensed Consolidated Balance Sheets. Derivative assets and liabilities and amounts representing a right to reclaim cash collateral or an obligation to return cash collateral were reflected in our Condensed Consolidated Balance Sheets as follows: August 25, 2019 May 26, 2019 Prepaid expenses and other current assets $ 2.6 $ 5.9 Other accrued liabilities 1.2 1.4 The following table presents our derivative assets and liabilities, at August 25, 2019, on a gross basis, prior to the setoff of $1.4 million to total derivative assets and $2.5 million to total derivative liabilities where legal right of setoff existed: Derivative Assets Derivative Liabilities Balance Sheet Location Fair Value Balance Sheet Location Fair Value Commodity contracts Prepaid expenses and other current assets $ 0.7 Other accrued liabilities $ 3.1 Foreign exchange contracts Prepaid expenses and other current assets 0.5 Other accrued liabilities 0.6 Total derivatives not designated as hedging instruments $ 1.2 $ 3.7 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 location and amount of gains (losses) from derivatives not designated as hedging instruments in our Condensed Consolidated Statements of Earnings were as follows: Location in Condensed Consolidated Gains (Losses) Recognized on Derivatives in Condensed Consolidated Statements of Earnings for the Thirteen Weeks Ended Derivatives Not Designated as Hedging Instruments Statements of Earnings of Gains (Losses) Recognized on Derivatives August 25, 2019 August 26, 2018 Commodity contracts Cost of goods sold $ (6.4 ) $ (7.0 ) Foreign exchange contracts Cost of goods sold (0.9 ) 0.5 Total losses from derivative instruments not designated as hedging instruments $ (7.3 ) $ (6.5 ) As of August 25, 2019, our open commodity contracts had a notional value (defined as notional quantity times market value per notional quantity unit) of $62.7 million and $14.8 million for purchase and sales contracts, respectively. As of May 26, 2019, our open commodity contracts had a notional value of $140.1 million and $18.5 million for purchase and sales contracts, respectively. The notional amount of our foreign currency forward contracts as of August 25, 2019 and May 26, 2019 was $99.8 million and $88.2 million, respectively. We enter into certain commodity, interest rate, and foreign exchange derivatives with a diversified group of counterparties. We continually monitor our positions and the credit ratings of the counterparties involved and limit the amount of credit exposure to any one party. These transactions may expose us to potential losses due to the risk of nonperformance by these counterparties. We have not incurred a material loss due to nonperformance in any period presented and do not expect to incur any such material loss. We also enter into futures and options transactions through various regulated exchanges. At August 25, 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 $0.7 million. |
SHARE-BASED PAYMENTS
SHARE-BASED PAYMENTS | 3 Months Ended |
Aug. 25, 2019 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
SHARE-BASED PAYMENTS | 8. SHARE-BASED PAYMENTS For the first quarter of fiscal 2020 and 2019, we recognized total stock-based compensation expense (including stock options, restricted stock units, cash-settled restricted stock units, performance shares, performance-based restricted stock units, and cash-settled stock appreciation rights) of $11.9 million and $12.3 million, respectively. Included in the total stock-based compensation for the first quarter of fiscal 2020 is expense of $0.3 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 s tock . In the first quarter of fiscal 2020 , we granted 1.2 million restricted stock units at a weighted average grant date price of $ 28.20 and 0.6 million performance shares at a weighted average grant date price of $ 28.41 . During the second quarter of fiscal 2019, in connection with the completion of the Pinnacle acquisition, we granted the following awards to Pinnacle employees in replacement of their unvested equity awards that were outstanding as of the closing date: (1) 2.0 million cash-settled share unit awards at a grant date fair value of $36.37 per share unit and (2) 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. Approximately $51.1 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 August 25, 2019, the liability of the replacement awards was $7.9 million, which includes post-combination service expense, the mark-to-market of the liability, and the impact of payouts since the acquisition. Post-combination expense of approximately $2.3 million, based on the market price of shares of Conagra Brands common stock as of August 25, 2019, is expected to be recognized related to the replacement awards over the remaining post-combination service period of approximately two years. Performance shares are granted to selected executives and other key employees with vesting contingent upon meeting various Company-wide performance goals. The performance goals for the three-year performance periods ending in fiscal 2020 (the “2020 performance period”), fiscal 2021 (the “2021 performance period”), and fiscal 2022 (the “2022 performance period”) are based on our diluted earnings per share ("EPS") compound annual growth rate, subject to certain adjustments, measured over the defined performance periods. 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 pay out can be made to such participants on the performance shares. For each of the 2020 performance period, 2021 performance period, and 2022 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. |
EARNINGS PER SHARE
EARNINGS PER SHARE | 3 Months Ended |
Aug. 25, 2019 | |
Earnings Per Share [Abstract] | |
EARNINGS PER SHARE | 9. EARNINGS PER SHARE Basic earnings per share is calculated on the basis of weighted average outstanding shares of common stock. Diluted earnings per share is computed on the basis of basic weighted average outstanding shares of common stock adjusted for the dilutive effect of stock options, restricted stock unit awards, and other dilutive securities. The following table reconciles the income and average share amounts used to compute both basic and diluted earnings per share: Thirteen weeks ended August 25, 2019 August 26, 2018 Net income attributable to Conagra Brands, Inc. common stockholders $ 173.8 $ 178.2 Weighted average shares outstanding: Basic weighted average shares outstanding 486.8 391.7 Add: Dilutive effect of stock options, restricted stock unit awards, and other dilutive securities 1.1 2.4 Diluted weighted average shares outstanding 487.9 394.1 For the first quarter of fiscal 2020 and 2019, there were 2.1 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 | 3 Months Ended |
Aug. 25, 2019 | |
Inventory Disclosure [Abstract] | |
INVENTORIES | 10. INVENTORIES The major classes of inventories were as follows: August 25, 2019 May 26, 2019 Raw materials and packaging $ 263.7 $ 273.7 Work in process 155.8 126.9 Finished goods 1,268.1 1,095.6 Supplies and other 68.1 67.1 Total $ 1,755.7 $ 1,563.3 |
INCOME TAXES
INCOME TAXES | 3 Months Ended |
Aug. 25, 2019 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | 11. INCOME TAXES Income tax expense for the first quarter of fiscal 2020 and 2019 was a benefit of $11.5 million and expense of $57.4 million, respectively. The effective tax rate (calculated as the ratio of income tax expense to pre-tax income, inclusive of equity method investment earnings) was (7.0)% and 24.4% for the first quarter of fiscal 2020 and 2019, respectively. The effective tax rate in the first quarter of fiscal 2020 reflects the following: • additional tax expense associated with non-deductible goodwill related to assets held for sale, for which an impairment charge was recognized, • a tax benefit resulting from state law changes, • a benefit from the settlement of tax issues that were previously reserved, • an additional benefit due to a change in the deferred state tax rates relating to the integration of Pinnacle activity for tax purposes, and • an income tax benefit associated with a tax planning strategy that will allow us to utilize certain state tax attributes. The effective tax rate in the first quarter of fiscal 2019 reflects the following: • the impact of the Tax Cuts and Jobs Act of 2017, including a reduction in the statutory federal income tax rate to 21%, partially offset by the repeal of the deduction for domestic manufacturing activities, changes in deductibility of executive compensation and the effect of the global intangible low-tax income inclusion, • the impact of foreign restructuring resulting in a benefit related to undistributed foreign earnings for which the indefinite reinvestment assertion is no longer made, • additional tax expense on the repatriation of certain foreign earnings, • additional tax expense on non-deductible facilitative costs associated with the planned acquisition of Pinnacle, and • an income tax benefit allowed upon the vesting/exercise of employee stock compensation awards by our employees, beyond that which is attributable to the original fair value of the awards upon the date of grant. The amount of gross unrecognized tax benefits for uncertain tax positions was $39.6 million as of August 25, 2019 and $44.1 million as of May 26, 2019. Included in those amounts was $1.0 million for tax positions for which the ultimate deductibility is highly certain but for which there is uncertainty about the timing of such deductibility. The gross unrecognized tax benefits excluded related liabilities for gross interest and penalties of $7.3 million and $11.7 million as of August 25, 2019 and May 26, 2019, respectively. The net amount of unrecognized tax benefits at August 25, 2019 and May 26, 2019 that, if recognized, would impact the Company's effective tax rate was $33.8 million and $37.3 million, respectively. Included in those amounts is $6.7 million that would be reported in discontinued operations. Recognition of these tax benefits would have a favorable impact on the Company's effective tax rate. We estimate that it is reasonably possible that the amount of gross unrecognized tax benefits will decrease by up to $15.9 million over the next twelve months due to various federal, state, and foreign audit settlements and the expiration of statutes of limitations. As of August 25, 2019 and May 26, 2019, we had a deferred tax asset of $688.9 million and $687.1 million, respectively, that was generated from the capital loss realized on the sale of the Private Brands operations with corresponding valuation allowances of $688.9 million and $687.1 million, respectively, to reflect the uncertainty regarding the ultimate realization of the tax asset. We have not provided any deferred taxes on undistributed earnings of our foreign subsidiaries. Deferred taxes will be provided for earnings of non-U.S. affiliates and associated companies when we determine that such earnings are no longer indefinitely reinvested and will result in a tax liability upon distribution. |
LEASES
LEASES | 3 Months Ended |
Aug. 25, 2019 | |
Leases [Abstract] | |
LEASES | 12. LEASES We have operating and finance leases of certain warehouses, plants, land, office space, production and distribution equipment, automobiles, and office equipment. We determine whether an agreement is or contains a lease at lease inception. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. As most of our leases do not provide an implicit interest rate, we calculate the lease liability at lease commencement as the present value of unpaid lease payments using our estimated incremental borrowing rate. The incremental borrowing rate represents the rate of interest that we would have to pay to borrow an amount equal to the lease payments on a collateralized basis over a similar term and is determined using a portfolio approach based on information available at the commencement date of the lease. We account for lease and non-lease components of an agreement separately based on relative standalone prices for all underlying asset classes. Any lease arrangements with an initial term of 12 months or less are not recorded on our Condensed Consolidated Balance Sheet. We recognize lease cost for these lease arrangements on a straight-line basis over the lease term. Our lease terms may include options to extend or terminate the lease. We consider these options in determining the lease term used to establish our ROU asset and lease liabilities. A limited number of our lease agreements include rental payments adjusted periodically for inflation. Our lease agreements do not contain any material residual value guarantees or material restrictive covenants. Leases reported in our Condensed Consolidated Balance Sheet as of August 25, 2019, are as follows, excluding balances related to assets and liabilities classified as held for sale: Operating Leases Balance Sheet Location August 25, 2019 ROU assets, net Other assets $ 229.3 Lease liabilities (current) Other accrued liabilities 53.1 Lease liabilities (noncurrent) Other noncurrent liabilities 212.4 Finance Leases Balance Sheet Location August 25, 2019 ROU assets, at cost Property, plant and equipment $ 213.2 Less accumulated depreciation Less accumulated depreciation (44.6 ) ROU assets, net Property, plant and equipment, net 168.6 Lease liabilities (current) Current installments of long-term debt 20.1 Lease liabilities (noncurrent) Senior long-term debt, excluding current installments 140.8 The components of total lease cost for the first quarter of fiscal 2020 were as follows: Lease cost Thirteen weeks ended August 25, 2019 Operating lease cost $ 18.0 Finance lease cost Depreciation of leased assets 3.8 Interest on lease liabilities 2.3 Short-term lease costs 0.7 Total lease cost $ 24.8 We recognized accelerated operating lease cost of $4.6 million and impairments of ROU assets of $3.6 million within SG&A expenses in the first quarter of fiscal 2020. These charges are included in the Pinnacle Integration Restructuring Plan. The weighted-average remaining lease terms and weighted-average discount rate for our leases as of August 25, 2019, are as follows: Operating Leases Finance Leases Weighted-average remaining lease term (in years) 8.2 8.6 Weighted-average discount rate 3.62 % 5.40 % Cash flows arising from lease transactions for the first quarter of fiscal 2020 were as follows: Thirteen weeks ended August 25, 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash outflows from operating leases $ 13.9 Operating cash outflows from finance leases 2.8 Financing cash outflows from finance leases 5.8 ROU assets obtained in exchange for new lease liabilities: Operating leases 16.6 Finance leases 1.3 Maturities of lease liabilities by fiscal year as of August 25, 2019, are as follows (inclusive of amounts classified as held for sale): Operating Leases Finance Leases Total 2020 (remaining year) $ 42.5 $ 21.3 $ 63.8 2021 54.5 28.8 83.3 2022 41.0 27.4 68.4 2023 34.4 22.3 56.7 2024 26.0 17.9 43.9 Later years 125.1 90.1 215.2 Total lease payments 323.5 207.8 531.3 Less: Imputed interest (50.9 ) (46.9 ) (97.8 ) Total lease liabilities $ 272.6 $ 160.9 $ 433.5 We have entered into lease agreements for certain facilities and equipment with payments totaling $32.4 million that have not yet commenced as of August 25, 2019. A summary of non-cancelable operating lease commitments as of May 26, 2019 is as follows: 2020 $ 52.1 2021 48.4 2022 38.0 2023 34.1 2024 25.6 Later years 114.4 $ 312.6 Rent expense under all operating leases was $83.5 million in fiscal 2019. This amount is inclusive of certain charges recognized at the cease use date for remaining lease payments associated with exited properties. |
CONTINGENCIES
CONTINGENCIES | 3 Months Ended |
Aug. 25, 2019 | |
Commitments And Contingencies Disclosure [Abstract] | |
