CAG Group Annual Report 2022

Plain-text annual report

Conagra Brands Annual Report 2022 C o n a g r a B r a n d s , I n c . , A n n u a l R e p o r t 2 0 2 2 222 Merchandise Mart Plaza Suite 1300 Chicago, IL 60654 ©Conagra Brands, Inc. All rights reserved. BOARD OF DIRECTORS Anil Arora San Francisco, CA Director and Former Vice Chairman of Envestnet, Inc.; Former Chief Executive of Envestnet | Yodlee Director since 2018 Thomas K. Brown Dearborn, MI Retired Group Vice President of Global Purchasing at Ford Motor Company Director since 2013 Emanuel Chirico New York, NY Former Chairman of PVH Corp. Director since 2021 Sean M. Connolly Chicago, IL President and Chief Executive Officer of Conagra Brands, Inc. since 2015 Director since 2015 George Dowdie Bellevue, WA Executive Vice President of Global Supply Chain of Starbucks Director since 2022 Joie A. Gregor Scottsdale, AZ Retired Managing Director for Leadership Development at Warburg Pincus, LLC Director since 2009 Fran Horowitz New Albany, OH Chief Executive Officer of Abercrombie & Fitch Director since 2021 Rajive Johri Greenwich, CT Former President and Director of First National Bank of Omaha Director since 2009 Richard H. Lenny Chicago, IL Former Chairman and Chief Executive Officer of The Hershey Company Director since 2009 and Non-Executive Chairman since 2018 Melissa Lora Newport Beach, CA Retired President of Taco Bell International, a part of YUM! Brands, Inc. Director since 2019 Ruth Ann Marshall Fisher Island, FL Retired President of MasterCard International’s Americas division Director since 2007 Craig P. Omtvedt Palm Beach, FL Retired Senior Vice President and Chief Financial Officer of Fortune Brands, Inc. Director since 2016 Denise A. Paulonis Dallas, TX President and Chief Executive Officer of Sally Beauty Holdings, Inc. Director since 2022* *Joined the Board effective August 1, 2022. LEADERSHIP Sean Connolly Chief Executive Officer and President Carey Bartell Executive Vice President, General Counsel and Corporate Secretary Charisse Brock Executive Vice President, Chief Human Resources Officer Alexandre Eboli Executive Vice President, Chief Supply Chain Officer Derek De La Mater Executive Vice President, Chief Customer Officer Jon Harris Senior Vice President, Chief Communications Officer David Marberger Executive Vice President, Chief Financial Officer Tom McGough Executive Vice President, Co-Chief Operating Officer Darren Serrao Executive Vice President, Co-Chief Operating Officer Mindy Simon Senior Vice President, Chief Information Officer Robert Wise Senior Vice President, Corporate Controller DEAR FELLOW SHAREHOLDERS Fiscal 2022 was a year of strong sales growth, innovation, and meaningful progress on our environmental, social, and governance (ESG) goals. It was also a year in which our business contended with multiple waves of unprecedented inflation and supply chain challenges. Once again, I need to acknowledge the tremendous work of all of our employees at Conagra Brands. Their dedication, agility, resilience, and focus on results helped drive the company forward as we navigated through a challenging external environment and continued to execute the Conagra Way. This focus allowed us to capitalize on continued elevated demand for our products. Our Frozen and Snacks businesses once again benefited from macro trends of people continuing to work (and eat) at home. We see these behavior shifts as permanent, as people will be preparing and eating more meals in their homes than they did pre- pandemic. And that’s good news for Conagra Brands. That’s why we kept the innovation machine moving forward. With more consumers looking for delicious, easy-to-prepare meals that offer restaurant quality but at a much lower price point, our Frozen business introduced more than 50 new products. Highlights included Gardein® Ultimate Plant-Based® Chick’n, Banquet® MEGA Pizza, P.F. Chang’s Home Menu® Tempura Shrimp and the Zero and Max collections from Healthy Choice®. Our Snacking and Sweet Treats portfolio was active as well. Duncan Hines® partnered with American icon Dolly Parton to debut the new Dolly’s Southern Favorites collection of cake mixes and frostings, while Slim Jim® expanded the popular Slim Jim Savage™ platform with Savage Spicy. Innovation and relentless execution led to strong fiscal 2022 results in the face of record inflation. We took timely action to combat rising costs, including cost and productivity initiatives, and we implemented inflation-justified pricing actions. While we saw benefit from these actions in fiscal 2022, we expect to see even more benefit in early fiscal 2023. Fiscal 2022 financial highlights include: • Net sales increased 3.1% and organic net sales1 increased 3.8%. On a two-year compounded annualized basis2, fiscal 2022 net sales increased 2.1% and organic net sales1 increased 4.4%. • EPS for fiscal 2022 declined 30.8% to $1.84; adjusted EPS declined 10.6% to $2.36. On a two- year compounded annualized basis 2, fiscal 2022 EPS increased 3.5% and adjusted EPS increased 1.7%. • Conagra Brands paid $582 million in cash dividends to our shareholders, an increase of more than 22 percent compared to fiscal 2021. Fiscal 2022 was another year of ESG progress. We published our annual Citizenship Report in March of 2022, and I hope you will take the time to read the report to learn more about our initiatives in each of our four pillars – Good Food, Responsible Sourcing, Better Planet and Stronger Communities. Here are some brief highlights from each pillar. Good Food • Conagra Brands is a proud partner of U.S. Farmers and Ranchers in Action, working across the value chain with farmers, ranchers, food and agriculture stakeholders to co-create sustainable food systems. • In October 2021, Conagra was named a “pioneer” and the top-ranked U.S. company on sustainable protein research and innovation by The FAIRR Initiative, an investor network that defines material ESG issues in the animal agriculture sector to help inform investment decisions. Responsible Sourcing • In fiscal 2021, Conagra’s total ingredient buy by volume was approximately 79% plant-based. • Approximately 93% of Conagra’s packaging materials by volume were renewable, recyclable or compostable3, progressing towards our 2025 goal. Better Planet • Through our employee-led Sustainable Development Awards program, we conserved 64 million gallons of water decreased our carbon footprint by 91,000 metric tons, reduced waste by more than 12,300 tons and minimized material use by 17.6 million pounds. • This year Conagra honored ten Zero Waste manufacturing facilities for diverting more than 95% of waste materials from landfills through proper waste separation, recycling, and other innovative waste reduction measures. Stronger Communities • We made progress on our ambitious representation and retention goals. At the management level, the number of newly-employed people of color increased by 6%. In addition, we introduced Inclusive Behaviors, providing employees with a common framework for fostering unity and effectively working across differences. • To help alleviate hunger and food insecurity where our employees live and work, we donated 30 million pounds of food to Feeding America and its network of food banks, which is the equivalent of 25 million meals. As we begin fiscal 2023, I believe Conagra is positioned to leverage the heightened demand for our products to drive long-term value creation for our shareholders. We hosted an Investor Day meeting on July 27, 2022, to discuss the future of the business and share in more detail our financials, as well as plans for our brands, supply chain, marketing, and ESG efforts. I encourage you to listen to the recorded webcast on conagrabrands.com. On behalf of all of us at Conagra Brands, I thank you for your continued support. Sincerely, Sean M. Connolly, President and Chief Executive Officer 1 Organic net sales exclude the impact of foreign exchange and divested businesses. 2 Two-year compounded annualized growth is calculated as ([(1+ current year period’s growth rate) * (1 + prior year period’s growth rate)] ^0.5) -1. 3 Estimates are based, in part, on industry-wide average weights and post-consumer recycled content levels, guided by best practices on environmental footprint accounting. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended May 29, 2022 or For the transition period from to Commission File No. 1-7275 CONAGRA BRANDS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 222 W. Merchandise Mart Plaza, Suite 1300 Chicago, Illinois (Address of principal executive offices) 47-0248710 (I.R.S. Employer Identification No.) 60654 (Zip Code) Registrant’s telephone number, including area code (312) 549-5000 Securities registered pursuant to section 12(b) of the Act: Title of each class Common Stock, $5.00 par value Trading Symbol(s) CAG Name of each exchange on which registered 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. ☑ 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 26, 2021 (the last business day of the Registrant's most recently completed second fiscal quarter) was approximately $15,158,448,300 based upon the closing sale price on the New York Stock Exchange on such date. At June 26, 2022, 480,091,813 common shares were outstanding. Documents Incorporated by Reference Portions of the Registrant’s definitive Proxy Statement for the Registrant's 2022 Annual Meeting of Stockholders (the "2022 Proxy Statement") are incorporated by reference into Part III. Table of Contents PART I1 Item 1Business1 Item 1ARisk Factors7 Item 1BUnresolved Staff Comments19 Item 2Properties19 Item 3Legal Proceedings20 Item 4Mine Safety Disclosures20 PART II21 Item 5Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities21 Item 6[Reserved]21 Item 7Management's Discussion and Analysis of Financial Condition and Results of Operations22 Item 7AQuantitative and Qualitative Disclosures About Market Risk37 Item 8Financial Statements and Supplementary Data39 Consolidated Statements of Earnings for the Fiscal Years Ended May 2022, 2021, and 202039 Consolidated Statements of Comprehensive Income for the Fiscal Years Ended May 2022, 2021, and 202040 Consolidated Balance Sheets as of May 29, 2022 and May 30, 202141 Consolidated Statements of Common Stockholders' Equity for the Fiscal Years Ended May 2022, 2021, and 202042 Consolidated Statements of Cash Flows for the Fiscal Years Ended May 2022, 2021, and 202043 Notes to Consolidated Financial Statements44 Item 9Changes in and Disagreements with Accountants on Accounting and Financial Disclosure86 Item 9AControls and Procedures86 Item 9BOther Information86 Item 9CDisclosure Regarding Foreign Jurisdictions that Prevent Inspections87 PART III88 Item 10Directors, Executive Officers and Corporate Governance88 Item 11Executive Compensation88 Item 12Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters88 Item 13Certain Relationships and Related Transactions, and Director Independence89 Item 14Principal Accountant Fees and Services89 PART IV90 Item 15Exhibits and Financial Statement Schedules90 Item 16Form 10-K Summary95 Signatures96 PART I This annual report on Form 10-K contains forward-looking statements within the meaning of Section 27A of the SecuritiesAct of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Actual results, performance, orachievements 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 achievementsto 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 ofOperations below. ITEM 1. BUSINESS General Development of Business Conagra Brands, Inc. (the "Company", "Conagra Brands", "we", "us", or "our"), headquartered in Chicago, is one of NorthAmerica's leading branded food companies. Guided by an entrepreneurial spirit, the Company combines a rich heritage of makinggreat food with a sharpened focus on innovation. The Company's portfolio is evolving to satisfy people's changing foodpreferences. Its iconic brands such as Birds Eye®, Duncan Hines®, Healthy Choice®, Marie Callender's®, Reddi-wip®, and SlimJim®, 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 businesseshas also been fueled by innovation, organic growth of our brands, and expansion into adjacent categories, including throughacquisitions. We are focused on delivering sustainable, profitable growth with strong and improving returns on our investedcapital. On October 26, 2018, we completed our acquisition of Pinnacle Foods Inc. ("Pinnacle"). As a result of the acquisition,Pinnacle became a wholly-owned subsidiary of the Company. Narrative Description of Business We compete throughout the food industry and focus on adding value for our customers who operate in the retail food andfoodservice 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 retailchannels in the United States. Refrigerated & Frozen The Refrigerated & Frozen reporting segment principally includes branded, temperature-controlled food products sold invarious retail channels in the United States. 1 International The International reporting segment principally includes branded food products, in various temperature states, sold invarious retail and foodservice channels outside of the United States. Foodservice The Foodservice reporting segment includes branded and customized food products, including meals, entrees, sauces, and avariety of custom-manufactured culinary products packaged for sale to restaurants and other foodservice establishments primarilyin the United States. Unconsolidated Equity Investments We have two unconsolidated equity investments. Our most significant equity method investment is our joint venture withrespect to Ardent Mills, a milling business. Acquisitions On October 26, 2018, we completed the acquisition of Pinnacle, a branded packaged foods company specializing in shelf-stable and frozen foods. As a result of the acquisition, Pinnacle became a wholly-owned subsidiary of the Company. The totalamount of consideration paid in connection with the acquisition was approximately $8.03 billion and consisted of: (1) cash of $5.17billion ($5.12 billion net of cash acquired); (2) 77.5 million Company Shares, with an approximate value of $2.82 billion, issued out ofthe Company's treasury; and (3) replacement awards issued to former Pinnacle employees representing the fair value attributable topre-combination service of $51.1 million. Divestitures During the fourth quarter of fiscal 2021, we completed the sale of our Egg Beaters® business for net proceeds of $50.7million. The results of operations of the divested Egg Beaters® business were primarily included in our Refrigerated and Frozensegment, and to a lesser extent within our International and Foodservice segments, for the periods preceding the completion of thetransaction. During the third quarter of fiscal 2021, we completed the sale of our Peter Pan® peanut butter business for net proceeds of$101.5 million. The results of operations of the divested Peter Pan® peanut butter business were previously reported primarilywithin our Grocery & Snacks segment, and to a lesser extent within our International and Foodservice segments, for the periodspreceding the completion of the transaction. General 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 andingredients. We use many different raw materials, most of which are commodities. The prices paid for raw materials used in makingour food generally reflect factors such as weather, commodity market fluctuations, currency fluctuations, tariffs, and the effects ofgovernmental 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 havefaced increased costs for many of our significant raw materials, packaging, and energy inputs. We seek to mitigate higher inputcosts through productivity and pricing initiatives and the use of derivative instruments to economically hedge a portion offorecasted future consumption. We experience intense competition for sales of our food items in our major markets. Our food items compete with widelyadvertised, well-known, branded food, as well as private branded and customized food items. Some of our competitors are largerand have greater resources than we have. We compete primarily on the basis of quality, value, product innovation, customerservice, brand recognition, and brand loyalty. 