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Washington, D.C. 20549


(Mark One)


For the fiscal year ended May 28, 2023



For the transition period from                   to

Commission File No. 1-7275




(Exact name of registrant as specified in its charter)





(State or other jurisdiction of

incorporation or organization)


(I.R.S. Employer

Identification No.)


222 W. Merchandise Mart Plaza, Suite 1300

Chicago, Illinois



(Address of principal executive offices)


(Zip Code)


Registrants telephone number, including area code (312) 549-5000

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




New York Stock Exchange


Securities registered pursuant to section 12(g) of the Act: None


Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  ☑    No  ☐


Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    Yes  ☐    No  ☑


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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.


If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.


Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).


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


The aggregate market value of the voting common stock of Conagra Brands, Inc. held by non-affiliates on November 25, 2022 (the last business day of the Registrant's most recently completed second fiscal quarter) was approximately $17,692,227,237 based upon the closing sale price on the New York Stock Exchange on such date.


At June 25, 2023, 477,060,396 common shares were outstanding.


Documents Incorporated by Reference


Portions of the Registrant’s definitive Proxy Statement for the Registrant's 2023 Annual Meeting of Stockholders (the "2023 Proxy Statement") are incorporated by reference into Part III.






Table of Contents





Item 1




Item 1A

Risk Factors



Item 1B

Unresolved Staff Comments



Item 2




Item 3

Legal Proceedings



Item 4

Mine Safety Disclosures






Item 5

Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities



Item 6




Item 7

Management's Discussion and Analysis of Financial Condition and Results of Operations



Item 7A

Quantitative and Qualitative Disclosures About Market Risk



Item 8

Financial Statements and Supplementary Data


Consolidated Statements of Earnings for the Fiscal Years Ended May 2023, 2022, and 2021



Consolidated Statements of Comprehensive Income for the Fiscal Years Ended May 2023, 2022, and 2021



Consolidated Balance Sheets as of May 28, 2023 and May 29, 2022



Consolidated Statements of Common Stockholders' Equity for the Fiscal Years Ended May 2023, 2022, and 2021



Consolidated Statements of Cash Flows for the Fiscal Years Ended May 2023, 2022, and 2021



Notes to Consolidated Financial Statements



Item 9

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure



Item 9A

Controls and Procedures



Item 9B

Other Information



Item 9C

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections






Item 10

Directors, Executive Officers and Corporate Governance



Item 11

Executive Compensation



Item 12

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters



Item 13

Certain Relationships and Related Transactions, and Director Independence



Item 14

Principal Accountant Fees and Services






Item 15

Exhibits and Financial Statement Schedules



Item 16

Form 10-K Summary











This annual report on Form 10-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Actual results, performance, or achievements could differ materially from those projected in the forward-looking statements as a result of a number of risks, uncertainties, and other factors. For a discussion of important factors that could cause our results, performance, or achievements to differ materially from any future results, performance, or achievements expressed or implied by our forward-looking statements, please refer to Item 1A, Risk Factors and Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations below.




General Development of Business


Conagra Brands, Inc. (the "Company", "Conagra Brands", "we", "us", or "our"), headquartered in Chicago, is one of North America's leading branded food companies. Guided by an entrepreneurial spirit, the Company combines a rich heritage of making great food with a sharpened focus on innovation. The Company's portfolio is evolving to satisfy people's changing food preferences. Its iconic brands such as Birds Eye®, Duncan Hines®, Healthy Choice®, Marie Callender's®, Reddi-wip®, and Slim Jim®, as well as emerging brands, including Angie's® BOOMCHICKAPOP®, Duke's®, Earth Balance®, Gardein®, and Frontera®, offer choices for every occasion.


We began as a Midwestern flour-milling company and entered other commodity-based businesses throughout our history. We were initially incorporated as a Nebraska corporation in 1919 and reincorporated as a Delaware corporation in 1976. Over time, we transformed into the branded, pure-play consumer packaged goods food company we are today. Growing our food businesses has also been fueled by innovation, organic growth of our brands, and expansion into adjacent categories, including through acquisitions. We are focused on delivering sustainable, profitable growth with strong and improving returns on our invested capital.


Narrative Description of Business


We compete throughout the food industry and focus on adding value for our customers who operate in the retail food and foodservice channels.


Our operations, including our reporting segments, are described below. Our locations, including manufacturing facilities, within each reporting segment, are described in Item 2, Properties.


Reporting Segments


Our reporting segments are as follows:


Grocery & Snacks


The Grocery & Snacks reporting segment principally includes branded, shelf-stable food products sold in various retail channels in the United States.


Refrigerated & Frozen


The Refrigerated & Frozen reporting segment principally 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.


Unconsolidated Equity Investments


We have two unconsolidated equity investments. Our most significant equity method investment is our joint venture with respect to Ardent Mills, a milling business.




The following comments pertain to all of our reporting segments.


Conagra Brands is a branded consumer packaged goods food company that operates in many sectors of the food industry, with a significant focus on the sale of branded, private branded, and value-added consumer food, as well as foodservice items and ingredients. We use many different raw materials, most of which are commodities. The prices paid for raw materials used in making our food generally reflect factors such as global economic conditions, trade barriers or restrictions, supply chain disruptions, supply and demand, weather, commodity market fluctuations, currency fluctuations, tariffs, and the effects of governmental agricultural programs. Although the prices of raw materials can be expected to fluctuate as a result of these factors, we believe such raw materials to be in adequate supply and generally available from numerous sources. From time to time, we have faced increased costs for many of our significant raw materials, packaging, and energy inputs. We seek to mitigate higher input costs through productivity and pricing initiatives and the use of derivative instruments to economically hedge a portion of forecasted future consumption.


We experience intense competition for sales of our food items in our major markets. Our food items compete with widely advertised, well-known, branded food, as well as private branded and customized food items. Some of our competitors are larger and have greater resources than we have. We compete primarily on the basis of quality, value, product innovation, customer service, brand recognition, and brand loyalty.




Demand for certain of our food items may be influenced by holidays, changes in seasons, or other annual events. For example, sales of frozen foods tend to be marginally higher during the winter months, seafood sales are highest during Lent, in advance of the Easter holiday, and production of certain of our products occurs seasonally, during or immediately following the purchase of agricultural crops.


Our intellectual property rights, including our trademarks, licensing agreements, trade secrets, patents, and copyrights are of material importance to our business, and we attempt to protect such rights by pursuing remedies available to us under trademark, copyright, trade secret, and patent laws, as well as entering into licensing, third-party nondisclosure and assignment agreements, and policing of third-party misuses of our intellectual property. Some of our food items are sold under brands that have been licensed from others, including under the P.F. Changs®, Bertolli®, and Libbys® trademarks. We also own certain intellectual property rights that are licensed to third parties, such as the Alexia® trademark. While many of these licensing arrangements are perpetual in nature, others must be periodically renegotiated or renewed pursuant to their terms. We also actively develop and maintain a portfolio of patents, although no single patent is considered material to the business as a whole. We have proprietary trade secrets, technology, know-how, processes, and other intellectual property rights that are not registered.


Our operations are subject to various laws and regulations administered by federal, state, local, and foreign government agencies, including, but not limited to, the United States Department of Agriculture, the Federal Food and Drug Administration, the Federal Trade Commission, the Occupational Safety and Health Administration, the Environmental Protection Agency, and the Department of Labor. In particular, the processing, packaging, transportation, storage, distribution, advertising, labeling, quality, and safety of food products, the health and safety of our employees, and the protection of the environment are each subject to governmental regulation. Additionally, we are subject to data privacy and security regulations, tax and securities regulations, accounting and reporting standards, and other financial laws and regulations. We believe that we are in compliance with such laws and regulations in all material respects and do not expect that continued compliance with such regulations will have a material effect upon capital expenditures, earnings, or our competitive position.


Our largest customer, Walmart, Inc. and its affiliates, accounted for approximately 28%, 27%, and 26% of consolidated net sales for fiscal 2023, 2022, and 2021, respectively.


Human Capital Resources


At Conagra, we believe that our employees are the driving force behind our success. We believe that the success and growth of our business depends in large part on our ability to attract, develop, and retain a diverse population of talented and high-performing employees at all levels of our organization. We leverage our six timeless values, which form the framework of our Company culture, to guide our approach to human capital management:



Integrity: Do the right things and do things right



External Focus: Center on the consumer, customer, competitor, and investor



Broad-Mindedness: Seek out and respect varied perspectives; embrace collaboration and assume positive intent



Agility: Convert insights into action with the speed of an entrepreneur



Leadership: Simplify, make decisions, inspire others, and act like an owner



Results: Leverage a "refuse-to-lose" obsession with impact and value creation


We have developed key recruitment, development, and retention strategies and objectives that guide our human capital management approach. These strategies and objectives are advanced through a number of programs, policies, and initiatives, as described below.


As of May 28, 2023, we had approximately 18,600 employees, primarily in the United States. Approximately 46% of our employees are parties to collective bargaining agreements. We believe our relationships with employees and their representative organizations are good.




Safety and Health: The health and safety of our employees is our top priority. We are focused on maintaining a strong culture of safety, in which all employees strive to protect themselves and their colleagues. During fiscal year 2023, our Occupational Safety & Health Administration Incident Rate was 1.58 incidents per 100 full-time workers, as compared to 1.67 incidents per 100 full-time workers in fiscal 2022 and 2.00 incidents per 100 full-time workers in fiscal 2021. We compare our incident rate to that of the average for companies in the food manufacturing sector, as published by the Bureau of Labor Statistics. In each of the last three fiscal years, our incident rate has been below the industry average. Our health and safety team audits each of our facilities every three years to confirm compliance with safety regulations and corporate policies. The team documents the audit results and tracks corrective actions to completion to confirm we hold ourselves accountable for providing a safe work environment.


Diversity and Inclusion: We nourish our inclusive culture by encouraging openness, acceptance, and individual authenticity. We believe that a diverse team gives us a competitive advantage and are committed to incorporating different ways of thinking, backgrounds, experiences, opinions, and viewpoints into our workforce to energize our culture and drive our success.


We believe diversity is measured by more than age, race, gender, sexual orientation, and disability. All backgrounds, perspectives, styles, and opinions are valued and belong at Conagra. We harness the power of diversity and inclusion ("D&I") to accelerate innovation and growth and as key drivers of shareholder value creation.


Our commitment to D&I is exemplified by our Board of Directors (the "Board") with ages ranging from 51 to 71, diverse backgrounds and life experiences, three racially/ethnically diverse directors and four women directors serving on our ten-person board. The Human Resources Committee of our Board (the "HR Committee") oversees our D&I strategy. The HR Committee has embedded its oversight of our diversity and inclusion strategy into its standing agenda and receives regular updates from management on our diversity and inclusion goals and initiatives. We have set D&I goals that were embedded by our HR Committee into our executive compensation program for fiscal 2023 in the individual performance modifier for senior leaders under our annual incentive plan.


Our Senior Leadership Team is responsible for setting and driving our D&I strategy. During fiscal 2023, we launched numerous efforts to amplify our commitment to D&I through our D&I Leadership Council, comprised of senior leaders with a continued focus on driving accountability towards operationalizing our three strategic D&I pillars of recruitment, advocacy and development. Core aspects of our strategy include building a strong entry-level pipeline; developing programs to internally and externally advance our talent; and designing education and awareness programs that strengthen our culture of inclusion.  Examples of recruitment, advocacy, and development initiatives launched during fiscal 2023 include the following:



We expanded our employee resource groups with the launch of our Disability+ Ally employee resource group.



We continued to build on our commitment to evolve our culture with continued D&I awareness programs.



We continued to expand our diversity recruitment strategies focused on strengthening the diversity of candidate slates at the early talent (recent college graduates) and experienced hire levels:



Recruiting junior military officers through our Cameron Brooks partnership



Engaging with LGBTQ+ Engineering and Marketing entry-level talent through our Out4Undergrad partnership



Expanding our relationship with Thurgood Marshall through participation in their leadership institute to engage and recruit students from historically black colleges and universities (HBCUs)



Partnering with Department of Defense Skills Bridge to provide returning service members with job opportunities and Upwardly Global to support immigrants and refugees as they restart their careers.



We awarded the "Conagra Refuse-to-Lose Scholarship" to 36 students through our program partners, Thurgood Marshall College Fund and Hispanic Scholarship Fund and pledged our support for a third round of scholarships in 2024




Our goal is to create a culture of belonging, where everyone can experience inclusion. We want to be a place where people trust and respect one another. While we value and embrace diversity, we also celebrate what we all have in common—our energy and passion for making great food and great brands.


Learning and Development: We believe that by enabling employee growth and development, we better position Conagra to meet current and future business needs while driving employee retention. By providing employees with growth opportunities, we empower them to build knowledge and skills and make an impact through their work at Conagra.


We leverage a variety of tools and processes to promote a culture of employee learning and development at Conagra:



Job profiles are aligned to a Conagra-specific skills framework that defines and prioritizes the top skills desired for each role.  Employees’ skills are assessed against the framework and the data is leveraged to provide tailored learning opportunities for each employee as well as drive programs to enhance organizational capabilities



Employees have access to numerous development opportunities including functional development programs, on-demand learning content, and targeted leadership programs.  Our cross-functional opportunity marketplace allows employees to become involved in initiatives beyond their day-to-day job responsibilities, providing on-the-job learning



We promote a learning culture through multiple levers such as expecting leaders to consistently coach, teach and mentor colleagues across the organization and our “Invest in You” program that encourages employees to set aside at least one-hour per workweek focused on learning


Talent Acquisition: We believe Conagra offers one of the best cultures in the food industry along with numerous components for a long and prosperous career.  Our Conagra Promise is to provide every employee with tools and programs to help them reach their full potential.


While the current labor market presents significant challenges for employers, Conagra has made differential investments in our Talent Acquisition tools and programs to help us continue to attract the right candidates.