CONTINGENCIES | 13. 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 was approved by the trial court on July 24, 2019, and the action against ConAgra Grocery Products was dismissed with prejudice. Pursuant to the settlement, ConAgra Grocery Products will pay a total of $101.7 million in seven installments to be paid annually from fiscal 2020 through fiscal 2026. 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 $25.0 million and $74.1 million, within other accrued liabilities and other noncurrent liabilities, respectively, for this matter as of August 25, 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. Wesson ® 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 We are party to a number of matters asserting product liability claims against the Company related to certain Pam ® The Company, its directors, and several of its executive officers are defendants in several class actions alleging violations of federal securities laws. The lawsuits assert that the Company's officers made material misstatements and omissions that caused the market to have an unrealistically positive assessment of the Company's financial prospects in light of the acquisition of Pinnacle, thus causing the Company's securities to be overvalued prior to the release of the Company's consolidated financial results on December 20, 2018 for the second quarter of fiscal year 2019. The first of these lawsuits, captioned West Palm Beach Firefighters' Pension Fund v. Conagra Brands, Inc., et al. Klein v. Arora, et al. Opperman v. Connolly, et al. Dahl v. Connolly, et al. Klein v. Arora, et al. 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, polycholorinated biphenyls, acids, lead, sulfur, tannery wastes, and/or other contaminants. Reserves for these Beatrice environmental proceedings have been established based on our best estimate of the undiscounted remediation liabilities, which estimates include evaluation of investigatory studies, extent of required clean-up, the known volumetric contribution of Beatrice and other potentially responsible parties, and its experience in remediating sites. The accrual for Beatrice-related environmental matters totaled $52.1 million as of August 25, 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 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 obligation is substituted for guarantees issued by Lamb Weston. Pursuant to the separation and distribution agreement, dated as of November 8, 2016 (the "Separation Agreement"), between us and Lamb Weston, this guarantee arrangement is deemed a liability of Lamb Weston that was transferred to Lamb Weston as part of the Spinoff. Accordingly, in the event that we are required to make any payments as a result of this guarantee arrangement, Lamb Weston is obligated to indemnify us for any such liability, reduced by any insurance proceeds received by us, in accordance with the terms of the indemnification provisions under the Separation Agreement. Lamb Weston is a party to an agricultural sublease agreement with a third party for certain farmland through 2020 (subject, at Lamb Weston's option, to extension for two additional five-year periods). Under the terms of the sublease agreement, Lamb Weston is required to make certain rental payments to the sublessor. We have guaranteed the sublessor Lamb Weston's performance and the payment of all amounts (including indemnification obligations) owed by Lamb Weston under the sublease agreement, up to a maximum of $ 75.0 million. We believe the farmland associated with this sublease agreement is readily marketable for lease to other area farming operators. As such, we believe that any financial exposure to the Company, in the event that we were required to perform under the guarantee, would be largely mitigated. In certain limited situations, we will guarantee an obligation of an unconsolidated entity. We guarantee certain leases resulting from the divestiture of the JM Swank business completed in the first quarter of fiscal 2017. As of August 25, 2019, the remaining terms of these arrangements did not exceed four years and the maximum amount of future payments we have guaranteed was $1.0 million. In addition, we guarantee a lease resulting from an exited facility. As of August 25, 2019, the remaining term of this arrangement did not exceed eight years and the maximum amount of future payments we have guaranteed was $18.5 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. |
PENSION AND POSTRETIREMENT BENE
PENSION AND POSTRETIREMENT BENEFITS | 3 Months Ended |
Aug. 25, 2019 | |
Compensation And Retirement Disclosure [Abstract] | |
PENSION AND POSTRETIREMENT BENEFITS | 14. 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. In connection with the acquisition of Pinnacle, we now include the components of pension and postretirement expense associated with the Pinnacle pension plans and post-employment benefit plan in our Condensed 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. As a result of the anticipated exit of certain facilities, during the first quarter of fiscal 2020, we remeasured the Company’s hourly pension plan as of August 25, 2019 and recorded a pension curtailment loss of $0.6 million previously within other comprehensive income (loss). In connection with the remeasurement, we updated the effective discount rate assumption for the impacted pension plan obligation from 3.90% to 3.13%. The curtailment loss and related remeasurement increased the underfunded status of the pension plan by $12.3 million with a corresponding loss within other comprehensive income (loss). Components of pension benefit and other postretirement benefit costs are: Pension Benefits Thirteen weeks ended August 25, 2019 August 26, 2018 Service cost $ 2.8 $ 2.7 Interest cost 31.3 32.0 Expected return on plan assets (41.1 ) (42.3 ) Amortization of prior service cost 0.7 0.7 Curtailment loss 0.6 — Benefit cost (benefit) — Company plans (5.7 ) (6.9 ) Pension benefit cost — multi-employer plans 1.5 1.7 Total benefit cost (benefit) $ (4.2 ) $ (5.2 ) Postretirement Benefits Thirteen weeks ended August 25, 2019 August 26, 2018 Service cost $ — $ 0.1 Interest cost 0.7 0.9 Amortization of prior service benefit (0.5 ) (0.5 ) Recognized net actuarial gain (1.2 ) (0.4 ) Curtailment gain — (0.6 ) Total cost (benefit) $ (1.0 ) $ (0.5 ) The Company uses a split discount rate (spot-rate approach) for the U.S. plans and certain foreign plans. The spot-rate approach applies separate discount rates for each projected benefit payment in the calculation of pension service and interest cost. The weighted-average discount rates for service and interest costs under the spot-rate approach used for pension benefit cost from May 27, 2019 through August 25, 2019 were 4.04% and 3.51%, respectively. The weighted-average discount rates for service and interest costs subsequent to August 25, 2019 are 3.47% and 2.94%, respectively. During the first quarter of fiscal 2020, we contributed $3.4 million to our pension plans and contributed $1.2 million to our other postretirement plans. Based upon the current funded status of the plans and the current interest rate environment, we anticipate making further contributions of approximately $10.8 million to our pension plans for the remainder of fiscal 2020. We anticipate making further contributions of approximately $9.6 million to our other postretirement plans during the remainder of fiscal 2020. These estimates are based on ERISA guidelines, current tax laws, plan asset performance, and liability assumptions, which are subject to change. |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 3 Months Ended |
Aug. 25, 2019 | |
Equity [Abstract] | |
STOCKHOLDERS' EQUITY | 15. STOCKHOLDERS' EQUITY The following table presents a reconciliation of our stockholders' equity accounts for the thirteen weeks ended August 25, 2019: Conagra Brands, Inc. Stockholders' Equity Common Shares Common Stock Additional Paid-in Capital Retained Earnings Accumulated Other Comprehensive Income (Loss) Treasury Stock Noncontrolling Interests Total Equity Balance at May 26, 2019 584.2 $ 2,921.2 $ 2,286.0 $ 5,047.9 $ (110.3 ) $ (2,760.2 ) $ 79.1 $ 7,463.7 Stock option and incentive plans (8.5 ) (0.3 ) 16.0 (0.2 ) 7.0 Currency translation adjustment, net (8.9 ) (2.7 ) (11.6 ) Derivative adjustment, net (1.8 ) (1.8 ) Activities of noncontrolling interests 0.5 0.5 Pension and postretirement healthcare benefits (11.4 ) (11.4 ) Dividends declared on common stock; $0.2125 per share (103.4 ) (103.4 ) Net income attributable to Conagra Brands, Inc. 173.8 173.8 Balance at August 25, 2019 584.2 $ 2,921.2 $ 2,277.5 $ 5,118.0 $ (132.4 ) $ (2,744.2 ) $ 76.7 $ 7,516.8 The following table presents a reconciliation of our stockholders' equity accounts for the thirteen weeks ended August 26, 2018: Conagra Brands, Inc. Stockholders' Equity Common Shares Common Stock Additional Paid-in Capital Retained Earnings Accumulated Other Comprehensive Income (Loss) Treasury Stock Noncontrolling Interests Total Equity Balance at May 27, 2018 567.9 $ 2,839.7 $ 1,180.0 $ 4,744.9 $ (110.5 ) $ (4,977.9 ) $ 80.4 $ 3,756.6 Stock option and incentive plans (14.1 ) 0.5 23.3 0.1 9.8 Adoption of ASU 2016-01 0.6 (0.6 ) — Adoption of ASU 2014-09 0.5 0.5 Currency translation adjustment, net (0.7 ) (2.3 ) (3.0 ) Derivative adjustment, net (43.4 ) (43.4 ) Activities of noncontrolling interests (0.3 ) 0.3 — Pension and postretirement healthcare benefits (0.5 ) (0.5 ) Dividends declared on common stock; $0.2125 per share (83.2 ) (83.2 ) Net income attributable to Conagra Brands, Inc. 178.2 178.2 Balance at August 26, 2018 567.9 $ 2,839.7 $ 1,165.6 $ 4,841.5 $ (155.7 ) $ (4,954.6 ) $ 78.5 $ 3,815.0 |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 3 Months Ended |
Aug. 25, 2019 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | 16. FAIR VALUE MEASUREMENTS FASB guidance establishes a three-level fair value hierarchy based upon the assumptions (inputs) used to price assets or liabilities. The three levels of inputs used to measure fair value are as follows: Level 1 — Unadjusted quoted prices in active markets for identical assets or liabilities, Level 2 — Observable inputs other than those included in Level 1, such as quoted prices for similar assets and liabilities in active markets or quoted prices for identical assets or liabilities in inactive markets, and Level 3 — Unobservable inputs reflecting our own assumptions and best estimate of what inputs market participants would use in pricing the asset or liability. The fair values of our Level 2 derivative instruments were determined using valuation models that use market observable inputs including interest rate curves and both forward and spot prices for currencies and commodities. Derivative assets and liabilities included in Level 2 primarily represent commodity and foreign currency option and forward contracts and cross-currency swaps. The following table presents our financial assets and liabilities measured at fair value on a recurring basis, based upon the level within the fair value hierarchy in which the fair value measurements fall, as of August 25, 2019: Level 1 Level 2 Level 3 Net Value Assets: Derivative assets $ 1.9 $ 0.7 $ — $ 2.6 Marketable securities 16.3 — — 16.3 Deferred compensation assets 10.5 — — 10.5 Total assets $ 28.7 $ 0.7 $ — $ 29.4 Liabilities: Derivative liabilities $ — $ 1.2 $ — $ 1.2 Deferred compensation liabilities 73.3 — — 73.3 Total liabilities $ 73.3 $ 1.2 $ — $ 74.5 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 Net Value 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 Certain assets and liabilities, including long-lived assets, goodwill, asset retirement obligations, and cost and equity investments, are measured at fair value on a nonrecurring basis using Level 3 inputs. In the first quarter of fiscal 2020, we recognized charges for the impairment of certain indefinite-lived brands. The fair values of these brands were estimated using the “relief from royalty” method (See Note 6). Impairments in our Grocery & Snacks and Refrigerated & Frozen segments totaled $3.5 million and $15.8 million, respectively. In the first quarter of fiscal 2020, we recognized charges of $43.3 million in the Grocery & Snacks segment for the impairment of certain long-lived assets. The impairment was measured based upon the estimated sales price of the assets held for sale. The carrying amount of long-term debt (including current installments) was $10.47 billion and $10.68 billion as of August 25, 2019 and May 26, 2019, respectively. Based on current market rates, the fair value of this debt (level 2 liabilities) at August 25, 2019 and May 26, 2019, was estimated at $11.66 billion and $11.24 billion, respectively. |
BUSINESS SEGMENTS AND RELATED I
BUSINESS SEGMENTS AND RELATED INFORMATION | 3 Months Ended |
Aug. 25, 2019 | |
Segment Reporting [Abstract] | |
BUSINESS SEGMENTS AND RELATED INFORMATION | 17. BUSINESS SEGMENTS AND RELATED INFORMATION In the first quarter of fiscal 2020, we reorganized our reporting segments to incorporate the Pinnacle business into our legacy reporting segments in order to better reflect how the business is now being managed. We now reflect our results of operations in four reporting segments: Grocery & Snacks, Refrigerated & Frozen, International, and Foodservice. Prior periods have been reclassified to conform to the revised segment presentation. The Grocery & Snacks reporting segment principally includes branded, shelf-stable food products sold in various retail channels in the United States. The Refrigerated & Frozen reporting segment includes branded, temperature-controlled food products sold in various retail channels in the United States. The International reporting segment principally includes branded food products, in various temperature states, sold in various retail and foodservice channels outside of the United States. The Foodservice reporting segment includes branded and customized food products, including meals, entrees, sauces and a variety of custom-manufactured culinary products packaged for sale to restaurants and other foodservice establishments primarily in the United States. We do not aggregate operating segments when determining our reporting segments. 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. Thirteen weeks ended August 25, 2019 August 26, 2018 Net sales Grocery & Snacks $ 977.6 $ 770.7 Refrigerated & Frozen 959.1 635.2 International 204.4 193.8 Foodservice 249.6 234.7 Total net sales $ 2,390.7 $ 1,834.4 Operating profit Grocery & Snacks $ 151.7 $ 178.6 Refrigerated & Frozen 155.6 95.5 International 24.8 37.3 Foodservice 31.1 27.6 Total operating profit $ 363.2 $ 339.0 Equity method investment earnings 12.3 16.2 General corporate expense 99.5 80.8 Pension and postretirement non-service income (9.5 ) (10.2 ) Interest expense, net 122.7 49.0 Income tax expense (benefit) (11.5 ) 57.4 Net income $ 174.3 $ 178.2 Less: Net income attributable to noncontrolling interests 0.5 - Net income attributable to Conagra Brands, Inc. $ 173.8 $ 178.2 The following table presents further disaggregation of our net sales: Thirteen weeks ended August 25, 2019 August 26, 2018 Snacks $ 376.2 $ 293.3 Other shelf-stable 601.4 477.4 Frozen 751.9 463.5 Refrigerated 207.2 171.7 International 204.4 193.8 Foodservice 249.6 234.7 Total net sales $ 2,390.7 $ 1,834.4 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: Thirteen weeks ended August 25, 2019 August 26, 2018 Gross derivative losses incurred $ (7.3 ) $ (6.5 ) Less: Net derivative losses allocated to reporting segments (0.1 ) (0.1 ) Net derivative losses recognized in general corporate expenses $ (7.2 ) $ (6.4 ) Net derivative losses allocated to Grocery & Snacks $ (0.1 ) $ (0.2 ) Net derivative losses allocated to Refrigerated & Frozen (0.3 ) (0.1 ) Net derivative gains allocated to International 0.1 0.3 Net derivative gains (losses) allocated to Foodservice 0.2 (0.1 ) Net derivative losses included in segment operating profit $ (0.1 ) $ (0.1 ) As of August 25, 2019, the cumulative amount of net derivative losses from economic hedges that had been recognized in general corporate expenses and not yet allocated to reporting segments was $5.8 million. This amount reflected net losses of $6.9 million incurred during the thirteen weeks ended August 25, 2019 and net gains of $1.1 million incurred prior to fiscal 2020. Based on our forecasts of the timing of recognition of the underlying hedged items, we expect to reclassify to segment operating results losses of $4.7 million in fiscal 2020 and losses of $1.1 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 was $81.7 million and $55.4 million for the first quarter of fiscal 2020 and 2019, respectively. Other Information Our operations are principally in the United States. With respect to operations outside of the United States, no single foreign country or geographic region was significant with respect to consolidated operations for the first quarter of fiscal 2020 and 2019. Foreign net sales, including sales by domestic segments to customers located outside of the United States, were approximately $211.7 million and $211.9 million in the first quarter of fiscal 2020 and 2019, 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 26% and 25% of consolidated net sales in the first quarter of fiscal 2020 and 2019, respectively, primarily in the Grocery & Snacks and Refrigerated & Frozen segments. Walmart, Inc. and its affiliates accounted for approximately 30% of consolidated net receivables as of both August 25, 2019 and May 26, 2019. We offer certain suppliers access to a third-party service that allows them to view our scheduled payments online. The third-party service also allows suppliers to finance advances on our scheduled payments at the sole discretion of the supplier and the third party. We have no economic interest in these financing arrangements and no direct relationship with the suppliers, the third party, or any financial institutions concerning this service. All of our accounts payable remain as obligations to our suppliers as stated in our supplier agreements. As of August 25, 2019, $196.6 million of our total accounts payable is payable to suppliers who utilize this third-party service. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Aug. 25, 2019 | |
Accounting Policies [Abstract] | |
Basis of Consolidation | Basis of Consolidation — The Condensed Consolidated Financial Statements include the accounts of Conagra Brands and all majority-owned subsidiaries. All significant intercompany investments, accounts, and transactions have been eliminated. |
Revenue Recognition | Revenue Recognition — Our revenues primarily consist of the sale of food products which 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. |
Comprehensive Income | Comprehensive Income — Comprehensive income includes net income, currency translation adjustments, certain derivative-related activity, and changes in prior service cost and net actuarial gains (losses) from pension (for amounts not in excess of the 10% corridor) and post-retirement 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. |
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. |
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. generally accepted accounting principles ("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 Condensed Consolidated Financial Statements. Actual results could differ from these estimates. |