2 Demand for certain of our food items may be influenced by holidays, changes in seasons, or other annual events. Forexample, sales of frozen foods tend to be marginally higher during the winter months, seafood sales are highest during Lent, inadvance of the Easter holiday, and production of certain of our products occurs seasonally, during or immediately following thepurchase of agricultural crops. Our intellectual property rights, including our trademarks, licensing agreements, trade secrets, patents, and copyrights are ofmaterial 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 beenlicensed from others, including under the P.F. Chang’s®, Bertolli®, and Libby’s® trademarks. We also own certain intellectualproperty rights that are licensed to third parties, such as the Alexia® trademark. While many of these licensing arrangements areperpetual in nature, others must be periodically renegotiated or renewed pursuant to their terms. We also actively develop andmaintain a portfolio of patents, although no single patent is considered material to the business as a whole. We have proprietarytrade 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 governmentagencies, including, but not limited to, the United States Department of Agriculture, the Federal Food and Drug Administration,the Occupational Safety and Health Administration, the Environmental Protection Agency, and the Department of Labor. Inparticular, the processing, packaging, transportation, storage, distribution, advertising, labeling, quality, and safety of foodproducts, the health and safety of our employees, and the protection of the environment are each subject to governmentalregulation. Additionally, we are subject to data privacy and security regulations, tax and securities regulations, accounting andreporting standards, and other financial laws and regulations. We believe that we are in compliance with such laws and regulationsin all material respects and do not expect that continued compliance with such regulations will have a material effect upon capitalexpenditures, earnings, or our competitive position. Our largest customer, Walmart, Inc. and its affiliates, accounted for approximately 27% of consolidated net sales for fiscal2022 and 26% of consolidated net sales for each of fiscal 2021 and 2020. Human Capital Resources At Conagra, we believe that our employees are the driving force behind our success. We believe that the success andgrowth of our business depends in large part on our ability to attract, develop, and retain a diverse population of talented andhigh-performing employees at all levels of our organization. We leverage our six timeless values, which form the framework of ourCompany culture, to guide our approach to human capital management: •Integrity: Doing the right things and doing things right •External Focus: Centering on the consumer, customer, competitor, and investor •Broad-Mindedness: Rejecting silos and embracing disciplined curiosity •Agility: Converting insights into action with the speed of an entrepreneur •Leadership: Simplifying decision-making, inspiring others, and acting like an owner •Results: Leveraging 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 capitalmanagement approach. These strategies and objectives are advanced through a number of programs, policies, and initiatives, asdescribed below. As of May 29, 2022, we had approximately 18,000 employees, primarily in the United States. Approximately 47% of ouremployees are parties to collective bargaining agreements. We believe our relationships with employees and their representativeorganizations are good. 3 Safety and Health: The health and safety of our employees is our top priority. We are focused on maintaining a strongculture of safety, in which all employees strive to protect themselves and their colleagues. During fiscal year 2022, ourOccupational Safety & Health Administration Incident Rate was 1.67 incidents per 100 full-time workers, as compared to 2.00incidents per 100 full-time workers in fiscal 2021 and 1.69 incidents per 100 full-time workers in fiscal 2020. We compare our incidentrate to that of the average for companies in the food manufacturing sector, as published by the Bureau of Labor Statistics. In eachof the last three fiscal years, our incident rate has been below the industry average. Our health and safety team audits each of ourfacilities every two years to confirm compliance with safety regulations and corporate policies. The team documents the auditresults and tracks corrective actions to ensure we hold ourselves accountable for providing a safe work environment. Beginning in February 2020 and continuing during the course of the COVID-19 pandemic, our senior leadership has relied oncross-functional teams (a COVID-19 pandemic team, Return to Office team, and Vaccine Preparedness team), to review and assessthe evolving situation, and to recommend risk mitigation actions for the health and safety of our employees. In order to enhancethe safety of our employees during the COVID-19 pandemic, these teams have recommended, and we have implemented, variousmeasures, including the installation of physical barriers between employees; employee screening protocols; facility cleaning andsanitation protocols; policies on the use of personal protective equipment; and robust employee leave policies. We have alsoexecuted a phased return to office approach to enable in-person work for corporate personnel, implemented work-from-homeinitiatives for certain office personnel, and provided increased access to COVID-19 vaccines for production facilities and corporatelocations. Diversity and Inclusion: We strive to nourish an inclusive culture that encourages openness, acceptance, and individualauthenticity. We believe that an inclusive culture drives employee engagement. At Conagra, we believe diversity is measured by more than race, gender, sexual orientation, and disability. All backgrounds,perspectives, styles, and opinions are valued and belong at Conagra, and we harness the power of diversity and inclusion ("D&I")to accelerate innovation and growth and as key drivers of shareholder value creation. We approach diversity from the top-down, exemplified by our Board of Directors (the "Board") and our Senior LeadershipTeam: three of our 12 directors are racially/ethnically diverse, four of our 12 directors are women, and three of nine members of ourSenior Leadership Team are women. We believe that a diverse team with a variety of viewpoints adds value to our businessdecision making and innovation by encouraging and incorporating a variety of perspectives and experiences. During fiscal 2022, we launched numerous efforts to amplify our commitment to a diverse and inclusive workforce: •Our Diversity and Inclusion Leadership Council, comprised of our Senior Leadership and Human ResourcesDiversity and Inclusion teams, developed the Company's D&I strategic plan during fiscal 2022, with a continuedfocus on recruiting, advocating for, and developing diverse talent. In each of these areas, we have multiple strategicinitiatives underway. Core aspects of our strategy include building a strong entry-level pipeline; providingdevelopment opportunities for underrepresented groups, internal and external; and committing to develop andadvance our talent along the way. Examples of recruitment, advocacy, and development initiatives launched duringfiscal 2022 include the following: •We launched our "Experience Inclusion" corporate website to highlight our D&I commitment, journey, andinitiatives to enhance our recruitment of diverse talent. •We expanded our diversity recruitment strategies focused on strengthening the diversity of candidate slatesat the early talent (recent college graduates) and experienced hire levels; partnered with Sounding Board, Inc.to launch an external coaching program to advance professional development for underrepresented talent; andexpanded our internal mentoring program to our Latinx Employee Resource Group. •We awarded the "Conagra Refuse-to-Lose Scholarship" to 30 students from Thurgood Marshall College Fundand Hispanic Scholarship Fund. All scholarship recipients were invited to participate in a mentorship programlaunched in May 2022. •Throughout fiscal 2022, the Human Resources Committee of our Board (the "HR Committee") received regularupdates from management on our D&I progress. The HR Committee has embedded D&I into its standing agenda andintends to discuss the topic at every regularly scheduled meeting it holds in fiscal 2023. 4 We also continue to provide diversity and inclusion training for employees to highlight issues that impact underrepresentedcommunities and to reduce the effects of bias in the workplace. Our goal is to create a culture of belonging, where everyone canexperience inclusion. We want to be a place where people trust and respect one another. While we value and embrace diversity, wealso 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 development, we better position Conagra to meet currentand future business needs and increase employee retention. By providing employees with learning and developmentopportunities, we empower them to build knowledge and skills and feel fulfilled in their work at Conagra. We leverage a variety of processes to enable employee learning and development at Conagra: •Employees have access to a variety of learning tools at Conagra, covering a wide array of topics. Our office-basedemployees can also access thousands of learning modules on-demand at their desks. •Individual objectives are set each year, providing employees with clear expectations for their performance in theshort-term. Regular performance evaluations provide employees with feedback and growth opportunities. •Salaried employees are encouraged to develop Individual Development Plans ("IDP"). IDPs serve as a personalaction plan, under which employees engage with their manager in ongoing development conversations, so that long-term career goals and developmental activities can be reviewed. Compensation and Benefits: We offer competitive compensation and benefits to attract the best talent and to support theoverall well-being of our employees. Through our holistic approach to benefits, we provide our employees with resources to helpthem thrive. We offer a wide range of benefits across areas such as health, family, finance, community, and time away, includinghealthcare and wellness benefits, adoption and surrogacy assistance, family care resources, a 401(k) plan, family leave, and paidtime off. A more complete discussion of our approach to employee compensation and benefits can be found in our Proxy Statementfor the 2022 Annual Shareholders' Meeting. Information About Our Executive Officers The names, ages, and positions of our executive officers as of July 21, 2022 are listed below: Name Title & Capacity Age Year FirstAppointed anExecutiveOfficerSean M. Connolly President and Chief Executive Officer 56 2015David S. Marberger Executive Vice President and Chief Financial Officer 57 2016Carey L. Bartell Executive Vice President, General Counsel and Corporate Secretary 48 2022Charisse Brock Executive Vice President, Chief Human Resources Officer 60 2015Alexandre O. Eboli Executive Vice President, Chief Supply Chain Officer 50 2021Thomas M. McGough Executive Vice President and Co-Chief Operating Officer 57 2013Darren C. Serrao Executive Vice President and Co-Chief Operating Officer 56 2015Robert G. Wise Senior Vice President, Corporate Controller 54 2012 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 foodproducts company) from June 2012 to August 2014, Executive Vice President of Sara Lee Corporation (a branded food productscompany and the predecessor to Hillshire), and Chief Executive Officer, Sara Lee North American Retail and Foodservice, fromJanuary 2012 to June 2012. Prior to joining Sara Lee in anticipation of the spin-off of Hillshire, Mr. Connolly served as President ofCampbell North America, the largest division of Campbell Soup Company (a branded food products company), from October 2010to December 2011, President, Campbell USA from 2008 to 2010, and President, North American Foodservice for Campbell from 2007to 2008. Before joining Campbell in 2002, he served in various marketing and brand management roles at The Procter & GambleCompany (a consumer packaged goods company). 5 David S. Marberger has served as Executive Vice President and Chief Financial Officer since August 2016. Prior to joiningConagra Brands, he served as Chief Financial Officer of Prestige Brands Holdings, Inc. (a provider of over-the-counter healthcareproducts) from October 2015 until July 2016. Prior to that, Mr. Marberger served as the Senior Vice President and Chief FinancialOfficer of Godiva Chocolatier, Inc. (a global manufacturer and supplier of premium chocolates) from 2008 until October 2015. Priorto that, Mr. Marberger served Tasty Baking Company (a manufacturer and supplier of baked goods) as Executive Vice Presidentand Chief Financial Officer from 2006 to 2008 and as Senior Vice President and Chief Financial Officer from 2003 to 2006. From 1993until 2003, he served in various roles at Campbell Soup Company (a branded food products company), where he last held theposition of Vice President, Finance, Food and Beverage Division. Carey L. Bartell has served as Executive Vice President, General Counsel and Corporate Secretary for Conagra Brands sinceJune 2022. In this role, Ms. Bartell oversees all legal and governmental affairs activity for the company. Previously, Ms. Bartellserved as Vice President and Chief Counsel leading the company’s litigation efforts and compliance programs. Ms. Bartell joinedConagra in 2016. Prior to Conagra, Ms. Bartell worked for eight years at Hospira, Inc., a global pharmaceutical and medical devicecompany, 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 practicedprimarily 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 andpreviously 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 ofConagra Brands from September 2010 until August 2015. Ms. Brock joined Conagra Brands in 2004 as Director of HumanResources, supporting the Refrigerated Foods Group. Prior to joining Conagra Brands, she served for 15 years at The Quaker OatsCompany (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 sinceAugust 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 ConagraBrands with 25 years of experience of global end-to-end supply chain leadership within the consumer packaged goods industryand has held a variety of roles in finance, planning, distribution, logistics and manufacturing. Prior to Conagra, Mr. Eboli served asthe Head of Supply Chain, North America for The Unilever Group, where he was responsible for overseeing manufacturing facilitiesand 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 tothat, he served as the Company's President, Operating Segments from May 2017 until October 2018 and as the Company'sPresident of Consumer Foods from May 2013 until May 2017. Mr. McGough also served as President, Grocery Products from 2011until May 2013 and as Vice President in the Company's Consumer Foods organization from 2007 to 2011. Prior to joining theCompany, 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, heserved 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 foodproducts company) from February 2015 until August 2015 and as Senior Vice President of Innovation and Business Developmentfor Campbell North America from July 2011 until February 2015. Mr. Serrao has also held several profit and loss and marketingpositions during his career, including roles with PepsiCo and Unilever. Robert G. Wise has served as Senior Vice President, Corporate Controller since December 2012. Mr. Wise joined ConagraBrands 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 2012until December 2012. Prior to joining Conagra Brands, Mr. Wise served in various roles at KPMG LLP (an accounting firm) fromOctober 1995 until March 2003. Foreign Operations Foreign operations information is set forth in Note 19, "Business Segments and Related Information", to the ConsolidatedFinancial Statements contained in this report. 6 Available Information We make available, free of charge through the "Investors—Financial Reports & Filings" link on our website athttp://www.conagrabrands.com, our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, andamendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, asamended, as soon as reasonably practicable after such material is electronically filed with or furnished to the Securities andExchange Commission (the "SEC"). We use our website, through the "Investors" link, as a channel for routine distribution ofimportant information, including news releases, analyst presentations, and financial information. The information on our website isnot, 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 theSEC. We have also posted on our website our (1) Corporate Governance Principles, (2) Code of Conduct, (3) Code of Ethics forSenior 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: CorporateSecretary, Conagra Brands, Inc., 222 Merchandise Mart Plaza, Suite 1300, Chicago, IL, 60654. ITEM 1A. RISK FACTORS Our business is subject to various risks and uncertainties. Any of the risks and uncertainties described below couldmaterially 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 webelieve we have identified and discussed below the key risk factors affecting our business, there may be additional risks anduncertainties that are not presently known or that are not currently believed to be significant that may adversely affect ourbusiness, performance, or financial condition in the future. You should not interpret the disclosure of any risk factor to imply thatthe risk has not already materialized. COVID-19 Pandemic Risks The COVID-19 pandemic could have an adverse impact on our business, financial condition, and results of operations. Although we experienced challenges in connection with the COVID-19 pandemic, including temporary closings ofproduction facilities, employee illnesses, increased costs, supply chain interruptions and reduced demand in our Foodservicesegment, to date the pandemic has not had a net negative impact on our liquidity or results of operations. However, the continuedspread of COVID-19, including new variants, could negatively impact our business, financial condition, and results of operationsin a number of ways in the future. These impacts could include, but are not limited to: •shutdowns or slowdowns of one or more of our production facilities; •further disruptions in our supply chain and in our ability to obtain ingredients, packaging, and other sourced materialsdue to continued labor shortages and/or volatility in the labor market, governmental restrictions, or the failure of oursuppliers, distributors, or manufacturers to meet their obligations to us; •continued increases in raw material and commodity costs; •the inability of a significant portion of our workforce, including our management team, to work as a result of illness orgovernment restrictions; •shifts and volatility in consumer spending and purchasing behaviors; and •reduced availability of credit or financing upon acceptable terms or at all. 7 The duration and extent of the impact from the COVID-19 pandemic depends on future developments that cannot beaccurately predicted at this time, such as the severity and transmission rate of the virus, the emergence and spread of variants,infection rates in areas where we operate, the extent and effectiveness of containment actions, including the continued availabilityand effectiveness of vaccines in the markets where we operate, and the impact of these and other factors on our employees,customers, suppliers, distributors, and manufacturers. Should these conditions persist for a prolonged period, the COVID-19pandemic, including any of the above factors and others that are currently unknown, could have a material adverse effect on ourbusiness, financial condition, and results of operations. The impact of the COVID-19 pandemic may also exacerbate other risksdiscussed in this Item 1A, Risk Factors, any of which could have a material effect on us. Market Risks Our business, financial condition and results of operations could be adversely affected by disruptions in the global economycaused by the ongoing conflict between Russia and Ukraine or other geopolitical conflict. The global economy has been negatively impacted by the military conflict between Russia and Ukraine. Furthermore,governments in the U.S., United Kingdom, and European Union have each imposed export controls on certain products andfinancial and economic sanctions on certain industry sectors and parties in Russia. Although we have no operations in Russia orUkraine, we have experienced shortages in materials and increased costs for transportation, energy, and raw material due in part tothe negative impact of the Russia-Ukraine military conflict on the global economy. Further escalation of geopolitical tensionsrelated to the military conflict, including increased trade barriers or restrictions on global trade, could result in, among other things,cyberattacks, supply disruptions, lower consumer demand, and changes to foreign exchange rates and financial markets, any ofwhich may adversely affect our business and supply chain. In addition, the effects of the ongoing conflict could heighten many ofour known risks described in this Item 1A, Risk Factors. Deterioration of general economic conditions could 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 innational or global economic conditions, including inflation, rising interest rates, availability of capital markets, consumer spendingrates, energy availability and costs (including fuel surcharges), 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. Volatility in financial markets, including rising interest rates, and deterioration of national and global economic conditionshas impacted and 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 purchasesaltogether during economic downturns, which could result in a reduction in sales of higher margin products or a shift inour product mix to lower margin offerings adversely affecting the results of our operations; •decreased demand in the restaurant business (including due to the COVID-19 pandemic), particularly casual and finedining, 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 pensioncontributions; •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. 