Implemented new technology that enhances our marketing efforts while also simplifying the application process for prospective candidates



Modernized our marketing materials to fully capture and communicate the employee value proposition Conagra offers



Added resources and enhanced processes to improve and streamline recruiting efforts at our manufacturing facilities



Continue to leverage data and key metrics to drive priorities and strategically focus recruiting efforts and resources across the enterprise


Compensation and Benefits: We offer competitive compensation and benefits to attract the best talent and to support the overall well-being of our employees. Through our holistic approach to benefits, we provide our employees with resources to help them thrive. We offer a wide range of benefits across areas such as health, family, finance, community, and time away, including healthcare and wellness benefits, adoption and surrogacy assistance, family care resources, a 401(k) plan, family leave, and paid time off. 


Information About Our Executive Officers


The names, ages, and positions of our executive officers as of July 13, 2023 are listed below:




Title & Capacity




Year First

Appointed an



Sean M. Connolly


President and Chief Executive Officer





David S. Marberger


Executive Vice President and Chief Financial Officer





Carey L. Bartell


Executive Vice President, General Counsel and Corporate Secretary





Charisse Brock


Executive Vice President, Chief Human Resources Officer





Alexandre O. Eboli


Executive Vice President, Chief Supply Chain Officer





Thomas M. McGough


Executive Vice President and Co-Chief Operating Officer





Darren C. Serrao


Executive Vice President and Co-Chief Operating Officer





Robert G. Wise


Senior Vice President, Corporate Controller






Sean M. Connolly has served as our President and Chief Executive Officer and a member of the Board since April 6, 2015. Prior to that, he served as President and Chief Executive Officer and a director of The Hillshire Brands Company (a branded food products company) from June 2012 to August 2014, Executive Vice President of Sara Lee Corporation (a branded food products company and the predecessor to Hillshire), and Chief Executive Officer, Sara Lee North American Retail and Foodservice, from January 2012 to June 2012. Prior to joining Sara Lee in anticipation of the spin-off of Hillshire, Mr. Connolly served as President of Campbell North America, the largest division of Campbell Soup Company (a branded food products company), from October 2010 to December 2011, President, Campbell USA from 2008 to 2010, and President, North American Foodservice for Campbell from 2007 to 2008. Before joining Campbell in 2002, he served in various marketing and brand management roles at The Procter & Gamble Company (a consumer packaged goods company).




David S. Marberger has served as Executive Vice President and Chief Financial Officer since August 2016. Prior to joining Conagra Brands, he served as Chief Financial Officer of Prestige Brands Holdings, Inc. (a provider of over-the-counter healthcare products) from October 2015 until July 2016. Prior to that, Mr. Marberger served as the Senior Vice President and Chief Financial Officer of Godiva Chocolatier, Inc. (a global manufacturer and supplier of premium chocolates) from 2008 until October 2015. Prior to that, Mr. Marberger served Tasty Baking Company (a manufacturer and supplier of baked goods) as Executive Vice President and Chief Financial Officer from 2006 to 2008 and as Senior Vice President and Chief Financial Officer from 2003 to 2006. From 1993 until 2003, he served in various roles at Campbell Soup Company (a branded food products company), where he last held the position of Vice President, Finance, Food and Beverage Division.


Carey L. Bartell has served as Executive Vice President, General Counsel and Corporate Secretary since June 2022. In this role, Ms. Bartell oversees all legal and governmental affairs activity for the company. Previously, Ms. Bartell served as Vice President and Chief Counsel leading the company’s litigation efforts and compliance programs. Ms. Bartell joined Conagra in 2016. Prior to Conagra, Ms. Bartell worked for eight years at Hospira, Inc., a global pharmaceutical and medical device company, as Senior Counsel and then Vice President, Legal. In this role, she oversaw the company’s litigation, labor, employment, and immigration law, and advised senior management and the board of directors regarding diverse legal and business risks. Ms. Bartell began her career in private practice at a Chicago law firm, first as an Associate and then Partner, where she practiced primarily in the areas of litigation and labor & employment law.


Charisse Brock has served as Executive Vice President and Chief Human Resources Officer since November 2015 and previously served as Senior Vice President and Interim Chief Human Resources Officer from August 2015 until November 2015. Prior to serving in these roles, Ms. Brock served as Vice President of Human Resources for the Consumer Foods segment of Conagra Brands from September 2010 until August 2015. Ms. Brock joined Conagra Brands in 2004 as Director of Human Resources, supporting the Refrigerated Foods Group. Prior to joining Conagra Brands, she served for 15 years at The Quaker Oats Company (a branded food products company) (which was acquired by PepsiCo during her tenure) in its Consumer Foods Division.


Alexandre "Ale" O. Eboli has served as Executive Vice President and Chief Supply Chain Officer for Conagra Brands since August 2021. Mr. Eboli has end-to-end supply chain responsibilities for the company, overseeing the manufacturing, procurement, environment, health and safety, plant quality, logistics, and transportation and warehousing teams. Mr. Eboli joined Conagra Brands with 25 years of experience of global end-to-end supply chain leadership within the consumer packaged goods industry and has held a variety of roles in finance, planning, distribution, logistics and manufacturing. Prior to Conagra, Mr. Eboli served as the Head of Supply Chain, North America for The Unilever Group, where he was responsible for overseeing manufacturing facilities and co-manufacturers producing personal care, food and ice cream products as well as the related planning, procurement, manufacturing, engineering, logistics, quality, manufacturing excellence and customer service functions.


Thomas M. McGough has served as Executive Vice President and Co-Chief Operating Officer since October 2018. Prior to that, he served as the Company's President, Operating Segments from May 2017 until October 2018 and as the Company's President of Consumer Foods from May 2013 until May 2017. Mr. McGough also served as President, Grocery Products from 2011 until May 2013 and as Vice President in the Company's Consumer Foods organization from 2007 to 2011. Prior to joining the Company, Mr. McGough served in various roles at H.J. Heinz (a food processing company), where he began his career in 1990.


Darren C. Serrao has served as Executive Vice President and Co-Chief Operating Officer since October 2018. Prior to that, he served as Executive Vice President, Chief Growth Officer from August 2015 to October 2018. Prior to joining the Company, Mr. Serrao served as Senior Vice President, Chief Marketing and Commercial Officer at Campbell Soup Company (a branded food products company) from February 2015 until August 2015 and as Senior Vice President of Innovation and Business Development for Campbell North America from July 2011 until February 2015. Mr. Serrao has also held several profit and loss and marketing positions during his career, including roles with PepsiCo and Unilever.


Robert G. Wise has served as Senior Vice President, Corporate Controller since December 2012 and has notified the Company of his intention to retire no later than July 28, 2023. Mr. Wise joined Conagra Brands in March 2003 and has held various positions of increasing responsibility with Conagra Brands, including Vice President, Assistant Corporate Controller from March 2006 until January 2012 and Vice President, Corporate Controller from January 2012 until December 2012. Prior to joining Conagra Brands, Mr. Wise served in various roles at KPMG LLP (an accounting firm) from October 1995 until March 2003.


Foreign Operations


Foreign operations information is set forth in Note 19, "Business Segments and Related Information", to the Consolidated Financial Statements contained in this report.




Available Information


We make available, free of charge through the "Investors—Financial Reports & Filings" link on our website at http://www.conagrabrands.com, our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, as soon as reasonably practicable after such material is electronically filed with or furnished to the Securities and Exchange Commission (the "SEC"). We use our website, through the "Investors" link, as a channel for routine distribution of important information, including news releases, analyst presentations, and financial information. The information on our website is not, and will not be deemed to be, a part of this annual report on Form 10-K or incorporated into any of our other filings with the SEC.


We have also posted on our website our (1) Corporate Governance Principles, (2) Code of Conduct, (3) Code of Ethics for Senior Corporate Officers, and (4) Charters for the Audit/Finance Committee, Nominating and Corporate Governance Committee, and Human Resources Committee. Stockholders may also obtain copies of these items at no charge by writing to: Corporate Secretary, Conagra Brands, Inc., 222 Merchandise Mart Plaza, Suite 1300, Chicago, IL, 60654.





Our business is subject to various risks and uncertainties. Any of the risks and uncertainties described below could materially adversely affect our business, financial condition, and results of operations and should be considered in evaluating us. Although the risks are organized by headings and each risk is described separately, many of the risks are interrelated. While we believe we have identified and discussed below the key risk factors affecting our business, there may be additional risks and uncertainties that are not presently known or that are not currently believed to be significant that may adversely affect our business, performance, or financial condition in the future. You should not interpret the disclosure of any risk factor to imply that the risk has not already materialized.


Market Risks


Deterioration of general economic conditions, an economic recession, periods of inflation, or economic uncertainty have in the past harmed and could continue to harm our business and results of operations.


Our business and results of operations have in the past been and may continue to be adversely affected by changes in national or global economic conditions, including inflation, rising interest rates, decreased availability of capital, volatility in financial markets, declining consumer spending rates, recessions, decreased energy availability and increased energy costs (including fuel surcharges), supply chain challenges, labor shortages, geopolitical conflicts (including the ongoing conflict between Russia and Ukraine), the negative impacts caused by pandemics and public health crises (including the COVID-19 pandemic), and the effects of governmental initiatives to manage economic conditions.


These economic factors could continue to impact our business and operations in a variety of ways, including as follows:



consumers shifting purchases to more generic, lower-priced, or other value offerings, or foregoing certain purchases altogether during economic downturns, which could result in a reduction in sales of higher margin products or a shift in our product mix to lower margin offerings adversely affecting the results of our operations;



decreased demand in the restaurant business, particularly casual and fine dining, may adversely affect our Foodservice operations;



volatility in commodity and other input costs could substantially impact our result of operations;



volatility in the equity markets or interest rates could substantially impact our pension costs and required pension contributions;



rising interest rates may adversely impact our results of operations; and



it may become more costly or difficult to obtain debt or equity financing to fund operations or investment opportunities, or to refinance our debt in the future, in each case on terms and within a time period acceptable to us.




Our business, financial condition and results of operations have in the past been and could continue to be adversely affected by disruptions in the global economy caused by geopolitical conflict including the ongoing conflict between Russia and Ukraine.


Our business, financial condition and results of operations have been impacted in the past and may be impacted in the future by disruptions in the global economy. The global economy has been negatively impacted by geopolitical conflicts, such as the military conflict between Russia and Ukraine, which has resulted in governments in the U.S., United Kingdom, and European Union imposing export controls on certain products and financial and economic sanctions on certain industry sectors and parties in Russia. Although we have no operations in Russia or Ukraine, we have experienced shortages in materials and increased costs for transportation, energy, and raw materials due in part to the negative impact of the Russia-Ukraine military conflict on the global economy. Further escalations of geopolitical tensions related to military conflicts, including increased trade barriers or restrictions on global trade, could also result in, among other things, cyberattacks, supply disruptions, lower consumer demand, and changes to foreign exchange rates and financial markets, any of which may adversely affect our business and supply chain. In addition, the effects of the ongoing conflict could heighten many of our known risks described in this Item 1A, Risk Factors.


Credit Risks


Our existing and future debt may limit cash flow available to invest in the ongoing needs of our business and could prevent us from fulfilling our debt obligations or returning cash to stockholders.


As of May 28, 2023, we had total debt of approximately $9.24 billion, including approximately $8.02 billion aggregate principal amount of outstanding senior notes. Our ability to make payments on our debt, fund our other liquidity needs, make planned capital expenditures, and return cash to stockholders will depend on our ability to generate cash in the future. Our historical financial results have been, and we anticipate that our future financial results will be, subject to fluctuations. Our ability to generate cash, to a certain extent, is subject to general economic, financial, competitive, legislative, regulatory, and other factors that are beyond our control. We cannot guarantee that our business will generate sufficient cash flow from our operations or that future borrowings will be available to us in an amount sufficient to enable us to make payments of our debt, fund other liquidity needs, make planned capital expenditures, or return cash to stockholders.


Our level of debt could have important consequences. For example, it could:



make it more difficult for us to satisfy our debt service obligations;



restrict us from making strategic acquisitions or taking advantage of favorable business opportunities;



restrict us from repurchasing shares of our common stock;



negatively impact our ability to pay a cash dividend at an attractive level;



limit flexibility to plan for, or react to, changes in the businesses and industries in which we operate, which may adversely affect our operating results and ability to meet our debt service obligations;



limit our ability to refinance our indebtedness or increase the cost of such indebtedness;



require us to dedicate a substantial portion of our cash flow from operations to the payment of debt service, reducing the availability of our cash flow to fund working capital, capital expenditures, acquisitions, and other general corporate purposes;



increase our vulnerability to adverse economic or industry conditions, including changes in interest rates;



limit our ability to obtain additional financing in the future to fund our working capital requirements, capital expenditures, acquisitions, investment, debt service obligations, and other general operating requirements or to enable us to react to changes in our business; or



place us at a competitive disadvantage compared to businesses in our industry that have less debt.


Additionally, any failure to meet required payments on our debt, or failure to comply with any covenants in the instruments governing our debt, could result in an event of default under the terms of those instruments and a downgrade to our credit ratings. In the event of a default, the holders of our debt could elect to declare all the amounts outstanding under such instruments to be due and payable. Any default under the agreements governing our debt and the remedies sought by the holders of such debt could render us unable to pay principal and interest on our debt.


Recently, we have increasingly accessed the commercial paper markets for ongoing funding requirements. A downgrade in our credit ratings would increase our borrowing costs and could affect our ability to issue commercial paper. Additionally, disruptions in the commercial paper market or other effects of volatile economic conditions on the credit markets could also reduce the amount of commercial paper that we could issue and raise our borrowing costs.




A significant portion of our operations are conducted through our subsidiaries. As a result, our ability to generate sufficient cash flow for our needs is dependent to some extent on the earnings of our subsidiaries and the payment of those earnings to us in the form of dividends, loans, or advances and through repayment of loans or advances from us. Our subsidiaries are separate and distinct legal entities. Our subsidiaries have no obligation to pay any amounts due on our debt to provide us with funds to meet our cash flow needs, whether in the form of dividends, distributions, loans, or other payments. In addition, any payment of dividends, loans, or advances by our subsidiaries could be subject to statutory or contractual restrictions. Payments to us by our subsidiaries will also be contingent upon our subsidiaries' earnings and business considerations. Our right to receive any assets of any of our subsidiaries upon their liquidation or reorganization will be effectively subordinated to the claims of that subsidiary's creditors, including trade creditors. In addition, even if we are a creditor of any of our subsidiaries, our rights as a creditor would be subordinate to any security interest in the assets of our subsidiaries and any indebtedness of our subsidiaries senior to that held by us. Finally, changes in the laws of foreign jurisdictions in which we operate may adversely affect the ability of some of our foreign subsidiaries to repatriate funds to us.