Accounting Changes and Recently Issued Accounting Standards | Accounting Changes — In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-02, Leases , Topic 842 , which requires lessees to reflect most leases on their balance sheet as assets and obligations. We adopted this ASU in the first quarter of fiscal 2020 using 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 adoption date, with recognition of a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. We also elected certain practical expedients permitted under the transition guidance, including not reassessing whether existing contracts contain leases and carrying forward the historical classification of leases. The most significant impact of adoption on our Condensed Consolidated Financial Statements was the recognition of right-of-use (“ROU”) assets and lease liabilities for operating leases. Our accounting for finance leases remained substantially unchanged. Upon adoption, we had total lease assets of $238.4 million and total lease liabilities of $267.0 million. The difference is primarily due to prepaid and deferred rent balances that were reclassified to the ROU asset value. The adoption of this ASU did not result in a cumulative-effect adjustment to the opening balance of retained earnings and did not impact our Condensed Consolidated Statements of Earnings or our Condensed Consolidated Statements of Cash Flows. See Note 12 for additional information related to our lease arrangements. Recently Issued Accounting Standards Financial Instruments—Credit Losses Topic 326 Measurement of Credit Losses on Financial Instruments 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 2018-15”) , 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) | 3 Months Ended |
Aug. 25, 2019 | |
Accounting Policies [Abstract] | |
Schedule of Accumulated Balances for Each Component of Other Comprehensive Income (Loss), Net of Tax | The following table details the accumulated balances for each component of other comprehensive income, net of tax: August 25, 2019 May 26, 2019 Currency translation losses, net of reclassification adjustments $ (99.8 ) $ (90.9 ) Derivative adjustments, net of reclassification adjustments 32.2 34.0 Pension and post-employment benefit obligations, net of reclassification adjustments (64.8 ) (53.4 ) Accumulated other comprehensive loss $ (132.4 ) $ (110.3 ) |
Summary of Reclassifications | The following table summarizes the reclassifications from accumulated other comprehensive loss into income: Thirteen weeks ended Affected Line Item in the Condensed Consolidated Statement of Earnings 1 August 25, 2019 August 26, 2018 Net derivative adjustment, net of tax: Cash flow hedges $ (0.8 ) $ — Interest expense, net (0.8 ) — Total before tax 0.2 — Income tax expense $ (0.6 ) $ — Net of tax Pension and postretirement liabilities: Net prior service cost $ 0.2 $ 0.2 Pension and postretirement non-service income Net actuarial gain (1.2 ) (0.4 ) Pension and postretirement non-service income Curtailment 0.6 — Pension and postretirement non-service income (0.4 ) (0.2 ) Total before tax 0.1 0.1 Income tax expense $ (0.3 ) $ (0.1 ) Net of tax 1 Amounts in parentheses indicate income recognized in the Condensed Consolidated Statements of Earnings. |
ACQUISITIONS (Tables)
ACQUISITIONS (Tables) | 3 Months Ended |
Aug. 25, 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, 2018 Cash and cash equivalents $ 47.2 Receivables 202.8 Inventories 648.8 Prepaid expenses and other current assets 14.9 Property, plant and equipment 721.0 Goodwill 7,020.9 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 (812.3 ) Other noncurrent liabilities (76.3 ) Total assets acquired and liabilities assumed $ 8,034.0 |
Business Acquisition, 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. Thirteen weeks ended August 26, 2018 Pro forma net sales $ 2,557.1 Pro forma net income attributable to Conagra Brands, Inc. $ 206.3 |
DIVESTITURES AND ASSETS HELD _2
DIVESTITURES AND ASSETS HELD FOR SALE (Tables) | 3 Months Ended |
Aug. 25, 2019 | |
Discontinued Operations And Disposal Groups [Abstract] | |
Schedule of Assets and Liabilities Classified as Held for Sale | The assets and liabilities classified as held for sale reflected in our Condensed Consolidated Balance Sheets related to the DSD snacks business were as follows: August 25, 2019 May 26, 2019 Current assets $ 21.4 $ 21.4 Noncurrent assets (including goodwill of $3.2 million and $34.6 million, respectively) 131.2 156.2 Current liabilities 7.0 4.6 Noncurrent liabilities 5.6 — The assets classified as held for sale reflected in our Condensed Consolidated Balance Sheets were as follows: August 25, 2019 May 26, 2019 Current assets $ 1.2 $ 0.9 Noncurrent assets (including goodwill of $4.9 million at May 26, 2019) 19.8 32.4 |
RESTRUCTURING ACTIVITIES (Table
RESTRUCTURING ACTIVITIES (Tables) | 3 Months Ended |
Aug. 25, 2019 | |
Pinnacle Integration Restructuring Plan | |
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 first quarter of fiscal 2020): Grocery & Snacks Refrigerated & Frozen International Corporate Total Accelerated depreciation $ — $ 0.6 $ — $ — $ 0.6 Other cost of goods sold 1.6 3.5 0.7 — 5.8 Total cost of goods sold 1.6 4.1 0.7 — 6.4 Severance and related costs — — 1.5 116.6 118.1 Asset impairment (net of gains on disposal) 0.2 — — 3.6 3.8 Accelerated depreciation — — — 8.2 8.2 Contract/lease termination — — 0.7 16.3 17.0 Consulting/professional fees — — 0.5 92.8 93.3 Other selling, general and administrative expenses — — 0.1 14.0 14.1 Total selling, general and administrative expenses 0.2 — 2.8 251.5 254.5 Consolidated total $ 1.8 $ 4.1 $ 3.5 $ 251.5 $ 260.9 During the first quarter of fiscal 2020 , we recognized the following pre-tax expenses for the Pinnacle Integration Restructuring Plan: Grocery & Snacks Refrigerated & Frozen International Corporate Total Accelerated depreciation $ — $ 0.1 $ — $ — $ 0.1 Other cost of goods sold 0.1 — — — 0.1 Total cost of goods sold 0.1 0.1 — — 0.2 Severance and related costs — — 0.2 3.7 3.9 Asset impairment (net of gains on disposal) 0.2 — — 3.6 3.8 Accelerated depreciation — — — 1.8 1.8 Contract/lease termination — — (0.1 ) 7.7 7.6 Consulting/professional fees — — 0.3 7.4 7.7 Other selling, general and administrative expenses — — — 2.7 2.7 Total selling, general and administrative expenses 0.2 — 0.4 26.9 27.5 Consolidated total $ 0.3 $ 0.1 $ 0.4 $ 26.9 $ 27.7 Included in the above results are $25.5 million of charges that have resulted or will result in cash outflows and $2.2 million in non-cash charges. We recognized the following cumulative (plan inception to August 25, 2019) pre-tax expenses for the Pinnacle Integration Restructuring Plan related to our continuing operations in our Condensed Consolidated Statement of Operations: Grocery & Snacks Refrigerated & Frozen International Corporate Total Accelerated depreciation $ — $ 0.1 $ — $ — $ 0.1 Other cost of goods sold 1.6 1.5 0.7 — 3.8 Total cost of goods sold 1.6 1.6 0.7 — 3.9 Severance and related costs — — 1.5 114.5 116.0 Asset impairment (net of gains on disposal) 0.2 — — 3.6 3.8 Accelerated depreciation — — — 6.5 6.5 Contract/lease termination — — 0.7 8.0 8.7 Consulting/professional fees — — 0.5 45.5 46.0 Other selling, general and administrative expenses — — 0.1 10.9 11.0 Total selling, general and administrative expenses 0.2 — 2.8 189.0 192.0 Consolidated total $ 1.8 $ 1.6 $ 3.5 $ 189.0 $ 195.9 |
Schedule of Liabilities Recorded for the Restructuring Plan | Liabilities recorded for the Pinnacle Integration Restructuring Plan and changes therein for the first quarter of fiscal 2020 were as follows: Balance at May 26, 2019 Costs Incurred and Charged to Expense Costs Paid or Otherwise Settled Changes in Estimates Balance at August 25, 2019 Severance and related costs $ 76.9 $ 3.9 $ (23.7 ) $ — $ 57.1 Contract termination 1.0 3.0 (1.0 ) — 3.0 Consulting/professional fees 18.4 7.7 (14.7 ) — 11.4 Other costs 1.2 2.7 (2.5 ) — 1.4 Total $ 97.5 $ 17.3 $ (41.9 ) $ — $ 72.9 |
Conagra Restructuring Plan | |
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 Conagra Restructuring Plan (amounts include charges recognized from plan inception through the first quarter of fiscal 2020): Grocery & Snacks Refrigerated & Frozen International Corporate Total Accelerated depreciation $ 47.5 $ 1.7 $ — $ — $ 49.2 Other cost of goods sold 9.0 0.1 — — 9.1 Total cost of goods sold 56.5 1.8 — — 58.3 Severance and related costs 11.1 0.6 1.8 0.2 13.7 Asset impairment (net of gains on disposal) 11.9 — — — 11.9 Contract/lease termination 0.2 — — 0.1 0.3 Other selling, general and administrative expenses 12.3 1.3 — — 13.6 Total selling, general and administrative expenses 35.5 1.9 1.8 0.3 39.5 Total $ 92.0 $ 3.7 $ 1.8 $ 0.3 $ 97.8 Pension and postretirement non-service income 0.6 Consolidated total $ 98.4 During the first quarter of fiscal 2020, we recognized the following pre-tax expenses for the Conagra Restructuring Plan: Grocery & Snacks Refrigerated & Frozen International Corporate Total Accelerated depreciation $ 3.9 $ 0.4 $ — $ — $ 4.3 Total cost of goods sold 3.9 0.4 — — 4.3 Severance and related costs 3.0 0.1 0.9 — 4.0 Asset impairment (net of gains on disposal) 11.9 — — — 11.9 Contract/lease termination — — — 0.1 0.1 Other selling, general and administrative expenses 0.2 — — — 0.2 Total selling, general and administrative expenses 15.1 0.1 0.9 0.1 16.2 Total $ 19.0 $ 0.5 $ 0.9 $ 0.1 $ 20.5 Pension and postretirement non-service income 0.6 Consolidated total $ 21.1 Included in the above results are $4.9 million of charges that have resulted or will result in cash outflows and $16.2 million in non-cash charges. We recognized the following cumulative (plan inception to August 25, 2019) pre-tax expenses for the Conagra Restructuring Plan related to our continuing operations in our Condensed Consolidated Statement of Operations: Grocery & Snacks Refrigerated & Frozen International Corporate Total Accelerated depreciation $ 3.9 $ 1.2 $ — $ — $ 5.1 Total cost of goods sold 3.9 1.2 — — 5.1 Severance and related costs 3.0 0.6 1.6 0.2 5.4 Asset impairment (net of gains on disposal) 11.9 — — — 11.9 Contract/lease termination — — — 0.1 0.1 Other selling, general and administrative expenses 0.2 — — — 0.2 Total selling, general and administrative expenses 15.1 0.6 1.6 0.3 17.6 Total $ 19.0 $ 1.8 $ 1.6 $ 0.3 $ 22.7 Pension and postretirement non-service income 0.6 Consolidated total $ 23.3 |
Schedule of Liabilities Recorded for the Restructuring Plan | Liabilities recorded for the Conagra Restructuring Plan and changes therein for the first quarter of fiscal 2020 were as follows: Balance at May 26, 2019 Costs Incurred and Charged to Expense Costs Paid or Otherwise Settled Changes in Estimates Balance at August 25, 2019 Severance and related costs $ 1.2 $ 4.1 $ (0.1 ) $ (0.1 ) $ 5.1 Contract termination — 0.1 (0.1 ) — — Other costs — 0.2 (0.2 ) — — Total $ 1.2 $ 4.4 $ (0.4 ) $ (0.1 ) $ 5.1 |
LONG-TERM DEBT AND REVOLVING _2
LONG-TERM DEBT AND REVOLVING CREDIT FACILITY (Tables) | 3 Months Ended |
Aug. 25, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of Net Interest Expense | Net interest expense consists of: Thirteen weeks ended August 25, 2019 August 26, 2018 Long-term debt $ 124.3 $ 42.9 Short-term debt 0.5 7.5 Interest income (0.6 ) (0.6 ) Interest capitalized (1.5 ) (0.8 ) $ 122.7 $ 49.0 |
GOODWILL AND OTHER IDENTIFIAB_2
GOODWILL AND OTHER IDENTIFIABLE INTANGIBLE ASSETS (Tables) | 3 Months Ended |
Aug. 25, 2019 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Schedule of Change in Carrying Amount of Goodwill, Excluding Amounts Classified as Held for Sale | The change in the carrying amount of goodwill for the first quarter of fiscal 2020, excluding amounts classified as held for sale (see Note 3), was as follows: Grocery & Snacks Refrigerated & Frozen International Foodservice Total Balance as of May 26, 2019 $ 4,746.7 $ 5,661.7 $ 299.0 $ 752.7 $ 11,460.1 Purchase accounting adjustments 1.2 3.8 — — 5.0 Currency translation — — (2.8 ) — (2.8 ) Balance as of August 25, 2019 $ 4,747.9 $ 5,665.5 $ 296.2 $ 752.7 $ 11,462.3 |
Schedule of Other Identifiable Intangible Assets, Excluding Amounts Classified as Held for Sale | Other identifiable intangible assets, excluding amounts classified as held for sale, were as follows: August 25, 2019 May 26, 2019 Gross Carrying Amount Accumulated Amortization Gross Carrying Amount Accumulated Amortization Non-amortizing intangible assets $ 3,557.7 $ — $ 3,577.7 $ — Amortizing intangible assets 1,242.9 275.8 1,242.5 260.7 $ 4,800.6 $ 275.8 $ 4,820.2 $ 260.7 |
Schedule of Estimated Fair Value in Excess of Carrying Value | Several of our reporting units have an estimated fair value substantially in excess of the carrying value. Three of our reporting units with aggregate goodwill of $3.5 billion have an estimated fair value that exceed the respective carrying value as follows: Carrying Value of Goodwill Excess Fair Value as of Fiscal 2020 Test Date Sides, Components, Enhancers (part of Refrigerated & Frozen segment) $ 2,636.6 18.1 % Foodservice 752.7 36.7 % Canada (part of International segment) 96.2 32.0 % |
DERIVATIVE FINANCIAL INSTRUME_2
DERIVATIVE FINANCIAL INSTRUMENTS (Tables) | 3 Months Ended |
Aug. 25, 2019 | |
Derivative Instruments And Hedging Activities Disclosure [Abstract] | |
Schedule of Derivative Assets and Liabilities and Amounts Representing Right to Reclaim or Obligation to Return Cash Collateral | Derivative assets and liabilities and amounts representing a right to reclaim cash collateral or an obligation to return cash collateral were reflected in our Condensed Consolidated Balance Sheets as follows: August 25, 2019 May 26, 2019 Prepaid expenses and other current assets $ 2.6 $ 5.9 Other accrued liabilities 1.2 1.4 |
Schedule of Derivative Assets and Liabilities on a Gross Basis | The following table presents our derivative assets and liabilities, at August 25, 2019, on a gross basis, prior to the setoff of $1.4 million to total derivative assets and $2.5 million to total derivative liabilities where legal right of setoff existed: Derivative Assets Derivative Liabilities Balance Sheet Location Fair Value Balance Sheet Location Fair Value Commodity contracts Prepaid expenses and other current assets $ 0.7 Other accrued liabilities $ 3.1 Foreign exchange contracts Prepaid expenses and other current assets 0.5 Other accrued liabilities 0.6 Total derivatives not designated as hedging instruments $ 1.2 $ 3.7 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 |
Schedule of Location and Amount of Gain (Loss) from Derivatives Not Designated as Hedging Instruments | The location and amount of gains (losses) from derivatives not designated as hedging instruments in our Condensed Consolidated Statements of Earnings were as follows: Location in Condensed Consolidated Gains (Losses) Recognized on Derivatives in Condensed Consolidated Statements of Earnings for the Thirteen Weeks Ended Derivatives Not Designated as Hedging Instruments Statements of Earnings of Gains (Losses) Recognized on Derivatives August 25, 2019 August 26, 2018 Commodity contracts Cost of goods sold $ (6.4 ) $ (7.0 ) Foreign exchange contracts Cost of goods sold (0.9 ) 0.5 Total losses from derivative instruments not designated as hedging instruments $ (7.3 ) $ (6.5 ) |
EARNINGS PER SHARE (Tables)
EARNINGS PER SHARE (Tables) | 3 Months Ended |
Aug. 25, 2019 | |
Earnings Per Share [Abstract] | |
Reconciliation of Income and Average Share Amounts Used to Compute Basic and Diluted Earnings Per Share | The following table reconciles the income and average share amounts used to compute both basic and diluted earnings per share: Thirteen weeks ended August 25, 2019 August 26, 2018 Net income attributable to Conagra Brands, Inc. common stockholders $ 173.8 $ 178.2 Weighted average shares outstanding: Basic weighted average shares outstanding 486.8 391.7 Add: Dilutive effect of stock options, restricted stock unit awards, and other dilutive securities 1.1 2.4 Diluted weighted average shares outstanding 487.9 394.1 |
INVENTORIES (Tables)
INVENTORIES (Tables) | 3 Months Ended |
Aug. 25, 2019 | |
Inventory Disclosure [Abstract] | |
Schedule of Major Classes of Inventories | The major classes of inventories were as follows: August 25, 2019 May 26, 2019 Raw materials and packaging $ 263.7 $ 273.7 Work in process 155.8 126.9 Finished goods 1,268.1 1,095.6 Supplies and other 68.1 67.1 Total $ 1,755.7 $ 1,563.3 |
LEASES (Tables)
LEASES (Tables) | 3 Months Ended |
Aug. 25, 2019 | |
Leases [Abstract] | |
Schedule of Operating and Finance Leases Reported in Balance Sheet Excluding Balances Related to Assets and Liabilities Classified as Held for Sale | Leases reported in our Condensed Consolidated Balance Sheet as of August 25, 2019, are as follows, excluding balances related to assets and liabilities classified as held for sale: Operating Leases Balance Sheet Location August 25, 2019 ROU assets, net Other assets $ 229.3 Lease liabilities (current) Other accrued liabilities 53.1 Lease liabilities (noncurrent) Other noncurrent liabilities 212.4 Finance Leases Balance Sheet Location August 25, 2019 ROU assets, at cost Property, plant and equipment $ 213.2 Less accumulated depreciation Less accumulated depreciation (44.6 ) ROU assets, net Property, plant and equipment, net 168.6 Lease liabilities (current) Current installments of long-term debt 20.1 Lease liabilities (noncurrent) Senior long-term debt, excluding current installments 140.8 |
Components of Total Lease Cost | The components of total lease cost for the first quarter of fiscal 2020 were as follows: Lease cost Thirteen weeks ended August 25, 2019 Operating lease cost $ 18.0 Finance lease cost Depreciation of leased assets 3.8 Interest on lease liabilities 2.3 Short-term lease costs 0.7 Total lease cost $ 24.8 |
