UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended August 28, 2022

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                 to

Commission File Number: 1-7275

CONAGRA BRANDS, INC.

(Exact name of registrant as specified in its charter)

Delaware	47-0248710
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
222 W. Merchandise Mart Plaza, Suite 1300 Chicago, Illinois	60654
(Address of principal executive offices)	(Zip Code)

(312) 549-5000

(Registrant's telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $5.00 par value	CAG	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ☒    No  ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes  ☒     No  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer  ☒ Accelerated filer  ☐ Non-accelerated filer    ☐ Smaller reporting company   ☐ Emerging growth company    ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ☐    No  ☒

Number of shares outstanding of issuer's common stock as of August 28, 2022 was 479,255,007.

Table of Contents

PART I. FINANCIAL INFORMATION		1
Item 1	Financial Statements	1
	Unaudited Condensed Consolidated Statements of Operations for the Thirteen Weeks Ended August 28, 2022 and August 29, 2021	1
	Unaudited Condensed Consolidated Statements of Comprehensive Income (Loss) for the Thirteen Weeks Ended August 28, 2022 and August 29, 2021	2
	Unaudited Condensed Consolidated Balance Sheets as of August 28, 2022 and May 29, 2022	3
	Unaudited Condensed Consolidated Statements of Cash Flows for the Thirteen Weeks Ended August 28, 2022 and August 29, 2021	4
	Notes to Unaudited Condensed Consolidated Financial Statements	5
Item 2	Management's Discussion and Analysis of Financial Condition and Results of Operations	19
Item 3	Quantitative and Qualitative Disclosures About Market Risk	27
Item 4	Controls and Procedures	28
PART II. OTHER INFORMATION		28
Item 1	Legal Proceedings	28
Item 1A	Risk Factors	28
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	28
Item 6	Exhibits	29
Signatures		30
Exhibit 31.1
Exhibit 31.2
Exhibit 32
Exhibit 101
Exhibit 104

PART I — FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

Conagra Brands, Inc. and Subsidiaries

Condensed Consolidated Statements of Operations

(in millions except per share amounts)

(unaudited)

	Thirteen Weeks Ended
	August 28, 2022			August 29, 2021
Net sales	$	2,904.3		$	2,653.3
Costs and expenses:
Cost of goods sold		2,184.0			1,979.9
Selling, general and administrative expenses		741.6			310.1
Pension and postretirement non-service income		(6.1	)		(16.1	)
Interest expense, net		97.1			94.2
Income (loss) before income taxes and equity method investment earnings		(112.3	)		285.2
Income tax expense		14.4			69.7
Equity method investment earnings		49.2			20.2
Net income (loss)	$	(77.5	)	$	235.7
Less: Net income attributable to noncontrolling interests		—			0.3
Net income (loss) attributable to Conagra Brands, Inc.	$	(77.5	)	$	235.4
Earnings (loss) per share — basic
Net income (loss) attributable to Conagra Brands, Inc. common stockholders	$	(0.16	)	$	0.49
Earnings (loss) per share — diluted
Net income (loss) attributable to Conagra Brands, Inc. common stockholders	$	(0.16	)	$	0.49

See Notes to the Condensed Consolidated Financial Statements.

1

Conagra Brands, Inc. and Subsidiaries

Condensed Consolidated Statements of Comprehensive Income (Loss)

(in millions)

(unaudited)

	Thirteen Weeks Ended
	August 28, 2022									August 29, 2021
	Pre-Tax Amount			Tax (Expense) Benefit			After- Tax Amount			Pre-Tax Amount			Tax (Expense) Benefit			After- Tax Amount
Net income (loss)	$	(63.1	)	$	(14.4	)	$	(77.5	)	$	305.4		$	(69.7	)	$	235.7
Other comprehensive income (loss):
Derivative adjustments:
Unrealized derivative adjustments		(2.3	)		0.6			(1.7	)		(2.5	)		0.6			(1.9	)
Reclassification for derivative adjustments included in net income (loss)		(0.6	)		0.2			(0.4	)		(0.3	)		0.1			(0.2	)
Unrealized currency translation losses		(13.6	)		—			(13.6	)		(15.7	)		—			(15.7	)
Pension and post-employment benefit obligations:
Unrealized pension and post-employment benefit obligations		2.2			(0.1	)		2.1			2.1			(0.2	)		1.9
Reclassification for pension and post-employment benefit obligations included in net income (loss)		(1.1	)		0.4			(0.7	)		(0.8	)		0.2			(0.6	)
Comprehensive income (loss)		(78.5	)		(13.3	)		(91.8	)		288.2			(69.0	)		219.2
Comprehensive loss attributable to noncontrolling interests		(2.1	)		—			(2.1	)		(0.9	)		(0.1	)		(1.0	)
Comprehensive income (loss) attributable to Conagra Brands, Inc.	$	(76.4	)	$	(13.3	)	$	(89.7	)	$	289.1		$	(68.9	)	$	220.2

See Notes to the Condensed Consolidated Financial Statements.

2

Conagra Brands, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

(in millions except share data)

(unaudited)

	August 28, 2022			May 29, 2022
ASSETS
Current assets
Cash and cash equivalents	$	67.4		$	83.3
Receivables, less allowance for doubtful accounts of $3.7 and $3.9		788.6			867.4
Inventories		2,229.4			1,939.7
Prepaid expenses and other current assets		121.4			116.3
Current assets held for sale		27.0			27.0
Total current assets		3,233.8			3,033.7
Property, plant and equipment		5,899.9			5,852.9
Less accumulated depreciation		(3,195.3	)		(3,139.0	)
Property, plant and equipment, net		2,704.6			2,713.9
Goodwill		11,183.6			11,329.2
Brands, trademarks and other intangibles, net		3,593.2			3,853.1
Other assets		1,498.9			1,473.3
Noncurrent assets held for sale		5.4			31.9
	$	22,219.5		$	22,435.1
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Notes payable	$	253.4		$	184.3
Current installments of long-term debt		1,204.7			707.3
Accounts payable		1,851.3			1,864.6
Accrued payroll		105.2			151.7
Other accrued liabilities		744.0			609.2
Current liabilities held for sale		1.7			1.7
Total current liabilities		4,160.3			3,518.8
Senior long-term debt, excluding current installments		7,584.1			8,088.2
Other noncurrent liabilities		1,896.0			1,963.5
Noncurrent liabilities held for sale		2.4			2.4
Total liabilities		13,642.8			13,572.9
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		2,323.0			2,324.6
Retained earnings		6,314.8			6,550.7
Accumulated other comprehensive loss		(23.4	)		(11.2	)
Less treasury stock, at cost, 104,964,222 and 104,157,169 common shares		(3,031.3	)		(2,997.6	)
Total Conagra Brands, Inc. common stockholders' equity		8,504.3			8,787.7
Noncontrolling interests		72.4			74.5
Total stockholders' equity		8,576.7			8,862.2
	$	22,219.5		$	22,435.1

See Notes to the Condensed Consolidated Financial Statements.