8 Credit Risks Our existing and future debt may limit cash flow available to invest in the ongoing needs of our business and could prevent usfrom fulfilling our debt obligations or returning cash to stockholders. As of May 29, 2022, we had total debt of approximately $8.98 billion, including approximately $8.71 billion aggregate principalamount of outstanding senior notes. Our ability to make payments on our debt, fund our other liquidity needs, make plannedcapital expenditures, and return cash to stockholders, will depend on our ability to generate cash in the future. Our historicalfinancial results have been, and we anticipate that our future financial results will be, subject to fluctuations. Our ability togenerate cash, to a certain extent, is subject to general economic, financial, competitive, legislative, regulatory, and other factorsthat are beyond our control. We cannot guarantee that our business will generate sufficient cash flow from our operations or thatfuture borrowings will be available to us in an amount sufficient to enable us to make payments of our debt, fund other liquidityneeds, 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 mayadversely 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, reducingthe availability of our cash flow to fund working capital, capital expenditures, acquisitions, and other general corporatepurposes; •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, capitalexpenditures, acquisitions, investment, debt service obligations, and other general operating requirements or to enableus 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 instrumentsgoverning 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 bedue and payable. Any default under the agreements governing our debt and the remedies sought by the holders of such debtcould 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 inour 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 reducethe amount of commercial paper that we could issue and raise our borrowing costs. 9 A significant portion of our operations are conducted through our subsidiaries. As a result, our ability to generate sufficientcash flow for our needs is dependent to some extent on the earnings of our subsidiaries and the payment of those earnings to usin the form of dividends, loans, or advances and through repayment of loans or advances from us. Our subsidiaries are separateand distinct legal entities. Our subsidiaries have no obligation to pay any amounts due on our debt to provide us with funds tomeet our cash flow needs, whether in the form of dividends, distributions, loans, or other payments. In addition, any payment ofdividends, loans, or advances by our subsidiaries could be subject to statutory or contractual restrictions. Payments to us by oursubsidiaries will also be contingent upon our subsidiaries' earnings and business considerations. Our right to receive any assetsof any of our subsidiaries upon their liquidation or reorganization will be effectively subordinated to the claims of that subsidiary'screditors, including trade creditors. In addition, even if we are a creditor of any of our subsidiaries, our rights as a creditor wouldbe subordinate to any security interest in the assets of our subsidiaries and any indebtedness of our subsidiaries senior to thatheld by us. Finally, changes in the laws of foreign jurisdictions in which we operate may adversely affect the ability of some of ourforeign subsidiaries to repatriate funds to us. 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. Ourprincipal competitors have substantial financial, marketing, and other resources. Increased competition can reduce our sales due toloss of market share or the need to reduce prices to respond to competitive and customer pressures. Competitive pressures alsomay restrict our ability to increase prices, including in response to commodity and other cost increases. We sell branded, privatebrand, and customized food products, as well as commercially branded foods. Our branded products have an advantage overprivate brand products primarily due to advertising and name recognition, although private brand products typically sell at adiscount to those of branded competitors. In addition, when branded competitors focus on price and promotion, the environmentfor private brand producers becomes more challenging because the price difference between private brand products and brandedproducts may become less significant. In most product categories, we compete not only with other widely advertised brandedproducts, but also with other private label and store brand products that are generally sold at lower prices. A strong competitiveresponse 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. Ourmargins 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 retailershas impacted, and may continue to impact, consumer preferences and market dynamics, which in turn may negatively affect oursales 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 operateefficiently in the highly competitive food industry, particularly in an environment of volatile input costs. We continue to implementprofit-enhancing initiatives that impact our supply chain and general and administrative functions. These initiatives are focused oncost-saving opportunities in procurement, manufacturing, logistics, and customer service, as well as general and administrativeoverhead levels. Gaining additional efficiencies may become more difficult over time. Our failure to reduce costs throughproductivity gains or by eliminating redundant costs resulting from acquisitions could adversely affect our profitability andweaken our competitive position. If we do not continue to effectively manage costs and achieve additional efficiencies, ourcompetitiveness 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 theproduction and distribution of our products, and we may not be able to fully offset this input cost inflation on a timely basis orat all. Many of the components of our cost of goods sold are subject to price increases that are attributable to factors beyondour 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 exportrequirements, and other factors. The cost of raw materials, labor, manufacturing, energy, fuel, packaging materials, and other inputsrelated to the production and distribution of our products have increased and may continue to increase unexpectedly. 10 In the latter part of fiscal 2021 and throughout fiscal 2022, input costs increased materially and at a rapid rate. We expectthe pressures of input cost inflation to continue into fiscal 2023. The Company uses a variety of strategies to seek to offset this input cost inflation. However, we may not be able togenerate sufficient productivity improvements, price increases or commodity hedging benefits to fully offset these costs, or do soon an acceptable timeline. To the extent we are unable to offset present and future input cost increases, our operating results couldbe materially and adversely affected. Increases in commodity costs may have a negative impact on profits. We use many different commodities such as wheat, corn, oats, soybeans, beef, pork, poultry, steel, aluminum, and energy.Commodities are subject to price volatility caused by global economic conditions, trade barriers or restrictions, supply chaindisruptions, commodity market fluctuations, supply and demand, currency fluctuations, external conditions such as weather, andchanges in governmental agricultural and energy policies and regulations. In addition, recent world events have increased therisks posed by international trade disputes, tariffs, and sanctions. We procure a wide spectrum of commodities globally and couldpotentially face increased prices for commodities sourced from nations that could be impacted by trade disputes, tariffs, orsanctions. Commodity price increases have resulted and may in the future result in increases in raw material, packaging, andenergy costs and operating costs. We have implemented pricing actions that have, in part, offset these increased costs, but wemay not be able to increase our product prices and achieve cost savings that fully offset these increased costs; and increasingprices may result in reduced sales volume, reduced margins, and profitability. We have experience in hedging against commodityprice increases; however, these practices and experience reduce, but do not eliminate, the risk of negative profit impacts fromcommodity price increases. We do not fully hedge against changes in commodity prices, and the risk management procedures thatwe use may not always work as we intend. Volatility in the market value of derivatives we use to manage exposures to fluctuations in commodity prices will causevolatility 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,corn, and oats), oils, beef, pork, poultry, and energy. Changes in the values of these derivatives are generally recorded in earningscurrently, resulting in volatility in both gross margin and net earnings. These gains and losses are reported in cost of goods sold inour Consolidated Statements of Earnings and in unallocated general corporate expenses in our segment operating results until weutilize the underlying input in our manufacturing process, at which time the gains and losses are reclassified to segment operatingprofit. We may experience volatile earnings as a result of these accounting treatments. Strategic Transaction Risks We may not realize the benefits that we anticipated from the Pinnacle Foods acquisition. The benefits that are expected to result from the Pinnacle acquisition will continue to depend, in part, on our ability to realizethe anticipated growth opportunities and cost synergies as the result of the acquisition. Our success in realizing these growthopportunities and cost synergies, and the timing of this realization, depends on the successful integration of Pinnacle. In fiscal 2019, we announced a restructuring and integration plan related to the ongoing integration of Pinnacle for thepurpose of achieving significant cost synergies (the "Pinnacle Integration Restructuring Plan"). We expect to continue incurringmaterial charges over a multi-year period for exit and disposal activities under U.S. generally accepted accounting principles. Werecognized charges of $19.6 million, $31.7 million, and $73.8 million in connection with the Pinnacle Integration Restructuring Planin fiscal 2022, 2021, and 2020, respectively. 11 The successful implementation of the Pinnacle Integration Restructuring Plan has presented significant organizationaldesign and infrastructure challenges. In many cases, it has required successful negotiations with third parties, including labororganizations, suppliers, business partners, and other stakeholders. In addition, implementation of aspects of the PinnacleIntegration Restructuring Plan going forward may not advance our business strategy as expected. To date, we have generally beensuccessful in implementing the Pinnacle Integration Restructuring Plan without material interruption of momentum in our activities,events and circumstances, such as financial or strategic difficulties, delays, and unexpected costs may occur that could result inour not realizing all or any of the anticipated benefits or our not realizing the anticipated benefits on our expected timetable. If weare unable to realize the anticipated savings and cost synergies of the Pinnacle Integration Restructuring Plan or successfully andcost-effectively implement aspects of the integration of Pinnacle going forward, our ability to fund other initiatives may beadversely affected. Any failure to implement the Pinnacle Integration Restructuring Plan in accordance with our expectations couldadversely affect our business, financial condition, results of operations, and cash flows. If we are unable to complete acquisitions or integrate acquired businesses, our financial results could be materially andadversely affected. From time to time, we evaluate acquisition candidates that may strategically fit our business objectives. If we are unable tocomplete acquisitions or successfully integrate and develop acquired businesses, our financial results could be materially andadversely affected. Moreover, we may incur asset impairment charges related to acquisitions that reduce our profitability. Our acquisition activities may present financial, managerial, and operational risks. Those risks include diversion ofmanagement attention from existing businesses, difficulties integrating personnel and financial and other systems, effective andimmediate implementation of control environment processes across our employee population, adverse effects on existing businessrelationships with suppliers and customers, inaccurate estimates of fair value made in the accounting for acquisitions andamortization of acquired intangible assets which would reduce future reported earnings, potential loss of customers or keyemployees of acquired businesses, and indemnities and potential disputes with the sellers. Any of these factors could affect oursales, financial condition, and results of operations. If we are unable to complete certain divestitures, our financial results could be materially and adversely affected. From time to time, we may divest businesses that do not meet our strategic objectives or do not meet our growth orprofitability targets. We may not be able to complete desired divestitures on terms favorable to us. Gains or losses on the sales of,or lost operating income from, those businesses may affect our profitability and margins. Moreover, we may incur asset impairmentcharges related to divestitures that reduce our profitability. Our divestiture activities may present financial, managerial, and operational risks. Those risks include diversion ofmanagement attention from existing businesses, difficulties separating personnel and financial and other systems, possible needfor providing transition services to buyers, adverse effects on existing business relationships with suppliers and customers andindemnities and potential disputes with the buyers. Any of these factors could adversely affect our product sales, financialcondition, and results of operations. We may be exposed to claims and liabilities or incur operational difficulties as a result of our spinoff of the Lamb Westonbusiness. On November 9, 2016, we completed the spinoff of Lamb Weston Holdings, Inc. ("Lamb Weston") through a distribution of100% of our interest in Lamb Weston to holders of outstanding shares of our common stock (the "Spinoff"). The Spinoff involveda number of risks, including, among other things, certain indemnification risks. In connection with the Spinoff, we entered into aseparation and distribution agreement and various other agreements (including a transition services agreement, a tax mattersagreement, an employee matters agreement, and a trademark license agreement), which we refer to as the Lamb Westonagreements. The Lamb Weston agreements govern the Spinoff and the post-Spinoff relationship between the two companies. 