Heightened inflation, increased interest rates and other economic conditions including potential recession and credit market disruptions could negatively impact our business.


Customer and consumer demand for our products may be impacted by heightened inflation, increased interest rates and other weak economic conditions including recessionary conditions and credit market disruptions and volatility. For example, in fiscal 2023, the U.S. experienced heightened inflationary pressures that impacted our business. Continued weak economic conditions may adversely impact consumers causing a decrease in demand for our products from our customers and consumers. Additionally, these economic conditions may adversely impact some of our customers, suppliers and other vendors who are highly leveraged. We have experienced and may continue to experience negative impacts to our business ranging from an inability to collect accounts receivable to supply chain disruptions caused by failures of our counterparties to continue as a going concern due to financial and liquidity issues.


Competition Risks


Increased competition may result in reduced sales or profits.


The food industry is highly competitive, and further consolidation in the industry would likely increase competition. Our principal competitors have substantial financial, marketing, and other resources. Increased competition can reduce our sales due to loss of market share or the need to reduce prices to respond to competitive and customer pressures. Competitive pressures also may restrict our ability to increase prices and maintain those price increases, including price increases made in response to commodity and other cost increases. In addition, we may experience delays between the time that we take inflation-related pricing actions and the time that we realize the impact of those actions on our margins and results of operations.


We sell branded, private brand, and customized food products, as well as commercially branded foods. Our branded products have an advantage over private brand products primarily due to advertising and name recognition, although private brand products typically sell at a discount to those of branded competitors. In addition, when branded competitors focus on price and promotion, the environment for private brand producers becomes more challenging because the price difference between private brand products and branded products may become less significant. In most product categories, we compete not only with other widely advertised branded products, but also with other private label and store brand products that are generally sold at lower prices. A strong competitive response from one or more of our competitors to our marketplace efforts, or a consumer shift towards more generic, lower-priced, or other value offerings, could result in us reducing pricing, increasing marketing or other expenditures, or losing market share. Our margins and profits could decrease if a reduction in prices or increased costs are not counterbalanced with increased sales volume.


In addition, substantial growth in e-commerce has encouraged the entry of new competitors and business models, intensifying competition by simplifying distribution and lowering barriers to entry. The expanding presence of e-commerce retailers has impacted, and may continue to impact, consumer preferences and market dynamics, which in turn may negatively affect our sales or profits.


If we do not achieve the appropriate cost structure in the highly competitive food industry, our profitability could decrease.


Our future success and earnings growth depend in part on our ability to achieve the appropriate cost structure and operate efficiently in the highly competitive food industry, particularly in an environment of volatile input costs. We continue to implement profit-enhancing initiatives that impact our supply chain and general and administrative functions. These initiatives are focused on cost-saving opportunities in procurement, manufacturing, logistics, and customer service, as well as general and administrative overhead levels. Gaining additional efficiencies may become more difficult over time. Our failure to reduce costs through productivity gains or by eliminating redundant costs resulting from acquisitions could adversely affect our profitability and weaken our competitive position. If we do not continue to effectively manage costs and achieve additional efficiencies, our competitiveness and our profitability could decrease.


Commodity Risks


We are subject to increases in the price of raw materials, labor, manufacturing, distribution, and other inputs necessary for the production and distribution of our products, and we may not be able to fully offset this input cost inflation on a timely basis or at all.


Many of the components of our cost of goods sold are subject to price increases that are attributable to factors beyond our control, including but not limited to, global economic conditions, trade barriers or restrictions, supply chain disruptions, changes in crop size, product scarcity, demand dynamics, currency rates, water supply, weather conditions, import and export requirements, and other factors. The cost of raw materials, labor, manufacturing, energy, fuel, packaging materials, and other inputs related to the production and distribution of our products have increased and may continue to increase unexpectedly.




In recent years, input costs have increased materially and at a rapid rate. We expect the pressures of input cost inflation to continue into fiscal 2024.


The Company uses a variety of strategies to seek to offset this input cost inflation such as increasing productivity, cutting costs, increasing pricing and engaging in commodity hedging. However, we may not be able to generate sufficient productivity improvements or sustain our price increases. Commodity price volatility may result in unfavorable commodity positions, the costs of which we may not be able to fully offset on acceptable timelines or at all. To the extent we are unable to offset present and future input cost increases, our operating results could be materially and adversely affected.


 Increases in commodity costs have in the past and may continue to have a negative impact on profits.


We use many different commodities such as wheat, corn, oats, various vegetables, vegetable oils, beef, pork, poultry, dairy products, steel, aluminum, and energy. Commodities are subject to price volatility caused by global economic conditions, trade barriers or restrictions, supply chain disruptions, commodity market fluctuations, supply and demand, currency fluctuations, external conditions such as weather, and changes in governmental agricultural and energy policies and regulations. In addition, recent world events have increased the risks posed by international trade disputes, tariffs, and sanctions. We procure a wide spectrum of commodities globally and in the past have faced increased prices for commodities sourced from nations that have been impacted by trade disputes, tariffs, or sanctions. Commodity price increases have resulted and may in the future result in increases in raw material, packaging, and energy costs and operating costs. We have experience in hedging against commodity price increases; however, these practices and experience reduce, but do not eliminate, the risk of negative profit impacts from commodity price increases. We do not fully hedge against changes in commodity prices, and the risk management procedures that we use may not always work as we intend.


To mitigate commodity cost increases, we have implemented various strategies that include, among other things, entering into contracted pricing with certain vendors, procuring commodities in periods of favorable market conditions, or entering into various derivative instruments. These actions may in part mitigate these increased costs, but even by increasing our product prices or implementing cost savings efforts, we may not be able to fully offset these increased costs. Additionally, increased prices may not be sustainable over time and may result in reduced sales volume, which can negatively impact our margins, and profitability. 


Volatility in the market value of derivatives we use to manage exposures to fluctuations in commodity prices will cause volatility in our gross margins and net earnings.


We utilize derivatives to manage price risk for some of our principal ingredients and energy costs, including grains (wheat and corn), vegetable oils, pork, dairy products, and energy. Changes in the values of these derivatives are generally recorded in earnings currently, resulting in volatility in both gross margin and net earnings. These gains and losses are reported in cost of goods sold in our Consolidated Statements of Earnings and in unallocated general corporate expenses in our segment operating results until we utilize the underlying input in our manufacturing process, at which time the gains and losses are reclassified to segment operating profit. We may experience volatile earnings as a result of these accounting treatments.


Operating Risks


Supply chain disruptions have in the past and could continue to negatively impact our profitability.


In recent years, our industry has been impacted by supply chain disruptions, transportation issues, labor challenges and continued changes in global economic conditions, which have impacted and could continue to impact our operations and profitability.  Continued inflation, rising interest rates, decreased availability of capital, volatility in financial markets, declining consumer spending rates, recessions, decreased energy availability and increased energy costs (including fuel surcharges) have in the past caused and could continue to cause challenges for us, our suppliers, vendors, customers and consumers of our products and may negatively impact our profitability.  These supply chain disruptions have impacted our ability to source ingredients and manufacture and distribute our products, and may make it difficult for our customers to accurately forecast and plan for their purchases of our products to optimize restocking, all of which could negatively impact our business and profitability.


We have in the past been and may in the future be subject to product liability claims, labeling claims and product recalls, which could negatively impact our profitability.


We sell food products for human consumption, which involves risks such as product contamination or spoilage, product tampering, other adulteration of food products, mislabeling, and misbranding. We may be subject to liability if the consumption of any of our products causes injury, illness, or death. In addition, we will voluntarily recall products in the event of contamination or damage. We have issued recalls and have from time to time been and currently are involved in lawsuits relating to our food products. A significant product liability judgment or a widespread product recall may negatively impact our sales and profitability for a period of time depending on the costs of the recall, the destruction of product inventory, product availability, competitive reaction, customer reaction, and consumer attitudes.


In addition, we could be the target of claims of false or deceptive advertising under U.S. federal and state laws as well as foreign laws, including consumer protection statutes of some states.  The marketing of food products has come under increased regulatory scrutiny in recent years, and the food industry has been subject to an increasing number of proceedings and claims relating to alleged false or deceptive labeling and marketing under federal, state and foreign laws or regulations. Changes in legal or regulatory requirements (such as new food safety requirements and revised nutrition facts labeling, including front of pack labeling, and serving size regulations), or evolving interpretations of existing legal or regulatory requirements, may result in increased compliance costs, capital expenditures and other financial obligations that could adversely affect our business or financial results. If we are found to be out of compliance with applicable laws and regulations in these areas, we could be subject to civil remedies, including fines, injunctions, termination of necessary licenses or permits, or recalls, as well as potential criminal sanctions, any of which could have a material adverse effect on our business.


Even if a product liability or labeling claim is unsuccessful or is not fully pursued, the negative publicity surrounding any assertion that our products caused illness or injury could adversely affect our reputation with existing and potential customers and our corporate and brand image.




Additionally, as a manufacturer and marketer of food products, we are subject to extensive regulation by the U.S. Food and Drug Administration and other federal, state, and local government agencies. The Food, Drug & Cosmetic Act and the Food Safety Modernization Act and their respective regulations govern, among other things, the manufacturing, composition and ingredients, packaging, and safety of food products. Some aspects of these laws use a strict liability standard for imposing sanctions on corporate behavior; meaning that no intent is required to be established. If we fail to comply with applicable laws and regulations, we may be subject to civil remedies, including fines, injunctions, recalls, or seizures, as well as criminal sanctions, any of which could have a material adverse effect on our business, financial condition, or results of operations.


Any damage to our reputation could have a material adverse effect on our business, financial condition, and results of operations.


Maintaining a good reputation is critical to selling our products. Product contamination or tampering, the failure to maintain high standards for product quality, safety, and integrity, including with respect to raw materials and ingredients obtained from suppliers, or allegations of product quality issues, mislabeling, or contamination, even if untrue, may reduce demand for our products or cause production and delivery disruptions. Our reputation could also be adversely impacted by any of the following, or by adverse publicity (whether or not valid) relating thereto: product recalls, the failure to maintain high ethical, social, and environmental standards for all of our operations and activities including our expectations for our supply chain regarding ethical sourcing; the failure to achieve any stated goals with respect to the nutritional profile of our products; our research and development efforts; or our environmental impact, including use of agricultural materials, packaging, energy use, and waste management.


Moreover, the growing use of social and digital media by consumers has greatly increased the speed and extent that information or misinformation and opinions can be shared. Negative posts or comments about us, our brands, or our products on social or digital media could seriously damage our brands and reputation.


Failure to comply with local laws and regulations, to maintain an effective system of internal controls or to provide accurate and timely financial information could also hurt our reputation. Damage to our reputation or loss of consumer confidence in our products for any of these or other reasons could result in decreased demand for our products and could have a material adverse effect on our business, financial condition, and results of operations, as well as require additional resources to rebuild our reputation.


Due to the seasonality of the business, our revenue and operating results may vary from quarter to quarter.


Our sales and cash flows are affected by seasonal cyclicality. Sales of frozen foods, including frozen vegetables and frozen complete bagged meals, tend to be marginally higher during the winter months. Seafood sales peak during Lent, in advance of the Easter holiday. Since many of the raw materials we process are agricultural crops, production of these products is predominantly seasonal, occurring during and immediately following the purchase of such crops. For these reasons, sequential quarterly comparisons are not a good indication of our performance or how we may perform in the future. If we are unable to obtain access to working capital or if seasonal fluctuations are greater than anticipated, there could be a material adverse effect on our financial condition, results of operations, or cash flows.


Customer Risks


We must identify changing consumer preferences and develop and offer food products to meet their preferences.


Consumer preferences evolve over time and the success of our food products depends on our ability to identify the priorities, tastes and dietary habits of consumers and to offer products that appeal to their preferences.  Consumer response to our products may be influenced by a growing number and complexity of factors influencing consumer purchasing decisions beyond taste, nutrition and value, including concerns of consumers regarding broader health and wellness perceptions, obesity, product attributes, sourcing of packaging materials, use of organic or natural ingredients, human rights impacts, environmental impacts, recyclability of packaging and local sourcing of ingredients. Introduction of new products and product extensions requires significant development and marketing investment.


If our products fail to meet changing consumer preferences or habits, or if we fail to introduce new and improved products on a timely basis, then the return on that investment will be less than anticipated and our strategy to grow sales and profits with investments in acquisitions, marketing, and innovation will be less successful. Similarly, demand for our products could be affected by consumer concerns or perceptions regarding the health effects of ingredients such as sodium, trans fats, sugar, processed wheat, or other product ingredients or attributes.


Additionally, as we have continued to implement pricing actions in response to increased costs of goods sold, the elasticity impact from our pricing actions has been favorable to date compared to historical trends. However, demand for our products could be affected if elasticities become unfavorable in response to our pricing actions in the future.


Changes in our relationships with significant customers, including our largest customer, could adversely affect us.


During fiscal 2023, our largest customer, Walmart, Inc. and its affiliates, accounted for approximately 28% of our consolidated net sales. There can be no assurance that Walmart, Inc. and other significant customers will continue to purchase our products in the same quantities or on the same terms as in the past, particularly as increasingly powerful retailers continue to demand lower pricing. The loss of a significant customer or a material reduction in sales to a significant customer could materially and adversely affect our product sales, financial condition, and results of operations.


Our customers are generally not contractually obligated to purchase from us and their decision to purchase from us is driven by multiple factors including consumer preferences and demand, price, product quality, customer service performance, availability, and other factors.  Strategic and financial goals of our customers can impact their purchasing decisions including store space allocation among product categories and shelf placement of our products.




The sophistication and buying power of our customers could have a negative impact on profits.