3

Conagra Brands, Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(in millions)

(unaudited)

	Thirteen Weeks Ended
	August 28, 2022			August 29, 2021
Cash flows from operating activities:
Net income (loss)	$	(77.5	)	$	235.7
Adjustments to reconcile net income (loss) to net cash flows from operating activities:
Depreciation and amortization		93.0			96.5
Asset impairment charges		412.8			0.7
Equity method investment earnings in excess of distributions		(27.8	)		(7.4	)
Stock-settled share-based payments expense		23.0			2.6
Contributions to pension plans		(3.0	)		(2.9	)
Pension benefit		(3.5	)		(12.4	)
Other items		(2.4	)		1.4
Change in operating assets and liabilities excluding effects of business acquisitions and dispositions:
Receivables		78.7			(40.5	)
Inventories		(289.7	)		(220.7	)
Deferred income taxes and income taxes payable, net		3.8			57.6
Prepaid expenses and other current assets		(17.4	)		(19.8	)
Accounts payable		39.4			64.8
Accrued payroll		(46.4	)		(69.5	)
Other accrued liabilities	80.7				53.7
Net cash flows from operating activities		263.7			139.8
Cash flows from investing activities:
Additions to property, plant and equipment		(125.4	)		(154.9	)
Sale of property, plant and equipment		2.0			1.9
Purchase of marketable securities		(0.5	)		(1.9	)
Sale of marketable securities		0.5			—
Net cash flows from investing activities		(123.4	)		(154.9	)
Cash flows from financing activities:
Issuance of short-term borrowings, maturities greater than 90 days		—			249.8
Net (repayment) issuance of other short-term borrowings		69.1			(498.6	)
Issuance of long-term debt		—			499.1
Repayment of long-term debt		(10.7	)		(23.7	)
Debt issuance costs		(4.0	)		(1.9	)
Repurchase of Conagra Brands, Inc. common shares		(50.0	)		(50.0	)
Payment of intangible asset financing arrangement		—			(12.6	)
Cash dividends paid		(150.0	)		(132.1	)
Exercise of stock options and issuance of other stock awards, including tax withholdings		(8.3	)		(17.6	)
Other items		(0.5	)		(6.9	)
Net cash flows from financing activities		(154.4	)		5.5
Effect of exchange rate changes on cash and cash equivalents and restricted cash		(1.8	)		(2.6	)
Net change in cash and cash equivalents and restricted cash		(15.9	)		(12.2	)
Cash and cash equivalents and restricted cash at beginning of period		83.3			80.2
Cash and cash equivalents and restricted cash at end of period	$	67.4		$	68.0

See Notes to the Condensed Consolidated Financial Statements.

4

Conagra Brands, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

(columnar dollars in millions except per share amounts)

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The accompanying Condensed Consolidated Financial Statements of Conagra Brands, Inc. (the "Company", "Conagra Brands", "we", "us", or "our") have been prepared in accordance with U.S. generally accepted accounting principles ("U.S. GAAP") for interim financial information and with the rules and regulations for reporting on Form 10-Q. Accordingly, they do not include certain information and disclosures required for comprehensive financial statements. 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. 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. These Condensed Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements and related notes included in our Annual Report on Form 10-K for the fiscal year ended May 29, 2022. There were no significant changes to our accounting policies from those disclosed in Note 1, "Summary of Significant Accounting Policies", to the Consolidated Financial Statements in that Form 10-K.

2. ASSETS HELD FOR SALE

During fiscal 2022, we initiated a plan to sell businesses with operating results included within our Grocery & Snacks, Refrigerated & Frozen, and Foodservice segments. The assets and liabilities have been reclassified as assets and liabilities held for sale within our Condensed Consolidated Balance Sheets for all periods presented and are expected to be sold within twelve months of initiating our plan. In connection with this activity, we recognized an impairment charge of $26.7 million within selling, general and administrative ("SG&A") expenses during the first quarter of fiscal 2023.

The assets and liabilities classified as held for sale reflected in our Condensed Consolidated Balance Sheets were as follows:

	August 28, 2022		May 29, 2022
Current assets	$	27.0	$	27.0
Noncurrent assets		5.4		31.9
Current liabilities		1.7		1.7
Noncurrent liabilities		2.4		2.4

3. RESTRUCTURING ACTIVITIES

Conagra Restructuring Plan

In fiscal 2019, senior management initiated a restructuring plan for costs incurred in connection with actions taken to improve SG&A expense effectiveness and efficiencies and to optimize our supply chain network (the "Conagra Restructuring Plan"). Although we remain unable to make good faith estimates relating to the entire Conagra Restructuring Plan, we are reporting on actions initiated through the end of the first quarter of fiscal 2023, including the estimated amounts or range of amounts for each major type of costs expected to be incurred, and the charges that have resulted or will result in cash outflows. As of August 28, 2022, we have approved the incurrence of $180.6 million ($53.8 million of cash charges and $126.8 million of non-cash charges) for several projects associated with the Conagra Restructuring Plan. As of August 28, 2022, we have incurred or expect to incur $148.7 million of charges ($46.8 million of cash charges and $101.9 million of non-cash charges) for actions identified to date under the Conagra Restructuring Plan. In the first quarter of fiscal 2023 and 2022, we recognized charges of $4.1 million and $8.5 million, respectively, in connection with the Conagra Restructuring Plan. We expect to incur costs related to the Conagra Restructuring Plan over a multi-year period.