Schedule of Weighted-Average Remaining Lease Terms and Weighted-Average Discount Rate for Leases | The weighted-average remaining lease terms and weighted-average discount rate for our leases as of August 25, 2019, are as follows: Operating Leases Finance Leases Weighted-average remaining lease term (in years) 8.2 8.6 Weighted-average discount rate 3.62 % 5.40 % |
Schedule of Cash Flows Arising from Lease Transactions | Cash flows arising from lease transactions for the first quarter of fiscal 2020 were as follows: Thirteen weeks ended August 25, 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash outflows from operating leases $ 13.9 Operating cash outflows from finance leases 2.8 Financing cash outflows from finance leases 5.8 ROU assets obtained in exchange for new lease liabilities: Operating leases 16.6 Finance leases 1.3 |
Schedule of Maturities of Lease Liabilities | Maturities of lease liabilities by fiscal year as of August 25, 2019, are as follows (inclusive of amounts classified as held for sale): Operating Leases Finance Leases Total 2020 (remaining year) $ 42.5 $ 21.3 $ 63.8 2021 54.5 28.8 83.3 2022 41.0 27.4 68.4 2023 34.4 22.3 56.7 2024 26.0 17.9 43.9 Later years 125.1 90.1 215.2 Total lease payments 323.5 207.8 531.3 Less: Imputed interest (50.9 ) (46.9 ) (97.8 ) Total lease liabilities $ 272.6 $ 160.9 $ 433.5 |
Summary of Non-Cancellable Operating Lease Commitments | A summary of non-cancelable operating lease commitments as of May 26, 2019 is as follows: 2020 $ 52.1 2021 48.4 2022 38.0 2023 34.1 2024 25.6 Later years 114.4 $ 312.6 |
PENSION AND POSTRETIREMENT BE_2
PENSION AND POSTRETIREMENT BENEFITS (Tables) | 3 Months Ended |
Aug. 25, 2019 | |
Compensation And Retirement Disclosure [Abstract] | |
Components of Pension Benefit and Other Postretirement Benefit Costs | Components of pension benefit and other postretirement benefit costs are: Pension Benefits Thirteen weeks ended August 25, 2019 August 26, 2018 Service cost $ 2.8 $ 2.7 Interest cost 31.3 32.0 Expected return on plan assets (41.1 ) (42.3 ) Amortization of prior service cost 0.7 0.7 Curtailment loss 0.6 — Benefit cost (benefit) — Company plans (5.7 ) (6.9 ) Pension benefit cost — multi-employer plans 1.5 1.7 Total benefit cost (benefit) $ (4.2 ) $ (5.2 ) Postretirement Benefits Thirteen weeks ended August 25, 2019 August 26, 2018 Service cost $ — $ 0.1 Interest cost 0.7 0.9 Amortization of prior service benefit (0.5 ) (0.5 ) Recognized net actuarial gain (1.2 ) (0.4 ) Curtailment gain — (0.6 ) Total cost (benefit) $ (1.0 ) $ (0.5 ) |
STOCKHOLDERS' EQUITY (Tables)
STOCKHOLDERS' EQUITY (Tables) | 3 Months Ended |
Aug. 25, 2019 | |
Equity [Abstract] | |
Reconciliation of Stockholders' Equity Accounts | The following table presents a reconciliation of our stockholders' equity accounts for the thirteen weeks ended August 25, 2019: Conagra Brands, Inc. Stockholders' Equity Common Shares Common Stock Additional Paid-in Capital Retained Earnings Accumulated Other Comprehensive Income (Loss) Treasury Stock Noncontrolling Interests Total Equity Balance at May 26, 2019 584.2 $ 2,921.2 $ 2,286.0 $ 5,047.9 $ (110.3 ) $ (2,760.2 ) $ 79.1 $ 7,463.7 Stock option and incentive plans (8.5 ) (0.3 ) 16.0 (0.2 ) 7.0 Currency translation adjustment, net (8.9 ) (2.7 ) (11.6 ) Derivative adjustment, net (1.8 ) (1.8 ) Activities of noncontrolling interests 0.5 0.5 Pension and postretirement healthcare benefits (11.4 ) (11.4 ) Dividends declared on common stock; $0.2125 per share (103.4 ) (103.4 ) Net income attributable to Conagra Brands, Inc. 173.8 173.8 Balance at August 25, 2019 584.2 $ 2,921.2 $ 2,277.5 $ 5,118.0 $ (132.4 ) $ (2,744.2 ) $ 76.7 $ 7,516.8 The following table presents a reconciliation of our stockholders' equity accounts for the thirteen weeks ended August 26, 2018: Conagra Brands, Inc. Stockholders' Equity Common Shares Common Stock Additional Paid-in Capital Retained Earnings Accumulated Other Comprehensive Income (Loss) Treasury Stock Noncontrolling Interests Total Equity Balance at May 27, 2018 567.9 $ 2,839.7 $ 1,180.0 $ 4,744.9 $ (110.5 ) $ (4,977.9 ) $ 80.4 $ 3,756.6 Stock option and incentive plans (14.1 ) 0.5 23.3 0.1 9.8 Adoption of ASU 2016-01 0.6 (0.6 ) — Adoption of ASU 2014-09 0.5 0.5 Currency translation adjustment, net (0.7 ) (2.3 ) (3.0 ) Derivative adjustment, net (43.4 ) (43.4 ) Activities of noncontrolling interests (0.3 ) 0.3 — Pension and postretirement healthcare benefits (0.5 ) (0.5 ) Dividends declared on common stock; $0.2125 per share (83.2 ) (83.2 ) Net income attributable to Conagra Brands, Inc. 178.2 178.2 Balance at August 26, 2018 567.9 $ 2,839.7 $ 1,165.6 $ 4,841.5 $ (155.7 ) $ (4,954.6 ) $ 78.5 $ 3,815.0 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 3 Months Ended |
Aug. 25, 2019 | |
Fair Value Disclosures [Abstract] | |
Schedule of Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis | The following table presents our financial assets and liabilities measured at fair value on a recurring basis, based upon the level within the fair value hierarchy in which the fair value measurements fall, as of August 25, 2019: Level 1 Level 2 Level 3 Net Value Assets: Derivative assets $ 1.9 $ 0.7 $ — $ 2.6 Marketable securities 16.3 — — 16.3 Deferred compensation assets 10.5 — — 10.5 Total assets $ 28.7 $ 0.7 $ — $ 29.4 Liabilities: Derivative liabilities $ — $ 1.2 $ — $ 1.2 Deferred compensation liabilities 73.3 — — 73.3 Total liabilities $ 73.3 $ 1.2 $ — $ 74.5 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 Net Value 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 |
BUSINESS SEGMENTS AND RELATED_2
BUSINESS SEGMENTS AND RELATED INFORMATION (Tables) | 3 Months Ended |
Aug. 25, 2019 | |
Segment Reporting [Abstract] | |
Schedule of Segment Operations | General corporate expense, net interest expense, and income taxes have been excluded from segment operations. Thirteen weeks ended August 25, 2019 August 26, 2018 Net sales Grocery & Snacks $ 977.6 $ 770.7 Refrigerated & Frozen 959.1 635.2 International 204.4 193.8 Foodservice 249.6 234.7 Total net sales $ 2,390.7 $ 1,834.4 Operating profit Grocery & Snacks $ 151.7 $ 178.6 Refrigerated & Frozen 155.6 95.5 International 24.8 37.3 Foodservice 31.1 27.6 Total operating profit $ 363.2 $ 339.0 Equity method investment earnings 12.3 16.2 General corporate expense 99.5 80.8 Pension and postretirement non-service income (9.5 ) (10.2 ) Interest expense, net 122.7 49.0 Income tax expense (benefit) (11.5 ) 57.4 Net income $ 174.3 $ 178.2 Less: Net income attributable to noncontrolling interests 0.5 - Net income attributable to Conagra Brands, Inc. $ 173.8 $ 178.2 The following table presents further disaggregation of our net sales: Thirteen weeks ended August 25, 2019 August 26, 2018 Snacks $ 376.2 $ 293.3 Other shelf-stable 601.4 477.4 Frozen 751.9 463.5 Refrigerated 207.2 171.7 International 204.4 193.8 Foodservice 249.6 234.7 Total net sales $ 2,390.7 $ 1,834.4 |
Schedule of Net Derivative Gains (Losses) from Economic Hedges of Forecasted Commodity Consumption and Foreign Currency Risk | The following table presents the net derivative gains (losses) from economic hedges of forecasted commodity consumption and the foreign currency risk of certain forecasted transactions, under this methodology: Thirteen weeks ended August 25, 2019 August 26, 2018 Gross derivative losses incurred $ (7.3 ) $ (6.5 ) Less: Net derivative losses allocated to reporting segments (0.1 ) (0.1 ) Net derivative losses recognized in general corporate expenses $ (7.2 ) $ (6.4 ) Net derivative losses allocated to Grocery & Snacks $ (0.1 ) $ (0.2 ) Net derivative losses allocated to Refrigerated & Frozen (0.3 ) (0.1 ) Net derivative gains allocated to International 0.1 0.3 Net derivative gains (losses) allocated to Foodservice 0.2 (0.1 ) Net derivative losses included in segment operating profit $ (0.1 ) $ (0.1 ) |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Schedule of Accumulated Balances for Each Component of Other Comprehensive Income (Loss), Net of Tax (Details) - USD ($) $ in Millions | Aug. 25, 2019 | May 26, 2019 | Aug. 26, 2018 | May 27, 2018 |
Accumulated Other Comprehensive Income Loss [Line Items] | ||||
Accumulated balances | $ 7,516.8 | $ 7,463.7 | $ 3,815 | $ 3,756.6 |
Currency translation losses, net of reclassification adjustments | ||||
Accumulated Other Comprehensive Income Loss [Line Items] | ||||
Accumulated balances | (99.8) | (90.9) | ||
Derivative adjustments, net of reclassification adjustments | ||||
Accumulated Other Comprehensive Income Loss [Line Items] | ||||
Accumulated balances | 32.2 | 34 | ||
Pension and post-employment benefit obligations, net of reclassification adjustments | ||||
Accumulated Other Comprehensive Income Loss [Line Items] | ||||
Accumulated balances | (64.8) | (53.4) | ||
Accumulated other comprehensive loss | ||||
Accumulated Other Comprehensive Income Loss [Line Items] | ||||
Accumulated balances | $ (132.4) | $ (110.3) | $ (155.7) | $ (110.5) |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Summary of Reclassifications From Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Aug. 25, 2019 | Oct. 26, 2018 | Aug. 26, 2018 | |
Reclassification Adjustment Out Of Accumulated Other Comprehensive Income On Derivatives [Line Items] | |||
Interest expense, net | $ (122.7) | $ (49) | |
Pension and postretirement non-service income | 400.8 | 257.3 | |
Income before income taxes and equity method investment earnings | 150.5 | 219.4 | |
Income tax expense | 11.5 | (57.4) | |
Net income attributable to Conagra Brands, Inc. | 173.8 | $ 178.2 | 178.2 |
Reclassification out of accumulated other comprehensive loss | Cash flow hedges | |||
Reclassification Adjustment Out Of Accumulated Other Comprehensive Income On Derivatives [Line Items] | |||
Interest expense, net | (0.8) | 0 | |
Income before income taxes and equity method investment earnings | (0.8) | 0 | |
Income tax expense | 0.2 | 0 | |
Net income attributable to Conagra Brands, Inc. | (0.6) | 0 | |
Reclassification out of accumulated other comprehensive loss | Net prior service cost | |||
Reclassification Adjustment Out Of Accumulated Other Comprehensive Income On Derivatives [Line Items] | |||
Pension and postretirement non-service income | 0.2 | 0.2 | |
Reclassification out of accumulated other comprehensive loss | Net actuarial gain | |||
Reclassification Adjustment Out Of Accumulated Other Comprehensive Income On Derivatives [Line Items] | |||
Pension and postretirement non-service income | (1.2) | (0.4) | |
Reclassification out of accumulated other comprehensive loss | Pension and postretirement liabilities | |||
Reclassification Adjustment Out Of Accumulated Other Comprehensive Income On Derivatives [Line Items] | |||
Income before income taxes and equity method investment earnings | (0.4) | (0.2) | |
Income tax expense | 0.1 | 0.1 | |
Net income attributable to Conagra Brands, Inc. | (0.3) | (0.1) | |
Reclassification out of accumulated other comprehensive loss | Curtailment | |||
Reclassification Adjustment Out Of Accumulated Other Comprehensive Income On Derivatives [Line Items] | |||
Pension and postretirement non-service income | $ 0.6 | $ 0 |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Narrative (Details) - USD ($) $ in Millions | Aug. 25, 2019 | May 27, 2019 |
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | ||
Total lease assets | $ 229.3 | |
Total lease liabilities | $ 272.6 | |
Accounting Standards Update 2016-02 | ||
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | ||
Total lease assets | $ 238.4 | |
Total lease liabilities | $ 267 |
ACQUISITIONS (Details)
ACQUISITIONS (Details) - USD ($) $ / shares in Units, $ in Millions | Oct. 26, 2018 | Aug. 25, 2019 | Aug. 26, 2018 |
Business Acquisition [Line Items] | |||
Increase to goodwill | $ 5 | ||
Acquisition related costs incurred | $ 7.5 | ||
Pinnacle Foods Inc. (Pinnacle) | |||
Business Acquisition [Line Items] | |||
Amount of cash each share of common stock acquired is convertible into (in 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 share of common stock acquired is convertible into (in USD per share) | $ 5 | ||
Transaction value | $ 8,030 | ||
Cash payment made in connection with merger | 5,170 | ||
Cash payment for businesses, net of cash acquired | $ 5,120 | ||
Company shares issued out of treasury (shares) | 77,500,000 | ||
Approximate value of Company shares issued | $ 2,820 | ||
Long-term debt incurred in connection with Merger | 51.1 | ||
Issued debt | 8,330 | ||
Cash proceeds from issuance of common stock | 575 | ||
Cash proceeds received from issuance of common stock, net of related fees | 555.7 | ||
Increase to goodwill | $ 5 | ||
Goodwill deductible for income tax purposes | 236.7 | ||
Amortizing intangible assets acquired | $ 668.7 | ||
Weighted average useful life of acquired intangible assets | 25 years | ||
Acquisition related costs incurred | 11.1 | ||
Non-recurring expenses incurred in connection with bridge financing | $ 5.6 |
ACQUISITIONS - Initial Estimate
ACQUISITIONS - Initial Estimated Fair Values of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Millions | Aug. 25, 2019 | May 26, 2019 | Oct. 26, 2018 |
Business Acquisition [Line Items] | |||
Goodwill | $ 11,462.3 | $ 11,460.1 | |
Pinnacle Foods Inc. (Pinnacle) | |||
Business Acquisition [Line Items] | |||
Cash and cash equivalents | $ 47.2 | ||
Receivables | 202.8 | ||
Inventories | 648.8 | ||
Prepaid expenses and other current assets | 14.9 | ||
Property, plant and equipment | 721 | ||
Goodwill | 7,020.9 | ||
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 | (812.3) | ||
Other noncurrent liabilities | (76.3) | ||
Total assets acquired and liabilities assumed | $ 8,034 |
ACQUISITIONS - Pro Forma Inform
ACQUISITIONS - Pro Forma Information (Details) - Pinnacle Foods Inc. (Pinnacle) $ in Millions | 3 Months Ended |
Aug. 26, 2018USD ($) | |
Business Acquisition [Line Items] | |
Pro forma net sales | $ 2,557.1 |
Pro forma net income attributable to Conagra Brands, Inc. | $ 206.3 |
DIVESTITURES AND ASSETS HELD _3
DIVESTITURES AND ASSETS HELD FOR SALE - DSD Snacks Business (Narrative) (Details) - USD ($) $ in Millions | Sep. 11, 2019 | Aug. 25, 2019 | Aug. 26, 2018 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Proceeds from divestiture | $ 0 | $ 30.3 | |
Asset impairment charges | 67 | $ 0.5 | |
DSD Snacks Business | Selling, general and administrative expenses | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Asset impairment charges | 31.4 | ||
Grocery & Snacks | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Asset impairment charges | 43.3 | ||
Grocery & Snacks | Selling, general and administrative expenses | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Asset impairment charges | $ 11.9 | ||
Subsequent Event | Grocery & Snacks | DSD Snacks Business | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Proceeds from divestiture | $ 140 |
DIVESTITURES AND ASSETS HELD _4
DIVESTITURES AND ASSETS HELD FOR SALE - Schedule of Assets and Liabilities Classified as Held for Sale (Details) - USD ($) $ in Millions | Aug. 25, 2019 | May 26, 2019 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Current assets | $ 22.6 | $ 22.3 |
Noncurrent assets | 151 | 188.6 |
Held-for-sale, not discontinued operations | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Current assets | 1.2 | 0.9 |
Noncurrent assets | 19.8 | 32.4 |
Current liabilities | 7 | 4.6 |
Noncurrent liabilities | 5.6 | |
DSD Snacks Business | Held-for-sale, not discontinued operations | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Current assets | 21.4 | 21.4 |
Noncurrent assets | 131.2 | 156.2 |
Current liabilities | 7 | 4.6 |
Noncurrent liabilities | $ 5.6 | $ 0 |
DIVESTITURES AND ASSETS HELD _5
DIVESTITURES AND ASSETS HELD FOR SALE - Schedule of Assets and Liabilities Classified as Held for Sale (Parenthetical) (Details) - Held-for-sale, not discontinued operations - USD ($) $ in Millions | Aug. 25, 2019 | May 26, 2019 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Goodwill | $ 4.9 | |
DSD Snacks Business | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Goodwill | $ 3.2 | $ 34.6 |
DIVESTITURES AND ASSETS HELD _6
DIVESTITURES AND ASSETS HELD FOR SALE - Other Divestitures (Narrative) (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Aug. 25, 2019 | May 26, 2019 | Aug. 26, 2018 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Loss (gain) on divestiture | $ (1.7) | $ 13.3 | |
Gelit | Disposal Group, Disposed of by Sale, Not Discontinued Operations | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Cash proceeds from sales of businesses, net of cash included | $ 77.5 | ||
Wesson | Disposal Group, Disposed of by Sale, Not Discontinued Operations | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Cash proceeds from sales of businesses, net of cash included | $ 168.3 | ||
Del Monte | Disposal Group, Disposed of by Sale, Not Discontinued Operations | International | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Cash proceeds from sales of businesses, net of cash included | 32.2 | ||
Loss (gain) on divestiture | $ 13.2 |
DIVESTITURES AND ASSETS HELD _7
DIVESTITURES AND ASSETS HELD FOR SALE - Other Assets Held for Sale (Narrative) (Details) - USD ($) $ in Millions | 3 Months Ended | |
Aug. 25, 2019 | Aug. 26, 2018 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Asset impairment charges | $ 67 | $ 0.5 |
Grocery & Snacks | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Asset impairment charges | 43.3 | |
Selling, general and administrative expenses | Grocery & Snacks | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Asset impairment charges | $ 11.9 |
DIVESTITURES AND ASSETS HELD _8
DIVESTITURES AND ASSETS HELD FOR SALE - Schedule of Assets and Classified as Held for Sale (Details) - USD ($) $ in Millions | Aug. 25, 2019 | May 26, 2019 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Current assets | $ 22.6 | $ 22.3 |
