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GOODWILL AND OTHER IDENTIFIABLE INTANGIBLE ASSETS
12 Months Ended
May 31, 2020
Goodwill And Intangible Assets Disclosure [Abstract]  
GOODWILL AND OTHER IDENTIFIABLE INTANGIBLE ASSETS

8. GOODWILL AND OTHER IDENTIFIABLE INTANGIBLE ASSETS

The change in the carrying amount of goodwill for fiscal 2020 and 2019 was as follows:

 

 

 

Grocery & Snacks

 

 

Refrigerated & Frozen

 

 

International

 

 

Foodservice

 

 

Total

 

Balance as of May 27, 2018

 

$

2,582.5

 

 

$

1,080.6

 

 

$

242.9

 

 

$

571.1

 

 

$

4,477.1

 

Acquisitions

 

 

2,157.3

 

 

 

4,561.8

 

 

 

61.3

 

 

 

181.6

 

 

 

6,962.0

 

Purchase accounting adjustments

 

 

1.5

 

 

 

 

 

 

 

 

 

 

 

 

1.5

 

Currency translation

 

 

 

 

 

 

 

 

(5.2

)

 

 

 

 

 

(5.2

)

Balance as of May 26, 2019

 

$

4,741.3

 

 

$

5,642.4

 

 

$

299.0

 

 

$

752.7

 

 

$

11,435.4

 

Purchase accounting adjustments

 

 

3.5

 

 

 

5.9

 

 

 

0.7

 

 

 

 

 

 

10.1

 

Currency translation

 

 

 

 

 

 

 

 

(9.2

)

 

 

 

 

 

(9.2

)

Balance as of May 31, 2020

 

$

4,744.8

 

 

$

5,648.3

 

 

$

290.5

 

 

$

752.7

 

 

$

11,436.3

 

 

Other identifiable intangible assets were as follows:

 

 

2020

 

 

2019

 

 

 

Gross Carrying Amount

 

 

Accumulated Amortization

 

 

Gross Carrying Amount

 

 

Accumulated Amortization

 

Non-amortizing intangible assets

 

$

3,396.1

 

 

$

 

 

$

3,559.6

 

 

$

 

Amortizing intangible assets

 

 

1,239.4

 

 

 

319.8

 

 

 

1,239.9

 

 

 

260.2

 

 

 

$

4,635.5

 

 

$

319.8

 

 

$

4,799.5

 

 

$

260.2

 

During the first quarter fiscal 2020, we reorganized our reporting segments to incorporate the Pinnacle business into our legacy reporting segments to reflect how the business is now being managed. Accordingly, we reassigned goodwill from the legacy Pinnacle segment to the applicable reporting units of the legacy Conagra segments, consistent with the Company's new management structure. The allocation of goodwill to Grocery & Snacks, Refrigerated & Frozen, International, and Foodservice was $2.19 billion, $4.58 billion, $58.5 million, and $181.6 million, respectively, inclusive of goodwill related to businesses divested in fiscal 2020. We tested goodwill for impairment both prior to and subsequent to the reallocation of Pinnacle goodwill and there were no impairments of goodwill. Such impairment tests are performed by estimating the fair value of each reporting unit and comparing that to the carrying amount of the net assets of the applicable reporting unit. If the estimated fair value of a reporting unit is less than its carrying value, such deficit is recognized as an impairment of goodwill.

Fair value is typically estimated using a discounted cash flow analysis which requires us to estimate the future cash flows as well as to select a risk-adjusted discount rate to measure the present value of the anticipated cash flows. When determining future cash flow estimates, we consider historical results adjusted to reflect current and anticipated operating conditions. We estimate cash flows for a reporting unit over a discrete period (typically five years) and a terminal period (considering expected long-term growth rates and trends). With the assistance of a third-party valuation specialist, we used a discount rate for our domestic reporting units of 7% and rates ranging from 8% to 11% for our International reporting units. We used terminal growth rates between 1% and 2% for all reporting units (excluding one international reporting unit with a 3% terminal growth rate). Estimating the fair value of individual reporting units requires us to make assumptions and estimates in such areas as future economic conditions, industry-specific conditions, product pricing, and necessary capital expenditures. The use of different assumptions or estimates for future cash flows, discount rates, or terminal growth rates could produce substantially different estimates of the fair value of the reporting units.