5

 

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 2023):

	Grocery & Snacks		Refrigerated & Frozen		International		Foodservice		Corporate		Total
Accelerated depreciation	$	33.2	$	39.6	$	—	$	—	$	—	$	72.8
Other cost of goods sold		8.7		2.5		—		—		—		11.2
Total cost of goods sold		41.9		42.1		—		—		—		84.0
Severance and related costs		11.7		1.2		1.3		0.3		4.7		19.2
Asset impairment (net of gains on disposal)		21.9		0.8		0.1		—		—		22.8
Contract/lease termination		0.5		—		—		—		0.1		0.6
Consulting/professional fees		—		—		—		—		5.6		5.6
Other selling, general and administrative expenses		12.8		2.6		—		—		0.5		15.9
Total selling, general and administrative expenses		46.9		4.6		1.4		0.3		10.9		64.1
Total	$	88.8	$	46.7	$	1.4	$	0.3	$	10.9	$	148.1
Pension and postretirement non-service income												0.6
Consolidated total											$	148.7

During the first quarter of fiscal 2023, we recognized the following pre-tax expenses for the Conagra Restructuring Plan:

	Grocery & Snacks		Refrigerated & Frozen		Corporate		Total
Other cost of goods sold	$	—	$	0.2	$	—	$	0.2
Total cost of goods sold		—		0.2		—		0.2
Severance and related costs		0.1		0.1		—		0.2
Contract/lease termination		0.1		—		—		0.1
Consulting/professional fees		—		—		3.0		3.0
Other selling, general and administrative expenses		0.1		0.4		0.1		0.6
Total selling, general and administrative expenses		0.3		0.5		3.1		3.9
Total	$	0.3	$	0.7	$	3.1	$	4.1

Included in the above results are $4.2 million of charges that have resulted or will result in cash outflows and a non-cash net benefit of $0.1 million.

We recognized the following cumulative (plan inception to August 28, 2022) pre-tax expenses for the Conagra Restructuring Plan in our Condensed Consolidated Statement of Operations:

	Grocery & Snacks		Refrigerated & Frozen		International		Foodservice		Corporate		Total
Accelerated depreciation	$	33.2	$	39.6	$	—	$	—	$	—	$	72.8
Other cost of goods sold		8.7		2.5		—		—		—		11.2
Total cost of goods sold		41.9		42.1		—		—		—		84.0
Severance and related costs		11.7		1.3		1.3		0.3		4.4		19.0
Asset impairment (net of gains on disposal)		21.9		0.8		0.1		—		—		22.8
Contract/lease termination		0.5		—		—		—		0.1		0.6
Consulting/professional fees		—		—		—		—		4.7		4.7
Other selling, general and administrative expenses		12.7		1.5		—		—		0.4		14.6
Total selling, general and administrative expenses		46.8		3.6		1.4		0.3		9.6		61.7
Total	$	88.7	$	45.7	$	1.4	$	0.3	$	9.6	$	145.7
Pension and postretirement non-service income												0.6
Consolidated total											$	146.3

6

 

Included in the above results are $44.3 million of charges that have resulted or will result in cash outflows and $102.0 million in non-cash charges.

Liabilities recorded for the Conagra Restructuring Plan and changes therein for the first quarter of fiscal 2023 were as follows:

	Balance at May 29, 2022		Costs Incurred and Charged to Expense		Costs Paid or Otherwise Settled			Changes in Estimates		Balance at August 28, 2022
Severance and related costs	$	3.2	$	0.2	$	(0.7	)	$	—	$	2.7
Contract/lease termination		—		0.1		(0.1	)		—		—
Consulting/professional fees		1.7		3.0		(1.7	)		—		3.0
Other costs		0.2		0.9		(1.1	)		—		—
Total	$	5.1	$	4.2	$	(3.6	)	$	—	$	5.7

Pinnacle Integration Restructuring Plan

As of  August 28, 2022, we have substantially completed our restructuring activities related to our Pinnacle Integration Restructuring Plan. In the first quarter of fiscal 2023 and 2022, we recognized charges of $0.8 million and $7.3 million, respectively, in connection with this plan.

We have recognized $294.1 million in pre-tax expenses ($12.7 million in cost of goods sold and $281.4 million in SG&A expenses) from the inception of this plan through  August 28, 2022, related to our continuing operations. Included in these results were $266.1 million of cash charges and $28.0 million of non-cash charges. Our total pre-tax expenses for the Pinnacle Integration Restructuring Plan related to our continuing operations are expected to be $346.4 million ($284.2 million of cash charges and $62.2 million of non-cash charges). The remaining charges relate primarily to certain leased facilities that are not expected to be used in their current capacity through the contractual lease term.          

4. LONG-TERM DEBT AND REVOLVING CREDIT FACILITY

During the first quarter of fiscal 2023, we entered into an unsecured term loan agreement (the "Term Loan Agreement") with a financial institution. The Term Loan Agreement provides for delayed draw term loans to the Company in an aggregate principal amount of up to $500.0 million. The Term Loan Agreement matures on August 26, 2025. As of August 28, 2022, there were no outstanding borrowings under the Term Loan Agreement. Subsequent to the end of the first quarter of fiscal 2023, we borrowed the full $500.0 million aggregate principal amount available under the Term Loan Agreement. The proceeds were used to repay the outstanding $250.0 million aggregate principal amount of our 3.25% senior notes on the maturity date of September 15, 2022 as well as to repay outstanding borrowings under our commercial paper program.

Borrowings under the Term Loan Agreement will bear interest at, at the Company's election, either (a) the sum of Term SOFR, plus a 0.10% per annum rate spread adjustment, plus a percentage spread (ranging from 0.90% per annum to 1.375% per annum) based on the Company's senior unsecured long-term indebtedness ratings or (b) the alternate base rate, described in the Term Loan Agreement as the greatest of (i) FCSA's prime rate, (ii) the federal funds rate plus 0.50% and (iii) one-month Term SOFR plus 1.00%, plus a percentage spread (ranging from 0% per annum to 0.375% per annum) 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 2022, we issued $500.0 million aggregate principal amount of 0.500% senior notes due August 11, 2023.