Noncurrent assets | 151 | 188.6 |
Held-for-sale, not discontinued operations | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Current assets | 1.2 | 0.9 |
Noncurrent assets | $ 19.8 | $ 32.4 |
DIVESTITURES AND ASSETS HELD _9
DIVESTITURES AND ASSETS HELD FOR SALE - Schedule of Assets and Classified as Held for Sale (Parenthetical) (Details) $ in Millions | May 26, 2019USD ($) |
Held-for-sale, not discontinued operations | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Goodwill | $ 4.9 |
RESTRUCTURING ACTIVITIES - Narr
RESTRUCTURING ACTIVITIES - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 7 Months Ended | 9 Months Ended | 66 Months Ended | ||
Aug. 25, 2019 | Aug. 26, 2018 | Aug. 25, 2019 | Aug. 25, 2019 | Aug. 25, 2019 | Dec. 31, 2018 | |
Pinnacle Integration Restructuring Plan | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Charges expected to be incurred | $ 260.9 | $ 260.9 | $ 260.9 | $ 260.9 | $ 360 | |
Cash charges expected to be incurred | 285 | |||||
Non-cash charges expected to be incurred | $ 75 | |||||
Cash charges incurred or expected to be incurred | 251.8 | 251.8 | 251.8 | 251.8 | ||
Non-cash charges incurred or expected to be incurred | 9.1 | 9.1 | 9.1 | 9.1 | ||
Recognized charges | 27.7 | 195.9 | ||||
Charges that have resulted or will result in cash outflows | 25.5 | |||||
Non-cash charges | 2.2 | |||||
Charges that have resulted or will result in cash outflows | 189 | |||||
Non-cash charges | 6.9 | |||||
Conagra Restructuring Plan | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Charges expected to be incurred | 98.4 | 98.4 | 98.4 | 98.4 | ||
Cash charges incurred or expected to be incurred | 32.1 | 32.1 | 32.1 | 32.1 | ||
Non-cash charges incurred or expected to be incurred | 66.3 | 66.3 | 66.3 | 66.3 | ||
Recognized charges | 21.1 | 23.3 | ||||
Charges that have resulted or will result in cash outflows | 4.9 | |||||
Non-cash charges | 16.2 | |||||
Charges that have resulted or will result in cash outflows | 6.3 | |||||
Non-cash charges | 17 | |||||
SCAE Plan | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Charges expected to be incurred | 471.9 | 471.9 | 471.9 | 471.9 | ||
Cash charges expected to be incurred | 321.6 | 321.6 | 321.6 | 321.6 | ||
Non-cash charges expected to be incurred | 150.3 | $ 150.3 | $ 150.3 | 150.3 | ||
Recognized charges | $ 1.3 | $ 0.6 | 471.2 | |||
Charges that have resulted or will result in cash outflows | 320.9 | |||||
Non-cash charges | 150.3 | |||||
SCAE Plan | Cost of goods sold | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Recognized charges | 103.3 | |||||
SCAE Plan | Selling, general and administrative expenses | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Recognized charges | 365.6 | |||||
SCAE Plan | Reclassified to Pension and postretirement non-service income | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Recognized charges | $ 2.3 |
RESTRUCTURING ACTIVITIES - Sche
RESTRUCTURING ACTIVITIES - Schedule of Pre-Tax Expenses in Association with the Restructuring Plan (Details) - USD ($) $ in Millions | 3 Months Ended | 7 Months Ended | 9 Months Ended | |
Aug. 25, 2019 | Aug. 25, 2019 | Aug. 25, 2019 | Dec. 31, 2018 | |
Pinnacle Integration Restructuring Plan | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Charges expected to be incurred | $ 260.9 | $ 260.9 | $ 260.9 | $ 360 |
Recognized pre-tax expenses | 27.7 | 195.9 | ||
Pinnacle Integration Restructuring Plan | Corporate | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Charges expected to be incurred | 251.5 | 251.5 | 251.5 | |
Recognized pre-tax expenses | 26.9 | 189 | ||
Pinnacle Integration Restructuring Plan | Accelerated depreciation | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Charges expected to be incurred | 0.6 | 0.6 | 0.6 | |
Recognized pre-tax expenses | 0.1 | 0.1 | ||
Pinnacle Integration Restructuring Plan | Accelerated depreciation | Corporate | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Charges expected to be incurred | 0 | 0 | 0 | |
Recognized pre-tax expenses | 0 | 0 | ||
Pinnacle Integration Restructuring Plan | Other cost of goods sold | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Charges expected to be incurred | 5.8 | 5.8 | 5.8 | |
Recognized pre-tax expenses | 0.1 | 3.8 | ||
Pinnacle Integration Restructuring Plan | Other cost of goods sold | Corporate | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Charges expected to be incurred | 0 | 0 | 0 | |
Recognized pre-tax expenses | 0 | 0 | ||
Pinnacle Integration Restructuring Plan | Total cost of goods sold | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Charges expected to be incurred | 6.4 | 6.4 | 6.4 | |
Recognized pre-tax expenses | 0.2 | 3.9 | ||
Pinnacle Integration Restructuring Plan | Total cost of goods sold | Corporate | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Charges expected to be incurred | 0 | 0 | 0 | |
Recognized pre-tax expenses | 0 | 0 | ||
Pinnacle Integration Restructuring Plan | Severance and related costs | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Charges expected to be incurred | 118.1 | 118.1 | 118.1 | |
Recognized pre-tax expenses | 3.9 | 116 | ||
Pinnacle Integration Restructuring Plan | Severance and related costs | Corporate | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Charges expected to be incurred | 116.6 | 116.6 | 116.6 | |
Recognized pre-tax expenses | 3.7 | 114.5 | ||
Pinnacle Integration Restructuring Plan | Accelerated depreciation | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Charges expected to be incurred | 8.2 | 8.2 | 8.2 | |
Recognized pre-tax expenses | 1.8 | 6.5 | ||
Pinnacle Integration Restructuring Plan | Accelerated depreciation | Corporate | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Charges expected to be incurred | 8.2 | 8.2 | 8.2 | |
Recognized pre-tax expenses | 1.8 | 6.5 | ||
Pinnacle Integration Restructuring Plan | Asset impairment (net of gains on disposal) | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Charges expected to be incurred | 3.8 | 3.8 | 3.8 | |
Recognized pre-tax expenses | 3.8 | 3.8 | ||
Pinnacle Integration Restructuring Plan | Asset impairment (net of gains on disposal) | Corporate | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Charges expected to be incurred | 3.6 | 3.6 | 3.6 | |
Recognized pre-tax expenses | 3.6 | 3.6 | ||
Pinnacle Integration Restructuring Plan | Contract/lease termination | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Charges expected to be incurred | 17 | 17 | 17 | |
Recognized pre-tax expenses | 7.6 | 8.7 | ||
Pinnacle Integration Restructuring Plan | Contract/lease termination | Corporate | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Charges expected to be incurred | 16.3 | 16.3 | 16.3 | |
Recognized pre-tax expenses | 7.7 | 8 | ||
Pinnacle Integration Restructuring Plan | Consulting/professional fees | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Charges expected to be incurred | 93.3 | 93.3 | 93.3 | |
Recognized pre-tax expenses | 7.7 | 46 | ||
Pinnacle Integration Restructuring Plan | Consulting/professional fees | Corporate | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Charges expected to be incurred | 92.8 | 92.8 | 92.8 | |
Recognized pre-tax expenses | 7.4 | 45.5 | ||
Pinnacle Integration Restructuring Plan | Other selling, general and administrative expenses | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Charges expected to be incurred | 14.1 | 14.1 | 14.1 | |
Recognized pre-tax expenses | 2.7 | 11 | ||
Pinnacle Integration Restructuring Plan | Other selling, general and administrative expenses | Corporate | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Charges expected to be incurred | 14 | 14 | 14 | |
Recognized pre-tax expenses | 2.7 | 10.9 | ||
Pinnacle Integration Restructuring Plan | Selling, general and administrative expenses | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Charges expected to be incurred | 254.5 | 254.5 | 254.5 | |
Recognized pre-tax expenses | 27.5 | 192 | ||
Pinnacle Integration Restructuring Plan | Selling, general and administrative expenses | Corporate | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Charges expected to be incurred | 251.5 | 251.5 | 251.5 | |
Recognized pre-tax expenses | 26.9 | 189 | ||
Pinnacle Integration Restructuring Plan | Grocery & Snacks | Reporting segments | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Charges expected to be incurred | 1.8 | 1.8 | 1.8 | |
Recognized pre-tax expenses | 0.3 | 1.8 | ||
Pinnacle Integration Restructuring Plan | Grocery & Snacks | Accelerated depreciation | Reporting segments | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Charges expected to be incurred | 0 | 0 | 0 | |
Recognized pre-tax expenses | 0 | 0 | ||
Pinnacle Integration Restructuring Plan | Grocery & Snacks | Other cost of goods sold | Reporting segments | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Charges expected to be incurred | 1.6 | 1.6 | 1.6 | |
Recognized pre-tax expenses | 0.1 | 1.6 | ||
Pinnacle Integration Restructuring Plan | Grocery & Snacks | Total cost of goods sold | Reporting segments | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Charges expected to be incurred | 1.6 | 1.6 | 1.6 | |
Recognized pre-tax expenses | 0.1 | 1.6 | ||
Pinnacle Integration Restructuring Plan | Grocery & Snacks | Severance and related costs | Reporting segments | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Charges expected to be incurred | 0 | 0 | 0 | |
Recognized pre-tax expenses | 0 | 0 | ||
Pinnacle Integration Restructuring Plan | Grocery & Snacks | Accelerated depreciation | Reporting segments | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Charges expected to be incurred | 0 | 0 | 0 | |
Recognized pre-tax expenses | 0 | 0 | ||
Pinnacle Integration Restructuring Plan | Grocery & Snacks | Asset impairment (net of gains on disposal) | Reporting segments | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Charges expected to be incurred | 0.2 | 0.2 | 0.2 | |
Recognized pre-tax expenses | 0.2 | 0.2 | ||
Pinnacle Integration Restructuring Plan | Grocery & Snacks | Contract/lease termination | Reporting segments | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Charges expected to be incurred | 0 | 0 | 0 | |
Recognized pre-tax expenses | 0 | 0 | ||
Pinnacle Integration Restructuring Plan | Grocery & Snacks | Consulting/professional fees | Reporting segments | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Charges expected to be incurred | 0 | 0 | 0 | |
Recognized pre-tax expenses | 0 | 0 | ||
Pinnacle Integration Restructuring Plan | Grocery & Snacks | Other selling, general and administrative expenses | Reporting segments | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Charges expected to be incurred | 0 | 0 | 0 | |
Recognized pre-tax expenses | 0 | 0 | ||
Pinnacle Integration Restructuring Plan | Grocery & Snacks | Selling, general and administrative expenses | Reporting segments | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Charges expected to be incurred | 0.2 | 0.2 | 0.2 | |
Recognized pre-tax expenses | 0.2 | 0.2 | ||
Pinnacle Integration Restructuring Plan | International | Reporting segments | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Charges expected to be incurred | 3.5 | 3.5 | 3.5 | |
Recognized pre-tax expenses | 0.4 | 3.5 | ||
Pinnacle Integration Restructuring Plan | International | Accelerated depreciation | Reporting segments | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Charges expected to be incurred | 0 | 0 | 0 | |
Recognized pre-tax expenses | 0 | 0 | ||
Pinnacle Integration Restructuring Plan | International | Other cost of goods sold | Reporting segments | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Charges expected to be incurred | 0.7 | 0.7 | 0.7 | |
Recognized pre-tax expenses | 0 | 0.7 | ||
Pinnacle Integration Restructuring Plan | International | Total cost of goods sold | Reporting segments | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Charges expected to be incurred | 0.7 | 0.7 | 0.7 | |
Recognized pre-tax expenses | 0 | 0.7 | ||
Pinnacle Integration Restructuring Plan | International | Severance and related costs | Reporting segments | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Charges expected to be incurred | 1.5 | 1.5 | 1.5 | |
Recognized pre-tax expenses | 0.2 | 1.5 | ||
Pinnacle Integration Restructuring Plan | International | Accelerated depreciation | Reporting segments | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Charges expected to be incurred | 0 | 0 | 0 | |
Recognized pre-tax expenses | 0 | 0 | ||
Pinnacle Integration Restructuring Plan | International | Asset impairment (net of gains on disposal) | Reporting segments | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Charges expected to be incurred | 0 | 0 | 0 | |
Recognized pre-tax expenses | 0 | 0 | ||
Pinnacle Integration Restructuring Plan | International | Contract/lease termination | Reporting segments | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Charges expected to be incurred | 0.7 | 0.7 | 0.7 | |
Recognized pre-tax expenses | (0.1) | 0.7 | ||
Pinnacle Integration Restructuring Plan | International | Consulting/professional fees | Reporting segments | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Charges expected to be incurred | 0.5 | 0.5 | 0.5 | |
Recognized pre-tax expenses | 0.3 | 0.5 | ||
Pinnacle Integration Restructuring Plan | International | Other selling, general and administrative expenses | Reporting segments | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Charges expected to be incurred | 0.1 | 0.1 | 0.1 | |
Recognized pre-tax expenses | 0 | 0.1 | ||
Pinnacle Integration Restructuring Plan | International | Selling, general and administrative expenses | Reporting segments | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Charges expected to be incurred | 2.8 | 2.8 | 2.8 | |
Recognized pre-tax expenses | 0.4 | 2.8 | ||
Pinnacle Integration Restructuring Plan | Refrigerated & Frozen | Reporting segments | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Charges expected to be incurred | 4.1 | 4.1 | 4.1 | |
Recognized pre-tax expenses | 0.1 | 1.6 | ||
Pinnacle Integration Restructuring Plan | Refrigerated & Frozen | Accelerated depreciation | Reporting segments | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Charges expected to be incurred | 0.6 | 0.6 | 0.6 | |
Recognized pre-tax expenses | 0.1 | 0.1 | ||
Pinnacle Integration Restructuring Plan | Refrigerated & Frozen | Other cost of goods sold | Reporting segments | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Charges expected to be incurred | 3.5 | 3.5 | 3.5 | |
Recognized pre-tax expenses | 0 | 1.5 | ||
Pinnacle Integration Restructuring Plan | Refrigerated & Frozen | Total cost of goods sold | Reporting segments | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Charges expected to be incurred | 4.1 | 4.1 | 4.1 | |
Recognized pre-tax expenses | 0.1 | 1.6 | ||
Pinnacle Integration Restructuring Plan | Refrigerated & Frozen | Severance and related costs | Reporting segments | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Charges expected to be incurred | 0 | 0 | 0 | |
Recognized pre-tax expenses | 0 | 0 | ||
Pinnacle Integration Restructuring Plan | Refrigerated & Frozen | Accelerated depreciation | Reporting segments | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Charges expected to be incurred | 0 | 0 | 0 | |
Recognized pre-tax expenses | 0 | 0 | ||
Pinnacle Integration Restructuring Plan | Refrigerated & Frozen | Asset impairment (net of gains on disposal) | Reporting segments | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Charges expected to be incurred | 0 | 0 | 0 | |
Recognized pre-tax expenses | 0 | 0 | ||
Pinnacle Integration Restructuring Plan | Refrigerated & Frozen | Contract/lease termination | Reporting segments | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Charges expected to be incurred | 0 | 0 | 0 | |
Recognized pre-tax expenses | 0 | 0 | ||
Pinnacle Integration Restructuring Plan | Refrigerated & Frozen | Consulting/professional fees | Reporting segments | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Charges expected to be incurred | 0 | 0 | 0 | |
Recognized pre-tax expenses | 0 | 0 | ||
Pinnacle Integration Restructuring Plan | Refrigerated & Frozen | Other selling, general and administrative expenses | Reporting segments | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Charges expected to be incurred | 0 | 0 | 0 | |
Recognized pre-tax expenses | 0 | 0 | ||
Pinnacle Integration Restructuring Plan | Refrigerated & Frozen | Selling, general and administrative expenses | Reporting segments | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Charges expected to be incurred | 0 | 0 | 0 | |
Recognized pre-tax expenses | 0 | 0 | ||
Conagra Restructuring Plan | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Charges expected to be incurred | 98.4 | 98.4 | 98.4 | |
Recognized pre-tax expenses | 21.1 | 23.3 | ||
Conagra Restructuring Plan | Other cost of goods sold | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Charges expected to be incurred | 9.1 | 9.1 | 9.1 | |
Conagra Restructuring Plan | Other cost of goods sold | Corporate | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Charges expected to be incurred | 0 | 0 | 0 | |
Conagra Restructuring Plan | Total cost of goods sold | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Charges expected to be incurred | 58.3 | 58.3 | 58.3 | |
Recognized pre-tax expenses | 4.3 | 5.1 | ||
Conagra Restructuring Plan | Total cost of goods sold | Corporate | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Charges expected to be incurred | 0 | 0 | 0 | |
Recognized pre-tax expenses | 0 | 0 | ||