12 The Lamb Weston agreements provide for indemnification obligations designed to make Lamb Weston financiallyresponsible for certain liabilities that may exist relating to its business activities, whether incurred prior to or after the distribution,including any pending or future litigation. It is possible that a court would disregard the allocation agreed to between us and LambWeston and require us to assume responsibility for obligations allocated to Lamb Weston. Third parties could also seek to hold usresponsible for any of these liabilities or obligations, and the indemnity rights we have under the separation and distributionagreement may not be sufficient to fully cover all of these liabilities and obligations. Even if we are successful in obtainingindemnification, we may have to bear costs temporarily. In addition, our indemnity obligations to Lamb Weston may be significant.These risks could negatively affect our business, financial condition, or results of operations. The Lamb Weston agreements couldalso lead to disputes over rights to certain shared property and rights and over the allocation of costs and revenues for productsand operations. If Lamb Weston is unable to satisfy its obligations under these agreements, including its indemnificationobligations, we could incur losses. Operating Risks We may be subject to product liability 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, producttampering, other adulteration of food products, mislabeling, and misbranding. We may be subject to liability if the consumption ofany of our products causes injury, illness, or death. In addition, we will voluntarily recall products in the event of contamination ordamage. We have issued recalls and have from time to time been and currently are involved in lawsuits relating to our foodproducts. A significant product liability judgment or a widespread product recall may negatively impact our sales and profitabilityfor a period of time depending on the costs of the recall, the destruction of product inventory, product availability, competitivereaction, customer reaction, and consumer attitudes. Even if a product liability claim is unsuccessful or is not fully pursued, thenegative publicity surrounding any assertion that our products caused illness or injury could adversely affect our reputation withexisting 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 andDrug Administration and other federal, state, and local government agencies. The Food, Drug & Cosmetic Act and the FoodSafety Modernization Act and their respective regulations govern, among other things, the manufacturing, composition andingredients, packaging, and safety of food products. Some aspects of these laws use a strict liability standard for imposingsanctions on corporate behavior; meaning that no intent is required to be established. If we fail to comply with applicable laws andregulations, we may be subject to civil remedies, including fines, injunctions, recalls, or seizures, as well as criminal sanctions, anyof 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 ofoperations. Maintaining a good reputation is critical to selling our products. Product contamination or tampering, the failure to maintainhigh standards for product quality, safety, and integrity, including with respect to raw materials and ingredients obtained fromsuppliers, or allegations of product quality issues, mislabeling, or contamination, even if untrue, may reduce demand for ourproducts 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: the failure to maintain high ethical, social, and environmentalstandards for all of our operations and activities; the failure to achieve any stated goals with respect to the nutritional profile ofour 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 greatlyincreased the speed and extent that information or misinformation and opinions can be shared. Failure to comply with local lawsand regulations, to maintain an effective system of internal controls or to provide accurate and timely financial information couldalso hurt our reputation. Damage to our reputation or loss of consumer confidence in our products for any of these or otherreasons could result in decreased demand for our products and could have a material adverse effect on our business, financialcondition, and results of operations, as well as require additional resources to rebuild our reputation. 13 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 frozencomplete bagged meals, tend to be marginally higher during the winter months. Seafood sales peak during Lent, in advance of theEaster holiday. Since many of the raw materials we process are agricultural crops, production of these products is predominantlyseasonal, occurring during and immediately following the purchase of such crops. For these reasons, sequential quarterlycomparisons are not a good indication of our performance or how we may perform in the future. If we are unable to obtain accessto working capital or if seasonal fluctuations are greater than anticipated, there could be a material adverse effect on our financialcondition, 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 tastesand dietary habits of consumers and to offer products that appeal to their preferences, including concerns of consumers regardinghealth and wellness, obesity, product attributes, and ingredients. Introduction of new products and product extensions requiressignificant development and marketing investment. Trends indicate that people have continued to generally cook at home more often even as the COVID-19 pandemic subsides,and our consumers are repurchasing our products across a number of our leading brands at higher rates. If our products fail tomeet changing consumer preferences or habits, or if we fail to introduce new and improved products on a timely basis, then thereturn 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 orperceptions regarding the health effects of ingredients such as sodium, trans fats, sugar, processed wheat, or other productingredients or attributes. Additionally, as we have continued to implement pricing action in response to increased costs of goods sold, the elasticityimpact from our pricing actions has been favorable to date compared to historical trends, but demand for our products could beaffected if elasticities become unfavorable in response to our pricing actions. Changes in our relationships with significant customers or suppliers could adversely affect us. During fiscal 2022, our largest customer, Walmart, Inc. and its affiliates, accounted for approximately 27% of our consolidatednet sales. There can be no assurance that Walmart, Inc. and other significant customers will continue to purchase our products inthe same quantities or on the same terms as in the past, particularly as increasingly powerful retailers continue to demand lowerpricing. The loss of a significant customer or a material reduction in sales to a significant customer could materially and adverselyaffect our product sales, financial condition, and results of operations. 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 infewer 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 whoare more capable of resisting price increases and who can demand lower pricing, increased promotional programs, or specialtytailored products. In addition, larger retailers have the scale to develop supply chains that permit them to operate with reducedinventories or to develop and market their own retailer brands. These customers may also in the future use more of their shelfspace, currently used for our products, for their store brand products. We continue to implement initiatives to counteract thesepressures. However, if the larger size of these customers results in additional negotiating strength and/or increased private label orstore brand competition, our profitability could decline. Consolidation also increases the risk that adverse changes in our customers' business operations or financial performancewill 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. 14 Third-Party Partner Risks Disruption of our supply chain have 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. During fiscal 2022, we have experienced disruptionto our supply and elevated supply chain operating costs due, in part, to disruptions in the availability of labor and certainmaterials, and input cost inflation. Continued or future damage or disruption to our supply chain, including third-partymanufacturing 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, geopoliticalturmoil, or other reasons beyond our control or the control of our suppliers and business partners, could impair our ability tomanufacture or sell our products. Failure to take adequate steps to mitigate the likelihood or potential impact of such events, or toeffectively manage such events if they occur, particularly when a product is sourced from a single supplier or location, couldadversely affect our business or financial results. In addition, disputes with significant suppliers, including disputes regardingpricing or performance, could adversely affect our ability to supply products to our customers and could materially and adverselyaffect our product sales, financial condition, and results of operations. In particular, we continue to monitor the COVID-19 pandemic and its potential impact on our supply chain and ourconsolidated results of operations. Although our products are manufactured in North America and we source the significantmajority of our ingredients and raw materials from North America, due to restrictions resulting from the COVID-19 pandemic, globalsupply has at time been and may continue to be constrained, which has caused and may continue to cause the price of certainingredients and raw materials used in our products to increase and/or we may experience disruptions to our operations. Additionally, although we are a North American company with no operations in our direct exposure to Russia and Ukraine,we have experienced shortages in materials and increased costs for transportation, energy, and raw material due in part to thenegative impact of the Russia-Ukraine military conflict on the global economy. To date, the conflict between Russia and Ukrainehas 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 negativelyimpact 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 affectour results of operations. Our businesses periodically enter into co-manufacturing arrangements with manufacturers of products. The terms of theseagreements vary. Although many agreements are for a relatively short period of time, some of the co-manufacturing agreements arefor extended periods. Volumes produced under each of these agreements can fluctuate significantly based upon the product's lifecycle, product promotions, alternative production capacity, and other factors, none of which are under our direct control. Ourfuture ability to enter into co-manufacturing arrangements is not guaranteed, and a decrease in current co-manufacturing levelscould 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-partyservice 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-partyservice providers do not perform according to the terms of the agreements, or if we fail to adequately monitor their performance, wemay not be able to achieve the expected cost savings or we may have to incur additional costs to correct errors made by suchservice providers, and our reputation could be harmed. Depending on the function involved, such errors may also lead to businessinterruption, damage or disruption of information technology systems, processing inefficiencies, the loss of or damage tointellectual property or non-public company sensitive information, effects on financial reporting, litigation or remediation costs, ordamage to our reputation, any of which could have a material adverse effect on our business. If any of our third-party service providers experience a cyber breach or system failure, their businesses could be negativelyimpacted, and it may result in disruption to our end-to-end supply chain or affect our ability to fulfill customer orders, both ofwhich could have a material adverse effect on our business. If our third-party service providers do not respond or performeffectively in connection with a cyber breach or system failure, our business may be impacted. In addition, if we transitionfunctions to one or more new, or among existing, external service providers, we may experience challenges that could have amaterial adverse effect on our results of operations or financial condition. 15 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 willperform dependably or at all. It is possible that events beyond our control, such as operational failures, labor issues, cybersecurityevents, pandemics or other health issues, such as COVID-19, or other issues could impact our unaffiliated third parties. If our thirdparties fail to deliver on their commitments, introduce unplanned risk to our operations (e.g., through cyber activity), or are unableto fulfill their obligations, we could experience manufacturing challenges, shipment delays, increased costs, or lost revenue. 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 andpenalties. 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, environmentallaws, laws related to advertising and marketing practices, accounting standards, taxation requirements, competition laws,employment laws, data privacy laws, and anti-corruption laws, among others, in and outside of the United States. Our operationsare subject to various laws and regulations administered by federal, state, local and foreign government agencies, including, butnot limited to, the United States Department of Agriculture, the Federal Food and Drug Administration, the Occupational Safetyand 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 ofour employees, and the protection of the environment are each subject to governmental regulation. Additionally, we are subject todata privacy and security regulations, tax and securities regulations, accounting and reporting standards, and other financial lawsand 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. In addition, changes in applicable laws andregulations, 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. Our operations are also subject to extensive and increasingly stringent regulations administered by the EnvironmentalProtection 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 negativepublicity. Changes in applicable laws or regulations or evolving interpretations thereof, including increased governmentregulations to limit carbon dioxide and other greenhouse gas emissions as a result of concern over climate change, may result inincreased compliance costs, capital expenditures, and other financial obligations for us, which could affect our profitability orimpede 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 andoperations. There is growing concern that carbon dioxide and other greenhouse gases in the atmosphere may have an adverse impacton global temperatures, weather patterns, and the frequency and severity of extreme weather and natural disasters. In the eventthat such climate change has a negative effect on agricultural productivity, we may be subject to decreased availability or lessfavorable pricing for certain commodities that are necessary for our products, such as wheat, tomatoes, and a wide array ofvegetables. Adverse weather conditions and natural disasters can reduce crop size and crop quality, which in turn could reduceour supplies of raw materials, lower recoveries of usable raw materials, increase the prices of our raw materials, increase our cost oftransporting and storing raw materials, or disrupt our production schedules. 16 We may also be subjected to decreased availability or less favorable pricing for water as a result of such change, whichcould impact our manufacturing and distribution operations. In addition, natural disasters and extreme weather conditions maydisrupt the productivity of our facilities or the operation of our supply chain. The increasing concern over climate change also mayresult in more regional, federal, and/or global legal and regulatory requirements to reduce or mitigate the effects of greenhousegases. In the event that such regulation is enacted and is more aggressive than the climate risk mitigation measures that we arecurrently undertaking to monitor our emissions and improve our energy efficiency, we may experience significant increases in ourcosts of operation and delivery. In particular, increasing regulation of fuel emissions could substantially increase the distributionand supply chain costs associated with our products. Additionally, while we continue to take important steps to strive towardmitigation 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 couldnegatively affect our business and operations. From time to time, we establish strategies and expectations related to climate change and other environmental matters. Ourability to achieve any such strategies or expectations is subject to numerous factors and conditions, many of which are outside ofour control. Examples of such factors include, but are not limited to, evolving regulatory and other standards, processes, andassumptions, 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 ordisruptions our supply chain, and changes in carbon markets. Failures or delays (whether actual or perceived) in achieving ourstrategies 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 storeinformation, to manage and support a variety of business processes and activities, and to comply with regulatory, legal, and taxrequirements. Our information technology systems, some of which are dependent on services provided by third parties, may bevulnerable 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, securitybreaches, computer viruses or other malicious codes, ransomware, unauthorized access attempts, denial of service attacks,phishing, hacking, and other cyberattacks. While we have experienced threats to our data and systems, to date, we are not awarethat we have experienced a material breach. Cyberattacks are occurring more frequently, are constantly evolving in nature and arebecoming more sophisticated. Additionally, continued geopolitical turmoil, including the Russia-Ukraine military conflict, hasheightened the risk of cyberattacks. While we attempt to continuously monitor and mitigate against cyber risks, including throughleveraging multi-sourced threat intelligence, investing in new technologies, and developing third-party cybersecurity riskmanagement capability in support of strategic suppliers, we may incur significant costs in protecting against or remediatingcyberattacks 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. Inaddition, new technology that could result in greater operational efficiency may further expose our computer systems to the risk ofcyber-attacks. If we do not allocate and effectively manage the resources necessary to build and sustain the proper technologyinfrastructure 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 suffersevere damage, disruption, or shutdown, and our business continuity plans do not effectively resolve the issues in a timelymanner, our product sales, financial condition, and results of operations may be materially and adversely affected, and we couldexperience