In the first quarter of fiscal 2023, we entered into a second amended and restated revolving credit agreement (the "Revolving Credit Agreement") with a syndicate of financial institutions providing for a maximum aggregate principal amount outstanding at any one time of $2.0 billion (subject to increase to a maximum aggregate principal amount of $2.5 billion with consent of the lenders). It replaced the existing revolving credit facility. The revolving credit facility provided for under the Revolving Credit Agreement matures on August 26, 2027 and is unsecured. The Company may request the term of the Revolving Credit Agreement be extended for additional one-year or two-year periods from the then-applicable maturity date on an annual basis. As of August 28, 2022, there were no outstanding borrowings under the Revolving Credit Agreement.

7

 

The Revolving Credit Agreement generally requires our ratio of earnings before interest, taxes, depreciation and amortization ("EBITDA") to interest expense not to be less than 3.0 to 1.0 and our ratio of funded net debt to EBITDA not to exceed 4.75 to 1.0 through the third quarter of fiscal 2023 and 4.5 to 1.0 for each quarter there-after, with each ratio to be calculated on a rolling four-quarter basis. As of August 28, 2022, we were in compliance with all financial covenants under the Revolving Credit Agreement.

Net interest expense consists of:

	Thirteen Weeks Ended
	August 28, 2022			August 29, 2021
Long-term debt	$	97.7		$	96.9
Short-term debt		1.9			0.6
Interest income		(0.9	)		(0.3	)
Interest capitalized		(1.6	)		(3.0	)
	$	97.1		$	94.2

5. GOODWILL AND OTHER IDENTIFIABLE INTANGIBLE ASSETS

The change in the carrying amount of goodwill for the first quarter of fiscal 2023 was as follows:

	Grocery & Snacks		Refrigerated & Frozen			International			Foodservice		Total
Balance as of May 29, 2022	$	4,692.4	$	5,611.2		$	292.8		$	732.8	$	11,329.2
Currency translation		—		—			(3.9	)		—		(3.9	)
Impairment		—		(141.7	)		—			—		(141.7	)
Balance as of August 28, 2022	$	4,692.4	$	5,469.5		$	288.9		$	732.8	$	11,183.6

Other identifiable intangible assets, excluding amounts classified as held for sale, were as follows:

	August 28, 2022				May 29, 2022
	Gross Carrying Amount		Accumulated Amortization		Gross Carrying Amount		Accumulated Amortization
Non-amortizing intangible assets
Brands and trademarks	$	2,816.8	$	—	$	3,061.6	$	—
Amortizing intangible assets
Customer relationships and intellectual property		1,226.8		450.4		1,228.0		436.5
	$	4,043.6	$	450.4	$	4,289.6	$	436.5

During the first quarter of fiscal 2023, management reorganized its reporting structure for certain brands within two reporting units in our Refrigerated & Frozen segment. The change in management reporting required us to reassign assets and liabilities, including goodwill, between the reporting units and complete a goodwill impairment test both prior to and subsequent to the change and evaluate other assets in the reporting units for impairment, including indefinite-lived intangibles (brand names and trademarks). The fair value of our indefinite-lived intangibles was determined using the "relief from royalty" methodology.  

Fair value of our reporting units is estimated using a discounted cash flow analysis. Both the "relief from royalty" methodology used to value our indefinite-lived intangible assets and the discounted cash flow analysis require us to estimate the future cash flows as well as to select a risk-adjusted discount rate to measure the present value of the anticipated cash flows. When determining future cash flow estimates, we consider historical results adjusted to reflect current and anticipated operating conditions. We estimate cash flows for a reporting unit over a discrete period (typically five years) and a terminal period (considering expected long-term growth rates and trends). We used a discount rate of 7.75% and a terminal growth rate that approximated 1% in estimating the fair value of our Sides, Components, Enhancers reporting unit. Estimating the fair value of individual reporting units and our indefinite-lived intangible assets requires us to make assumptions and estimates in areas such as future economic conditions, industry-specific conditions, product pricing, and necessary capital expenditures. The use of different assumptions or estimates for future cash flows, discount rates, or terminal growth rates could produce substantially different estimates of the fair value.

As a result of our impairment tests, we recognized goodwill impairment charges within SG&A expenses of $141.7 million within our Sides, Components, Enhancers reporting unit.  In addition, we recognized an impairment charge within SG&A expenses of $244.0 million related to our Birds Eye^® brand name. The impairments were largely due to the 125 basis point increase in the discount rate as a result of current economic conditions, including a significant increase in interest rates since our last quantitative impairment tests, as well as a downward revision to our sales forecasts.    

8

 

Amortizing intangible assets carry a remaining weighted average life of approximately 18 years. Amortization expense was $14.8 million and $14.9 million for the first quarter of fiscal 2023 and 2022, respectively. Based on amortizing assets recognized in our Condensed Consolidated Balance Sheet as of August 28, 2022, amortization expense is estimated to average $49.3 million for each of the next five years.  

6. DERIVATIVE FINANCIAL INSTRUMENTS

Our operations are exposed to market risks from adverse changes in commodity prices affecting the cost of raw materials and energy, foreign currency exchange rates, and interest rates. In the normal course of business, these risks are managed through a variety of strategies, including the use of derivatives.

Commodity futures and option contracts are used from time to time to economically hedge commodity input prices on items such as natural gas, vegetable oils, proteins, packaging materials, dairy, grains, diesel fuel and electricity. Generally, we economically hedge a portion of our anticipated consumption of commodity inputs for periods of up to 36 months. We may enter into longer-term economic hedges on particular commodities, if deemed appropriate. As of August 28, 2022, we had economically hedged certain portions of our anticipated consumption of commodity inputs using derivative instruments with expiration dates through September 2023.

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 28, 2022, we had economically hedged certain portions of our foreign currency risk in anticipated transactions using derivative instruments with expiration dates through May 2023.

From time to time, we may use derivative instruments, including interest rate swaps, to reduce risk related to changes in interest rates. This includes, but is not limited to, hedging against increasing interest rates prior to the issuance of long-term debt and hedging the fair value of our senior long-term debt.