Our customers, such as supermarkets, warehouse clubs, and food distributors, have continued to consolidate, resulting in fewer customers on which we can rely for business. These consolidations, the growth of supercenters, and the growth of e-commerce customers have produced large, sophisticated customers with increased buying power and negotiating strength who are more capable of resisting price increases and who can demand lower pricing, increased promotional programs, or specialty tailored products. In addition, larger retailers have the scale to develop supply chains that permit them to operate with reduced inventories or to develop and market their own retailer brands. These customers may also in the future use more of their shelf space, currently used for our products, for their store brand products. We continue to implement initiatives to counteract these pressures. However, if the larger size of these customers results in additional negotiating strength and/or increased private label or store brand competition, our profitability could decline.


Consolidation also increases the risk that adverse changes in our customers' business operations or financial performance will have a corresponding material adverse effect on us. For example, if our customers cannot access sufficient funds or financing, then they may delay, decrease, or cancel purchases of our products, or delay or fail to pay us for previous purchases.


Third-Party Partner Risks


Disruption of our supply chain has had and could continue to have an adverse impact on our business, financial condition, and results of operations.


Our ability to make, move, and sell our products is critical to our success. In the last two fiscal years, we experienced disruption to our supply and elevated supply chain operating costs due, in part, to disruptions in the availability of labor and certain materials, and input cost inflation. Continued or future damage or disruption to our supply chain, including third-party manufacturing or transportation and distribution capabilities, due to weather, including any potential effects of climate change, natural disaster, fire or explosion, terrorism, pandemics (such as the COVID-19 pandemic), strikes, government action, geopolitical turmoil (including the ongoing conflict between Russia and Ukraine), or other reasons beyond our control or the control of our suppliers and business partners, could impair our ability to manufacture or sell our products. Failure to take adequate steps to mitigate the likelihood or potential impact of such events, or to effectively manage such events if they occur, particularly when a product is sourced from a single supplier or location, could adversely affect our business or financial results. In addition, disputes with significant suppliers, including disputes regarding pricing or performance, could adversely affect our ability to supply products to our customers and could materially and adversely affect our product sales, financial condition, and results of operations.


Although our products are manufactured in North America and we source the significant majority of our ingredients and raw materials from North America, global supply has at times been and may continue to be constrained, which has caused and may continue to cause the price of certain ingredients and raw materials used in our products to increase and/or we may experience disruptions to our operations. Additionally, although we have no operations in Russia and Ukraine, we have experienced shortages in materials and increased costs for transportation, energy, and raw materials due in part to the negative impact of the Russia-Ukraine military conflict on the global economy. To date, the conflict between Russia and Ukraine has not had a material impact on our business, financial condition, or results of operations, but continued geopolitical turmoil, including expansion of the Russia-Ukraine conflict into other countries, or conflicts in other parts of the world, may negatively impact our supply chain and our ability to manufacture or sell our products.


The termination or expiration of current co-manufacturing arrangements could reduce our sales volume and adversely affect our results of operations.


Our businesses periodically enter into co-manufacturing arrangements with manufacturers of products. The terms of these agreements vary. Although many agreements are for a relatively short period of time, some of the co-manufacturing agreements are for extended periods. Volumes produced under each of these agreements can fluctuate significantly based upon the product's life cycle, product promotions, alternative production capacity, and other factors, none of which are under our direct control. Our future ability to enter into co-manufacturing arrangements is not guaranteed, and a decrease in current co-manufacturing levels could have a significant negative impact on sales volume.


As we outsource certain functions, we become more dependent on the third parties performing those functions.


As part of a concerted effort to achieve cost savings and efficiencies, we have entered into agreements with third-party service providers under which we have outsourced certain information systems, sales, finance, accounting, and other functions, and we may enter into managed services agreements with respect to other functions in the future. If any of these third-party service providers do not perform according to the terms of the agreements, or if we fail to adequately monitor their performance, we may not be able to achieve the expected cost savings or we may have to incur additional costs to correct errors made by such service providers, and our reputation could be harmed. Depending on the function involved, such errors may also lead to business interruption, damage or disruption of information technology systems, processing inefficiencies, the loss of or damage to intellectual property or non-public company sensitive information, effects on financial reporting, litigation or remediation costs, or damage to our reputation, any of which could have a material adverse effect on our business.


In addition, if we transition functions to one or more new, or among existing, external service providers, we may experience challenges that could have a material adverse effect on our results of operations or financial condition.




Our operations are dependent on a wide array of third parties.


The success of our end-to-end supply chain relies on the continued performance of a wide array of third parties. Suppliers, co-manufacturers, third-party outsourcers, warehousing partners, and transportation providers are among our critical partners. Although we take steps to qualify and audit third parties with whom we do business, we cannot guarantee that all third parties will perform dependably or at all. It is possible that events beyond our control, such as operational failures, labor issues, cybersecurity events, pandemics or other health issues, such as COVID-19, or other issues could impact our unaffiliated third parties. If our third parties fail to deliver on their commitments, introduce unplanned risk to our operations, or are unable to fulfill their obligations, we could experience manufacturing challenges, shipment delays, increased costs, or lost revenue.


We may be negatively impacted by cybersecurity incidents involving third parties in our supply chain.


If any of our third party service providers or any other third parties in our supply chain experience a cyber breach or system failure, their businesses may be negatively impacted, which can disrupt our end-to-end supply chain or affect our ability to fulfill customer orders, both of which could have a material adverse effect on our business.  For example, in the fourth quarter of fiscal 2023, we incurred charges totaling $4.4 million ($3.3 million after-tax) related to supply chain disruptions caused by a third-party vendor’s system shutdown in connection with the third party experiencing a cybersecurity incident.  The vendor’s shut-down disrupted our operations and negatively impacted our ability to fulfill customer orders.


Legal, Regulatory, and Environmental Risks


If we fail to comply with the many laws applicable to our business, we may face lawsuits or incur significant fines and penalties. In addition, changes in such laws may lead to increased costs.


Our business is subject to a variety of governmental laws and regulations, including food and drug laws, environmental laws, laws related to advertising and marketing practices, accounting standards, taxation requirements, competition laws, employment laws, data privacy laws, human rights laws, and anti-corruption laws, among others, in and outside of the United States. Our operations are subject to various laws and regulations administered by federal, state, local and foreign government agencies, including, but not limited to, the United States Department of Agriculture, the Federal Food and Drug Administration, the Federal Trade Commission, the Occupational Safety and Health Administration, the Environmental Protection Agency, and the Department of Labor. In particular, the processing, packaging, transportation, storage, distribution, advertising, labeling, quality, and safety of food products, the health and safety of our employees, and the protection of the environment are each subject to governmental regulation. Additionally, we are subject to data privacy and security regulations, tax and securities regulations, accounting and reporting standards, and other financial laws and regulations. Our failure to comply with applicable laws and regulations could subject us to lawsuits, administrative penalties, and civil remedies, including fines, injunctions, and recalls of our products.


We may suffer losses if changes to regulations require us to change the ingredients we use or how we process, package, transport, store, distribute, advertise, or label our products or include changes that increase our risk of liability for deceptive advertising. Moreover, depending on the implementation of such regulatory changes, we could have increased risk for a product recall or have existing inventory become unsellable, which could materially and adversely impact our product sales, financial condition and operating results.


In addition, changes in applicable laws and regulations, including changes in taxation requirements and new or increased tariffs on products imported from certain countries, may lead to increased costs and could negatively affect our business, financial condition, and results of operations. Additionally, we continue to monitor The Inflation Reduction Act of 2022, H.R. 5376 and related regulatory developments to evaluate their potential impact on our business, tax rate, and financial results including whether we are subject to the corporate alternative minimum tax. Other changes in the tax laws can significantly impact our effective tax rate and our financial results.


Our operations are also subject to extensive and increasingly stringent regulations administered by the Environmental Protection Agency, which pertain to the discharge of materials into the environment and the handling and disposition of wastes. Failure to comply with these regulations can have serious consequences, including civil and administrative penalties and negative publicity. Changes in applicable laws or regulations or evolving interpretations thereof, including increased government regulations to limit carbon dioxide and other greenhouse gas emissions as a result of concern over climate change, may result in increased compliance costs, capital expenditures, and other financial obligations for us, which could affect our profitability or impede the production or distribution of our products, and affect our net operating revenues.


Climate change, or legal, regulatory, or market measures to address climate change, may negatively affect our business and operations.


There is growing concern that carbon dioxide and other greenhouse gases in the atmosphere may have an adverse impact on global temperatures, weather patterns, and the frequency and severity of extreme weather and natural disasters. In the event that such climate change has a negative effect on agricultural productivity, we may be subject to decreased availability or less favorable pricing for certain commodities that are necessary for our products, such as wheat, tomatoes, and a wide array of vegetables. Adverse weather conditions and natural disasters can reduce crop size and crop quality, which in turn could reduce our supplies of raw materials, lower recoveries of usable raw materials, increase the prices of our raw materials, increase our cost of transporting and storing raw materials, or disrupt our production schedules.




We may also be subjected to decreased availability or less favorable pricing for water as a result of such change, which could impact our manufacturing and distribution operations. In addition, natural disasters and extreme weather conditions may disrupt the productivity of our facilities or the operation of our supply chain. The increasing concern over climate change also may result in more regional, federal, and/or global legal and regulatory requirements to reduce or mitigate the effects of greenhouse gases including increased mandatory disclosure, carbon pricing or carbon taxes. In the event that such additional regulations are enacted and are more aggressive than the climate risk mitigation measures that we are currently undertaking to monitor our emissions and improve our energy efficiency, we may experience significant increases in our costs of operation and delivery. In particular, increasing regulation of fuel emissions could substantially increase the distribution and supply chain costs associated with our products. As a result, climate change could negatively affect our business and operations.


While we continue to take important steps to strive toward mitigation of climate risk and impact on climate change, transitioning our business to adapt to and comply with evolving policy, legal, and regulatory changes may impose substantial operational and compliance burdens. As a result, climate change could negatively affect our business and operations. Collecting, measuring and analyzing information relating to such matters can be costly, time-consuming, dependent on third-party cooperation and unreliable. Furthermore, methodologies for measuring, tracking and reporting on such matters continue to change over time, which requires our processes and controls for such data to evolve as well. Additionally, we may face increased pressure from customers, consumers, investors, activists and other stakeholders to modify our products or operations away from ingredients or activities that are considered to have a higher impact on climate change. Such changes to methodologies or lack of progress (whether actual or perceived) could adversely affect our business, operations, and reputation, and increase risk of litigation.


From time to time, we establish strategies and expectations related to climate change and other environmental matters. Our ability to achieve any such strategies or expectations is subject to numerous factors and conditions, many of which are outside of our control. Examples of such factors include, but are not limited to, evolving regulatory and other standards, processes, and assumptions, the pace of scientific and technological developments, increased costs and the availability of requisite financing, market trends that may alter business opportunities, the conduct of third-party manufacturers and suppliers, constraint or disruptions to our supply chain, and changes in carbon markets or carbon taxes. We may be required to expend significant resources to achieve these strategies and expectations, which could significantly increase our operational costs. There can be no assurance of the extent to which any of our strategies or expectations will be achieved, or that any future investments we make in furtherance of achieving these strategies or expectations will meet customer or investor expectations. Failures or delays (whether actual or perceived) in achieving our strategies or expectations related to climate change and other environmental matters could adversely affect our business, operations, and reputation, and increase risk of litigation.


Cybersecurity and Information Technology Risks


Our business operations could be disrupted if our information technology systems fail to perform adequately.


We rely on information technology networks and systems, including the Internet, to process, transmit, and store information, to manage and support a variety of business processes and activities, and to comply with regulatory, legal, and tax requirements. Our information technology systems, some of which are dependent on services provided by third parties, may be vulnerable to damage, interruption, or shutdown due to any number of causes outside of our control such as catastrophic events, natural disasters, fires, power outages, systems failures, telecommunications failures, employee error or malfeasance, security breaches, computer viruses or other malicious codes, ransomware, unauthorized access attempts, denial of service attacks, phishing, hacking, and other cyberattacks. Additionally, the increase in hybrid working where employees, including third-party employees, access technology infrastructure remotely may create additional information technology and data security risks. While we have experienced threats to our data and systems, to date, we are not aware that we have experienced a breach that had a material impact on our operations or business. Cyberattacks are occurring more frequently, are constantly evolving in nature and are becoming more sophisticated. Additionally, continued geopolitical turmoil, including the Russia-Ukraine military conflict, has heightened the risk of cyberattacks. While we attempt to continuously monitor and mitigate against cyber risks, including through leveraging multi-sourced threat intelligence, investing in new technologies, and developing third-party cybersecurity risk management capability in support of strategic suppliers, we may incur significant costs in protecting against or remediating cyberattacks or other cyber incidents.


Sophisticated cybersecurity threats pose a potential risk to the security and viability of our information technology systems, as well as the confidentiality, integrity, and availability of the data stored on those systems, including cloud-based platforms. In addition, new technology that could result in greater operational efficiency may further expose our computer systems to the risk of cyber-attacks. If we do not allocate and effectively manage the resources necessary to build and sustain the proper technology infrastructure and associated automated and manual control processes, we could be subject to billing and collection errors, business disruptions, or damage resulting from security breaches. If any of our significant information technology systems suffer severe damage, disruption, or shutdown, and our business continuity plans do not effectively resolve the issues in a timely manner, our product sales, financial condition, and results of operations may be materially and adversely affected, and we could experience delays in reporting our financial results. In addition, there is a risk of business interruption, violation of data privacy laws and regulations, litigation, and reputational damage from leakage of confidential information. Any interruption of our information technology systems could have operational, reputational, legal, and financial impacts that may have a material adverse effect on our business.


While we maintain a cyber insurance policy that provides coverage for security incidents, we cannot be certain that our coverage will be adequate for liabilities actually incurred, that insurance will continue to be available to us on financially reasonable terms, or at all, or that any insurer will not deny coverage as to any future claim. There is no assurance that the measures we have taken to protect our information systems will prevent or limit the impact of a future cyber incident.


Additionally, we regularly move data across national borders to conduct our operations and, consequently, are subject to a variety of laws and regulations in the United States and other jurisdictions regarding privacy, data protection, and data security, including those related to the collection, storage, handling, use, disclosure, transfer, and security of personal data, including the European Union General Data Protection Regulation and the California Privacy Rights Act. Our efforts to comply with privacy and data protection laws may impose significant costs and challenges that are likely to increase over time.