Several of our reporting units have an estimated fair value substantially in excess of the carrying value. Three of our reporting units with aggregate goodwill of $3.49 billion have an estimated fair value that exceeds the respective carrying value as of our most recent quantitative testing date in the first quarter of fiscal 2020 as follows:  

 

 

Carrying Value of Goodwill

 

 

Excess Fair Value as of Fiscal 2020 Test Date

 

Sides, Components, Enhancers (part of Refrigerated & Frozen segment)

 

$

2,636.6

 

 

 

18.1

%

Foodservice

 

 

752.7

 

 

 

36.7

%

Canada (part of International segment)

 

 

96.2

 

 

 

32.0

%

In the fourth quarter of fiscal 2020, we performed our annual goodwill impairment assessment on all of our reporting units and found no indicators of impairment. We completed a qualitative assessment which considered, among other things, an increase in our market capitalization from our previous testing date, the current interest rate environment, and recent events which have had a positive impact on our financial results for most of our reporting units. While retail sales have increased due to higher than anticipated consumer demand for our products, our Foodservice segment has experienced a negative impact from shelter in place mandates limiting access to away-from-home establishments. Due to the temporary nature of the shelter in place orders, we determined that there was no impairment triggering event as it was not more likely than not that the fair value of this reporting unit is less than its carrying amount. Given the evolving nature and uncertainty of the COVID-19 pandemic, we will continue to evaluate the impact on our reporting units as changes to these assumptions could result in future impairments.

Amortizing intangible assets, carrying a remaining weighted-average life of approximately 20 years, are principally composed of customer relationships and acquired intellectual property. For fiscal 2020, 2019, and 2018, we recognized amortization expense of $59.8 million, $49.1 million, and $34.9 million, respectively. Based on amortizing assets recognized in our Consolidated Balance Sheet as of May 31, 2020, amortization expense for the next five years is estimated to be as follows:

 

2021

 

$

59.7

 

2022

 

 

59.7

 

2023

 

 

57.4

 

2024

 

 

54.1

 

2025

 

 

53.9

 

For our non-amortizing intangible assets, which are comprised of brands and trademarks, we use a "relief from royalty" methodology in estimating fair value. During the first quarter of fiscal 2020, we recorded impairment charges totaling $19.3 million within our Refrigerated & Frozen segment and Grocery & Snacks segment for certain brands for which management changed its business strategy and that continued to have lower than expected sales and profit margins. This impairment was included within SG&A expenses.

During fiscal 2020, as a result of our annual impairment test for indefinite lived intangibles, we recognized impairment charges in SG&A expenses of $146.2 million, primarily within our Grocery & Snacks and Refrigerated & Frozen segments, largely associated with brands that were recorded at fair value in recent acquisitions. The more notable brands with impairments include Frontera®, Gardein®, Glutino®, Hungry Man®, and Udi’s®. While most of our recently acquired brands continue to remain on track with previous assumptions, these brands have had lower than expected sales or profit margins which have led to some revisions in our original assumptions (most notably declines in our assumed royalty rates).     

During fiscal 2020, in conjunction with the divestiture of our Direct Store Delivery ("DSD") snacks business, our Lender’s® bagel business, and the exit of our private label peanut butter business, we reclassified $64.2 million and $122.1 million of goodwill and other identifiable intangible assets, respectively, to noncurrent assets held for sale for periods prior to the divestiture.

During fiscal 2019, as a result of our annual impairment test for indefinite lived intangibles, we recognized impairment charges of $76.5 million for our Chef Boyardee® and Red Fork® brands in our Grocery & Snacks segment. We also recognized impairment charges of $13.1 million for our Aylmer® and Sundrop® brands in our International segment.

During fiscal 2018, as a result of our annual impairment test for indefinite lived intangibles, we recognized impairment charges of $4.0 million for our HK Anderson®, Red Fork®, and Salpica® brands in our Grocery & Snacks segment. We also recognized an impairment charge of $0.8 million for our Aylmer® brand in our International segment.