Derivatives Designated as Cash Flow Hedges

During the first quarter of fiscal 2019, we entered into deal-contingent forward starting interest rate swap contracts to hedge a portion of the interest rate risk related to our issuance of long-term debt to help finance the acquisition of Pinnacle. We settled these contracts during the second quarter of fiscal 2019 and deferred a $47.5 million gain in accumulated other comprehensive income that is being amortized as a reduction of interest expense over the lives of the related debt instruments. The unamortized amount at August 28, 2022, was $34.1 million.

Economic Hedges of Forecasted Cash Flows

Many of our derivatives do not qualify for, and we do not currently designate certain commodity or foreign currency derivatives to achieve, hedge accounting treatment. We reflect realized and unrealized gains and losses from derivatives used to economically hedge anticipated commodity consumption and to mitigate foreign currency cash flow risk in earnings immediately within general corporate expense (within cost of goods sold). The gains and losses are reclassified to segment operating results in the period in which the underlying item being economically hedged is recognized in cost of goods sold. In the event that management determines a particular derivative entered into as an economic hedge of a forecasted commodity purchase has ceased to function as an economic hedge, we cease recognizing further gains and losses on such derivatives in corporate expense and begin recognizing such gains and losses within segment operating results immediately.

Economic Hedges of Fair Values — Foreign Currency Exchange Rate Risk

We may use options and cross currency swaps to economically hedge the fair value of certain monetary assets and liabilities (including intercompany balances) denominated in a currency other than the functional currency. These derivatives are marked-to-market with gains and losses immediately recognized in SG&A expenses. These substantially offset the foreign currency transaction gains or losses recognized as values of the monetary assets or liabilities being economically hedged change.

All derivative instruments are recognized on our balance sheets at fair value (refer to Note 14 for additional information related to fair value measurements). The fair value of derivative assets is recognized within prepaid expenses and other current assets, while the fair value of derivative liabilities is recognized within other accrued liabilities. In accordance with U.S. GAAP, we offset certain derivative asset and liability balances, as well as certain amounts representing rights to reclaim cash collateral and obligations to return cash collateral, where master netting agreements provide for legal right of setoff. At August 28, 2022 and May 29, 2022, amounts representing an obligation to return cash collateral of $1.2 million and $4.0 million, respectively, were included in prepaid expenses and other current assets in our Condensed Consolidated Balance Sheets.

9

 

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 28, 2022		May 29, 2022
Prepaid expenses and other current assets	$	12.2	$	7.0
Other accrued liabilities		1.0		2.2

The following table presents our derivative assets and liabilities, at August 28, 2022, on a gross basis, prior to the setoff of $2.0 million to total derivative assets and $0.8 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	$	12.2	Other accrued liabilities	$	0.8
Foreign exchange contracts	Prepaid expenses and other current assets		2.0	Other accrued liabilities		1.0
Total derivatives not designated as hedging instruments		$	14.2		$	1.8

The following table presents our derivative assets and liabilities at May 29, 2022, on a gross basis, prior to the setoff of $20.1 million to total derivative assets and $16.1 million to total derivative liabilities where legal right of setoff existed:

	Derivative Assets			Derivative Liabilities
	Balance Sheet Location	Fair Value		Balance Sheet Location	Fair Value
Commodity contracts	Prepaid expenses and other current assets	$	26.8	Other accrued liabilities	$	16.1
Foreign exchange contracts	Prepaid expenses and other current assets		0.3	Other accrued liabilities		2.2
Total derivatives not designated as hedging instruments		$	27.1		$	18.3

The location and amount of gains (losses) from derivatives not designated as hedging instruments in our Condensed Consolidated Statements of Operations were as follows:

	Location in Condensed Consolidated	Gains (Losses) Recognized on Derivatives in Condensed Consolidated Statements of Operations for the Thirteen Weeks Ended
Derivatives Not Designated as Hedging Instruments	Statements of Operations of Gains (Losses) Recognized on Derivatives	August 28, 2022		August 29, 2021
Commodity contracts	Cost of goods sold	$	6.3	$	4.2
Foreign exchange contracts	Cost of goods sold		3.2		6.0
Total gains from derivative instruments not designated as hedging instruments		$	9.5	$	10.2

As of August 28, 2022, our open commodity contracts had a notional value (defined as notional quantity times market value per notional quantity unit) of $116.2 million for purchase contracts. As of May 29, 2022, our open commodity contracts had a notional value of $115.3 million and $96.7 million for purchase and sales contracts, respectively. The notional amount of our foreign currency forward contracts as of August 28, 2022 and May 29, 2022 was $99.4 million and $106.6 million, respectively.

We enter into certain commodity, interest rate, and foreign exchange derivatives with a diversified group of counterparties. We continually monitor our positions and the credit ratings of the counterparties involved and limit the amount of credit exposure to any one party. These transactions may expose us to potential losses due to the risk of nonperformance by these counterparties. We have not incurred a material loss due to nonperformance in any period presented and do not expect to incur any such material loss. We also enter into futures and options transactions through various regulated exchanges.

At August 28, 2022, the maximum amount of loss due to the credit risk of the counterparties, had the counterparties failed to perform according to the terms of the contract, was $2.6 million.  

7. SHARE-BASED PAYMENTS

For the first quarter of 2023 and 2022, we recognized total stock-based compensation expense (including restricted stock units, performance shares, and performance-based restricted stock units) of $23.0 million and $2.6 million, respectively. In the first quarter of fiscal 2023, we granted 1.5 million restricted stock units at a weighted average grant date price of $33.12 and 0.7 million performance shares at a weighted average grant date price of $33.13.

10

 

Performance shares are granted to selected executives and other key employees with vesting contingent upon meeting various Company-wide performance goals. The performance goal for one-third of the target number of performance shares for the three-year performance period ending in fiscal 2023 (the "2023 performance period") is based on our fiscal 2021 diluted earnings per share ("EPS") compound annual growth rate ("CAGR"), subject to certain adjustments. The performance goal for the final two-thirds of the target number of performance shares granted for the 2023 performance period is based on our diluted EPS CAGR, subject to certain adjustments, measured over the two-year period ending in fiscal 2023. The performance goal for the three-year performance period ending in fiscal 2024 (the "2024 performance period") is based on our diluted EPS CAGR, subject to certain adjustments, measured over the defined performance period. The performance goals for the three-year performance period ending in fiscal 2025 (the "2025 performance period") are based on our net sales and diluted EPS growth, subject to certain adjustments, measured over the defined performance period, with each year of the performance period weighted one-third. For each of the 2023 performance period, 2024 performance period, and 2025 performance period, the awards actually earned will range from zero to two hundred percent of the targeted number of performance shares for such performance period. Dividend equivalents are paid on the portion of performance shares actually earned at our regular dividend rate in additional shares of common stock.