Employee Risks


We rely on our management team and other key personnel.


We depend on the skills, working relationships, and continued services of key personnel, including our experienced management team. In addition, our ability to achieve our operating goals depends on our ability to identify, attract, hire, train, retain, and develop qualified individuals in the locations we need. If key employees terminate their employment, our business activities may be adversely affected by shortages of personnel with the skills, knowledge and talent that we need to effectively run and grow our business. Our business activities may also be adversely affected if we are unable to locate suitable replacements for any key employees who leave or to offer employment to potential replacements on reasonable terms.


We offer robust training and development programs to help our employees develop the skills they need.  Increased employee turnover results in significant time and expense relating to identifying, recruiting, hiring, relocating and integrating qualified individuals. High employee turnover of key personnel may deplete our institutional knowledge base and erode our competitiveness.


We compete with other companies both within and outside of our industry for talented personnel. We continue to experience increased competition for talent and at times, in recent years, have experienced periods of increased employee turnover.  If we do not successfully compete for the best talent, our business activities may be adversely affected.


A number of factors may adversely affect the labor force available to us at our multiple locations or increase labor costs, including high employment levels, population migration, federal unemployment subsidies, immigration laws, and other government regulations, unemployment programs, and volatility in general macroeconomic factors impacting the labor market. Although we have not experienced any material labor shortage to date, over the past few years, we have experienced a tighter and increasingly competitive labor market. A sustained labor shortage or increased turnover rates within our employee base (or within the employee base of key suppliers or third-party manufacturers), could negatively affect our supply chain or our ability to efficiently operate our manufacturing and distribution facilities and overall business.


Our results could be adversely impacted as a result of increased pension, labor, and people-related expenses.


Our labor costs include wages and the cost of providing employee benefits including pension, health and welfare, and severance benefits. The annual cost of providing these benefits varies as a result of factors such as the availability of skilled labor, the costs of health care, and the outcome of collectively bargained wage and benefit agreements. In addition, changes in interest rates, mortality rates, health care costs, early retirement rates, investment returns, and the market value of plan assets can affect the funded status of our defined benefit plans and cause volatility in the future funding requirements of the plans. A significant increase in our wage and benefit costs, pension obligations, or future funding requirements could have a negative impact on our results of operations and cash flows from operations.


Goodwill or Other Intangible Assets Risks


Impairment in the carrying value of goodwill or other intangibles could result in the incurrence of impairment charges and negatively impact our net worth.


As of May 28, 2023, we had goodwill of $11.18 billion and other intangibles of $3.21 billion. The net carrying value of goodwill represents the fair value of acquired businesses in excess of identifiable assets and liabilities as of the acquisition date (or subsequent impairment date, if applicable). The net carrying value of other intangibles represents the fair value of trademarks, customer relationships, and other acquired intangibles as of the acquisition date (or subsequent impairment date, if applicable), net of accumulated amortization. Goodwill and other acquired intangibles expected to contribute indefinitely to our cash flows are not amortized, but must be evaluated by management at least annually for impairment. Amortized intangible assets are evaluated for impairment whenever events or changes in circumstance indicate that the carrying amounts of these assets may not be recoverable. Impairments to goodwill and other intangible assets may be caused by factors outside our control, such as the inability to quickly replace lost co-manufacturing business, increasing competitive pricing pressures, lower than expected revenue and profit growth rates, changes in industry earnings before interest, taxes, depreciation and amortization ("EBITDA") multiples, changes in discount rates based on changes in cost of capital (interest rates, etc.), or the bankruptcy of a significant customer. Any impairment to goodwill or other intangible assets could negatively impact our net worth.




Strategic Transactions Risks


If we are unable to successfully identify, complete or realize the benefits from strategic acquisitions, divestitures, joint ventures or investment, our financial results could be materially and adversely affected.


From time to time, we evaluate acquisition candidates that may strategically fit our business objectives. If we are unable to complete acquisitions or successfully integrate and develop acquired businesses, our financial results could be materially and adversely affected.


Similarly, we may consider divesting businesses that do not meet our strategic objectives or do not meet our growth or profitability targets. We may not be able to complete desired divestitures on terms favorable to us. If we do complete such desired divestitures, gains or losses on the sales of, or lost operating income from, those businesses may affect our profitability and margins.


Moreover, in connection with contemplated or completed acquisitions or divestitures, we may incur related asset impairment charges that reduce our profitability.  For example, in connection with our acquisition of Pinnacle Foods Inc. ("Pinnacle"), we incurred material charges over a multi-year period for exit and disposal activities under accounting principles generally accepted in the U.S., recognizing charges of $2.4 million, $19.6 million, and $31.7 million in fiscal 2023, 2022, and 2021, respectively.


Our acquisition, joint venture and investment activities may present financial, managerial, and operational risks.


Our acquisition, joint venture and investment activities may present certain risks, including diversion of management attention from existing businesses, difficulties integrating personnel and financial and other systems, effective and immediate implementation of control environment processes across our employee population, adverse effects on existing business relationships with suppliers and customers, inaccurate estimates of fair value made in the accounting for acquisitions and amortization of acquired intangible assets which would reduce future reported earnings, potential loss of customers or key employees, and indemnities and potential disputes with sellers, joint venture partners and investment targets. Any of these factors could affect our sales, financial condition, results of operations and cash flows.


Similarly, our divestiture activities may present financial, managerial, and operational risks such as diversion of management attention from existing businesses.  Additionally, divestitures may present difficulties separating personnel and financial and other systems, possible need for providing transition services to buyers, adverse effects on existing business relationships with suppliers and customers and indemnities and potential disputes with the buyers and others. Any of these factors could adversely affect our product sales, financial condition, and results of operations.  For example, in connection with the spinoff of Lamb Weston Holdings, Inc. ("Lamb Weston"), we entered into various transition and risk allocation agreements that may give rise to disputes or be challenged by third parties seeking to hold us responsible for liabilities relating to Lamb Weston.


Intellectual Property Risks


Our intellectual property rights are valuable, and any inability to protect them could have an adverse impact on our business, financial condition, and results of operations.


Our intellectual property rights, including our trademarks, licensing agreements, trade secrets, patents, and copyrights, are a significant and valuable aspect of our business. We attempt to protect our intellectual property rights by pursuing remedies available to us under trademark, copyright, trade secret, and patent laws, as well as entering into licensing, third-party nondisclosure and assignment agreements and policing of third-party misuses of our intellectual property. If we fail to adequately protect the intellectual property rights we have now or may acquire in the future, or if there occurs any change in law or otherwise that serves to reduce or remove the current legal protections of our intellectual property, then our financial results could be materially and adversely affected.


Certain of our intellectual property rights, including the P.F. Chang's®, Bertolli®, and Libby's® trademarks, are owned by third parties and licensed to us, and others, such as Alexia®, are owned by us and licensed to third parties. While many of these licensing arrangements are perpetual in nature, others must be periodically renegotiated or renewed pursuant to their terms. If in the future we are unable to renew such a licensing arrangement pursuant to its terms and conditions, or if we fail to renegotiate such a licensing arrangement, then our financial results could be materially and adversely affected.


There is also a risk that other parties may have intellectual property rights covering some of our brands, products, or technology. If any third parties bring a claim of intellectual property infringement against us, we may be subject to costly and time-consuming litigation, diverting the attention of management and our employees. If we are unsuccessful in defending against such claims, we may be subject to, among other things, significant damages, injunctions against development and sale of certain products, or we may be required to enter into costly licensing agreements, any of which could have an adverse impact on our business, financial condition, and results of operations.











Our headquarters are located in Chicago, Illinois. Other general offices, shared service centers, and product development facilities are located in Nebraska and the District of Columbia. We also lease a limited number of domestic sales offices. International general offices are located in Canada, Mexico, Panama, and the Philippines.


We maintain a number of stand-alone distribution facilities. In addition, there are warehouses at most of our manufacturing facilities.


Utilization of manufacturing capacity varies by manufacturing plant based upon the type of products assigned and the level of demand for those products. Management believes that our manufacturing and processing plants are well maintained and are generally adequate to support the current operations of the business.


As of July 13, 2023, we had 38 domestic manufacturing facilities located in Arkansas, California, Colorado, Illinois, Indiana, Iowa, Kentucky, Maryland, Michigan, Minnesota, Missouri, Nebraska, Nevada, Ohio, Pennsylvania, Tennessee, Washington, and Wisconsin. We also have international manufacturing facilities in Canada and Mexico, and interests in the ownership of international manufacturing facilities in India, Bangladesh, Sri Lanka, and Mexico.


We own most of our manufacturing facilities. However, a limited number of plants and parcels of land with the related manufacturing equipment are leased. Substantially all of our transportation equipment and forward-positioned distribution centers containing finished goods are leased or operated by third parties.


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. Therefore, it is impracticable to disclose them by segment.







For information on legal proceedings, please refer to Note 15 "Contingencies," to the Consolidated Financial Statements contained in this report.




Not applicable.









Our common stock is listed on the New York Stock Exchange, where it trades under the ticker symbol: CAG. At June 25, 2023, there were approximately 12,949 stockholders of record.


Purchases of Equity Securities by the Issuer and Affiliated Purchasers


No shares of common stock were purchased during the fourth quarter of fiscal 2023.









The following discussion and analysis is intended to provide a summary of significant factors relevant to our financial performance and condition. The discussion and analysis should be read together with our consolidated financial statements and related notes in Item 8, Financial Statements and Supplementary Data. Results for the fiscal year ended May 28, 2023 are not necessarily indicative of results that may be attained in the future.




The information contained in this report includes forward-looking statements within the meaning of the federal securities laws. Examples of forward-looking statements include statements regarding our expected future financial performance or position, results of operations, business strategy, plans and objectives of management for future operations, and other statements that are not historical facts. You can identify forward-looking statements by their use of forward-looking words, such as "may", "will", "anticipate", "expect", "believe", "estimate", "intend", "plan", "should", "seek", or comparable terms.


Readers of this report should understand that these forward-looking statements are not guarantees of performance or results. Forward-looking statements provide our current expectations and beliefs concerning future events and are subject to risks, uncertainties, and factors relating to our business and operations, all of which are difficult to predict and could cause our actual results to differ materially from the expectations expressed in or implied by such forward-looking statements. These risks, uncertainties, and factors include, among other things: risks associated with general economic and industry conditions, including inflation, rising interest rates, decreased availability of capital, volatility in financial markets, declining consumer spending rates, recessions, decreased energy availability, increased energy costs (including fuel surcharges), supply chain challenges, labor shortages, and geopolitical conflicts (including the ongoing conflict between Russia and Ukraine); negative impacts caused by public health crises; risks related to our ability to deleverage on currently anticipated timelines, and to continue to access capital on acceptable terms or at all; risks related to the Company's competitive environment, cost structure, and related market conditions; risks related to our ability to execute operating and value creation plans and achieve returns on our investments and targeted operating efficiencies from cost-saving initiatives, and to benefit from trade optimization programs; risks related to the availability and prices of commodities and other supply chain resources, including raw materials, packaging, energy, and transportation, including any negative effects caused by changes in levels of inflation and interest rates, weather conditions, health pandemics or outbreaks of disease, actual or threatened hostilities or war, or other geopolitical uncertainty; risks related to the effectiveness of our hedging activities and ability to respond to volatility in commodities;   disruptions or inefficiencies in our supply chain and/or operations; risks related to the ultimate impact of, including reputational harm caused by, any product recalls and product liability or labeling litigation, including litigation related to lead-based paint and pigment and cooking spray;  risks related to our ability to respond to changing consumer preferences and the success of our innovation and marketing investments; risks associated with actions by our customers, including changes in distribution and purchasing terms; risks related to the seasonality of our business; risks associated with our co-manufacturing arrangements and other third-party service provider dependencies; risks associated with actions of governments and regulatory bodies that affect our businesses, including the ultimate impact of new or revised regulations or interpretations including to address climate change or implement changes to taxes and tariffs; risks related to the Company's ability to execute on its strategies or achieve expectations related to environmental, social, and governance matters, including as a result of evolving legal, regulatory, and other standards, processes, and assumptions, the pace of scientific and technological developments, increased costs, the availability of requisite financing, and changes in carbon pricing or carbon taxes; risks related to a material failure in or breach of our or our vendors' information technology systems and other cybersecurity incidents; risks related to our ability to identify, attract, hire, train, retain and develop qualified personnel; risk of increased pension, labor or people-related expenses; risks and uncertainties associated with intangible assets, including any future goodwill or intangible assets impairment charges; risk relating to our ability to protect our intellectual property rights; risks relating to acquisition, divestiture, joint venture or investment activities; the amount and timing of future dividends, which remain subject to Board approval and depend on market and other conditions; and other risks described in our reports filed from time to time with the Securities and Exchange Commission (the "SEC"). We caution readers not to place undue reliance on any forward-looking statements included in this report, which speak only as of the date of this report. We undertake no responsibility to update these statements, except as required by law.


The discussion that follows should be read together with the consolidated financial statements and related notes contained in this report. Results for fiscal 2023 are not necessarily indicative of results that may be attained in the future.






Conagra Brands, headquartered in Chicago, is one of North America's leading branded food companies. Guided by an entrepreneurial spirit, the Company combines a rich heritage of making great food with a sharpened focus on innovation. The Company's portfolio is evolving to satisfy people's changing food preferences. Its iconic brands such as Birds Eye®, Marie Callender's®, Duncan Hines®Healthy Choice®, Slim Jim®, and Reddi-wip®, as well as emerging brands, including Angie's® BOOMCHICKAPOP®, Duke's®, Earth Balance®, Gardein®, and Frontera®, offer choices for every occasion.


Fiscal 2023 Results


Fiscal 2023 performance compared to fiscal 2022 reflected an increase in net sales, with organic (excludes the impacts of foreign exchange) increases in all of our operating segments. Overall gross profit increased primarily as a result of higher net sales, productivity, and lower transportation costs, which were partially offset by input cost inflation, unfavorable operating leverage, and elevated supply chain operating costs. Excluding items impacting comparability, overall segment operating profit increased in all of our operating segments. Corporate expenses were higher primarily due to items impacting comparability, as discussed below, in addition to higher share-based payment expense. Selling, general and administrative ("SG&A") expenses were also higher due to items impacting comparability, in addition to higher advertising and promotional expenses. We recognized higher equity method investment earnings, higher interest expense, and lower income tax expense, in each case compared to fiscal 2022. Excluding items impacting comparability, our effective tax rate was slightly higher compared to fiscal 2022.