Conagra Restructuring Plan | Severance and related costs | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Charges expected to be incurred | 13.7 | 13.7 | 13.7 | |
Recognized pre-tax expenses | 4 | 5.4 | ||
Conagra Restructuring Plan | Severance and related costs | Corporate | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Charges expected to be incurred | 0.2 | 0.2 | 0.2 | |
Recognized pre-tax expenses | 0 | 0.2 | ||
Conagra Restructuring Plan | Accelerated depreciation | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Charges expected to be incurred | 49.2 | 49.2 | 49.2 | |
Recognized pre-tax expenses | 4.3 | 5.1 | ||
Conagra Restructuring Plan | Accelerated depreciation | Corporate | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Charges expected to be incurred | 0 | 0 | 0 | |
Recognized pre-tax expenses | 0 | 0 | ||
Conagra Restructuring Plan | Asset impairment (net of gains on disposal) | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Charges expected to be incurred | 11.9 | 11.9 | 11.9 | |
Recognized pre-tax expenses | 11.9 | 11.9 | ||
Conagra Restructuring Plan | Asset impairment (net of gains on disposal) | Corporate | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Charges expected to be incurred | 0 | 0 | 0 | |
Recognized pre-tax expenses | 0 | 0 | ||
Conagra Restructuring Plan | Contract/lease termination | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Charges expected to be incurred | 0.3 | 0.3 | 0.3 | |
Recognized pre-tax expenses | 0.1 | 0.1 | ||
Conagra Restructuring Plan | Contract/lease termination | Corporate | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Charges expected to be incurred | 0.1 | 0.1 | 0.1 | |
Recognized pre-tax expenses | 0.1 | 0.1 | ||
Conagra Restructuring Plan | Other selling, general and administrative expenses | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Charges expected to be incurred | 13.6 | 13.6 | 13.6 | |
Recognized pre-tax expenses | 0.2 | 0.2 | ||
Conagra Restructuring Plan | Other selling, general and administrative expenses | Corporate | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Charges expected to be incurred | 0 | 0 | 0 | |
Recognized pre-tax expenses | 0 | 0 | ||
Conagra Restructuring Plan | Selling, general and administrative expenses | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Charges expected to be incurred | 39.5 | 39.5 | 39.5 | |
Recognized pre-tax expenses | 16.2 | 17.6 | ||
Conagra Restructuring Plan | Selling, general and administrative expenses | Corporate | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Charges expected to be incurred | 0.3 | 0.3 | 0.3 | |
Recognized pre-tax expenses | 0.1 | 0.3 | ||
Conagra Restructuring Plan | Total | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Charges expected to be incurred | 97.8 | 97.8 | 97.8 | |
Recognized pre-tax expenses | 20.5 | 22.7 | ||
Conagra Restructuring Plan | Total | Corporate | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Charges expected to be incurred | 0.3 | 0.3 | 0.3 | |
Recognized pre-tax expenses | 0.1 | 0.3 | ||
Conagra Restructuring Plan | Pension And Postretirement Nonservice Cost Income | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Charges expected to be incurred | 0.6 | 0.6 | 0.6 | |
Recognized pre-tax expenses | 0.6 | 0.6 | ||
Conagra Restructuring Plan | Grocery & Snacks | Other cost of goods sold | Reporting segments | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Charges expected to be incurred | 9 | 9 | 9 | |
Conagra Restructuring Plan | Grocery & Snacks | Total cost of goods sold | Reporting segments | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Charges expected to be incurred | 56.5 | 56.5 | 56.5 | |
Recognized pre-tax expenses | 3.9 | 3.9 | ||
Conagra Restructuring Plan | Grocery & Snacks | Severance and related costs | Reporting segments | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Charges expected to be incurred | 11.1 | 11.1 | 11.1 | |
Recognized pre-tax expenses | 3 | 3 | ||
Conagra Restructuring Plan | Grocery & Snacks | Accelerated depreciation | Reporting segments | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Charges expected to be incurred | 47.5 | 47.5 | 47.5 | |
Recognized pre-tax expenses | 3.9 | 3.9 | ||
Conagra Restructuring Plan | Grocery & Snacks | Asset impairment (net of gains on disposal) | Reporting segments | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Charges expected to be incurred | 11.9 | 11.9 | 11.9 | |
Recognized pre-tax expenses | 11.9 | 11.9 | ||
Conagra Restructuring Plan | Grocery & Snacks | Contract/lease termination | Reporting segments | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Charges expected to be incurred | 0.2 | 0.2 | 0.2 | |
Recognized pre-tax expenses | 0 | 0 | ||
Conagra Restructuring Plan | Grocery & Snacks | Other selling, general and administrative expenses | Reporting segments | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Charges expected to be incurred | 12.3 | 12.3 | 12.3 | |
Recognized pre-tax expenses | 0.2 | 0.2 | ||
Conagra Restructuring Plan | Grocery & Snacks | Selling, general and administrative expenses | Reporting segments | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Charges expected to be incurred | 35.5 | 35.5 | 35.5 | |
Recognized pre-tax expenses | 15.1 | 15.1 | ||
Conagra Restructuring Plan | Grocery & Snacks | Total | Reporting segments | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Charges expected to be incurred | 92 | 92 | 92 | |
Recognized pre-tax expenses | 19 | 19 | ||
Conagra Restructuring Plan | International | Other cost of goods sold | Reporting segments | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Charges expected to be incurred | 0 | 0 | 0 | |
Conagra Restructuring Plan | International | Total cost of goods sold | Reporting segments | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Charges expected to be incurred | 0 | 0 | 0 | |
Recognized pre-tax expenses | 0 | 0 | ||
Conagra Restructuring Plan | International | Severance and related costs | Reporting segments | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Charges expected to be incurred | 1.8 | 1.8 | 1.8 | |
Recognized pre-tax expenses | 0.9 | 1.6 | ||
Conagra Restructuring Plan | International | Accelerated depreciation | Reporting segments | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Charges expected to be incurred | 0 | 0 | 0 | |
Recognized pre-tax expenses | 0 | 0 | ||
Conagra Restructuring Plan | International | Asset impairment (net of gains on disposal) | Reporting segments | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Charges expected to be incurred | 0 | 0 | 0 | |
Recognized pre-tax expenses | 0 | 0 | ||
Conagra Restructuring Plan | International | Contract/lease termination | Reporting segments | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Charges expected to be incurred | 0 | 0 | 0 | |
Recognized pre-tax expenses | 0 | 0 | ||
Conagra Restructuring Plan | International | Other selling, general and administrative expenses | Reporting segments | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Charges expected to be incurred | 0 | 0 | 0 | |
Recognized pre-tax expenses | 0 | 0 | ||
Conagra Restructuring Plan | International | Selling, general and administrative expenses | Reporting segments | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Charges expected to be incurred | 1.8 | 1.8 | 1.8 | |
Recognized pre-tax expenses | 0.9 | 1.6 | ||
Conagra Restructuring Plan | International | Total | Reporting segments | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Charges expected to be incurred | 1.8 | 1.8 | 1.8 | |
Recognized pre-tax expenses | 0.9 | 1.6 | ||
Conagra Restructuring Plan | Refrigerated & Frozen | Other cost of goods sold | Reporting segments | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Charges expected to be incurred | 0.1 | 0.1 | 0.1 | |
Conagra Restructuring Plan | Refrigerated & Frozen | Total cost of goods sold | Reporting segments | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Charges expected to be incurred | 1.8 | 1.8 | 1.8 | |
Recognized pre-tax expenses | 0.4 | 1.2 | ||
Conagra Restructuring Plan | Refrigerated & Frozen | Severance and related costs | Reporting segments | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Charges expected to be incurred | 0.6 | 0.6 | 0.6 | |
Recognized pre-tax expenses | 0.1 | 0.6 | ||
Conagra Restructuring Plan | Refrigerated & Frozen | Accelerated depreciation | Reporting segments | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Charges expected to be incurred | 1.7 | 1.7 | 1.7 | |
Recognized pre-tax expenses | 0.4 | 1.2 | ||
Conagra Restructuring Plan | Refrigerated & Frozen | Asset impairment (net of gains on disposal) | Reporting segments | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Charges expected to be incurred | 0 | 0 | 0 | |
Recognized pre-tax expenses | 0 | 0 | ||
Conagra Restructuring Plan | Refrigerated & Frozen | Contract/lease termination | Reporting segments | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Charges expected to be incurred | 0 | 0 | 0 | |
Recognized pre-tax expenses | 0 | 0 | ||
Conagra Restructuring Plan | Refrigerated & Frozen | Other selling, general and administrative expenses | Reporting segments | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Charges expected to be incurred | 1.3 | 1.3 | 1.3 | |
Recognized pre-tax expenses | 0 | 0 | ||
Conagra Restructuring Plan | Refrigerated & Frozen | Selling, general and administrative expenses | Reporting segments | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Charges expected to be incurred | 1.9 | 1.9 | 1.9 | |
Recognized pre-tax expenses | 0.1 | 0.6 | ||
Conagra Restructuring Plan | Refrigerated & Frozen | Total | Reporting segments | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Charges expected to be incurred | 3.7 | 3.7 | $ 3.7 | |
Recognized pre-tax expenses | $ 0.5 | $ 1.8 |
RESTRUCTURING ACTIVITIES - Sc_2
RESTRUCTURING ACTIVITIES - Schedule of Liabilities Recorded for the Restructuring Plan (Details) $ in Millions | 3 Months Ended |
Aug. 25, 2019USD ($) | |
Pinnacle Integration Restructuring Plan | |
Restructuring Cost and Reserve | |
Beginning balance | $ 97.5 |
Costs Incurred and Charged to Expense | 17.3 |
Costs Paid or Otherwise Settled | (41.9) |
Changes in Estimates | 0 |
Ending balance | 72.9 |
Pinnacle Integration Restructuring Plan | Severance and related costs | |
Restructuring Cost and Reserve | |
Beginning balance | 76.9 |
Costs Incurred and Charged to Expense | 3.9 |
Costs Paid or Otherwise Settled | (23.7) |
Changes in Estimates | 0 |
Ending balance | 57.1 |
Pinnacle Integration Restructuring Plan | Contract termination | |
Restructuring Cost and Reserve | |
Beginning balance | 1 |
Costs Incurred and Charged to Expense | 3 |
Costs Paid or Otherwise Settled | (1) |
Changes in Estimates | 0 |
Ending balance | 3 |
Pinnacle Integration Restructuring Plan | Consulting/professional fees | |
Restructuring Cost and Reserve | |
Beginning balance | 18.4 |
Costs Incurred and Charged to Expense | 7.7 |
Costs Paid or Otherwise Settled | (14.7) |
Changes in Estimates | 0 |
Ending balance | 11.4 |
Pinnacle Integration Restructuring Plan | Other costs | |
Restructuring Cost and Reserve | |
Beginning balance | 1.2 |
Costs Incurred and Charged to Expense | 2.7 |
Costs Paid or Otherwise Settled | (2.5) |
Changes in Estimates | 0 |
Ending balance | 1.4 |
Conagra Restructuring Plan | |
Restructuring Cost and Reserve | |
Beginning balance | 1.2 |
Costs Incurred and Charged to Expense | 4.4 |
Costs Paid or Otherwise Settled | (0.4) |
Changes in Estimates | (0.1) |
Ending balance | 5.1 |
Conagra Restructuring Plan | Severance and related costs | |
Restructuring Cost and Reserve | |
Beginning balance | 1.2 |
Costs Incurred and Charged to Expense | 4.1 |
Costs Paid or Otherwise Settled | (0.1) |
Changes in Estimates | (0.1) |
Ending balance | 5.1 |
Conagra Restructuring Plan | Contract termination | |
Restructuring Cost and Reserve | |
Beginning balance | 0 |
Costs Incurred and Charged to Expense | 0.1 |
Costs Paid or Otherwise Settled | (0.1) |
Changes in Estimates | 0 |
Ending balance | 0 |
Conagra Restructuring Plan | Other costs | |
Restructuring Cost and Reserve | |
Beginning balance | 0 |
Costs Incurred and Charged to Expense | 0.2 |
Costs Paid or Otherwise Settled | (0.2) |
Changes in Estimates | 0 |
Ending balance | $ 0 |
LONG-TERM DEBT AND REVOLVING _3
LONG-TERM DEBT AND REVOLVING CREDIT FACILITY - Narrative (Details) - USD ($) | 3 Months Ended | ||||
Aug. 25, 2019 | Nov. 25, 2018 | Aug. 26, 2018 | Nov. 27, 2022 | May 26, 2019 | |
Debt Instrument [Line Items] | |||||
Repayments of long-term debt | $ 205,800,000 | $ 0 | |||
Remaining balance of debt | 10,470,000,000 | $ 10,680,000,000 | |||
Impact of interest rate swap contracts designated as cash flow hedges | $ 800,000 | 0 | |||
Required minimum ratio of EBITDA to interest expense | 3.00% | ||||
Ratio of funded debt to EBITDA (maximum) | 5.875% | ||||
Accrued interest | $ 146,900,000 | $ 61,300,000 | |||
Scenario, Forecast | |||||
Debt Instrument [Line Items] | |||||
Ratio of funded debt to EBITDA (maximum) | 3.75% | ||||
Interest Rate Swap | |||||
Debt Instrument [Line Items] | |||||
Proceeds from settlement of interest rate swaps | $ 47,500,000 | ||||
Three-year Term Loans Maturing on October 26, 2021 | |||||
Debt Instrument [Line Items] | |||||
Repayments of long-term debt | 100,000,000 | ||||
Remaining balance of debt | 100,000,000 | ||||
Five-year Term Loans Maturing on October 26, 2023 | |||||
Debt Instrument [Line Items] | |||||
Repayments of long-term debt | 100,000,000 | ||||
Remaining balance of debt | 100,000,000 | ||||
Term Loan | |||||
Debt Instrument [Line Items] | |||||
Aggregate principal amount | 1,300,000,000 | ||||
Repayments of long-term debt | 200,000,000 | ||||
Remaining balance of debt | 200,000,000 | ||||
Interest Expense | |||||
Debt Instrument [Line Items] | |||||
Impact of interest rate swap contracts designated as cash flow hedges | 900,000 | ||||
Bridge Financing | |||||
Debt Instrument [Line Items] | |||||
Maximum borrowing capacity | 9,000,000,000 | ||||
Costs incurred in connection with bridge financing | 45,700,000 | ||||
Bridge Financing | Interest Expense | |||||
Debt Instrument [Line Items] | |||||
Net interest expense resulting from amortization of incurred costs | $ 5,600,000 | ||||
Senior Notes | New Senior Unsecured Notes | |||||
Debt Instrument [Line Items] | |||||
Aggregate principal amount | 7,025,000,000 | ||||
Senior Notes | Floating Rate Senior Notes due October 22, 2020 | |||||
Debt Instrument [Line Items] | |||||
Aggregate principal amount | $ 525,000,000 | ||||
Basis spread on variable interest rate | 0.75% | ||||
Senior Notes | 3.8% Senior Notes due October 22, 2021 | |||||
Debt Instrument [Line Items] | |||||
Aggregate principal amount | $ 1,200,000,000 | ||||
Stated interest rate | 3.80% | ||||
Senior Notes | 4.3% Senior Notes due May 1, 2024 | |||||
Debt Instrument [Line Items] | |||||
Aggregate principal amount | $ 1,000,000,000 | ||||
Stated interest rate | 4.30% | ||||
Senior Notes | 4.6% Senior Notes due November 1, 2025 | |||||
Debt Instrument [Line Items] | |||||
Aggregate principal amount | $ 1,000,000,000 | ||||
Stated interest rate | 4.60% | ||||
Senior Notes | 4.85% Senior Notes due November 1, 2028 | |||||
Debt Instrument [Line Items] | |||||
Aggregate principal amount | $ 1,300,000,000 | ||||
Stated interest rate | 4.85% | ||||
Senior Notes | 5.3% Senior Notes due November 1, 2038 | |||||
Debt Instrument [Line Items] | |||||
Aggregate principal amount | $ 1,000,000,000 | ||||
Stated interest rate | 5.30% | ||||
Senior Notes | 5.4% Senior Notes due November 1, 2048 | |||||
Debt Instrument [Line Items] | |||||
Aggregate principal amount | $ 1,000,000,000 | ||||
Stated interest rate | 5.40% | ||||
Unsecured Debt | Three-year Term Loans Maturing on October 26, 2021 | |||||
Debt Instrument [Line Items] | |||||
Proceeds from new Term Loan Facility | $ 650,000,000 | ||||
Debt Instrument, Term | 3 years | ||||
Unsecured Debt | Five-year Term Loans Maturing on October 26, 2023 | |||||
Debt Instrument [Line Items] | |||||
Proceeds from new Term Loan Facility | $ 650,000,000 | ||||
Debt Instrument, Term | 5 years | ||||
Unsecured Debt | Term Loan | |||||
Debt Instrument [Line Items] | |||||
Proceeds from new Term Loan Facility | $ 1,300,000,000 | ||||
Unsecured Debt | Term Loan | Base rate | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable interest rate | 0.50% | ||||
Unsecured Debt | Term Loan | One-month LIBOR | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable interest rate | 1.00% | ||||
Minimum | Unsecured Debt | Three-year Term Loans Maturing on October 26, 2021 | London Interbank Offered Rate (LIBOR) | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable interest rate | 1.00% | ||||
Minimum | Unsecured Debt | Three-year Term Loans Maturing on October 26, 2021 | One-month LIBOR | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable interest rate | 0.00% | ||||
Minimum | Unsecured Debt | Five-year Term Loans Maturing on October 26, 2023 | London Interbank Offered Rate (LIBOR) | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable interest rate | 1.125% | ||||
Minimum | Unsecured Debt | Five-year Term Loans Maturing on October 26, 2023 | One-month LIBOR | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable interest rate | 0.125% | ||||
Maximum | Unsecured Debt | Three-year Term Loans Maturing on October 26, 2021 | London Interbank Offered Rate (LIBOR) | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable interest rate | 1.625% | ||||
Maximum | Unsecured Debt | Three-year Term Loans Maturing on October 26, 2021 | One-month LIBOR | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable interest rate | 0.625% | ||||