Awards, if earned, will be paid in shares of our common stock. Subject to limited exceptions set forth in our performance share plan, any shares earned will be distributed after the end of the performance period, and generally only if the participant continues to be employed with the Company through the date of distribution. For awards where performance against the performance target has not been certified, the value of the performance shares is adjusted based upon the market price of our common stock and current forecasted performance against the performance targets at the end of each reporting period and amortized as compensation expense over the vesting period. Forfeitures are accounted for as they occur.

8. EARNINGS (LOSS) PER SHARE

Basic earnings (loss) 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. In periods when we recognize a net loss, we exclude the impact of outstanding stock awards from the diluted loss per share calculation, as their inclusion would have an anti-dilutive effect.

The following table reconciles the income (loss) and average share amounts used to compute both basic and diluted earnings (loss) per share:

	Thirteen Weeks Ended
	August 28, 2022			August 29, 2021
Net income (loss) attributable to Conagra Brands, Inc. common stockholders:	$	(77.5	)	$	235.4
Weighted average shares outstanding:
Basic weighted average shares outstanding		480.6			480.4
Add: Dilutive effect of stock options, restricted stock unit awards, and other dilutive securities		—			1.9
Diluted weighted average shares outstanding		480.6			482.3

For the first quarter of fiscal 2023, all dilutive stock options, restricted stock unit awards, and other dilutive securities outstanding of 1.7 million shares were excluded from the computation of shares contingently issuable upon exercise, as we recognized a net loss. For the first quarter of fiscal 2022, there were 0.5 million stock options outstanding that were excluded from the computation of diluted weighted average shares because the effect was antidilutive.

9. INVENTORIES

The major classes of inventories were as follows:

	August 28, 2022		May 29, 2022
Raw materials and packaging	$	405.4	$	383.2
Work in process		220.3		164.8
Finished goods		1,513.5		1,305.9
Supplies and other		90.2		85.8
Total	$	2,229.4	$	1,939.7

10. INCOME TAXES

In the first quarter of fiscal 2023 and 2022, we recognized income tax expense of $14.4 million and $69.7 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 (22.8)% and 22.8% for the first quarter of fiscal 2023 and 2022, respectively. 

11

 

The effective tax rate in the first quarter of fiscal 2023 reflected the impact of an impairment of goodwill that is largely non-deductible for tax purposes. During the first quarter of fiscal 2023, goodwill impairment charges totaling $141.7 million were recognized with an associated tax benefit of $2.7 million.

The effective tax rate for the first quarter of fiscal 2022 reflected a benefit from the settlement of tax issues that were previously reserved.

The amount of gross unrecognized tax benefits for uncertain tax positions was $68.0 million as of August 28, 2022 and $62.9 million as of May 29, 2022. Included in both amounts was $0.2 million for tax positions for which the ultimate deductibility is highly certain but for which there is uncertainty about the timing of such deductibility. These amounts also include the issue of certain elections made in connection with our fiscal 2022 federal tax return which is still under review with the IRS. The gross unrecognized tax benefits excluded related liabilities for gross interest and penalties of $6.7 million as of both  August 28, 2022 and May 29, 2022.

The net amount of unrecognized tax benefits at August 28, 2022 and May 29, 2022 that, if recognized, would favorably impact the Company's effective tax rate was $62.9 million and $58.0 million, respectively.

We estimate that it is reasonably possible that the amount of gross unrecognized tax benefits will decrease by up to $7.0 million over the next twelve months due to various state audit settlements and the expiration of statutes of limitations.

In the prior year, we made the assessment that the current earnings of certain foreign subsidiaries were not indefinitely reinvested or that we could not remit to the U.S. parent in a tax-neutral transaction. Accordingly, we have recorded a deferred tax liability of $7.3 million on approximately $147.4 million of earnings at August 28, 2022. The deferred tax liability relates to local withholding taxes that will be owed when this cash is distributed. The undistributed historic earnings in our foreign subsidiaries through May 30, 2021 are considered to be indefinitely reinvested or can be remitted in a tax-neutral transaction. Accordingly, we have not recorded a deferred tax liability related to these undistributed historic earnings.

On August 16, 2022, the Inflation Reduction Act of 2022 was signed into law. We are in the process of evaluating the impact of the recently enacted law, including whether we are subject to the corporate alternative minimum tax. However, we do not expect the impact to be material to our Condensed Consolidated Financial Statements.

11. CONTINGENCIES

Litigation Matters

We are a party to certain litigation matters relating to our acquisition of Beatrice Company ("Beatrice") in fiscal 1991, including litigation proceedings related to businesses divested by Beatrice prior to our acquisition of the company. These proceedings have included suits against a number of lead paint and pigment manufacturers, including ConAgra Grocery Products Company, LLC, a wholly owned subsidiary of the Company ("ConAgra Grocery Products") as alleged successor to W. P. Fuller & Co., a lead paint and pigment manufacturer owned and operated by a predecessor to Beatrice from 1962 until 1967. These lawsuits generally seek damages for personal injury, property damage, economic loss, and governmental expenditures allegedly caused by the use of lead-based paint, and/or injunctive relief for inspection and abatement. When such lawsuits have been brought, ConAgra Grocery Products has denied liability, both on the merits of the claims and on the basis that we do not believe it to be the successor to any liability attributable to W. P. Fuller & Co. Decisions favorable to us were rendered in Rhode Island, New Jersey, Wisconsin, and Ohio. ConAgra Grocery Products was held liable for the abatement of a public nuisance in California, and the case was dismissed pursuant to settlement in July 2019 as discussed in the following paragraph. During the first quarter of fiscal 2023, Conagra was a defendant in one active suit in Illinois, captioned Lewis v. Lead Industries Association, Inc., et al., in which the Illinois Department of Healthcare and Family Services ("DHFS") sought to intervene to seek reimbursement of costs associated with the testing of lead levels in blood. On August 19, 2022, an Illinois appellate court affirmed the denial of DHFS' petition to intervene and entered final judgment in favor of Conagra and the other defendants. As of September 23, 2022, the deadline for DHFS to appeal passed. The matter is now closed.