Diluted earnings per share were $1.42 and $1.84 in fiscal 2023 and 2022, respectively. Diluted earnings per share were affected by lower net income as well as several significant items affecting the comparability of year-over-year results (see "Items Impacting Comparability" below).


Trends Impacting our Business


During fiscal 2022 and continuing into fiscal 2023, our industry has been impacted by supply chain disruptions, commodity cost fluctuations, labor market issues, input cost inflation, and other global macroeconomic challenges. While we continued to experience significant input cost inflation throughout fiscal 2023, our pricing actions and supply chain productivity assisted in a 198-basis point recovery to gross margin. While we are seeing some moderation in input cost inflation, we do expect inflationary pressures to persist into fiscal 2024. However, we anticipate continued supply chain productivity and previously implemented pricing actions to mitigate some of the inflationary pressures. We will continue to evaluate the evolving macroeconomic environment to take action to mitigate the impact on our business, consolidated results of operations, and financial condition.    


Items Impacting Comparability


Items of note impacting comparability of results for fiscal 2023 included the following:



charges totaling $730.9 million ($592.2 million after-tax and net of noncontrolling interest) related to the impairments of goodwill and certain brand intangible assets,



an income tax benefit of $28.1 million associated with concluding that certain tax elections made by a subsidiary had a confidence level of more-likely-than-not, which allowed us to release a valuation allowance,



charges totaling $26.7 million ($20.1 million after-tax) related to the impairment of businesses held for sale,



charges of $13.4 million ($10.1 million after-tax) associated with fires occurring at one of our manufacturing facilities,



charges totaling $13.1 million ($9.9 million after-tax) in connection with our restructuring plans,



charges of $8.4 million ($6.7 million after-tax) related to transaction costs associated with a planned divestiture that was not ultimately consummated,





charges totaling $4.4 million ($3.3 million after-tax) related to a third-party vendor’s cybersecurity incident, and



charges totaling $3.8 million ($2.8 million after-tax) related to a legacy legal matter.


Items of note impacting comparability of results for fiscal 2022 included the following:



charges totaling $209.0 million ($159.0 million after-tax and net of noncontrolling interest) related to the impairment of certain brand intangible assets,



charges totaling $70.1 million ($60.4 million after-tax) related to the impairment of businesses previously held for sale,



charges totaling $49.0 million ($36.9 million after-tax) in connection with our restructuring plans,



tax expense of $25.0 million related to certain tax elections made in connection with filing our fiscal 2021 tax return, for which any associated tax benefits are still under review with the U.S. Internal Revenue Service ("IRS"),



an income tax benefit of $16.1 million related to the settlement of certain tax matters that were previously reserved and a release of valuation allowance on certain foreign tax credit carryforwards,



a gain of $19.6 million ($14.8 million after-tax) related to two favorable legal settlements,



charges of $11.3 million ($8.5 million after-tax) associated with fires occurring at two of our manufacturing facilities,



a gain of $6.5 million ($5.0 million after-tax) related to a settlement of a legacy environmental matter, and



a gain of $3.3 million ($2.8 million after-tax) related to proceeds received from the sale of a legacy investment.


Segment presentation of gains and losses from derivatives used for economic hedging of anticipated commodity input costs and economic hedging of foreign currency exchange rate risks of anticipated transactions are discussed in the segment review below.






We reflect our results of operations in four reporting segments: Grocery & Snacks, Refrigerated & Frozen, International, and Foodservice.


Grocery & Snacks


The Grocery & Snacks reporting segment principally includes branded, shelf-stable food products sold in various retail channels in the United States.




Refrigerated & Frozen


The Refrigerated & Frozen reporting segment principally 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 that are packaged for sale to restaurants and other foodservice establishments primarily in the United States.


Presentation of Derivative Gains (Losses) from 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 generally 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. See Note 19, "Business Segments and Related Information", to the Consolidated Financial Statements contained in this report for further discussion.


Presentation of Information


Below is a detailed discussion and comparison of our results of operations for the fiscal years ended May 28, 2023 and May 29, 2022. For a discussion of changes from the fiscal year ended May 30, 2021 to the fiscal year ended May 29, 2022, refer to Part II, Item 7, Managements Discussion and Analysis of Financial Condition and Results of Operations, of our Annual Report on Form 10-K for the fiscal year ended May 29, 2022 (filed July 21, 2022).


Fiscal 2023 compared to Fiscal 2022


Net Sales


($ in millions)


Fiscal 2023


Fiscal 2022


% Inc


Reporting Segment


Net Sales


Net Sales




Grocery & Snacks

  $ 4,981.9     $ 4,697.4       6 %

Refrigerated & Frozen

    5,156.2       4,859.3       6 %


    1,002.5       970.8       3 %


    1,136.4       1,008.4       13 %


  $ 12,277.0     $ 11,535.9       6 %


Net sales for fiscal 2023 in our Grocery & Snacks segment included an increase in price/mix of 15% compared to fiscal 2022 due to favorability in inflation-driven pricing. Volumes decreased by 9% compared to fiscal 2022. This result was primarily due to the elasticity impact from inflation-driven pricing actions and shortages from supply chain disruptions. In fiscal 2023, we had a product recall primarily related to our Armour Star® brand, which resulted in a $7.8 million reduction to net sales for customer returns and fees in addition to estimated lost sales of approximately $40 million.




Net sales for fiscal 2023 in our Refrigerated & Frozen segment included an increase in price/mix of 13% compared to fiscal 2022 due to favorability in inflation-driven pricing. Volumes decreased by 7% compared to fiscal 2022 primarily due to the elasticity impact from inflation-driven pricing actions and shortages from supply chain disruptions. 


Net sales for fiscal 2023 in our International segment reflected a 13% increase in price/mix, an 8% decrease in volumes, and a 2% decrease due to unfavorable foreign exchange rates, in each case compared to fiscal 2022. The increase in price/mix was primarily due to favorability in inflation-driven pricing. The decrease in volumes was driven by the elasticity impact from inflation-driven pricing actions.


Net sales for fiscal 2023 in our Foodservice segment included an increase in price/mix of 16% compared to fiscal 2022, reflecting inflation-driven pricing. Volumes decreased by 3% compared to fiscal 2022. The decrease in volumes was driven by the elasticity impact from inflation-driven pricing actions.  


SG&A Expenses (Includes general corporate expenses)


SG&A expenses totaled $2.19 billion for fiscal 2023, an increase of $696.7 million compared to fiscal 2022. SG&A expenses for fiscal 2023 reflected the following:


Items impacting comparability of earnings




charges totaling $730.9 million related to the impairments of goodwill and certain brand intangible assets,



charges totaling $26.7 million related to the impairment of businesses previously held for sale,



net charges of $11.7 million in connection with our restructuring plans,



charges of $8.4 million related to transaction costs associated with a planned divestiture that was not ultimately consummated,



charges of $3.8 million related to a legacy legal matter, and



a net gain of $2.6 million associated with fires occurring at one of our manufacturing facilities.


Other changes in expenses compared to fiscal 2022



an increase in share-based payment expense of $53.3 million primarily due to an increase to the estimated level of achievement of certain performance targets, more significant award vesting in the current period, and volatility between periods in our share price,



an increase in advertising and promotion expense of $45.5 million driven by an increased investment in modern marketing, including social and digital platforms, and lapping strategic reductions in fiscal 2022,



an increase in consulting and professional fees of $35.2 million, in part due to information technology implementation services,





an increase in salary, wage, and fringe benefit expense of $18.8 million,



an increase in short-term incentive expense of $9.8 million, 



an increase in travel and entertainment expense of $9.4 million,



an increase in fixed asset impairments of $6.8 million, 



an increase in information technology-related expenses of $6.0 million,



an increase in charitable donations of $5.8 million,



a decrease in depreciation expense of $5.1 million, 



an increase in deferred compensation expense of $4.0 million due to market fluctuations between periods, and



a charge of $3.9 million related to the reduction in fair value of a convertible note receivable.


SG&A expenses for fiscal 2022 included the following items impacting the comparability of earnings:



charges totaling $209.0 million related to the impairment of certain brand intangible assets,



charges totaling $70.1 million related to the impairment of businesses previously held for sale,



net charges of $27.2 million in connection with our restructuring plans,



a gain of $19.6 million related to two favorable legal settlements,



a gain of $6.5 million related to a settlement of a legacy environmental matter,



a gain of $3.3 million related to the sale of a legacy investment,



charges of $2.8 million associated with consulting fees for certain tax matters,



charges of $2.4 million associated with costs incurred for planned divestitures, and



charges of $2.2 million associated with fires occurring at two of our manufacturing facilities.


Segment Operating Profit (Earnings before general corporate expenses, pension and postretirement non-service income, interest expense, net, income taxes, and equity method investment earnings)


($ in millions)


Fiscal 2023


Fiscal 2022


% Inc


Reporting Segment


Operating Profit


Operating Profit




Grocery & Snacks

  $ 1,002.8     $ 859.5       17 %

Refrigerated & Frozen

    255.0       561.1       (55 )%


    121.4       106.7       14 %


    85.0       60.3       41 %




Operating profit in our Grocery & Snacks segment for fiscal 2023 reflected an increase in gross profits of $154.2 million compared to fiscal 2022. The higher gross profit was driven by the net sales growth discussed above, productivity, and lower transportation costs, partially offset by the impacts of input cost inflation, unfavorable fixed cost leverage, higher inventory reserves, and continued elevated supply chain operating costs. The increase in gross profits was partially offset by higher SG&A expenses, including an increase of $17.3 in advertising and promotion expenses. Operating profit of the Grocery & Snacks segment included certain brand intangible impairment charges of $78.9 million and $90.7 million in fiscal 2023 and 2022, respectively. Fiscal 2023 and 2022 included charges of $0.6 million and $9.4 million, respectively, related to our restructuring plans. Fiscal 2023 included expenses of $3.5 million related to a municipal water break that impacted one of our production facilities. Fiscal 2022 included charges of $26.3 million related to the impairment of businesses previously held for sale. Operating profit for fiscal 2023 in our Grocery & Snacks segment was impacted by $7.8 million in charges related to our product recall, discussed above, in addition to estimated lost profits of approximately $14 million.


Operating profit in our Refrigerated & Frozen segment for fiscal 2023 reflected an increase in gross profits of $257.8 million compared to fiscal 2022. The increase was driven by the net sales growth discussed above, productivity, and lower transportation costs, partially offset by the impacts of input cost inflation, unfavorable fixed cost leverage, and continued elevated supply chain operating costs. The increase in gross profits was partially offset by higher SG&A expenses, including an increase of $26.8 million in advertising and promotion expenses. Operating profit of the Refrigerated & Frozen segment was impacted by charges of $252.6 million and $103.9 million related to the impairment of certain brand intangible assets as part of our annual impairment testing during fiscal 2023 and 2022, respectively. Fiscal 2023 also included charges of $385.7 million related to the goodwill and Birds Eye® brand impairments in connection with certain reporting unit changes within our Refrigerated & Frozen segment. Fiscal 2023 and 2022 included $5.1 million and $14.5 million, respectively, of charges related to our restructuring plans and $15.3 million and $2.8 million, respectively, in charges associated with fires occurring at certain of our manufacturing facilities. Operating profit in fiscal 2023 was also impacted by $4.2 million of incremental transportation costs and inventory write-offs as a result of supply chain disruptions caused by a third-party vendor’s system shutdown in connection with the third party experiencing a cybersecurity incident. Operating profit in fiscal 2022 included $28.9 million of charges related to the impairment of businesses previously held for sale.


Operating profit in our International segment for fiscal 2023 reflected an increase in gross profits of $21.4 compared to fiscal 2022, reflecting the net sales growth discussed above and productivity, partially offset by the impacts of input cost inflation, unfavorable fixed cost leverage, and elevated supply chain operating costs. Operating profit of the International segment was impacted by charges of $13.7 million and $14.4 million related to the impairment of certain brand intangible assets during fiscal 2023 and 2022, respectively.


Operating profit in our Foodservice segment for fiscal 2023 reflected an increase in gross profits of $34.1 million compared to fiscal 2022. The increase in gross profit was driven by the net sales growth discussed above and productivity, partially offset by the impacts of input cost inflation, unfavorable fixed cost leverage, and elevated supply chain operating costs. Operating profit in fiscal 2023 and 2022 included expense of $20.5 million and $14.9 million, respectively, related to the impairment of businesses previously held for sale. In addition, fiscal 2023 and 2022 were impacted by a net benefit of $1.9 million and charges of $7.6 million, respectively, associated with fires occurring at certain of our manufacturing facilities and related insurance recoveries.


Pension and Postretirement Non-service Income


In fiscal 2023, pension and postretirement non-service income was $24.2 million, a decrease of $43.1 million compared to fiscal 2022. Fiscal 2023 reflected higher interest costs.


Interest Expense, Net


In fiscal 2023, net interest expense was $409.6 million, an increase of $29.7 million, or 7.8%, from fiscal 2022. The increase was driven by a higher weighted average interest rate on outstanding debt. See Note 3, "Long-Term Debt", to the Consolidated Financial Statements contained in this report for further discussion.


Income Taxes


Our income tax expense was $218.7 million and $290.5 million in fiscal 2023 and 2022, respectively. The effective tax rate (calculated as the ratio of income tax expense to pre-tax income, inclusive of equity method investment earnings) was approximately 24% and 25% for fiscal 2023 and 2022, respectively. See Note 13, "Pre-Tax Income and Income Taxes", to the Consolidated Financial Statements contained in this report for a discussion on the change in effective tax rates.




We expect our effective tax rate in fiscal 2024, exclusive of any unusual transactions or tax events, to be approximately 24%.