delays in reporting our financial results. In addition, there is a risk of business interruption, violation of data privacylaws and regulations, litigation, and reputational damage from leakage of confidential information. Any interruption of ourinformation technology systems could have operational, reputational, legal, and financial impacts that may have a material adverseeffect on our business. Additionally, we regularly move data across national borders to conduct our operations and, consequently, are subject to avariety 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 theEuropean Union General Data Protection Regulation. Our efforts to comply with privacy and data protection laws may imposesignificant costs and challenges that are likely to increase over time. 17 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 experiencedmanagement team. In addition, our ability to achieve our operating goals depends on our ability to identify, hire, train, and retainqualified individuals. If key employees terminate their employment, including by becoming ill as a result of the COVID-19pandemic, our business activities may be adversely affected. Our business activities may also be adversely affected if we areunable to locate suitable replacements for any key employees who leave or offer employment to potential replacements onreasonable terms. We compete with other companies both within and outside of our industry for talented personnel. If we do not successfullycompete for the best talent, our business activities may be adversely affected. A number of factors may adversely affect the labor force available to us or increase labor costs, including high employmentlevels, federal unemployment subsidies, including unemployment benefits offered in response to the COVID-19 pandemic, andother government regulations, unemployment programs, and volatility in general macroeconomic factors impacting the labormarket. Although we have not experienced any material labor shortage to date, we have recently observed an overall tighteningand increasingly competitive labor market. A sustained labor shortage or increased turnover rates within our employee base (orwithin the employee base of key suppliers or third-party manufacturers), could negatively affect our supply chain or our ability toefficiently 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, andseverance 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 interestrates, mortality rates, health care costs, early retirement rates, investment returns, and the market value of plan assets can affect thefunded status of our defined benefit plans and cause volatility in the future funding requirements of the plans. A significantincrease in our wage and benefit costs, pension obligations, or future funding requirements could have a negative impact on ourresults 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 andnegatively impact our net worth. As of May 29, 2022, we had goodwill of $11.33 billion and other intangibles of $3.85 billion. The net carrying value ofgoodwill represents the fair value of acquired businesses in excess of identifiable assets and liabilities as of the acquisition date (orsubsequent 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), netof accumulated amortization. Goodwill and other acquired intangibles expected to contribute indefinitely to our cash flows are notamortized, but must be evaluated by management at least annually for impairment. Amortized intangible assets are evaluated forimpairment whenever events or changes in circumstance indicate that the carrying amounts of these assets may not berecoverable. Impairments to goodwill and other intangible assets may be caused by factors outside our control, such as theinability to quickly replace lost co-manufacturing business, increasing competitive pricing pressures, lower than expected revenueand profit growth rates, changes in industry EBITDA (earnings before interest, taxes, depreciation and amortization) 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. 18 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 asignificant and valuable aspect of our business. We attempt to protect our intellectual property rights by pursuing remediesavailable to us under trademark, copyright, trade secret, and patent laws, as well as entering into licensing, third-partynondisclosure and assignment agreements and policing of third-party misuses of our intellectual property. If we fail to adequatelyprotect the intellectual property rights we have now or may acquire in the future, or if there occurs any change in law or otherwisethat serves to reduce or remove the current legal protections of our intellectual property, then our financial results could bematerially and adversely affected. Certain of our intellectual property rights, including the P.F. Chang's®, Bertolli®, and Libby's® trademarks, are owned bythird parties and licensed to us, and others, such as Alexia®, are owned by us and licensed to third parties. While many of theselicensing arrangements are perpetual in nature, others must be periodically renegotiated or renewed pursuant to their terms. If inthe future we are unable to renew such a licensing arrangement pursuant to its terms and conditions, or if we fail to renegotiatesuch 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, ortechnology. 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 suchclaims, we may be subject to, among other things, significant damages, injunctions against development and sale of certainproducts, or we may be required to enter into costly licensing agreements, any of which could have an adverse impact on ourbusiness, financial condition, and results of operations. ITEM 1B. UNRESOLVED STAFF COMMENTS None. ITEM 2. PROPERTIES Our headquarters are located in Chicago, Illinois. Other general offices, shared service centers, and product developmentfacilities 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, China, Mexico, Panama, and the Philippines. We maintain a number of stand-alone distribution facilities. In addition, there are warehouses at most of our manufacturingfacilities. Utilization of manufacturing capacity varies by manufacturing plant based upon the type of products assigned and the levelof demand for those products. Management believes that our manufacturing and processing plants are well maintained and aregenerally adequate to support the current operations of the business. As of July 21, 2022, we had thirty-eight 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 theownership 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 relatedmanufacturing equipment are leased. Substantially all of our transportation equipment and forward-positioned distribution centerscontaining 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 byeach reporting segment can change over time. Therefore, it is impracticable to disclose them by segment. 19ITEM 3. LEGAL PROCEEDINGS For information on legal proceedings, please refer to Note 15 "Contingencies," to the Consolidated Financial Statements contained in this report. ITEM 4. MINE SAFETY DISCLOSURES Not applicable. 20 ITEM 3. LEGAL PROCEEDINGS For information on legal proceedings, please refer to Note 15 "Contingencies," to the Consolidated Financial Statements contained in this report. ITEM 4. MINE SAFETY DISCLOSURES Not applicable. 20 PART II ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES Our common stock is listed on the New York Stock Exchange, where it trades under the ticker symbol: CAG. At June 26, 2022, there were approximately 13,513 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 2022. ITEM 6. [RESERVED] The Company adopted the amendment to Item 301 of Regulation S-K and is no longer required to provide five years of selected financial data. 21 PART II ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES Our common stock is listed on the New York Stock Exchange, where it trades under the ticker symbol: CAG. At June 26, 2022, there were approximately 13,513 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 2022. ITEM 6. [RESERVED] The Company adopted the amendment to Item 301 of Regulation S-K and is no longer required to provide five years of selected financial data. 21 ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion and analysis is intended to provide a summary of significant factors relevant to our financialperformance and condition. The discussion and analysis should be read together with our consolidated financial statements andrelated notes in Item 8, Financial Statements and Supplementary Data. Results for the fiscal year ended May 29, 2022 are notnecessarily indicative of results that may be attained in the future. FORWARD-LOOKING STATEMENTS The information contained in this report includes forward-looking statements within the meaning of the federal securitieslaws. 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 arenot 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 orresults. 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 actualresults to differ materially from the expectations expressed in or implied by such forward-looking statements. These risks,uncertainties, and factors include, among other things: the risk that the cost savings and any other synergies from the acquisitionof Pinnacle Foods, Inc. (the "Pinnacle acquisition") may not be fully realized or may take longer to realize than expected; the riskthat the Pinnacle acquisition may not be accretive within the expected timeframe or to the extent anticipated; the risks that thePinnacle acquisition and related integration will create disruption to the Company and its management and impede the achievementof business plans; risks related to our ability to achieve the intended benefits of other recent acquisitions and divestitures; risksassociated with general economic and industry conditions; risks associated with our ability to successfully execute our long-termvalue creation strategies; risks related to our ability to deleverage on currently anticipated timelines, and to continue to accesscapital on acceptable terms or at all; risks related to our ability to execute operating and restructuring plans and achieve targetedoperating efficiencies from cost-saving initiatives, and to benefit from trade optimization programs; risks related to theeffectiveness of our hedging activities and ability to respond to volatility in commodities; risks related to the Company'scompetitive environment and related market conditions; risks related to our ability to respond to changing consumer preferencesand the success of our innovation and marketing investments; risks related to the ultimate impact of any product recalls andlitigation, including litigation related to the lead paint and pigment matters, as well as any securities litigation, including securitiesclass action lawsuits; risk associated with actions of governments and regulatory bodies that affect our businesses, including theultimate impact of new or revised regulations or interpretations; risks related to the impact of the COVID-19 pandemic on ourbusiness, suppliers, consumers, customers, and employees; risks related to our forecasts of consumer eat-at-home habits as theimpacts of the COVID-19 pandemic abate; risks related to the availability and prices of supply chain resources, including rawmaterials, packaging, and transportation, including any negative effects caused by changes in inflation rates, weather conditions,health pandemics or outbreaks of disease, actual or threatened hostilities or war, or other geopolitical uncertainty; disruptions orinefficiencies in our supply chain and/or operations, including from the COVID-19 pandemic; risks related to disruptions in theglobal economy caused by the ongoing conflict between Russia and Ukraine; risks associated with actions by our customers,including changes in distribution and purchasing terms; risks and uncertainties associated with intangible assets, including anyfuture goodwill or intangible assets impairment charges; risks related to a material failure in or breach of our or our vendors'information technology systems; the amount and timing of future dividends, which remain subject to Board approval and dependon market and other conditions; risks related to the Company’s ability to execute on its strategies or achieve expectations relatedto environmental, social, and governance matters, including as a result of evolving legal, regulatory, and other standardsprocesses, and assumptions, the pace of scientific and technological developments, increased costs, the availability of requisitefinancing, and changes in carbon markets; and other risks described in our reports filed from time to time with the SEC. We cautionreaders not to place undue reliance on any forward-looking statements included in this report, which speak only as of the date ofthis 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 containedin this report. Results for fiscal 2022 are not necessarily indicative of results that may be attained in the future. 22 EXECUTIVE OVERVIEW Conagra Brands, headquartered in Chicago, is one of North America's leading branded food companies. Guided by anentrepreneurial spirit, the Company combines a rich heritage of making great food with a sharpened focus on innovation. TheCompany's portfolio is evolving to satisfy people's changing food preferences. Its iconic brands such as Birds Eye®, MarieCallender's®, Banquet®, Healthy Choice®, Slim Jim®, Reddi-wip®, and Vlasic®, as well as emerging brands, including Angie's®BOOMCHICKAPOP®, Duke's®, Earth Balance®, Gardein®, and Frontera®, offer choices for every occasion. Fiscal 2022 Results Fiscal 2022 performance compared to fiscal 2021 reflected an increase in net sales, with organic (excludes the impacts offoreign exchange and divested businesses) increases in all of our operating segments. Overall gross profit decreased primarily as aresult of input cost inflation, higher transportation costs, elevated supply chain operating costs due, in part, to disruptions in theavailability of labor and certain materials, and lost profits from divested businesses, which were partially offset by higher organicnet sales, supply chain realized productivity, cost synergies associated with the Pinnacle acquisition, and lower COVID-19pandemic-related expenses. Overall segment operating profit decreased in all of our operating segments. Corporate expenses werelower primarily due to items impacting comparability, as discussed below, in addition to lower share-based payment and deferredcompensation expense. Selling, general and administrative ("SG&A") expenses were higher primarily due to items impactingcomparability, partially offset by lower advertising and promotional expenses. We recognized higher equity method investmentearnings, lower interest expense, higher income tax expense, in each case compared to fiscal 2021. Excluding items impactingcomparability, our effective tax rate was slightly higher compared to fiscal 2021. Diluted earnings per share in fiscal 2022 were $1.84. Diluted earnings per share in fiscal 2021 were $2.66. Diluted earnings pershare were affected by lower net income as well as several significant items affecting the comparability of year-over-year results ofcontinuing operations (see "Items Impacting Comparability" below). During fiscal 2022, we experienced higher than expected input cost inflation, including higher transportation and supplychain costs, that negatively impacted gross margins. We expect input cost inflation to persist in fiscal 2023. Supply chain realizedproductivity and pricing actions will mitigate some of the inflationary pressures and are expected to improve margins more heavilyin the third and fourth quarters of fiscal 2023. As our estimates of inflation for fiscal 2023 continue to change, it is impractical toquantify the impact at this time. Although we are a North American focused company with no operations in or direct exposure to Russia and Ukraine, wehave experienced shortages in materials and increased costs for transportation, energy, and raw materials due in part to thenegative impact of the Russia-Ukraine military conflict on the global economy. To date, the conflict between Russia and Ukrainehas not had a material impact on our business, financial condition, or result of operations. Items Impacting Comparability Items of note impacting comparability of results for continuing operations 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 ofcertain brand intangible assets, •charges totaling $70.1 million ($60.4 million after-tax) related to the impairment of businesses 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, forwhich any associated tax benefits are still under review with the IRS, •an income tax benefit of $16.1 million related to the settlement of certain tax matters that were previously reserved and arelease 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, 23 •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. Items of note impacting comparability of results from continuing operations for fiscal 2021 included the following: •a non-cash income tax benefit of $115.6 million associated with a restructuring of our ownership interest in the ArdentMills joint venture, which primarily relates to a release of a valuation allowance due to the generation of capital gains, •charges totaling $90.9 million ($69.9 million after-tax) related to the impairment of certain brand intangible assets, •charges totaling $77.9 million ($58.3 million after-tax) in connection with our restructuring plans, •charges totaling $68.7 million ($51.5 million after-tax) related to the early extinguishment of debt, •a gain of $65.5 million ($34.5 million after-tax) associated with the divestiture of certain businesses, •an income tax benefit of $37.0 million related to a release of valuation allowance associated with the divestiture of certainbusinesses, •an income tax benefit of $7.6 million related to certain final tax regulations on prior year federal tax matters, •consulting expenses totaling $7.2 million ($5.4 million after-tax) primarily associated with securing tax benefits for a newproduction facility (the associated tax benefits will be recognized in future periods), •a loss of $7.1 million ($5.3 million after-tax) related to the early exit of an unfavorable contract associated with a recentdivestiture, and •charges totaling $5.7 million ($4.3 million after-tax) associated with costs incurred for acquisitions and divestitures. Segment presentation of gains and losses from derivatives used for economic hedging of anticipated commodity input costsand economic hedging of foreign currency exchange rate risks of anticipated transactions are discussed in the segment reviewbelow. Divestitures During the fourth quarter of fiscal 2021, we completed the sale of our Egg Beaters® business for net proceeds of $50.7million. The results of operations of the divested Egg Beaters® business were primarily included in our Refrigerated & Frozensegment, and to a lesser extent within our International and Foodservice segments, for the periods preceding the completion of thetransaction. During the third quarter of fiscal 2021, we completed the sale of our Peter Pan® peanut butter business for net proceeds of$101.5 million. The results of operations of the divested Peter Pan® peanut butter business were primarily included in our Grocery& Snacks segment, and to a lesser extent within our International and Foodservice segments, for the periods preceding thecompletion of the transaction. During the third quarter of fiscal 2020, we completed the sale of our Lender’s® bagel business for net proceeds of $33.3million. The results of operations of the divested Lender's® bagel business were primarily included in our Refrigerated & Frozensegment, and to a lesser extent within our Foodservice segment, for the periods preceding the completion of this transaction. During the second quarter of fiscal 2020, we completed the sale of our Direct Store Delivery ("DSD") snacks business, fornet proceeds of $137.5 million. The results of operations of the divested DSD snacks business were included in our Grocery &Snacks segment for the periods preceding the completion of the transaction. 