In California, a number of cities and counties joined in a consolidated action seeking abatement of an alleged public nuisance in the form of lead-based paint potentially present on the interior of residences, regardless of its condition. On September 23, 2013, a trial of the California case concluded in the Superior Court of California for the County of Santa Clara, and on January 27, 2014, the court entered a judgment (the "Judgment") against ConAgra Grocery Products and two other defendants ordering the creation of a California abatement fund in the amount of $1.15 billion. Liability was joint and several. The Company appealed the Judgment, and on November 14, 2017 the California Court of Appeal for the Sixth Appellate District reversed in part, holding that the defendants were not liable to pay for abatement of homes built after 1950, but affirmed the Judgment as to homes built before 1951. The Court of Appeal remanded the case to the trial court with directions to recalculate the amount of the abatement fund estimated to be necessary to cover the cost of remediating pre-1951 homes, and to hold an evidentiary hearing regarding appointment of a suitable receiver. ConAgra Grocery Products and the other defendants petitioned the California Supreme Court for review of the decision, which we believe to be an unprecedented expansion of current California law. On February 14, 2018, the California Supreme Court denied the petition and declined to review the merits of the case, and the case was remanded to the trial court for further proceedings. ConAgra Grocery Products and the other defendants sought further review of certain issues from the Supreme Court of the United States, but on October 15, 2018, the Supreme Court declined to review the case. On September 4, 2018, the trial court recalculated its estimate of the amount needed to remediate pre-1951 homes in the plaintiff jurisdictions to be $409.0 million. As of July 10, 2019, the parties reached an agreement in principle to resolve this matter, which agreement was approved by the trial court on July 24, 2019, and the action against ConAgra Grocery Products was dismissed with prejudice. Pursuant to the settlement, ConAgra Grocery Products will pay a total of $101.7 million in seven installments to be paid annually from fiscal 2020 through fiscal 2026, of which we have made payments through August 28, 2022 of $49.0 million. As part of the settlement, ConAgra Grocery Products has provided a guarantee of up to $15.0 million in the event co-defendant, NL Industries, Inc., defaults on its payment obligations. We have accrued $11.9 million and $40.4 million, within other accrued liabilities and other noncurrent liabilities, respectively, for this matter as of August 28, 2022. 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.

12

 

We are party to a number of putative class action lawsuits challenging various product claims made in the Company's product labeling. These matters include Briseno v. ConAgra Foods, Inc. in which it is alleged that the labeling for Wesson® oils as 100% natural is false and misleading because the oils contain genetically modified plants and organisms. In February 2015, the U.S. District Court for the Central District of California granted class certification to permit plaintiffs to pursue state law claims. The Company appealed to the United States Court of Appeals for the Ninth Circuit, which affirmed class certification in January 2017. The Supreme Court of the United States declined to review the decision and the case was remanded to the trial court for further proceedings. On April 4, 2019, the trial court granted preliminary approval of a settlement in this matter. In the second quarter of fiscal 2020, a single objecting class member appealed the court's decision approving the settlement to the United States Court of Appeals for the Ninth Circuit. On June 1, 2021, the appellate court rejected the settlement and remanded to the trial court for further proceedings. On December 22, 2021, the trial court denied plaintiffs' motion for final approval of the settlement. While we cannot predict with certainty the results of this or any other legal proceeding challenging our product claims, we do not expect these matters to have a material adverse effect on our financial condition, results of operations, or business.

We are party to matters challenging the Company's wage and hour practices. While we cannot predict with certainty the results of this or any other legal proceeding challenging our wage and hour practices, we do not expect these matters to have a material adverse effect on our financial condition, results of operations, or business.

We are party to a number of matters asserting product liability claims against the Company related to certain Pam® and other cooking spray products. These lawsuits generally seek damages for personal injuries allegedly caused by defects in the design, manufacture, or safety warnings of the cooking spray products. We have put the Company's insurance carriers on notice. While we cannot predict with certainty the results of these or any other legal proceedings, we do not expect these matters to have a material adverse effect on our financial condition, results of operations, or business.

Environmental Matters

Securities and Exchange Commission (the "SEC") regulations require us to disclose certain information about environmental proceedings if a governmental authority is a party to such proceedings and such proceedings involve potential monetary sanctions that we reasonably believe will exceed a stated threshold. Pursuant to the SEC regulations, the Company uses a threshold of $1.0 million for purposes of determining whether disclosure of any such proceedings is required.

In October 2019, the Minnesota Pollution Control Agency ("MPCA") initiated an odor complaint investigation at our Waseca, Minnesota vegetable processing facility. As a result of the investigation, the MPCA required implementation of a continuous monitoring system running from May 1 – October 31 in 2020 and 2021 and from April 1 – October 31 in 2022 to monitor hydrogen sulfide emissions at the wastewater treatment facility. As a result of the monitoring data findings, the MPCA has alleged violations of Minnesota Ambient Air Quality Standards based on our hydrogen sulfide emissions during calendar years 2020, 2021, and 2022. The MPCA's current proposed penalty is $1.8 million for 2020 and $4.3 million for 2021, however, we are still in settlement negotiations with the MPCA to reduce the amount allegedly owed. To that end, Conagra is taking additional actions to improve wastewater treatment at the Waseca facility, which may be used to offset portions of the penalties ultimately agreed upon by the parties.

We are a party to certain environmental proceedings relating to our acquisition of Beatrice in fiscal 1991. Such 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 35 Superfund, proposed Superfund, or state-equivalent sites (the "Beatrice sites"). These sites involve locations previously owned or operated by predecessors of Beatrice that used or produced petroleum, pesticides, fertilizers, dyes, inks, solvents, polychlorinated biphenyls, acids, lead, sulfur, tannery wastes, and/or other contaminants. Reserves for these Beatrice environmental proceedings have been established based on our best estimate of the undiscounted remediation liabilities, which estimates include evaluation of investigatory studies, extent of required clean-up, the known volumetric contribution of Beatrice and other potentially responsible parties, and its experience in remediating sites. The accrual for Beatrice-related environmental matters totaled $39.6 million ($2.0 million within other accrued liabilities and $37.6 million within other noncurrent liabilities) as of August 28, 2022, a majority of which relates to the Superfund and state-equivalent sites referenced above.