Equity Method Investment Earnings


We include our share of the earnings of certain affiliates based on our economic ownership interest in the affiliates. Our most significant affiliate is the Ardent Mills joint venture. Our share of earnings from our equity method investment earnings were $212.0 million and $145.3 million for fiscal 2023 and 2022, respectively. Ardent Mills earnings for fiscal 2023 reflected favorable market conditions, including the joint venture’s continued effective management through the recent volatility in the wheat markets.


Earnings Per Share


Diluted earnings per share in fiscal 2023 and 2022 were $1.42 and $1.84, respectively. The decrease in diluted earnings per share reflected lower net income. See "Items Impacting Comparability" above as several significant items affected the comparability of year-over-year results of operations.





Sources of Liquidity and Capital


The primary objective of our financing strategy is to maintain a prudent capital structure that provides us flexibility to pursue our growth objectives. We use a combination of equity and short- and long-term debt. We use short-term debt principally to finance ongoing operations, including our seasonal requirements for working capital (accounts receivable, prepaid expenses and other current assets, and inventories, less accounts payable, accrued payroll, and other accrued liabilities). We strive to maintain solid investment grade credit ratings.


Management believes that existing cash balances, cash flows from operations, existing credit facilities, our commercial paper program, and access to capital markets will provide sufficient liquidity to meet our debt obligations, including any repayment of debt or refinancing of debt, working capital needs, planned capital expenditures, other contractual obligations, and payment of anticipated quarterly dividends for at least the next twelve months and the foreseeable future thereafter.


Borrowing Facilities and Long-Term Debt


At May 28, 2023, 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 $2.0 billion (subject to increase to a maximum aggregate principal amount of $2.5 billion with the consent of the lenders). The Revolving Credit Facility matures on August 26, 2027 and is unsecured. The Company may request the term of the Revolving Credit Facility be extended for additional one-year or two-year periods from the then-applicable maturity date on an annual basis. We have historically used a credit facility principally as a back-up for our commercial paper program. As of May 28, 2023, there were no outstanding borrowings under the Revolving Credit Facility.


We had $576.0 million outstanding under our commercial paper program as of May 28, 2023, and $180.0 million outstanding as of May 29, 2022. The highest level of borrowings during fiscal 2023 was $718.0 million.  


We repaid the remaining outstanding $437.0 million aggregate principal amount of our 3.20% senior notes on their maturity date of January 25, 2023. The repayment was primarily funded by the issuance of commercial paper. We have $500.0 million aggregate principal amount of 0.500% senior notes maturing on August 11, 2023 that we expect to repay with long-term debt and/or cash on hand.


During the first quarter of fiscal 2023, we entered into an unsecured Term Loan Agreement (the "Term Loan Agreement") with a syndicate of financial institutions. 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. During the second 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 full outstanding $250.0 million aggregate principal amount of our 3.25% senior notes on their maturity date of September 15, 2022 as well as to repay outstanding borrowings under our commercial paper program. 




Additional information about our long-term debt balances as of May 28, 2023 can be found in Note 3, "Long-Term Debt", to the Consolidated Financial Statements contained in this report. The weighted-average coupon interest rate of the long-term debt obligations outstanding as of May 28, 2023, was approximately 4.6%.


We expect to maintain or have access to sufficient liquidity to retire or refinance long-term debt at maturity or otherwise, from operating cash flows, our commercial paper program, access to the capital markets, and our Revolving Credit Facility. We continuously evaluate opportunities to refinance our debt; however, any refinancing is subject to market conditions and other factors, including financing options that may be available to us from time to time, and there can be no assurance that we will be able to successfully refinance any debt on commercially acceptable terms at all.


As of the end of fiscal 2023, our senior long-term debt ratings were all investment grade. A significant downgrade in our credit ratings would not affect our ability to borrow amounts under the Revolving Credit Facility, although borrowing costs would increase. A downgrade of our short-term credit ratings would impact our ability to borrow under our commercial paper program by negatively impacting borrowing costs and causing shorter durations, as well as making access to commercial paper more difficult, or impossible.


Our most restrictive debt agreement (the Revolving Credit Facility) generally requires our ratio of EBITDA to interest expense not be less than 3.0 to 1.0 and our ratio of funded debt to EBITDA not to exceed 4.5 to 1.0. Each ratio is to be calculated on a rolling four-quarter basis. As of May 28, 2023, we were in compliance with all financial covenants.


Equity and Dividends


We repurchase shares of our common stock from time to time after considering market conditions and in accordance with repurchase limits authorized by our Board. Under our current share repurchase authorization, we may repurchase our shares periodically over several years, depending on market conditions and other factors, and may do so in open market purchases or privately negotiated transactions. The share repurchase authorization has no expiration date. During fiscal 2023, we repurchased 4.2 million shares of our common stock under this authorization for an aggregate of $150.0 million. The Company’s total remaining share repurchase authorization as of May 28, 2023, was $916.6 million.


On April 12, 2023, we announced that our Board had authorized a quarterly dividend payment of $0.33 per share, which was paid on June 1, 2023, to stockholders of record as of the close of business on April 28, 2023. Subsequent to our fiscal year end, on July 12, 2023, our Board declared a quarterly dividend of $0.35 per share to be paid on August 31, 2023 to stockholders of record as of the close of business on July 31, 2023, which represents a 6% increase to our annualized dividend rate.


Contractual Obligations


As part of our ongoing operations, we enter into contractual arrangements that obligate us to make future cash payments. These obligations impact our liquidity and capital resource needs. In addition to principal and interest payments on our outstanding long-term debt and notes payable balances, discussed above, our contractual obligations primarily consist of lease payments, income taxes, pension and postretirement benefits, and unconditional purchase obligations.


A summary of our operating and finance lease obligations as of May 28, 2023 can be found in Note 14, "Leases", to the Consolidated Financial Statements contained in this report.


The liability for gross unrecognized tax benefits related to uncertain tax positions was $23.7 million as of May 28, 2023. See Note 13, "Pre-Tax Income and Income Taxes", to the Consolidated Financial Statements contained in this report for information related to income taxes.


As of May 28, 2023, we had an aggregate funded pension asset of $148.3 million and an aggregate unfunded postretirement benefit obligation totaling $49.7 million. We expect to make payments totaling approximately $12.1 million and $7.2 million in fiscal 2024 to fund our pension and postretirement plans, respectively. See Note 17, "Pension and Postretirement Benefits", to the Consolidated Financial Statements and "Critical Accounting Estimates Employee-Related Benefits" contained in this report for further discussion of our pension obligation and factors that could affect estimates of these obligations.




As of May 28, 2023, our unconditional purchase obligations (i.e., obligations to transfer funds in the future for fixed or minimum quantities of goods or services at fixed or minimum prices, such as "take-or-pay" contracts) totaled approximately $2.58 billion. Approximately $1.72 billion of this balance is due in fiscal 2024. Included in this amount are open purchase orders and other supply agreements totaling approximately $1.45 billion, which are generally settleable in the ordinary course of business in less than one year. Warehousing service agreements totaling approximately $629 million make up a majority of our remaining unconditional purchase obligations with various terms of up to 10 years.


We expect to have sufficient cash flows from the above cited sources to meet the material cash requirements of these contractual obligations as they become settleable in the ordinary course of business.


Capital Expenditures


We continue to make investments in our business and operating facilities. Our preliminary estimate of capital expenditures for fiscal 2024 is approximately $500 million.


Supplier Arrangements


Certain suppliers have access to third-party services that allow them to view our scheduled payments online. These third-party services also allow suppliers to finance advances on our scheduled payments at the sole discretion of the supplier and the third party. Balances remain as obligations to our suppliers as stated in our supplier agreements and are either reflected in accounts payable or in notes payable within our Consolidated Balance Sheets depending on the nature of the arrangement. The associated payments are included in net cash flows from operating activities for those balances reflected in accounts payable, whereas the proceeds and payments associated with short-term borrowings are reflected as financing activities within our Consolidated Statements of Cash Flows. As of May 28, 2023 and May 29, 2022, $355.1 million and $378.3 million, respectively, of our total accounts payable was payable to suppliers who utilize these third-party services. As of May 28, 2023, we also had approximately $62.5 million of short-term borrowings related to these arrangements.   


The program commenced at about the same time that we began an initiative to negotiate extended payment terms with our suppliers. A number of factors may impact our future payment terms, including our relative creditworthiness, overall market liquidity, and changes in interest rates and other general economic conditions.


Cash Flows


In fiscal 2023, we generated $10.6 million of cash, which was the net result of $995.4 million generated from operating activities, $354.9 million used in investing activities, $631.6 million used in financing activities, and an increase of $1.7 million due to the effects of changes in foreign currency exchange rates.


Cash generated from operating activities totaled $995.4 million in fiscal 2023, as compared to $1.18 billion generated in fiscal 2022. While we had higher gross profits in fiscal 2023, the decrease in operating cash flows for fiscal 2023 compared to fiscal 2022 was primarily driven by changes in working capital, which were negatively impacted by the timing of payments of accounts payable, higher inventory balances, due in part to input cost inflation, and increased tax and interest payments.  


Cash used in investing activities totaled $354.9 million in fiscal 2023 compared to $434.9 million in fiscal 2022. Net cash outflows from investing activities in fiscal 2023 and 2022 consisted primarily of capital expenditures totaling $362.2 million and $464.4 million, respectively.


Cash used in financing activities totaled $631.6 million in fiscal 2023 compared to $738.0 million in fiscal 2022. Financing activities in fiscal 2023 principally reflected repayments of long-term debt of $712.4 million, the issuance of long-term debt totaling $500.0 million, net short-term borrowing issuances of $351.4 million, cash dividends paid of $623.8 million, and common stock repurchases of $150.0 million. Financing activities in fiscal 2022 reflected net proceeds of $499.1 million from the issuance of $500.0 million aggregate principal amount of long-term debt, net short-term borrowing repayments of $523.1 million, cash dividends paid of $581.8 million, and common stock repurchases of $50.0 million.




Cash Held by International Subsidiaries


The Company had cash and cash equivalents of $93.9 million at May 28, 2023, and $83.3 million at May 29, 2022, of which $85.5 million at May 28, 2023, and $74.7 million at May 29, 2022, was held in foreign countries. A deferred tax liability is provided for certain undistributed foreign earnings in fiscal 2023 that are not considered to be indefinitely reinvested or cannot be remitted in a tax-neutral transaction. Other undistributed foreign earnings are invested indefinitely and therefore we have not provided deferred taxes on those earnings.





The process of preparing financial statements requires the use of estimates on the part of management. The estimates used by management are based on our historical experiences combined with management's understanding of current facts and circumstances. Certain of our accounting estimates are considered critical as they are both important to the portrayal of our financial condition and results and require significant or complex judgment on the part of management. The following is a summary of certain accounting estimates considered critical by management.


Our Audit/Finance Committee has reviewed management's development, selection, and disclosure of the critical accounting estimates.


Marketing Costs—We offer various forms of trade promotions which are mostly recorded as a reduction in revenue. 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 as a reduction of revenue 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.


We have recognized trade promotion liabilities of $125.7 million as of May 28, 2023. Changes in the assumptions used in estimating the cost of any individual customer marketing program would not result in a material change in our results of operations or cash flows.


Income Taxes—Our income tax expense is based on our income, statutory tax rates, and tax planning opportunities available in the various jurisdictions in which we operate. Tax laws are complex and subject to different interpretations by the taxpayer and respective governmental taxing authorities. Significant judgment is required in determining our income tax expense and in evaluating our tax positions, including evaluating uncertainties. Management reviews tax positions at least quarterly and adjusts the balances as new information becomes available. Deferred income tax assets represent amounts available to reduce income taxes payable on taxable income in future years. Such assets arise because of temporary differences between the tax bases of assets and liabilities and their carrying amounts in our consolidated balance sheets, as well as from net operating loss and tax credit carryforwards. Management evaluates the recoverability of these future tax deductions by assessing the adequacy of future expected taxable income from all sources, including reversal of taxable temporary differences, forecasted operating earnings, and available tax planning strategies. These estimates of future taxable income inherently require significant judgment. Management uses historical experience and short and long-range business forecasts to develop such estimates. Further, we employ various prudent and feasible tax planning strategies to facilitate the recoverability of future deductions. To the extent management does not consider it more likely than not that a deferred tax asset will be recovered, a valuation allowance is established.


Further information on income taxes is provided in Note 13, "Pre-tax Income and Income Taxes", to the Consolidated Financial Statements contained in this report.




Employee-Related Benefits—We incur certain employment-related expenses associated with our pension plans. In order to measure the annual expense associated with these pension benefits, management must make a variety of estimates including, but not limited to, discount rates used to measure the present value of certain liabilities, assumed rates of return on assets set aside to fund these expenses, employee turnover rates, and anticipated mortality rates. The estimates used by management are based on our historical experience as well as current facts and circumstances. We use third-party specialists to assist management in appropriately measuring the expense associated with these pension benefits. Different estimates used by management could result in us recognizing different amounts of expense over different periods of time.


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


We have recognized a pension liability of $101.6 million and $114.9 million as of the end of fiscal 2023 and 2022, respectively. We also have recognized a pension asset of $249.9 million and $277.0 million as of the end of fiscal 2023 and 2022, respectively, as certain individual plans of the Company had a positive funded status.


We recognize cumulative changes in the fair value of pension plan assets and net actuarial gains or losses in excess of 10% of the greater of the fair value of plan assets or the plan's projected benefit obligation ("the corridor") in current period expense annually as of our measurement date, which is our fiscal year-end, or when measurement is required otherwise under accounting principles generally accepted in the United States of America ("U.S. GAAP").


We recognized a pension benefit from Company plans of $13.9 million, $54.4 million, and $38.3 million in fiscal 2023, 2022, and 2021, respectively. Such amounts reflect the year-end write-off of actuarial losses (gains) in excess of 10% of our pension liability of $0.1 million, $(2.9) million, and $0.8 million in fiscal 2023, 2022, and 2021, respectively. This also reflected expected returns on plan assets of $145.9 million, $145.4 million, and $140.0 million in fiscal 2023, 2022, and 2021, respectively. We contributed $12.5 million, $11.5 million, and $27.6 million to our pension plans in fiscal 2023, 2022, and 2021, respectively. We anticipate contributing approximately $12.1 million to our pension plans in fiscal 2024.