Maximum | Unsecured Debt | Five-year Term Loans Maturing on October 26, 2023 | London Interbank Offered Rate (LIBOR) | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable interest rate | 1.75% | ||||
Maximum | Unsecured Debt | Five-year Term Loans Maturing on October 26, 2023 | One-month LIBOR | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable interest rate | 0.75% | ||||
The Facility | |||||
Debt Instrument [Line Items] | |||||
Maximum borrowing capacity | 1,600,000,000 | ||||
Maximum additional borrowing capacity | 2,100,000,000 | ||||
Outstanding borrowings under revolving credit facility | $ 0 | ||||
The Facility | Minimum | |||||
Debt Instrument [Line Items] | |||||
Duration of additional extension terms available for credit facility | 1 year | ||||
The Facility | Maximum | |||||
Debt Instrument [Line Items] | |||||
Duration of additional extension terms available for credit facility | 2 years |
LONG-TERM DEBT AND REVOLVING _4
LONG-TERM DEBT AND REVOLVING CREDIT FACILITY - Schedule of Net Interest Expense (Details) - USD ($) $ in Millions | 3 Months Ended | |
Aug. 25, 2019 | Aug. 26, 2018 | |
Debt Disclosure [Abstract] | ||
Long-term debt | $ 124.3 | $ 42.9 |
Short-term debt | 0.5 | 7.5 |
Interest income | (0.6) | (0.6) |
Interest capitalized | (1.5) | (0.8) |
Net interest expense | $ 122.7 | $ 49 |
GOODWILL AND OTHER IDENTIFIAB_3
GOODWILL AND OTHER IDENTIFIABLE INTANGIBLE ASSETS - Schedule of Change in Carrying Amount of Goodwill, Excluding Amounts Classified as Held for Sale (Details) $ in Millions | 3 Months Ended |
Aug. 25, 2019USD ($) | |
Goodwill | |
Balance as of May 26, 2019 | $ 11,460.1 |
Purchase accounting adjustments | 5 |
Currency translation | (2.8) |
Balance as of August 25, 2019 | 11,462.3 |
Grocery & Snacks | |
Goodwill | |
Balance as of May 26, 2019 | 4,746.7 |
Purchase accounting adjustments | 1.2 |
Currency translation | 0 |
Balance as of August 25, 2019 | 4,747.9 |
Refrigerated & Frozen | |
Goodwill | |
Balance as of May 26, 2019 | 5,661.7 |
Purchase accounting adjustments | 3.8 |
Currency translation | 0 |
Balance as of August 25, 2019 | 5,665.5 |
International | |
Goodwill | |
Balance as of May 26, 2019 | 299 |
Purchase accounting adjustments | 0 |
Currency translation | (2.8) |
Balance as of August 25, 2019 | 296.2 |
Foodservice | |
Goodwill | |
Balance as of May 26, 2019 | 752.7 |
Purchase accounting adjustments | 0 |
Currency translation | 0 |
Balance as of August 25, 2019 | $ 752.7 |
GOODWILL AND OTHER IDENTIFIAB_4
GOODWILL AND OTHER IDENTIFIABLE INTANGIBLE ASSETS - Schedule of Other Identifiable Intangible Assets, Excluding Amounts Classified as Held for Sale (Details) - USD ($) $ in Millions | Aug. 25, 2019 | May 26, 2019 |
Non-amortizing intangible assets | ||
Gross Carrying Amount | $ 3,557.7 | $ 3,577.7 |
Amortizing intangible assets | ||
Gross Carrying Amount | 1,242.9 | 1,242.5 |
Accumulated Amortization | 275.8 | 260.7 |
Identifiable intangible assets | ||
Gross Carrying Amount | $ 4,800.6 | $ 4,820.2 |
GOODWILL AND OTHER IDENTIFIAB_5
GOODWILL AND OTHER IDENTIFIABLE INTANGIBLE ASSETS - Narrative (Details) - USD ($) | May 26, 2019 | Aug. 25, 2019 | Aug. 26, 2018 | Oct. 26, 2018 |
Goodwill [Line Items] | ||||
Goodwill | $ 11,460,100,000 | $ 11,462,300,000 | ||
Fair value measurements discounted cash flow period | 5 years | |||
Remaining weighted average life of amortizing intangible assets | 20 years | |||
Amortization expense | $ 15,000,000 | $ 8,300,000 | ||
Average amortization annual expense in year one | 58,000,000 | |||
Average amortization annual expense in year two | 58,000,000 | |||
Average amortization annual expense in year three | 58,000,000 | |||
Average amortization annual expense in year four | 58,000,000 | |||
Average amortization annual expense in year five | 58,000,000 | |||
Minimum | ||||
Goodwill [Line Items] | ||||
Fair value measurement inputs terminal growth rate | 1.00% | |||
Maximum | ||||
Goodwill [Line Items] | ||||
Fair value measurement inputs terminal growth rate | 2.00% | |||
Domestic Reporting Units | ||||
Goodwill [Line Items] | ||||
Fair value measurement inputs discount rate | 7.00% | |||
International Reporting Units | Minimum | ||||
Goodwill [Line Items] | ||||
Fair value measurement inputs discount rate | 8.00% | |||
International Reporting Units | Maximum | ||||
Goodwill [Line Items] | ||||
Fair value measurement inputs discount rate | 11.00% | |||
One International Reporting Unit | ||||
Goodwill [Line Items] | ||||
Fair value measurement inputs terminal growth rate | 3.00% | |||
Three Reporting Units | ||||
Goodwill [Line Items] | ||||
Goodwill | $ 3,500,000,000 | |||
Grocery & Snacks | ||||
Goodwill [Line Items] | ||||
Goodwill | 4,746,700,000 | 4,747,900,000 | ||
Impairment charges for indefinite lived intangibles | 3,500,000 | |||
Refrigerated & Frozen | ||||
Goodwill [Line Items] | ||||
Goodwill | 5,661,700,000 | 5,665,500,000 | ||
Impairment charges for indefinite lived intangibles | 15,800,000 | |||
International | ||||
Goodwill [Line Items] | ||||
Goodwill | 299,000,000 | 296,200,000 | ||
Foodservice | ||||
Goodwill [Line Items] | ||||
Goodwill | 752,700,000 | 752,700,000 | ||
Refrigerated & Frozen and Grocery & Snacks | Selling, general and administrative expenses | Brands and Trademarks | ||||
Goodwill [Line Items] | ||||
Impairment charges for indefinite lived intangibles | 19,300,000 | |||
Pinnacle Foods Inc. (Pinnacle) | ||||
Goodwill [Line Items] | ||||
Goodwill | $ 7,020,900,000 | |||
Goodwill impairment loss | $ 0 | |||
Pinnacle Foods Inc. (Pinnacle) | Grocery & Snacks | ||||
Goodwill [Line Items] | ||||
Goodwill | 2,190,000,000 | |||
Pinnacle Foods Inc. (Pinnacle) | Refrigerated & Frozen | ||||
Goodwill [Line Items] | ||||
Goodwill | 4,580,000,000 | |||
Pinnacle Foods Inc. (Pinnacle) | International | ||||
Goodwill [Line Items] | ||||
Goodwill | 58,500,000 | |||
Pinnacle Foods Inc. (Pinnacle) | Foodservice | ||||
Goodwill [Line Items] | ||||
Goodwill | $ 181,600,000 |
GOODWILL AND OTHER IDENTIFIAB_6
GOODWILL AND OTHER IDENTIFIABLE INTANGIBLE ASSETS - Schedule of Estimated Fair Value in Excess of Carrying Value (Details) - USD ($) $ in Millions | Aug. 25, 2019 | May 26, 2019 |
Goodwill [Line Items] | ||
Carrying Value of Goodwill | $ 11,462.3 | $ 11,460.1 |
Refrigerated & Frozen | ||
Goodwill [Line Items] | ||
Carrying Value of Goodwill | 5,665.5 | 5,661.7 |
Refrigerated & Frozen | Sides, Components, Enhancers | ||
Goodwill [Line Items] | ||
Carrying Value of Goodwill | $ 2,636.6 | |
Excess Fair Value as of Fiscal 2020 Test Date | 18.10% | |
Foodservice | ||
Goodwill [Line Items] | ||
Carrying Value of Goodwill | 752.7 | $ 752.7 |
Excess Fair Value as of Fiscal 2020 Test Date | 36.70% | |
International | ||
Goodwill [Line Items] | ||
Carrying Value of Goodwill | $ 296.2 | $ 299 |
International | Canada | ||
Goodwill [Line Items] | ||
Carrying Value of Goodwill | $ 96.2 | |
Excess Fair Value as of Fiscal 2020 Test Date | 32.00% |
DERIVATIVE FINANCIAL INSTRUME_3
DERIVATIVE FINANCIAL INSTRUMENTS - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | ||||
Aug. 25, 2019 | Nov. 25, 2018 | Aug. 26, 2018 | May 26, 2019 | May 27, 2018 | |
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Period to hedge portion of anticipated consumption of commodity inputs (up to) | 36 months | ||||
Gain recognized in other comprehensive income | $ (1.6) | $ (57.9) | |||
Deferred gain in AOCI upon settlement of contracts | 7,516.8 | $ 3,815 | $ 7,463.7 | $ 3,756.6 | |
Setoff amounts applied against total derivative assets | 1.4 | 0.5 | |||
Setoff amounts applied against total derivative liabilities | 2.5 | 0.4 | |||
Level 2 | |||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Maximum amount of loss due to credit risk of counterparties | 0.7 | ||||
Prepaid expenses and other current assets | |||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Amounts representing a right to reclaim cash collateral | 1.4 | ||||
Amounts representing an obligation to return cash collateral | 0.1 | ||||
Cash flow hedge, Pinnacle | |||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Gain recognized in other comprehensive income | $ 47.5 | ||||
Commodity contracts | Purchase contracts | |||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Notional value of contracts | 62.7 | 140.1 | |||
Commodity contracts | Sales contracts | |||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Notional value of contracts | 14.8 | 18.5 | |||
Foreign exchange contracts | |||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Notional value of contracts | 99.8 | 88.2 | |||
Accumulated Gain (Loss), Net, Cash Flow Hedge | |||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Deferred gain in AOCI upon settlement of contracts | 32.2 | $ 34 | |||
Accumulated Gain (Loss), Net, Cash Flow Hedge | Cash flow hedge, Pinnacle | |||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Deferred gain in AOCI upon settlement of contracts | $ 44.6 |
DERIVATIVE FINANCIAL INSTRUME_4
DERIVATIVE FINANCIAL INSTRUMENTS - Schedule of Derivative Assets and Liabilities and Amounts Representing Right to Reclaim or Obligation to Return Cash Collateral (Details) - USD ($) $ in Millions | Aug. 25, 2019 | May 26, 2019 |
Derivative Instruments And Hedging Activities Disclosure [Abstract] | ||
Prepaid expenses and other current assets | $ 2.6 | $ 5.9 |
Other accrued liabilities | $ 1.2 | $ 1.4 |
DERIVATIVE FINANCIAL INSTRUME_5
DERIVATIVE FINANCIAL INSTRUMENTS - Schedule of Derivative Assets and Liabilities on a Gross Basis (Details) - Total derivatives not designated as hedging instruments - USD ($) $ in Millions | Aug. 25, 2019 | May 26, 2019 |
Derivatives, Fair Value [Line Items] | ||
Derivative Assets | $ 1.2 | $ 6.4 |
Derivative Liabilities | 3.7 | 1.8 |
Commodity contracts | Prepaid expenses and other current assets | ||
Derivatives, Fair Value [Line Items] | ||
Derivative Assets | 0.7 | 4.9 |
Commodity contracts | Other accrued liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Derivative Liabilities | 3.1 | 0.9 |
Foreign exchange contracts | Prepaid expenses and other current assets | ||
Derivatives, Fair Value [Line Items] | ||
Derivative Assets | 0.5 | 1.4 |
Foreign exchange contracts | Other accrued liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Derivative Liabilities | $ 0.6 | 0.9 |
Other | Prepaid expenses and other current assets | ||
Derivatives, Fair Value [Line Items] | ||
Derivative Assets | 0.1 | |
Other | Other accrued liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Derivative Liabilities | $ 0 |
DERIVATIVE FINANCIAL INSTRUME_6
DERIVATIVE FINANCIAL INSTRUMENTS - Schedule of Location and Amount of Gain (Loss) from Derivatives Not Designated as Hedging Instruments (Details) - USD ($) $ in Millions | 3 Months Ended | |
Aug. 25, 2019 | Aug. 26, 2018 | |
Derivatives, Fair Value [Line Items] | ||
Total losses from derivative instruments not designated as hedging instruments | $ (7.3) | $ (6.5) |
Commodity contracts | Cost of goods sold | ||
Derivatives, Fair Value [Line Items] | ||
Total losses from derivative instruments not designated as hedging instruments | (6.4) | (7) |
Foreign exchange contracts | Cost of goods sold | ||
Derivatives, Fair Value [Line Items] | ||
Total losses from derivative instruments not designated as hedging instruments | $ (0.9) | $ 0.5 |
SHARE-BASED PAYMENTS (Details)
SHARE-BASED PAYMENTS (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 3 Months Ended | ||
Aug. 25, 2019 | Nov. 25, 2018 | Aug. 26, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total stock-based compensation expense | $ 11.9 | $ 12.3 | |
Stock-based compensation expense due to accelerated vesting of awards related to Pinnacle integration restructuring activities | $ 0.3 | ||
Restricted stock units | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock granted, shares (in shares) | 1.2 | ||
Weighted average grant date price (in dollars per share) | $ 28.20 | ||
Performance shares | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock granted, shares (in shares) | 0.6 | ||
Weighted average grant date price (in dollars per share) | $ 28.41 | ||
Performance shares | Fiscal 2020 | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period | 3 years | ||
Performance shares | Fiscal 2021 | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period | 3 years | ||
Performance shares | Fiscal 2022 | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period | 3 years | ||
Performance shares | Minimum | Fiscal 2020 | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award payout (as a percent) | 0.00% | ||
Performance shares | Minimum | Fiscal 2021 | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award payout (as a percent) | 0.00% | ||
Performance shares | Minimum | Fiscal 2022 | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award payout (as a percent) | 0.00% | ||
Performance shares | Maximum | Fiscal 2020 | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award payout (as a percent) | 200.00% | ||
Performance shares | Maximum | Fiscal 2021 | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award payout (as a percent) | 200.00% | ||
Performance shares | Maximum | Fiscal 2022 | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award payout (as a percent) | 200.00% | ||
Pinnacle Foods Inc. (Pinnacle) | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock granted, shares (in shares) | 2 | ||
Weighted average grant date price (in dollars per share) | $ 36.37 | ||
Fair value of replacement awards granted attributable to pre-combination service | $ 7.9 | $ 51.1 | |
Post-combination expense expected to be recognized | $ 2.3 | ||
Remaining post-combination recognition period | 2 years | ||
Pinnacle Foods Inc. (Pinnacle) | Stock appreciation rights | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock granted, shares (in shares) | 2.3 | ||
Weighted average grant date price (in dollars per share) | $ 36.37 |
EARNINGS PER SHARE - Reconcilia
EARNINGS PER SHARE - Reconciliation of Income and Average Share Amounts Used to Compute Basic and Diluted Earnings (Loss) Per Share (Details) - USD ($) shares in Millions, $ in Millions | 3 Months Ended | ||
Aug. 25, 2019 | Oct. 26, 2018 | Aug. 26, 2018 | |
Earnings Per Share [Abstract] | |||
Net income attributable to Conagra Brands, Inc. common stockholders | $ 173.8 | $ 178.2 | $ 178.2 |
Weighted average shares outstanding: | |||
Basic weighted average shares outstanding (in shares) | 486.8 | 391.7 | |
Add: Dilutive effect of stock options, restricted stock unit awards, and other dilutive securities (in shares) | 1.1 | 2.4 | |
Diluted weighted average shares outstanding (in shares) | 487.9 | 394.1 |
EARNINGS PER SHARE - Narrative
EARNINGS PER SHARE - Narrative (Details) - shares shares in Millions | 3 Months Ended | |
Aug. 25, 2019 | Aug. 26, 2018 | |
Stock options | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Stock options outstanding excluded from EPS calculation (in shares) | 2.1 | 0.8 |
INVENTORIES (Details)
INVENTORIES (Details) - USD ($) $ in Millions | Aug. 25, 2019 | May 26, 2019 |
Inventory Disclosure [Abstract] | ||
Raw materials and packaging | $ 263.7 | $ 273.7 |
Work in process | 155.8 | 126.9 |
Finished goods | 1,268.1 | 1,095.6 |
Supplies and other | 68.1 | 67.1 |
Total | $ 1,755.7 | $ 1,563.3 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Aug. 25, 2019 | Aug. 26, 2018 | May 26, 2019 | |
Income Tax Contingency [Line Items] | |||
Income tax expense (benefit) | $ (11.5) | $ 57.4 | |
Effective tax rate | (7.00%) | 24.40% | |
Gross unrecognized tax benefits for uncertain tax positions | $ 39.6 | $ 44.1 | |
Tax positions for which ultimate deductibility is highly certain but timing of such deductibility is uncertain | 1 | 1 | |
Related liabilities for gross interest and penalties | 7.3 | 11.7 | |
Net amount of unrecognized tax benefits that, if recognized, would impact the effective tax rate | 33.8 | 37.3 | |
Gross unrecognized tax benefits, estimated decrease over the next twelve months (up to) | 15.9 | ||
Deferred tax asset | 688.9 | 687.1 | |
Corresponding valuation allowances | 688.9 | 687.1 | |
Discontinued operations | |||
Income Tax Contingency [Line Items] | |||
Net amount of unrecognized tax benefits that, if recognized, would impact the effective tax rate | $ 6.7 | $ 6.7 |
LEASES - Narrative (Details)
LEASES - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended |
Aug. 25, 2019 | May 26, 2019 | |
Schedule Of Lease [Line Items] | ||
Lessee, operating lease, existence of option to extend | true | |
Lessee, operating lease, existence of option to terminate | true | |
Lessee, finance lease, existence of option to extend | true | |
Lessee, finance lease, existence of option to terminate | true | |
Operating lease cost | $ 18 | |
Lessee, lease payment not yet commenced | 32.4 | |
Rent expense under all operating leases | $ 83.5 | |
Pinnacle Integration Restructuring Plan | ||
Schedule Of Lease [Line Items] | ||
Operating lease cost | 4.6 | |
Pinnacle Integration Restructuring Plan | Selling, general and administrative expenses | ||
Schedule Of Lease [Line Items] | ||
Impairments of ROU assets | $ 3.6 |
LEASES - Schedule of Operating
LEASES - Schedule of Operating and Finance Leases Reported in Balance Sheet Excluding Balances Related to Assets and Liabilities Classified as Held for Sale (Details) $ in Millions | Aug. 25, 2019USD ($) |
Leases [Abstract] | |
ROU assets, net | $ 229.3 |
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List] | us-gaap:OtherAssetsNoncurrent |
Lease liabilities (current) | $ 53.1 |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List] | us-gaap:OtherAccruedLiabilitiesCurrent |
Lease liabilities (noncurrent) | $ 212.4 |