13

 

Guarantees and Other Contingencies

In certain limited situations, we will guarantee an obligation of an unconsolidated entity. We guarantee an obligation of the Lamb Weston business pursuant to a guarantee arrangement that existed prior to the spinoff of the Lamb Weston business (the "Spinoff"). The guarantee remained in place following completion of the Spinoff and it will remain in place until such guarantee obligation is substituted for guarantees issued by Lamb Weston. Pursuant to the separation and distribution agreement, dated as of November 8, 2016 (the "Separation Agreement"), between us and Lamb Weston, this guarantee arrangement is deemed a liability of Lamb Weston that was transferred to Lamb Weston as part of the Spinoff. Accordingly, in the event that we are required to make any payments as a result of this guarantee arrangement, Lamb Weston is obligated to indemnify us for any such liability, reduced by any insurance proceeds received by us, in accordance with the terms of the indemnification provisions under the Separation Agreement. Lamb Weston is a party to an agricultural sublease agreement with a third party for certain farmland through 2025 (subject, at Lamb Weston's option, to extension for one additional five-year period). Under the terms of the sublease agreement, Lamb Weston is required to make certain rental payments to the sublessor. We have guaranteed the sublessor Lamb Weston's performance and the payment of all amounts (including indemnification obligations) owed by Lamb Weston under the sublease agreement, up to a maximum of $75.0 million. We believe the farmland associated with this sublease agreement is readily marketable for lease to other area farming operators. As such, we believe that any financial exposure to the Company, in the event that we were required to perform under the guarantee, would be largely mitigated.

We also guarantee a lease resulting from an exited facility. As of August 28, 2022, the remaining term of this arrangement did not exceed five years and the maximum amount of future payments we have guaranteed was $10.6 million.

General

After taking into account liabilities recognized for all of the foregoing matters, management believes the ultimate resolution of such matters should not have a material adverse effect on our financial condition, results of operations, or liquidity; however, it is reasonably possible that a change of the estimates of any of the foregoing matters may occur in the future which could have a material adverse effect on our financial condition, results of operations, or liquidity.

Costs of legal services associated with the foregoing matters are recognized in earnings as services are provided. 

12. PENSION AND POSTRETIREMENT BENEFITS

We have defined benefit retirement plans ("pension plans") for eligible salaried and hourly employees. Benefits are based on years of credited service and average compensation or stated amounts for each year of service. We also sponsor postretirement plans which provide certain medical and dental benefits to qualifying U.S. employees.

Components of pension and postretirement plan costs (benefits) are:

	Pension Plans
	Thirteen Weeks Ended
	August 28, 2022			August 29, 2021
Service cost	$	1.6		$	2.7
Interest cost	31.0				20.8
Expected return on plan assets		(36.5	)		(36.4	)
Amortization of prior service cost		0.4			0.5
Pension cost (benefit) — Company plans		(3.5	)		(12.4	)
Pension cost (benefit) — multi-employer plans		2.2			1.9
Total pension cost (benefit)	$	(1.3	)	$	(10.5	)

	Postretirement Plans
	Thirteen Weeks Ended
	August 28, 2022			August 29, 2021
Interest cost		0.5			0.3
Amortization of prior service cost (benefit)		(0.4	)		(0.5	)
Recognized net actuarial gain		(1.1	)		(0.8	)
Total postretirement cost (benefit)	$	(1.0	)	$	(1.0	)

The Company uses a split discount rate (spot-rate approach) for the U.S. plans and certain foreign plans. The spot-rate approach applies separate discount rates for each projected benefit payment in the calculation of pension service and interest cost.

14

 

The weighted-average discount rates for service and interest costs under the spot-rate approach used for pension cost in fiscal 2023 were 4.74% and 4.09%, respectively.

During the first quarter of fiscal 2023, we contributed $3.0 million to our pension plans and contributed $1.9 million to our postretirement plans. Based upon the current funded status of the plans and the current interest rate environment, we anticipate making further contributions of approximately $9.4 million to our pension plans during the remainder of fiscal 2023. We anticipate making further contributions of approximately $6.2 million to our postretirement plans during the remainder of fiscal 2023. These estimates are based on ERISA guidelines, current tax laws, plan asset performance, and liability assumptions, which are subject to change.

13. STOCKHOLDERS' EQUITY

The following table presents a reconciliation of our stockholders' equity accounts for the thirteen weeks ended August 28, 2022:

	Conagra Brands, Inc. Stockholders' Equity
	Common Shares		Common Stock		Additional Paid-in Capital			Retained Earnings			Accumulated Other Comprehensive Loss			Treasury Stock			Noncontrolling Interests			Total Equity
Balance at May 29, 2022		584.2	$	2,921.2		2,324.6		$	6,550.7		$	(11.2	)	$	(2,997.6	)	$	74.5		$	8,862.2
Stock option and incentive plans						(1.6	)		0.2						16.3						14.9
Currency translation adjustments												(11.5	)					(2.1	)		(13.6	)
Repurchase of common shares															(50.0	)					(50.0	)
Derivative adjustments												(2.1	)								(2.1	)
Pension and postretirement healthcare benefits												1.4									1.4
Dividends declared on common stock; $0.33 per share									(158.6	)											(158.6	)
Net income (loss) attributable to Conagra Brands, Inc.									(77.5	)											(77.5	)
Balance at August 28, 2022		584.2	$	2,921.2	$	2,323.0		$	6,314.8		$	(23.4	)	$	(3,031.3	)	$	72.4		$	8,576.7

The following table presents a reconciliation of our stockholders' equity accounts for the thirteen weeks ended August 29, 2021:

	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 30, 2021		584.2	$	2,921.2	$	2,342.1		$	6,262.6	$	5.8	$	(2,979.9	)	$	79.6	$	8,631.4
Stock option and incentive plans						(37.1	)		0.2