One significant assumption for pension plan accounting is the discount rate. We use a spot-rate approach, discussed above. This approach focuses on measuring the service cost and interest cost components of net periodic benefit cost by using individual spot rates derived from a high-quality corporate bond yield curve and matched with separate cash flows for each future year instead of a single weighted-average discount rate approach.


Based on this information, the weighted-average discount rate selected by us for determination of the interest cost component of our pension expense was 4.09% for fiscal 2023, 2.29% for fiscal 2022, and 2.30% for fiscal 2021. The weighted-average discount rate selected by us for determination of the service cost component of our pension expense was 4.74% for fiscal 2023, 3.50% for fiscal 2022, and 3.35% for fiscal 2021. We selected a weighted-average discount rate of 5.64% and 5.44% for determination of service and interest expense, respectively, for fiscal 2024. A 25-basis point increase in our discount rate assumption as of the end of fiscal 2023 would increase our annual pension expense for our pension plans in fiscal 2023 by $2.6 million. A 25-basis point decrease in our discount rate assumption as of the end of fiscal 2023 would decrease our annual pension expense for our pension plans in fiscal 2023 by $2.8 million. For our year-end pension obligation determination, we selected discount rates of 5.50% and 4.48% for fiscal years 2023 and 2022, respectively.


Another significant assumption used to account for our pension plans is the expected long-term rate of return on plan assets. In developing the assumed long-term rate of return on plan assets for determining pension expense, we consider long-term historical returns (arithmetic average) of the plan's investments, the asset allocation among types of investments, estimated long-term returns by investment type from external sources, and the current economic environment. Based on this information, we selected 4.56% for the weighted-average expected long-term rate of return on plan assets for determining our fiscal 2023 pension expense. A 25-basis point increase/decrease in our weighted-average expected long-term rate of return assumption as of the beginning of fiscal 2023 would decrease/increase annual pension expense for our pension plans by $8.0 million. A 25-basis point increase/decrease in our expected long-term rate of return assumption as of the beginning of fiscal 2024 would decrease/increase annual pension expense for our pension plans by $7.1 million. We selected a weighted-average expected rate of return on plan assets of 5.01% to be used to determine our pension expense for fiscal 2024.




Business Combinations, Impairment of Long-Lived Assets (including property, plant and equipment), Identifiable Intangible Assets, and Goodwill—We use the acquisition method in accounting for acquired businesses. Under the acquisition method, our financial statements reflect the operations of an acquired business starting from the closing of the acquisition. The assets acquired and liabilities assumed are recorded at their respective estimated fair values at the date of the acquisition. Any excess of the purchase price over the estimated fair values of the identifiable net assets acquired is recorded as goodwill. Significant judgment is often required in estimating the fair value of assets acquired, particularly intangible assets. As a result, in the case of significant acquisitions we normally obtain the assistance of a third-party valuation specialist in estimating fair values of tangible and intangible assets. The fair value estimates are based on available historical information and on expectations and assumptions about the future, considering the perspective of marketplace participants. While management believes those expectations and assumptions are reasonable, they are inherently uncertain. Unanticipated market or macroeconomic events and circumstances may occur, which could affect the accuracy or validity of the estimates and assumptions.


We reduce the carrying amounts of long-lived assets to their fair values when their carrying amount is determined to not be recoverable. We generally compare undiscounted estimated future cash flows of an asset or asset group to the carrying values of the asset or asset group for property, plant and equipment. If the undiscounted estimated future cash flows exceed the carrying values of the asset or asset group, no impairment is recognized. If the undiscounted estimated future cash flows are less than the carrying values of the asset or asset group, we write-down the asset or assets to their estimated fair values. The estimates of fair value are generally in the form of appraisal, or by discounting estimated future cash flows of the asset or asset group.


Determining the useful lives of intangible assets also requires management judgment. Certain brand intangibles are expected to have indefinite lives based on their history and our plans to continue to support and build the acquired brands, while other acquired intangible assets (e.g., customer relationships) are expected to have determinable useful lives. Our estimates of the useful lives of definite-lived intangible assets are primarily based upon historical experience, the competitive and macroeconomic environment, and our operating plans. The costs of definite-lived intangibles are amortized to expense over their estimated life.


We reduce the carrying amounts of indefinite-lived intangible assets, and goodwill to their fair values when the fair value of such assets is determined to be less than their carrying amounts (i.e., assets are deemed to be impaired). Fair value is typically estimated using a discounted cash flow analysis, which requires us to estimate the future cash flows anticipated to be generated by the particular asset being tested for impairment as well as to select a 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. Estimating future cash flows requires significant judgment by management 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 could produce different impairment amounts (or none at all) for long-lived assets and identifiable intangible assets. For further information on our indefinite-lived intangible assets and goodwill, see Note 1, “Summary of Significant Accounting Policies”, to the Consolidated Financial Statements contained in this report.


As of May 28, 2023, we have goodwill of $11.18 billion, indefinite-lived intangibles of $2.47 billion and definite-lived intangibles of $735.3 million. Historically, we have experienced impairments in brand intangibles and goodwill as a result of declining sales, reductions to our assumed royalty rates due to lower-than-expected profit margins, and other economic conditions such as increases to interest rates. In the first quarter of fiscal 2023, we recorded goodwill impairments of $141.7 million in our Sides, Components, Enhancers reporting unit. The carrying value of goodwill in our Sides, Components, Enhancers reporting unit was approximately $3.3 billion as of our fiscal 2023 annual impairment testing date and was the only reporting unit with 10% or less excess fair value over carrying value as of that date. For our Sides, Components, Enhancers reporting unit, we selected a discount rate of 7.75% and a long-term growth rate that approximated 1%.


In fiscal 2023, 2022, and 2021, we recorded total intangibles impairments of $589.2 million, $209.0 million, and $90.9 million, respectively, primarily related to brands acquired as part of the Pinnacle acquisition that were recorded at fair value in fiscal 2019. We continue to be more susceptible to impairment charges in the future if our long-term sales forecasts, royalty rates, and other assumptions change as a result of lower than expected performance or other economic conditions. We will monitor these assumptions as management continues to achieve gross margin improvement and long-term sales growth. Discount rates, long-term growth rates, and royalty rates used to estimate the fair value of our domestic retail brands with 10% or less excess fair value over carrying amount as of the fiscal 2023 annual impairment test were as follows:



Discount Rate


Long-Term Growth Rate


Royalty Rate


Carrying Amount (in billions)














Brands (<10% cushion)

  $ 1.6       8.25 %     10.25 %     0.0 %     2.0 %     1.0 %     11.5 %




Assumptions used in impairment testing are made at a point in time and require significant judgment; therefore, they are subject to change based upon the facts and circumstances present at each annual impairment test date. Additionally, these assumptions are generally interdependent and do not change in isolation. However, as it is reasonably possible that changes in assumptions could occur, as a sensitivity measure, we have presented the estimated effects of isolated changes in discount rates, long-term growth rates, and royalty rates on the fair value of our reporting unit and brands with 10% or less excess fair value over carrying amount. These estimated changes in fair value are not necessarily representative of the actual impairment that would be recorded in the event of a fair value decline.


If we had changed the assumptions used to estimate the fair value of our reporting unit and brands with 10% or less excess fair value over carrying amount as of the fiscal 2023 annual impairment test, these isolated changes, which are reasonably possible to occur, would have led to the following increase/(decrease) in the aggregate fair value of this reporting unit and certain brands (in millions):



Discount Rate


Long-Term Growth Rate


Royalty Rate




















Reporting unit

  $ (240.3 )   $ 280.6     $ 104.8     $ (97.0 )     N/A       N/A  

Brands (<10% cushion)

    (112.5 )     130.7       46.9       (41.8 )     370.6       (370.6 )





In September 2022, the Financial Accounting Standards Board issued Accounting Standards Update ("ASU") 2022-04, Supplier Finance Programs (Topic 405-50) - Disclosure of Supplier Finance Program Obligations, to add disclosure requirements related to supplier financing programs under Accounting Standards Codification 405, Liabilities. The guidance requires entities that maintain supplier financing programs to provide information in their financial statements about their use of supplier finance programs and their effect on the entity's working capital, liquidity, and cash flows. Specifically, the amendment requires entities to disclose the key terms of their programs, amounts outstanding, balance sheet presentation, and a roll-forward of amounts outstanding during the annual period. Only the amount outstanding at the end of the period is required to be disclosed in interim periods. The ASU will be effective beginning in the first quarter of fiscal 2024, except for the roll-forward requirement, which is effective in fiscal 2025. Early adoption is permitted. We are reviewing the provisions of this new pronouncement but do not expect this ASU to have a significant impact on our financial statements and related disclosures.





The principal market risks affecting us during fiscal 2023 and 2022 were exposures to price fluctuations of commodity and energy inputs, interest rates, and foreign currencies.


Commodity Market Risk


We purchase commodity inputs such as wheat, corn, vegetable oils, pork, dairy products, and energy to be used in our operations. These commodities are subject to price fluctuations that may create price risk. We enter into commodity hedges to manage this price risk using physical forward contracts or derivative instruments. We have policies governing the hedging instruments our businesses may use. These policies include limiting the dollar risk exposure for each of our businesses. We also monitor the amount of associated counter-party credit risk for all non-exchange-traded transactions.


Interest Rate Risk


We may use interest rate swaps to manage the effect of interest rate changes on the fair value of our existing debt as well as the forecasted interest payments for the anticipated issuance of debt.


As of May 28, 2023 and May 29, 2022, the fair value of our long-term debt (including current installments) was estimated at $8.31 billion and $8.85 billion, respectively, based on current market rates. As of May 28, 2023 and May 29, 2022, a 1% increase in interest rates would decrease the fair value of our fixed rate debt by approximately $392.8 million and $481.8 million, respectively, while a 1% decrease in interest rates would increase the fair value of our fixed rate debt by approximately $441.7 million and $543.4 million, respectively.


Foreign Currency Risk


In order to reduce exposures for our processing activities related to changes in foreign currency exchange rates, we may enter into forward exchange or option contracts for transactions denominated in a currency other than the functional currency for certain of our operations. This activity primarily relates to economically hedging against foreign currency risk in purchasing inventory and capital equipment, sales of finished goods, and future settlement of foreign denominated assets and liabilities.


Effect of Hypothetical 10% Fluctuation


The potential gain or loss on the fair value of our outstanding commodity and foreign exchange contracts, assuming a hypothetical 10% fluctuation in commodity prices and foreign currency exchange rates, would have been (in millions): 



Fair Value Impact


In Millions


Average During the Fiscal Year Ended May 28, 2023


Average During the Fiscal Year Ended May 29, 2022


Energy commodities

  $ 4.5     $ 0.9  

Agriculture commodities

    9.0       4.9  

Foreign exchange

    8.7       10.8  




It should be noted that any change in the fair value of our derivative contracts, real or hypothetical, would be significantly offset by an inverse change in the value of the underlying hedged items. In relation to foreign currency contracts, this hypothetical calculation assumes that each exchange rate would change in the same direction relative to the U.S. dollar.






Conagra Brands, Inc. and Subsidiaries

Consolidated Statements of Earnings

(in millions, except per share amounts)



For the Fiscal Years Ended May








Net sales

 $12,277.0  $11,535.9  $11,184.7 

Costs and expenses:


Cost of goods sold

  9,012.2   8,697.1   8,005.5 

Selling, general and administrative expenses

  2,189.5   1,492.8   1,403.0 

Pension and postretirement non-service income

  (24.2)  (67.3)  (54.5)

Interest expense, net

  409.6   379.9   420.4 

Income before income taxes and equity method investment earnings

  689.9   1,033.4   1,410.3 

Income tax expense

  218.7   290.5   193.8 

Equity method investment earnings

  212.0   145.3   84.4 

Net income

 $683.2  $888.2  $1,300.9 

Less: Net income (loss) attributable to noncontrolling interests

  (0.4)     2.1 

Net income attributable to Conagra Brands, Inc.

 $683.6  $888.2  $1,298.8 

Earnings per share — basic


Net income attributable to Conagra Brands, Inc. common stockholders

 $1.43  $1.85  $2.67 

Earnings per share — diluted


Net income attributable to Conagra Brands, Inc. common stockholders

 $1.42  $1.84  $2.66 


The accompanying Notes are an integral part of the consolidated financial statements.




Conagra Brands, Inc. and Subsidiaries

Consolidated Statements of Comprehensive Income

(in millions)



For the Fiscal Years Ended May








Pre-Tax Amount


Tax (Expense) Benefit


After -Tax Amount


Pre-Tax Amount


Tax (Expense) Benefit


After-Tax Amount


Pre-Tax Amount


Tax (Expense) Benefit


After- Tax Amount


Net income

  $ 901.9     $ (218.7 )   $ 683.2     $ 1,178.7     $ (290.5 )   $ 888.2     $ 1,494.7     $ (193.8 )   $ 1,300.9  

Other comprehensive income:


Derivative adjustments:


Unrealized derivative adjustments

    4.2       (1.1 )     3.1       8.5       (2.1 )     6.4       0.4       (1.8 )     (1.4 )

Reclassification for derivative adjustments included in net income

    (4.9 )     1.2       (3.7 )     (1.3 )     0.4       (0.9 )     (1.6 )     1.0       (0.6 )

Unrealized currency translation gains (losses)

    (9.8 )           (9.8 )     (23.5 )           (23.5 )     53.3       (1.5 )     51.8  

Pension and postretirement benefit obligations:


Unrealized pension and postretirement benefit obligations

    (33.2 )     8.3       (24.9 )     (3.1 )     1.1       (2.0 )     95.1       (23.6 )     71.5  

Reclassification for pension and postretirement benefit obligations included in net income

    (4.5 )     1.3       (3.2 )     (3.5 )     1.0       (2.5 )     (3.6 )     0.9       (2.7 )

Comprehensive income

    853.7       (209.0 )     644.7       1,155.8       (290.1 )     865.7       1,638.3       (218.8 )     1,419.5  

Comprehensive income (loss) attributable to noncontrolling interests

    (5.3 )     (0.4 )     (5.7 )     (5.5 )           (5.5 )     6.1       (0.8 )     5.3</