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] | us-gaap:OtherLiabilitiesNoncurrent |
ROU assets, at cost | $ 213.2 |
Less accumulated depreciation | (44.6) |
ROU assets, net | $ 168.6 |
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List] | us-gaap:PropertyPlantAndEquipmentNet |
Lease liabilities (current) | $ 20.1 |
Finance Lease, Liability, Current, Statement of Financial Position [Extensible List] | us-gaap:LongTermDebtAndCapitalLeaseObligationsCurrent |
Lease liabilities (noncurrent) | $ 140.8 |
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] | us-gaap:SeniorLongTermNotes |
LEASES - Components of Total Le
LEASES - Components of Total Lease Cost (Details) $ in Millions | 3 Months Ended |
Aug. 25, 2019USD ($) | |
Leases [Abstract] | |
Operating lease cost | $ 18 |
Finance lease cost | |
Depreciation of leased assets | 3.8 |
Interest on lease liabilities | 2.3 |
Short-term lease costs | 0.7 |
Total lease cost | $ 24.8 |
LEASES - Schedule of Weighted-A
LEASES - Schedule of Weighted-Average Remaining Lease Terms and Weighted-Average Discount Rate for Leases (Details) | Aug. 25, 2019 |
Leases [Abstract] | |
Operating Leases, Weighted-average remaining lease term (in years) | 8 years 2 months 12 days |
Operating Leases, Weighted-average discount rate | 3.62% |
Finance Leases, Weighted-average remaining lease term (in years) | 8 years 7 months 6 days |
Finance Leases, Weighted-average discount rate | 5.40% |
LEASES - Schedule of Cash Flows
LEASES - Schedule of Cash Flows Arising from Lease Transactions (Details) $ in Millions | 3 Months Ended |
Aug. 25, 2019USD ($) | |
Leases [Abstract] | |
Operating cash outflows from operating leases | $ 13.9 |
Operating cash outflows from finance leases | 2.8 |
Financing cash outflows from finance leases | 5.8 |
Operating leases | 16.6 |
Finance leases | $ 1.3 |
LEASES - Schedule of Maturities
LEASES - Schedule of Maturities of Lease Liabilities (Details) $ in Millions | Aug. 25, 2019USD ($) |
Leases [Abstract] | |
Operating Leases, 2020 (remaining year) | $ 42.5 |
Operating Leases, 2021 | 54.5 |
Operating Leases, 2022 | 41 |
Operating Leases, 2023 | 34.4 |
Operating Leases, 2024 | 26 |
Operating Leases, Later years | 125.1 |
Operating Leases, Total lease payments | 323.5 |
Less: Operating Leases, Imputed interest | (50.9) |
Operating Leases, Total lease liabilities | 272.6 |
Finance Leases, 2020 (remaining year) | 21.3 |
Finance Leases, 2021 | 28.8 |
Finance Leases, 2022 | 27.4 |
Finance Leases, 2023 | 22.3 |
Finance Leases, 2024 | 17.9 |
Finance Leases, Later years | 90.1 |
Finance Leases, Total lease payments | 207.8 |
Less: Finance Leases, Imputed interest | (46.9) |
Finance Leases, Total lease liabilities | 160.9 |
2020 (remaining year) | 63.8 |
2021 | 83.3 |
2022 | 68.4 |
2023 | 56.7 |
2024 | 43.9 |
Later years | 215.2 |
Total lease payments | 531.3 |
Less: Imputed interest | (97.8) |
Total lease liabilities | $ 433.5 |
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. 24, 2019USD ($)Installment | Jan. 27, 2014USD ($)defendant | Aug. 25, 2019USD ($)siteperiod | Sep. 04, 2018USD ($) |
Lamb Weston | ||||
Guarantor Obligations [Line Items] | ||||
Number of optional extension periods | period | 2 | |||
Period of optional extensions | 5 years | |||
Beatrice | ||||
Guarantor Obligations [Line Items] | ||||
Number of sites under environmental matters for which acquired company has a liability | site | 40 | |||
Accrual for environmental matters | $ 52,100,000 | |||
Beatrice | California | ||||
Guarantor Obligations [Line Items] | ||||
Number of other defendants | defendant | 2 | |||
Estimate of possible loss | $ 1,150,000,000 | $ 409,000,000 | ||
Total payments to be made under settlement | $ 101,700,000 | |||
Number of annual installments to be made | Installment | 7 | |||
Beatrice | California | Maximum | ||||
Guarantor Obligations [Line Items] | ||||
Estimate of possible loss | $ 15,000,000 | |||
Beatrice | California | Minimum | Other accrued liabilities | ||||
Guarantor Obligations [Line Items] | ||||
Amount accrued | 25,000,000 | |||
Beatrice | California | Minimum | Other noncurrent liabilities | ||||
Guarantor Obligations [Line Items] | ||||
Amount accrued | 74,100,000 | |||
Performance and payment guarantee for Lamb Weston | ||||
Guarantor Obligations [Line Items] | ||||
Guarantee under sublease agreement (maximum) | 75,000,000 | |||
Guarantee to make payments | ||||
Guarantor Obligations [Line Items] | ||||
Guarantee under sublease agreement (maximum) | $ 1,000,000 | |||
Remaining lease terms | 4 years | |||
Performance and payment of all amounts under sublease agreement | ||||
Guarantor Obligations [Line Items] | ||||
Guarantee under sublease agreement (maximum) | $ 18,500,000 | |||
Remaining lease terms | 8 years |
PENSION AND POSTRETIREMENT BE_3
PENSION AND POSTRETIREMENT BENEFITS - Narrative (Details) - USD ($) $ in Millions | 1 Months Ended | 3 Months Ended | ||
Oct. 01, 2019 | Aug. 25, 2019 | Aug. 26, 2018 | May 27, 2019 | |
Pension Benefits | ||||
Defined Benefit Plans and Other Postretirement Benefit Plans [Line Items] | ||||
Pension curtailment loss within other comprehensive income (loss) | $ 0.6 | $ 0 | ||
Weighted average discount rate for service costs | 4.04% | |||
Weighted average discount rate for interest costs | 3.51% | |||
Employer contributions to pension and other postretirement plans | $ 3.4 | |||
Anticipated further contributions for the remainder of fiscal 2020 | 10.8 | |||
Pension Benefits | Subsequent Event | ||||
Defined Benefit Plans and Other Postretirement Benefit Plans [Line Items] | ||||
Weighted average discount rate for service costs | 3.47% | |||
Weighted average discount rate for interest costs | 2.94% | |||
Postretirement Benefits | ||||
Defined Benefit Plans and Other Postretirement Benefit Plans [Line Items] | ||||
Pension curtailment loss within other comprehensive income (loss) | 0 | $ (0.6) | ||
Employer contributions to pension and other postretirement plans | 1.2 | |||
Anticipated further contributions for the remainder of fiscal 2020 | $ 9.6 | |||
Spinoff | Pension Benefits | ||||
Defined Benefit Plans and Other Postretirement Benefit Plans [Line Items] | ||||
Effective discount rate assumption | 3.13% | 3.90% | ||
Pension curtailment loss within other comprehensive income (loss) | $ 0.6 | |||
Increase to underfunded status of the pension plans | $ 12.3 |
PENSION AND POSTRETIREMENT BE_4
PENSION AND POSTRETIREMENT BENEFITS - Components of Pension Benefit and Other Postretirement Benefit Costs (Details) - USD ($) $ in Millions | 3 Months Ended | |
Aug. 25, 2019 | Aug. 26, 2018 | |
Defined Benefit Plans and Other Postretirement Benefit Plans [Line Items] | ||
Total benefit cost (benefit) | $ (4.2) | $ (5.2) |
Pension Benefits | ||
Defined Benefit Plans and Other Postretirement Benefit Plans [Line Items] | ||
Service cost | 2.8 | 2.7 |
Interest cost | 31.3 | 32 |
Expected return on plan assets | (41.1) | (42.3) |
Amortization of prior service cost | 0.7 | 0.7 |
Curtailment loss | 0.6 | 0 |
Total benefit cost (benefit) | (5.7) | (6.9) |
Postretirement Benefits | ||
Defined Benefit Plans and Other Postretirement Benefit Plans [Line Items] | ||
Service cost | 0 | 0.1 |
Interest cost | 0.7 | 0.9 |
Amortization of prior service cost | (0.5) | (0.5) |
Recognized net actuarial gain | (1.2) | (0.4) |
Curtailment loss | 0 | (0.6) |
Total benefit cost (benefit) | (1) | (0.5) |
Multi-employer plans | Pension Benefits | ||
Defined Benefit Plans and Other Postretirement Benefit Plans [Line Items] | ||
Total benefit cost (benefit) | $ 1.5 | $ 1.7 |
STOCKHOLDERS' EQUITY (Details)
STOCKHOLDERS' EQUITY (Details) - USD ($) shares in Millions, $ in Millions | 3 Months Ended | ||
Aug. 25, 2019 | Oct. 26, 2018 | Aug. 26, 2018 | |
Schedule Of Stockholders Equity Accounts [Line Items] | |||
Balance at beginning of period | $ 7,463.7 | $ 3,756.6 | |
Stock option and incentive plans | 7 | 9.8 | |
Currency translation adjustment, net | (11.6) | (3) | |
Derivative adjustment, net | (1.8) | (43.4) | |
Activities of noncontrolling interests | 0.5 | ||
Pension and postretirement healthcare benefits | (11.4) | (0.5) | |
Dividends declared on common stock; $0.2125 per share | (103.4) | (83.2) | |
Net income attributable to Conagra Brands, Inc. | 173.8 | $ 178.2 | 178.2 |
Balance at ending of period | 7,516.8 | 3,815 | |
Accounting Standards Update 2016-01 | |||
Schedule Of Stockholders Equity Accounts [Line Items] | |||
Adoption of ASU | 0 | ||
Accounting Standards Update 2014-09 | |||
Schedule Of Stockholders Equity Accounts [Line Items] | |||
Adoption of ASU | 0.5 | ||
Common Stock | |||
Schedule Of Stockholders Equity Accounts [Line Items] | |||
Balance at beginning of period | $ 2,921.2 | $ 2,839.7 | |
Balance at beginning of period (in shares) | 584.2 | 567.9 | |
Balance at ending of period | $ 2,921.2 | $ 2,839.7 | |
Balance at end of period (in shares) | 584.2 | 567.9 | |
Additional Paid-in Capital | |||
Schedule Of Stockholders Equity Accounts [Line Items] | |||
Balance at beginning of period | $ 2,286 | $ 1,180 | |
Stock option and incentive plans | (8.5) | (14.1) | |
Activities of noncontrolling interests | (0.3) | ||
Balance at ending of period | 2,277.5 | 1,165.6 | |
Retained Earnings | |||
Schedule Of Stockholders Equity Accounts [Line Items] | |||
Balance at beginning of period | 5,047.9 | 4,744.9 | |
Stock option and incentive plans | (0.3) | 0.5 | |
Dividends declared on common stock; $0.2125 per share | (103.4) | (83.2) | |
Net income attributable to Conagra Brands, Inc. | 173.8 | 178.2 | |
Balance at ending of period | 5,118 | 4,841.5 | |
Retained Earnings | Accounting Standards Update 2016-01 | |||
Schedule Of Stockholders Equity Accounts [Line Items] | |||
Adoption of ASU | 0.6 | ||
Retained Earnings | Accounting Standards Update 2014-09 | |||
Schedule Of Stockholders Equity Accounts [Line Items] | |||
Adoption of ASU | 0.5 | ||
Accumulated Other Comprehensive Income (Loss) | |||
Schedule Of Stockholders Equity Accounts [Line Items] | |||
Balance at beginning of period | (110.3) | (110.5) | |
Currency translation adjustment, net | (8.9) | (0.7) | |
Derivative adjustment, net | (1.8) | (43.4) | |
Pension and postretirement healthcare benefits | (11.4) | (0.5) | |
Balance at ending of period | (132.4) | (155.7) | |
Accumulated Other Comprehensive Income (Loss) | Accounting Standards Update 2016-01 | |||
Schedule Of Stockholders Equity Accounts [Line Items] | |||
Adoption of ASU | (0.6) | ||
Treasury Stock | |||
Schedule Of Stockholders Equity Accounts [Line Items] | |||
Balance at beginning of period | (2,760.2) | (4,977.9) | |
Stock option and incentive plans | 16 | 23.3 | |
Balance at ending of period | (2,744.2) | (4,954.6) | |
Noncontrolling Interests | |||
Schedule Of Stockholders Equity Accounts [Line Items] | |||
Balance at beginning of period | 79.1 | 80.4 | |
Stock option and incentive plans | (0.2) | 0.1 | |
Currency translation adjustment, net | (2.7) | (2.3) | |
Activities of noncontrolling interests | 0.5 | 0.3 | |
Balance at ending of period | $ 76.7 | $ 78.5 |
STOCKHOLDERS' EQUITY (Parenthet
STOCKHOLDERS' EQUITY (Parenthetical) (Details) - $ / shares | 3 Months Ended | |
Aug. 25, 2019 | Aug. 26, 2018 | |
Equity [Abstract] | ||
Dividends declared on common stock (in dollars per share) | $ 0.2125 | $ 0.2125 |
FAIR VALUE MEASUREMENTS - Sched
FAIR VALUE MEASUREMENTS - Schedule of Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis (Details) - USD ($) $ in Millions | Aug. 25, 2019 | May 26, 2019 |
Assets: | ||
Derivative assets | $ 2.6 | $ 5.9 |
Marketable securities | 16.3 | 15.7 |
Deferred compensation assets | 10.5 | 10.7 |
Total assets | 29.4 | 32.3 |
Liabilities: | ||
Derivative liabilities | 1.2 | 1.4 |
Deferred compensation liabilities | 73.3 | 70.4 |
Total liabilities | 74.5 | 71.8 |
Level 1 | ||
Assets: | ||
Derivative assets | 1.9 | 3 |
Marketable securities | 16.3 | 15.7 |
Deferred compensation assets | 10.5 | 10.7 |
Total assets | 28.7 | 29.4 |
Liabilities: | ||
Derivative liabilities | 0 | 0 |
Deferred compensation liabilities | 73.3 | 70.4 |
Total liabilities | 73.3 | 70.4 |
Level 2 | ||
Assets: | ||
Derivative assets | 0.7 | 2.9 |
Marketable securities | 0 | 0 |
Deferred compensation assets | 0 | 0 |
Total assets | 0.7 | 2.9 |
Liabilities: | ||
Derivative liabilities | 1.2 | 1.4 |
Deferred compensation liabilities | 0 | 0 |
Total liabilities | 1.2 | 1.4 |
Level 3 | ||
Assets: | ||
Derivative assets | 0 | 0 |
Marketable securities | 0 | 0 |
Deferred compensation assets | 0 | 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 | 3 Months Ended | ||
Aug. 25, 2019 | Aug. 26, 2018 | May 26, 2019 | |
Goodwill [Line Items] | |||
Asset impairment charges | $ 67 | $ 0.5 | |
Carrying amount of long-term debt (including current installments) | 10,470 | $ 10,680 | |
Estimated fair value of debt | 11,660 | $ 11,240 | |
Grocery & Snacks | |||
Goodwill [Line Items] | |||
Indefinite-lived brand impairment charges | 3.5 | ||
Asset impairment charges | 43.3 | ||
Refrigerated & Frozen | |||
Goodwill [Line Items] | |||
Indefinite-lived brand impairment charges | $ 15.8 |
BUSINESS SEGMENTS AND RELATED_3
BUSINESS SEGMENTS AND RELATED INFORMATION - Narrative (Details) $ in Millions | 3 Months Ended | 12 Months Ended | |
Aug. 25, 2019USD ($)segment | Aug. 26, 2018USD ($) | May 26, 2019USD ($) | |
Revenue, Major Customer [Line Items] | |||
Number of reportable segments | segment | 4 | ||
Cumulative net derivative losses from economic hedges recognized in general corporate expenses | $ 5.8 | ||
Net losses incurred | 6.9 | ||
Net gain incurred in prior fiscal years | $ 1.1 | ||
Losses expected to be reclassified in fiscal 2020 | (4.7) | ||
Gains expected to be reclassified in fiscal 2021 and thereafter | 1.1 | ||
Total depreciation expense | 81.7 | $ 55.4 | |
Net sales | 2,390.7 | $ 1,834.4 | |
Accounts payable to suppliers who utilize third-party service | $ 196.6 | ||
Customer concentration risk | Wal-Mart Stores, Inc. and affiliates | Net sales | |||
Revenue, Major Customer [Line Items] | |||
Concentration risk (as a percent) | 26.00% | 25.00% | |
Customer concentration risk | Wal-Mart Stores, Inc. and affiliates | Net receivables | |||
Revenue, Major Customer [Line Items] | |||
Concentration risk (as a percent) | 30.00% | 30.00% | |
Non-US | |||
Revenue, Major Customer [Line Items] | |||
Net sales | $ 211.7 | $ 211.9 |
BUSINESS SEGMENTS AND RELATED_4
BUSINESS SEGMENTS AND RELATED INFORMATION - Schedule of Segment Operations (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Aug. 25, 2019 | Oct. 26, 2018 | Aug. 26, 2018 | |
Net sales | |||
Total net sales | $ 2,390.7 | $ 1,834.4 | |
Operating profit | |||
Total operating profit | 363.2 | 339 | |
Equity method investment earnings | 12.3 | 16.2 | |
General corporate expense | 99.5 | 80.8 | |
Pension and postretirement non-service income | (9.5) | (10.2) | |
Interest expense, net | 122.7 | 49 | |
Income tax expense (benefit) | (11.5) | 57.4 | |
Net income | 174.3 | 178.2 | |
Less: Net income attributable to noncontrolling interests | 0.5 | 0 | |
Net income attributable to Conagra Brands, Inc. | 173.8 | $ 178.2 | 178.2 |
Snacks | |||
Net sales | |||
Total net sales | 376.2 | 293.3 | |
Other Shelf-stable | |||
Net sales | |||
Total net sales | 601.4 | 477.4 | |
Frozen | |||
Net sales | |||
Total net sales | 751.9 | 463.5 | |
Refrigerated | |||
Net sales | |||
Total net sales | 207.2 | 171.7 | |
International | |||
Net sales | |||
Total net sales | 204.4 | 193.8 | |
Foodservice | |||
Net sales | |||
Total net sales | 249.6 | 234.7 | |
Grocery & Snacks | |||
Net sales | |||
Total net sales | 977.6 | 770.7 | |
Operating profit | |||
Total operating profit | 151.7 | 178.6 | |
Refrigerated & Frozen | |||
Net sales | |||
Total net sales | 959.1 | 635.2 | |
Operating profit | |||
Total operating profit | 155.6 | 95.5 | |
International | |||
Net sales | |||
Total net sales | 204.4 | 193.8 | |
Operating profit | |||
Total operating profit | 24.8 | 37.3 | |
Foodservice | |||
Net sales | |||
Total net sales | 249.6 | 234.7 | |
Operating profit | |||
Total operating profit | $ 31.1 | $ 27.6 |
BUSINESS SEGMENTS AND RELATED_5
BUSINESS SEGMENTS AND RELATED INFORMATION - Schedule of Net Derivative Gains (Losses) from Economic Hedges of Forecasted Commodity Consumption and Foreign Currency Risk (Details) - USD ($) $ in Millions | 3 Months Ended | |
Aug. 25, 2019 | Aug. 26, 2018 | |
Derivative Instruments, Gain (Loss) [Line Items] | ||
Gross derivative gains (losses) incurred | $ (6.9) | |
Commodity contracts | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Gross derivative gains (losses) incurred | (7.3) | $ (6.5) |
Commodity contracts | Reporting segments | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Gross derivative gains (losses) incurred | (0.1) | (0.1) |
Commodity contracts | Reporting segments | Net derivative losses allocated to Grocery & Snacks | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Gross derivative gains (losses) incurred | (0.1) | (0.2) |
Commodity contracts | Reporting segments | Refrigerated & Frozen | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Gross derivative gains (losses) incurred | (0.3) | (0.1) |
Commodity contracts | Reporting segments | Net derivative gains allocated to International | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Gross derivative gains (losses) incurred | 0.1 | 0.3 |
Commodity contracts | Reporting segments | Net derivative gains (losses) allocated to Foodservice | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Gross derivative gains (losses) incurred | 0.2 | (0.1) |
Commodity contracts | Net derivative losses recognized in general corporate expenses | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Gross derivative gains (losses) incurred | $ (7.2) | $ (6.4) |