24 Restructuring Plans In December 2018, the Board approved a restructuring and integration plan related to the ongoing integration of theoperations of Pinnacle (such plan the "Pinnacle Integration Restructuring Plan"), for the purpose of achieving significant costsynergies between the companies, as a result of which we expect to incur material charges for exit and disposal activities underU.S. generally accepted accounting principles ("U.S. GAAP"). We expect to incur approximately $346.9 million of charges ($284.3million of cash charges and $62.6 million of non-cash charges) for actions identified to date under the Pinnacle IntegrationRestructuring Plan. The Board and/or our senior management have authorized incurrence of these charges. We recognized chargesof $19.6 million, $31.7 million, and $73.8 million in connection with the Pinnacle Integration Restructuring Plan in fiscal 2022, 2021,and 2020, respectively. We expect to incur costs related to the Pinnacle Integration Restructuring Plan over a multi-year period. In fiscal 2019, senior management initiated a restructuring plan for costs incurred in connection with actions taken toimprove SG&A expense effectiveness and efficiencies and to optimize our supply chain network (the "Conagra RestructuringPlan"). Although we remain unable to make good faith estimates relating to the entire Conagra Restructuring Plan, we are reportingon actions initiated through the end of fiscal 2022, including the estimated amounts or range of amounts for each major type ofcost expected to be incurred, and the charges that have resulted or will result in cash outflows. As of May 29, 2022, we hadapproved the incurrence of $180.6 million ($53.8 million of cash charges and $126.8 million of non-cash charges) for several projectsassociated with the Conagra Restructuring Plan. We have incurred or expect to incur $148.4 million of charges ($46.4 million of cashcharges and $102.0 million of non-cash charges) for actions identified to date under the Conagra Restructuring Plan. Werecognized charges of $29.4 million, $46.2 million, and $64.4 million in connection with the Conagra Restructuring Plan in fiscal2022, 2021, and 2020, respectively. We expect to incur costs related to the Conagra Restructuring Plan over a multi-year period. COVID-19 Pandemic We continue to monitor the impact of the COVID-19 pandemic on all aspects of our business. Throughout fiscal 2022, wecontinued to experience elevated demand for our products in the retail segments versus pre-pandemic levels, but volumes werelower compared to fiscal 2021, primarily due to the elasticity impact from inflation-driven pricing actions. We experienced higherdemand for our foodservice products across all of our major markets during fiscal 2022 compared to fiscal 2021 as consumer trafficin away-from-home food outlets continue to recover from the impacts of the pandemic. We incurred $69.8 million of supply chaincosts associated with the COVID-19 pandemic during fiscal 2022, which was a decrease in comparison to fiscal 2021. As we continue into fiscal 2023, we generally expect retail demand levels to remain elevated versus pre-pandemic levels andwe continue to expect foodservice demand levels to return to more historical norms. However, uncertainty remains with thepandemic and such trends ultimately depend on the length and severity of the pandemic, inclusive of the introduction of newstrains and variants of the virus; infection rates in the markets where we do business; the federal, state, and local governmentactions taken in response; vaccine effectiveness; and the macroeconomic environment. In fiscal 2023, we continue to expect to seeinflationary headwinds but anticipate that gross margins will begin to benefit from sales price increases and other cost savingsmeasures. We also continue to expect a decrease in costs related to the COVID-19 pandemic and a decrease in supply chain costsas we focus on realized productivity initiatives. We will continue to evaluate the extent to which the COVID-19 pandemic willimpact our business, consolidated results of operations, and financial condition. We have experienced some challenges in connection with the COVID-19 pandemic, including with respect to the supply ofour ingredients, packaging, or other sourced materials. Despite these challenges, all of our production facilities remain open. Wecannot predict the ultimate COVID-19 impact on our suppliers, distributors, and manufacturers. SEGMENT REVIEW We reflect our results of operations in four reporting segments: Grocery & Snacks, Refrigerated & Frozen, International, andFoodservice. Grocery & Snacks The Grocery & Snacks reporting segment principally includes branded, shelf-stable food products sold in various retailchannels in the United States. 25 Refrigerated & Frozen The Refrigerated & Frozen reporting segment principally includes branded, temperature-controlled food products sold invarious retail channels in the United States. International The International reporting segment principally includes branded food products, in various temperature states, sold invarious retail and foodservice channels outside of the United States. Foodservice The Foodservice reporting segment includes branded and customized food products, including meals, entrees, sauces, and avariety of custom-manufactured culinary products that are packaged for sale to restaurants and other foodservice establishmentsprimarily 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 accountingtreatment. We believe these derivatives provide economic hedges of certain forecasted transactions. As such, these derivativesare generally recognized at fair market value with realized and unrealized gains and losses recognized in general corporateexpenses. The gains and losses are subsequently recognized in the operating results of the reporting segments in the period inwhich the underlying transaction being economically hedged is included in earnings. In the event that management determines aparticular derivative entered into as an economic hedge of a forecasted commodity purchase has ceased to function as aneconomic hedge, we cease recognizing further gains and losses on such derivatives in corporate expense and begin recognizingsuch 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 29, 2022 and May30, 2021. For a discussion of changes from the fiscal year ended May 31, 2020 to the fiscal year ended May 30, 2021, refer to Part II,Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, of our Annual Report on Form10-K for the fiscal year ended May 30, 2021 (filed July 23, 2021). Fiscal 2022 compared to Fiscal 2021 Net Sales ($ in millions) Fiscal 2022 Fiscal 2021 % Inc Reporting Segment Net Sales Net Sales (Dec) Grocery & Snacks $4,697.4 $4,624.7 2%Refrigerated & Frozen 4,859.3 4,774.6 2%International 970.8 938.6 3%Foodservice 1,008.4 846.8 19%Total $11,535.9 $11,184.7 3% Net sales for fiscal 2022 in our Grocery & Snacks segment included a decrease in volumes of 4%, excluding the impact ofdivestitures, compared to the prior-year period. This result was primarily due to lapping the prior year's surge in at-home foodconsumption from the COVID-19 pandemic and replenishment of customer inventory levels in connection with the COVID-19pandemic coupled with the elasticity impact from inflation-driven pricing actions. Price/mix increased 7%, excluding the impact ofdivestitures, compared to the prior-year period due to favorability in inflation-driven pricing coupled with favorable brand mix,partially offset by a benefit in the prior-year period of $7.4 million related to a change in estimate associated with our fiscal2020 fourth quarter trade accrual. Fiscal 2021 included $34.7 million of net sales related to our Peter Pan® peanut butter business,which was sold in the third quarter of fiscal 2021. Fiscal 2021 included $3.6 million of net sales related to our H.K. Anderson®business, which was sold in the second quarter of fiscal 2021. 26 Net sales for fiscal 2022 in our Refrigerated & Frozen segment included a decrease in volumes of 5%, excluding the impact ofdivestitures, compared to fiscal 2021. The decrease in sales volumes was primarily due to lapping the prior year's surge in at-homefood consumption from the COVID-19 pandemic and replenishment of inventory levels in connection with the COVID-19 pandemiccoupled with the elasticity impact from inflation-driven pricing actions and supply constraints. Price/mix increased 8% for fiscal2022, excluding the impact of divestitures, compared to fiscal 2021 primarily driven by favorability in inflation-driven pricingcoupled with favorable brand mix, partially offset by a benefit in the prior-year period of $7.4 million related to a change in estimateassociated with our fiscal 2020 fourth quarter trade accrual. Fiscal 2021 included $40.8 million of net sales related to our EggBeaters® business, which was sold in the fourth quarter of fiscal 2021. Net sales for fiscal 2022 in our International segment reflected a 5% decrease in volumes, a 2% increase due to favorableforeign exchange rates, and a 7% increase in price/mix, excluding the impact of divestitures, in each case compared to fiscal 2021.The decrease in volumes was driven by lapping the prior year's surge in at-home food demand from the COVID-19 pandemiccoupled with the elasticity impact from inflation-driven pricing actions. The increase in price/mix was primarily due to favorabilityin inflation-driven pricing and favorable product mix, partially offset by a benefit in the prior-year period of $2.8 million related to achange in estimate associated with our fiscal 2020 fourth quarter trade accrual. Fiscal 2021 included $1.4 million of net sales relatedto our Peter Pan® peanut butter business. Net sales for fiscal 2022 in our Foodservice segment included an increase in volumes of 11%, excluding the impact ofdivestitures, compared to the prior-year period. The increase in volume reflected the continued recovery of away-from-home foodoutlets from the impacts of the COVID-19 pandemic, partially offset by the elasticity impact from inflation-driven pricing actions.Price/mix, excluding the impact of divestitures, increased 8% in fiscal 2022 compared to fiscal 2021, reflecting inflation-drivenpricing and favorable product mix. Fiscal 2021 included $1.0 million and $0.6 million of net sales related to our Peter Pan® peanutbutter business and H.K. Anderson® business, respectively. SG&A Expenses (Includes general corporate expenses) SG&A expenses totaled $1.49 billion for fiscal 2022, an increase of $89.8 million compared to fiscal 2021. SG&A expenses forfiscal 2022 reflected the following: Items impacting 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 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. Other changes in expenses compared to fiscal 2021 •a decrease in share-based payment and deferred compensation expense of $58.0 million, due to market declines, areduction of estimated level of achievement of certain performance targets, and a decrease in our share price, •an increase in salary, wage, and fringe benefit expense of $19.8 million, •a decrease in advertising and promotion expense of $13.4 million driven by lapping increased investment in the prioryear period, 27a decrease in incentive compensation expense of $13.1 million, due to exceeding certain performance targets in the prior year period, an increase of $10.6 million in foreign currency transaction gains/losses, primarily due to prior year gains on remeasuring certain intercompany notes payable, an increase of $10.2 million in self-insurance expense due to favorable claim development in the prior year, a decrease in consulting and professional fees of $8.2 million, an increase in information technology-related expenses of $8.0 million, a decrease in incentive compensation expense of $13.1 million, due to exceeding certain performance targets in the prior a decrease of $5.9 million in commission expense due to our transition away from certain third-party brokers, and year period, an increase in travel and entertainment expense of $5.7 million. an increase of $10.6 million in foreign currency transaction gains/losses, primarily due to prior year gains on remeasuring certain intercompany notes payable, SG&A expenses for fiscal 2021 included the following items impacting the comparability of earnings: • • • • • an increase of $10.2 million in self-insurance expense due to favorable claim development in the prior year, charges of $90.9 million related to the impairment of certain brand intangible assets, a decrease in consulting and professional fees of $8.2 million, charges of $68.7 million associated with the early extinguishment of debt, an increase in information technology-related expenses of $8.0 million, • • • • gains totaling $65.5 million related to divestitures of certain businesses, a decrease of $5.9 million in commission expense due to our transition away from certain third-party brokers, and net charges of $40.8 million in connection with our restructuring plans, an increase in travel and entertainment expense of $5.7 million. • SG&A expenses for fiscal 2021 included the following items impacting the comparability of earnings: consulting expenses of $7.2 million primarily associated with securing tax benefits for a new production facility (the associated tax benefits will be recognized in future periods), charges of $90.9 million related to the impairment of certain brand intangible assets, a loss of $7.1 million related to the early exit of an unfavorable contract associated with a recent divestiture, charges of $68.7 million associated with the early extinguishment of debt, charges of $5.7 million associated with costs incurred for acquisitions and divestitures, and gains totaling $65.5 million related to divestitures of certain businesses, a net expense of $2.6 million related to a previous legal matter. • • • • • • • • • • • • • • • • net charges of $40.8 million in connection with our restructuring plans, Segment Operating Profit (Earnings before general corporate expenses, pension and postretirement non-service income, interest expense, net, income taxes, and equity method investment earnings) consulting expenses of $7.2 million primarily associated with securing tax benefits for a new production facility (the associated tax benefits will be recognized in future periods), • • a loss of $7.1 million related to the early exit of an unfavorable contract associated with a recent divestiture, ($ in millions) Reporting Segment Grocery & Snacks Refrigerated & Frozen International • Foodservice • charges of $5.7 million associated with costs incurred for acquisitions and divestitures, and a net expense of $2.6 million related to a previous legal matter. Fiscal 2022 Fiscal 2021 % Inc Operating Profit Operating Profit (Dec) $ 859.5 $ 561.1 106.7 60.3 1,092.7 836.5 131.8 80.0 (21)% (33)% (19)% (25)% 28 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) Reporting Segment Grocery & Snacks Refrigerated & Frozen International Foodservice Fiscal 2022 Fiscal 2021 % Inc Operating Profit Operating Profit (Dec) $ 859.5 $ 561.1 106.7 60.3 1,092.7 836.5 131.8 80.0 (21)% (33)% (19)% (25)% 28 Operating profit in our Grocery & Snacks segment for fiscal 2022 reflected a decrease in gross profits of $94.0 millioncompared to fiscal 2021. The lower gross profit was driven by the impacts of input cost inflation, higher inventory write-offs,unfavorable fixed cost leverage, elevated supply chain operating costs due, in part, to disruptions in the availability of labor andcertain materials, and a reduction in profit associated with the divestitures of our H.K. Anderson® and Peter Pan® peanut butterbusinesses, partially offset by the benefits of supply chain realized productivity, cost synergies associated with the Pinnacleacquisition, and a decrease in COVID-19 pandemic-related costs. Pandemic-related costs included investments in employee safetyprotocols, bonuses paid to supply chain employees, and costs necessary to meet elevated levels of demand. Operating profit ofthe Grocery & Snacks segment was impacted by charges of $9.4 million and $27.8 million related to our restructuring plans in fiscal2022 and 2021, respectively. Fiscal 2022 and 2021 included certain brand intangible impairment charges of $90.7 million and $13.0million, respectively. Fiscal 2022 included charges of $26.3 million related to the impairment of businesses held for sale. Fiscal 2021included gains totaling $55.1 million related to the divestitures of certain businesses. Advertising and promotion expenses forfiscal 2022 decreased by $6.0 million compared to fiscal 2021. Operating profit in our Refrigerated & Frozen segment for fiscal 2022 reflected a decrease in gross profits of $231.5 millioncompared to fiscal 2021 due the impacts of input cost inflation, unfavorable fixed cost leverage, elevated supply chain operatingcosts due, in part, to disruptions in the availability of labor and certain materials, higher inventory write-offs, and a reduction inprofit associated with the divestiture of our Egg Beaters® business, partially offset by the benefits of supply chain realizedproductivity, cost synergies associated with the Pinnacle acquisition, and a decrease in COVID-19 pandemic-related costs.Operating profit of the Refrigerated & Frozen segment was impacted by charges of $103.9 million and $76.9 million related to theimpairment of certain brand intangible assets during fiscal 2022 and 2021, respectively. Fiscal 2022 and 2021 included $14.5 millionand $26.8 million, respectively, of charges related to our restructuring plans. Operating profit of the Refrigerated & Frozen segmentincluded $28.9 million of charges related to the impairment of businesses held for sale and charges of $2.8 million associated with afire occurring at one of our manufacturing facilities in fiscal 2022. Fiscal 2021 also included a gain of $10.4 million related to thedivestiture of our Egg Beater's® business, reduced by a loss of $7.1 million related to the early exit of an unfavorable contractassociated with the divestiture. Advertising and promotion expenses for fiscal 2022 decreased by $8.1 million compared to fiscal2021. Operating profit in our International segment for fiscal 2022 reflected flat gross profits compared to fiscal 2021, reflecting thenet sales growth discussed above and the benefits of supply chain realized productivity, partially offset by the impacts of inputcost inflation. Operating profit of the International segment was impacted by charges of $14.4 million and $1.0 million related to theimpairment of certain brand intangible assets during fiscal 2022 and 2021, respectively. Operating profit in our Foodservice segment for fiscal 2022 reflected a decrease in gross profits of $3.0 million compared tofiscal 2021 driven by input cost inflation, elevated supply chain operating costs due, in part, to disruptions in the availability oflabor and certain materials, and higher inventory write-offs, which more than offset the net sales growth discussed above and thebenefits of supply chain realized productivity. Fiscal 2022 included charges of $14.9 million related to the impairment of businessesheld for sale and charges of $7.6 million associated with a fire occurring at one of our manufacturing facilities. Pension and Postretirement Non-service Income In fiscal 2022, pension and postretirement non-service income was $67.3 million, an increase of $12.8 million compared tofiscal 2021. Fiscal 2022 reflected lower interest costs and an increase in expected returns on plan assets. Interest Expense, Net In fiscal 2022, net interest expense was $379.9 million, a decrease of $40.5 million, or 10%, from fiscal 2021. The decrease wasdriven by a lower weighted average interest rate on outstanding debt. See Note 3, "Long-Term Debt", to the ConsolidatedFinancial Statements contained in this report for further discussion. Income Taxes Our income tax expense was $290.5 million and $193.8 million in fiscal 2022 and 2021, respectively. The effective tax rate(calculated as the ratio of income tax expense to pre-tax income from continuing operations, inclusive of equity method investmentearnings) was approximately 25% and 13% for fiscal 2022 and 2021, 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. 29 In fiscal 2021, we completed a restructuring of our ownership interest in the Ardent Mills joint venture, a milling business("Ardent Mills"), that utilized a portion of our capital loss carryforward prior to its expiration. After the restructuring, certainbalance sheet adjustments on Ardent Mills may impact our effective tax rate in future periods. Also in fiscal 2021, we completedseveral other transactions related to retained assets in conjunction with the divestitures of the Peter Pan® peanut butter and EggBeaters® businesses that we believe will utilize a portion of the remaining capital loss carryforward. These transactions weresubject to elections made in connection with filing our fiscal 2021 federal tax return. These elections are still under review by theInternal Revenue Service. These elections may result in increases to the tax basis in those assets and if successful would result intax benefits being realized in future periods. We expect our effective tax rate in fiscal 2023, 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 mostsignificant affiliate is the Ardent Mills joint venture. Our share of earnings from our equity method investment earningswere $145.3 million and $84.4 million for fiscal 2022 and 2021, respectively. Ardent Mills earnings for fiscal 2022 reflected the jointventure’s effective management through the recent volatility in the wheat markets. Earnings Per Share Diluted earnings per share in fiscal 2022 and 2021 were $1.84 and $2.66, respectively. The decrease in diluted earnings pershare reflected lower net income. See "Items Impacting Comparability" above as several significant items affected thecomparability of year-over-year results of operations. LIQUIDITY AND CAPITAL RESOURCES Sources of Liquidity and Capital The primary objective of our financing strategy is to maintain a prudent capital structure that provides us flexibility topursue our growth objectives. We use a combination of equity and short- and long-term debt. We use short-term debt principallyto finance ongoing operations, including our seasonal requirements for working capital (accounts receivable, prepaid expensesand other current assets, and inventories, less accounts payable, accrued payroll, and other accrued liabilities). We are committedto maintaining solid investment grade credit ratings. Management believes that existing cash balances, cash flows from operations, existing credit facilities, our commercial paperprogram, and access to capital markets will provide sufficient liquidity to meet our debt obligations, including any repayment ofdebt or refinancing of debt, working capital needs, planned capital expenditures, other contractual obligations, and payment ofanticipated quarterly dividends for at least the next twelve months. Borrowing Facilities and Long-Term Debt At May 29, 2022, we had a revolving credit facility (the "Revolving Credit Facility") with a syndicate of financial institutionsproviding for a maximum aggregate principal amount outstanding at any one time of $1.6 billion (subject to increase to a maximumaggregate principal amount of $2.1 billion with the consent of the lenders). The Revolving Credit Facility matures on July 11, 2024and is unsecured. The term of the Revolving Credit Facility may be extended for additional one-year or two-year periods from thethen-applicable maturity date on an annual basis. In the first quarter of fiscal 2022, we entered into an amendment to the RevolvingCredit Facility, which modified the ratio of funded debt to earnings before interest, taxes, depreciation, and amortization("EBITDA") financial covenant to require a ratio of not greater than 4.5 to 1.0 on a rolling four-quarter basis. We have historicallyused a credit facility principally as a back-up for our commercial paper program. As of May 29, 2022, there were no outstandingborrowings under the Revolving Credit Facility. We had $180.0 million outstanding under our commercial paper program as of May 29, 2022, and $705.7 million outstandingas of May 30, 2021. The highest level of borrowings during fiscal 2022 was $989.0 million. During the first quarter of fiscal 2022, we issued $500.0 million aggregate principal amount of 0.500% senior notes dueAugust 11, 2023. The proceeds were primarily used to refinance commercial paper borrowings. 30 Additional information about our long-term debt balances as of May 29, 2022 can be found in Note 3, "Long-Term Debt", tothe Consolidated Financial Statements contained in this report. The weighted-average coupon interest rate of the long-term debtobligations outstanding as of May 29, 2022, was approximately 4.4%. 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. Wecontinuously evaluate opportunities to refinance our debt; however, any refinancing is subject to market conditions and otherfactors, including financing options that may be available to us from time to time, and there can be no assurance that we will beable to successfully refinance any debt on commercially acceptable terms at all. As of the end of fiscal 2022, our senior long-term debt ratings were all investment grade. A significant downgrade in ourcredit ratings would not affect our ability to borrow amounts under the Revolving Credit Facility, although borrowing costs wouldincrease. A downgrade of our short-term credit ratings would impact our ability to borrow under our commercial paper program bynegatively 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 interestexpense 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 ona rolling four-quarter basis. As of May 29, 2022, 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 withrepurchase limits authorized by our Board. Under the share repurchase authorization, we may repurchase our shares periodicallyover several years, depending on market conditions and other factors, and may do so in open market purchases or privatelynegotiated transactions. The share repurchase authorization has no expiration date. During fiscal 2022, we repurchased 1.5 millionshares of our common stock under this authorization for an aggregate of $50.0 million. The Company’s total remaining sharerepurchase authorization as of May 29, 2022, was $1.07 billion. On April 14, 2022, we announced that our Board had authorized a quarterly dividend payment of $0.3125 per share, whichwas paid on June 1, 2022, to stockholders of record as of the close of business on April 29, 2022. Subsequent to our fiscal yearend, on July 21, 2022, our Board approved a 5.6% increase to our annualized dividend rate. The Board also approved a quarterlydividend of $0.33 per share to be paid on September 1, 2022 to stockholders of record as of the close of business on August 3,2022. 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 ouroutstanding long-term debt and notes payable balances, discussed above, our contractual obligations primarily consist oflease payments, income taxes, pension and postretirement benefits, and unconditional purchase obligations. A summary of our operating and finance lease obligations as of May 29, 2022 can be found in Note 14, "Leases", to theConsolidated Financial Statements contained in this report. The liability for gross unrecognized tax benefits related to uncertain tax positions was $62.9 million as of May 29, 2022. SeeNote 13, "Pre-Tax Income and Income Taxes", to the Consolidated Financial Statements contained in this report for informationrelated to income taxes. As of May 29, 2022, we had an aggregate funded pension asset of $162.1 million and an aggregate unfunded postretirementbenefit obligation totaling $61.4 million. We expect to make payments totaling approximately $12.4 million and $8.1 million in fiscal2023 to fund our pension and postretirement plans, respectively. See Note 17, "Pension and Postretirement Benefits", to theConsolidated Financial Statements and "Critical Accounting Estimates – Employee-Related Benefits" contained in this report forfurther discussion of our pension obligation and factors that could affect estimates of these obligations. 31 As of May 29, 2022, our unconditional purchase obligations (i.e., obligations to transfer funds in the future for fixed orminimum quantities of goods or services at fixed or minimum prices, such as "take-or-pay" contracts) totaled approximately $2.63billion. Approximately $1.91 billion of this balance is due in fiscal 2023. Included in this amount are open purchase orders and othersupply agreements totaling approximately $1.70 billion, which are generally settleable in the ordinary course of business in lessthan one year. Some are not legally binding and/or may be cancellable. Warehousing service agreements totaling approximately$375 million make up a majority of our remaining unconditional purchase obligations with various terms of up to 10 years. Capital Expenditures We continue to make investments in our business and operating facilities. Our preliminary estimate of capital expendituresfor fiscal 2023 is approximately $500 million. Supplier Arrangements We offer certain suppliers access to a third-party service that allows them to view our scheduled payments online. The third-party service also allows suppliers to finance advances on our scheduled payments at the sole discretion of the supplier and thethird party. We have no economic interest in these financing arrangements and no direct relationship with the suppliers, the thirdparty, or any financial institutions concerning this service. All balances remain as obligations to our suppliers as stated in oursupplier agreements and are reflected in accounts payable within our Consolidated Balance Sheets. The associated payments areincluded in net cash flows from operating activities within our Consolidated Statements of Cash Flows. As of May 29, 2022 andMay 30, 2021, $378.3 million and $279.3 million, respectively, of our total accounts payable was payable to suppliers who utilize thisthird-party service. The program commenced at about the same time that we began an initiative to negotiate extended payment terms with oursuppliers. Although difficult to predict, we generally expect the incremental cash flow benefits associated with these extendedpayment terms to increase at a slower rate in the future. A number of factors may impact our future payment terms, including ourrelative creditworthiness, overall market liquidity, and changes in interest rates and other general economic conditions. Cash Flows In fiscal 2022, we generated $3.1 million of cash, which was the net result of $1.18 billion generated from operating activities,$434.9 million used in investing activities, $738.0 million used in financing activities, and a decrease of $1.3 million due to theeffects of changes in foreign currency exchange rates. Cash generated from operating activities totaled $1.18 billion in fiscal 2022, as compared to $1.47 billion generated in fiscal2021. The decrease in operating cash flows for fiscal 2022 compared to fiscal 2021 was primarily driven by lower gross profits,which reflect the impact of realized input cost inflation and higher transportation costs. This was partially offset by decreasedinterest and pension contribution payments and increased equity method investment distributions received in fiscal 2022compared to fiscal 2021. Operating cash flows in fiscal 2021 also benefited from the deferral of $33.9 million of employer payrolltaxes under the Coronavirus Aid, Relief, and Economic Security Act. Payments totaling 50% of such amounts were made in thethird quarter of fiscal 2022 and remaining payments will occur in the third quarter of fiscal 2023. Changes in working capital werenegatively impacted by increased accounts receivables resulting from inflation-driven pricing actions, offset by a smaller degree ofinventory build relative to prior year. Cash used in investing activities totaled $434.9 million in fiscal 2022 compared to $340.3 million in fiscal 2021. Net cashoutflows from investing activities in fiscal 2022 and 2021 consisted primarily of capital expenditures totaling $464.4 million and$506.4 million, respectively. Investing cash flows for fiscal 2021 also included proceeds totaling $160.9 million from the sale of ourEgg Beaters®, Peter Pan® peanut butter, and H.K. Anderson® businesses. Cash used in financing activities totaled $738.0 million in fiscal 2022 compared to $1.61 billion in fiscal 2021. Financingactivities in fiscal 2022 principally reflect net proceeds of $499.1 million from the issuance of $500.0 million aggregate principalamount of long-term debt, net short-term borrowing repayments of $523.1 million, cash dividends paid of $581.8 million, andcommon stock repurchases of $50.0 million. Financing activities in fiscal 2021 reflect repayments of long-term debt of $2.51 billion,the issuance of long-term debt totaling $988.2 million, net short-term borrowings of $706.3 million, cash dividends paid of $474.6million, and common stock repurchases of $298.1 million. 32 Cash Held by International Subsidiaries The Company had cash and cash equivalents of $83.3 million at May 29, 2022, and $79.2 million at May 30, 2021, of which$74.7 million at May 29, 2022, and $72.4 million at May 30, 2021, was held in foreign countries. A deferred tax liability is provided forcertain undistributed foreign earnings in fiscal 2022 that are not considered to be indefinitely reinvested or cannot be remitted in atax-neutral transaction. Other undistributed foreign earnings are invested indefinitely and therefore we have not provided deferredtaxes on those earnings. CRITICAL ACCOUNTING ESTIMATES The process of preparing financial statements requires the use of estimates on the part of management. The estimates usedby management are based on our historical experiences combined with management's understanding of current facts andcircumstances. Certain of our accounting estimates are considered critical as they are both important to the portrayal of ourfinancial condition and results and require significant or complex judgment on the part of management. The following is a summaryof certain accounting estimates considered critical by management. Our Audit/Finance Committee has reviewed management's development, selection, and disclosure of the critical accountingestimates. Marketing Costs—We offer various forms of trade promotions which are mostly recorded as a reduction in revenue. Themethodologies for determining these provisions are dependent on local customer pricing and promotional practices, which rangefrom contractually fixed percentage price reductions to provisions based on actual occurrence or performance. Our promotionalactivities are conducted either through the retail trade or directly with consumers and included activities such as in-store displaysand events, feature price discounts, consumer coupons, and loyalty programs. The costs of these activities are recognized as areduction of revenue at the time the related revenue is recorded, which normally precedes the actual cash expenditure. Therecognition of these costs therefore requires management judgment regarding the volume of promotional offers that will beredeemed by either the retail trade or consumer. These estimates are made using various techniques including historical data onperformance of similar promotional programs. Differences between estimated expense and actual redemptions are recognized as achange in management estimate in a subsequent period. We have recognized trade promotion liabilities of $125.9 million as of May 29, 2022. Changes in the assumptions used inestimating the cost of any individual customer marketing program would not result in a material change in our results of operationsor cash flows. Income Taxes—Our income tax expense is based on our income, statutory tax rates, and tax planning opportunities availablein the various jurisdictions in which we operate. Tax laws are complex and subject to different interpretations by the taxpayer andrespective governmental taxing authorities. Significant judgment is required in determining our income tax expense and inevaluating our tax positions, including evaluating uncertainties. Management reviews tax positions at least quarterly and adjuststhe balances as new information becomes available. Deferred income tax assets represent amounts available to reduce income taxespayable on taxable income in future years. Such assets arise because of temporary differences between the tax bases of assets andliabilities and their carrying amounts in our consolidated balance sheets, as well as from net operating loss and tax creditcarryforwards. Management evaluates the recoverability of these future tax deductions by assessing the adequacy of futureexpected taxable income from all sources, including reversal of taxable temporary differences, forecasted operating earnings, andavailable tax planning strategies. These estimates of future taxable income inherently require significant judgment. Managementuses historical experience and short and long-range business forecasts to develop such estimates. Further, we employ variousprudent and feasible tax planning strategies to facilitate the recoverability of future deductions. To the extent management doesnot 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 ConsolidatedFinancial Statements contained in this report. 33 Employee-Related Benefits—We incur certain employment-related expenses associated with our pension plans. In order tomeasure the annual expense associated with these pension benefits, management must make a variety of estimates including, butnot limited to, discount rates used to measure the present value of certain liabilities, assumed rates of return on assets set aside tofund these expenses, employee turnover rates, and anticipated mortality rates. The estimates used by management are based onour historical experience as well as current facts and circumstances. We use third-party specialists to assist management inappropriately measuring the expense associated with these pension benefits. Different estimates used by management could resultin 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 interestcost. We have recognized a pension liability of $114.9 million and $135.4 million as of the end of fiscal 2022 and 2021, respectively.We also have recognized a pension asset of $277.0 million and $245.0 million as of the end of fiscal 2022 and 2021, respectively, ascertain 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 expenseannually as of our measurement date, which is our fiscal year-end, or when measurement is required otherwise under U.S. GAAP. We recognized pension expense (benefit) from Company plans of $(54.4) million, $(38.3) million, and $5.9 million in fiscal2022, 2021, and 2020, respectively. Such amounts reflect the year-end write-off of actuarial losses (gains) in excess of 10% of ourpension liability of $(2.9) million, $0.8 million, and $44.8 million in fiscal 2022, 2021, and 2020, respectively. This also reflectedexpected returns on plan assets of $145.4 million, $140.0 million, and $170.2 million in fiscal 2022, 2021, and 2020, respectively. Wecontributed $11.5 million, $27.6 million, and $17.5 million to the pension plans of our continuing operations in fiscal 2022, 2021, and2020, respectively. We anticipate contributing approximately $12.4 million to our pension plans in fiscal 2023. 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 usingindividual spot rates derived from a high-quality corporate bond yield curve and matched with separate cash flows for each futureyear 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 costcomponent of our pension expense was 2.29% for fiscal 2022, 2.30% for fiscal 2021, and 3.51% for fiscal 2020. The weighted-average discount rate selected by us for determination of the service cost component of our pension expense was 3.50% for fiscal2022, 3.35% for fiscal 2021, and 4.04% for fiscal 2020. We selected a weighted-average discount rate of 4.74% and 4.09% fordetermination of service and interest expense, respectively, for fiscal 2023. A 25-basis point increase in our discount rateassumption as of the end of fiscal 2022 would increase our annual pension expense for our pension plans in fiscal 2022 by $3.6million. A 25-basis point decrease in our discount rate assumption as of the end of fiscal 2022 would decrease our annual pensionexpense for our pension plans in fiscal 2022 by $3.6 million. For our year-end pension obligation determination, we selecteddiscount rates of 4.48% and 3.04% for fiscal years 2022 and 2021, respectively. Another significant assumption used to account for our pension plans is the expected long-term rate of return on planassets. In developing the assumed long-term rate of return on plan assets for determining pension expense, we consider long-termhistorical 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, weselected 3.87% for the weighted-average expected long-term rate of return on plan assets for determining our fiscal 2022 pensionexpense. A 25-basis point increase/decrease in our weighted-average expected long-term rate of return assumption as of thebeginning of fiscal 2022 would decrease/increase annual pension expense for our pension plans by $9.4 million. We selected aweighted-average expected rate of return on plan assets of 4.56% to be used to determine our pension expense for fiscal 2023. A25-basis point increase/decrease in our expected long-term rate of return assumption as of the beginning of fiscal 2022 woulddecrease/increase annual pension expense for our pension plans by $8.0 million. 34 Business Combinations, Impairment of Long-Lived Assets (including property, plant and equipment), IdentifiableIntangible Assets, and Goodwill—We use the acquisition method in accounting for acquired businesses. Under the acquisitionmethod, our financial statements reflect the operations of an acquired business starting from the closing of the acquisition. Theassets acquired and liabilities assumed are recorded at their respective estimated fair values at the date of the acquisition. Anyexcess 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, inthe case of significant acquisitions we normally obtain the assistance of a third-party valuation specialist in estimating fair valuesof tangible and intangible assets. The fair value estimates are based on available historical information and on expectations andassumptions about the future, considering the perspective of marketplace participants. While management believes thoseexpectations and assumptions are reasonable, they are inherently uncertain. Unanticipated market or macroeconomic events andcircumstances 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 berecoverable. We generally compare undiscounted estimated future cash flows of an asset or asset group to the carrying values ofthe asset or asset group for property, plant and equipment. If the undiscounted estimated future cash flows exceed the carryingvalues of the asset or asset group, no impairment is recognized. If the undiscounted estimated future cash flows are less than thecarrying values of the asset or asset group, we write-down the asset or assets to their estimated fair values. The estimates of fairvalue 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 expectedto have indefinite lives based on their history and our plans to continue to support and build the acquired brands, while otheracquired intangible assets (e.g., customer relationships) are expected to have determinable useful lives. Our estimates of the usefullives of definite-lived intangible assets are primarily based upon historical experience, the competitive and macroeconomicenvironment, 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 ofsuch assets is determined to be less than their carrying amounts (i.e., assets are deemed to be impaired). Fair value is typicallyestimated using a discounted cash flow analysis, which requires us to estimate the future cash flows anticipated to be generatedby the particular asset being tested for impairment as well as to select a discount rate to measure the present value of theanticipated cash flows. When determining future cash flow estimates, we consider historical results adjusted to reflect current andanticipated operating conditions. Estimating future cash flows requires significant judgment by management in such areas asfuture economic conditions, industry-specific conditions, product pricing, and necessary capital expenditures. The use of differentassumptions or estimates for future cash flows could produce different impairment amounts (or none at all) for long-lived assetsand identifiable intangible assets. In assessing indefinite-lived intangible assets not subject to amortization for impairment, we have the option to perform aqualitative assessment to determine whether the existence of events or circumstances leads to a determination that it is more likelythan not that the fair value of such an intangible asset is less than its carrying amount. If we determine that it is not more likelythan not that the fair value of such an intangible asset is less than its carrying amount, then we are not required to perform anyadditional tests for assessing intangible assets for impairment. However, if we conclude otherwise or elect not to perform thequalitative assessment, then we are required to perform a quantitative impairment test that involves a comparison of the estimatedfair value of the intangible asset with its carrying value. If the carrying value of the intangible asset exceeds its fair value, animpairment loss is recognized in an amount equal to that excess. If we perform a quantitative impairment test in evaluating impairment of our indefinite lived brands/trademarks, we utilize a"relief from royalty" methodology. The methodology determines the fair value of each brand through use of a discounted cashflow model that incorporates an estimated "royalty rate" we would be able to charge a third party for the use of the particularbrand. When determining the future cash flow estimates, we estimate future net sales and a fair market royalty rate for eachapplicable brand and an appropriate discount rate to measure the present value of the anticipated cash flows. Estimating future netsales requires significant judgment by management in such areas as future economic conditions, product pricing, and consumertrends. In determining an appropriate discount rate to apply to the estimated future cash flows, we consider the current interestrate environment and our estimated cost of capital. 35 Goodwill is tested annually for impairment of value and whenever events or changes in circumstances indicate the carryingamount of the asset may be impaired. A significant amount of judgment is involved in determining if an indicator of impairment hasoccurred. Such indicators may include deterioration in general economic conditions, adverse changes in the markets in which anentity operates, increases in input costs that have negative effects on earnings and cash flows, or a trend of negative or decliningcash flows over multiple periods, among others. The fair value that could be realized in an actual transaction may differ from thatused to evaluate the impairment of goodwill. In testing goodwill for impairment, we have the option to first assess qualitative factors to determine whether the existenceof events or circumstances leads to a determination that it is more likely than not (more than 50%) that the estimated fair value of areporting unit is less than its carrying amount. If we elect to perform a qualitative assessment and determine that an impairment ismore likely than not, we are then required to perform a quantitative impairment test, otherwise no further analysis is required. Wealso may elect not to perform the qualitative assessment and, instead, proceed directly to the quantitative impairment test. Under the qualitative assessment, various events and circumstances that would affect the estimated fair value of a reportingunit are identified (similar to impairment indicators above). Furthermore, management considers the results of the most recentquantitative impairment test completed for a reporting unit and compares the weighted average cost of capital between the currentand prior years for each reporting unit. Under the quantitative impairment test, the evaluation involves comparing the current fair value of each reporting unit to itscarrying value, including goodwill. Fair value is typically estimated using a discounted cash flow analysis, which requires us toestimate the future cash flows anticipated to be generated by the reporting unit being tested for impairment as well as to select arisk-adjusted discount rate to measure the present value of the anticipated cash flows. When determining future cash flowestimates, we consider historical results adjusted to reflect current and anticipated operating conditions. We estimate cash flowsfor the reporting unit over a discrete period (typically five years) and the terminal period (considering expected long term growthrates and trends). Estimating future cash flows requires significant judgment by management in such areas as future economicconditions, industry-specific conditions, product pricing, and necessary capital expenditures. The use of different assumptions orestimates for future cash flows or significant changes in risk-adjusted discount rates due to changes in market conditions couldproduce substantially different estimates of the fair value of the reporting unit. As of May 29, 2022, we have goodwill of $11.33 billion, indefinite-lived intangibles of $3.06 billion and definite-livedintangibles of $791.5 million. Historically, we have experienced impairments in brand intangibles and goodwill as a result ofdeclining sales and other economic conditions. For instance, in fiscal 2022, 2021, and 2020, we recorded total intangiblesimpairments of $209.0 million, $90.9 million, and $165.5 million respectively, primarily related to our recently acquired Pinnaclebrands. With the addition of Pinnacle intangibles that were recorded at fair value in fiscal 2019, we continue to be more susceptibleto impairment charges in the future if our long-term sales forecasts, royalty rates, and other assumptions change as a result oflower than expected performance or other economic conditions. We will monitor these assumptions as management continues toachieve gross margin improvement, and long-term sales growth on certain key brands acquired in the acquisition including, butnot limited to, Birds Eye®, Duncan Hines®, Gardein® and Vlasic®. During the first quarter of fiscal 2023 (on June 27, 2022), management reorganized its internal reporting structure for certainbrands within two reporting units in our Refrigerated & Frozen segment. This change in management reporting requires us toreassign goodwill between the two reporting units and complete a goodwill impairment test both prior to and subsequent to thechange. As outlined in Note 7, "Goodwill and Other Identifiable Intangible Assets", to the Consolidated Financial Statementcontained in this report, our Sides, Components, Enhancers reporting unit had approximately 20% excess fair value over carryingvalue as of our most recent annual impairment test in the fourth quarter of fiscal 2022. A significant input in estimating the fair valueof a reporting unit is the discount rate. We used a discount rate for our Sides, Components, Enhancers reporting unit of 6.50% inour most recent goodwill impairment test. A 100-basis point increase in our discount rate would result in less than 2% excess of fairvalue over carrying value in this reporting unit with all other assumptions unchanged from our most recent quantitative impairmenttest. 36 Assumptions used in impairment testing are made at a point in time and require significant judgment; therefore, they aresubject to change based upon the facts and circumstances present at each impairment test date. We have not completed ourgoodwill impairment assessment necessitated by the change in internal reporting structure, but we believe it is likely that we willincur a material impairment charge in the first quarter of fiscal 2023 as a result of current economic conditions, including asignificant increase in interest rates since our last quantitative goodwill impairment test. Any implied goodwill impairment wouldalso trigger a reassessment of fair value for our indefinite-lived intangibles that are within the respective reporting unit and mayalso result in a material impairment charge. ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK The principal market risks affecting us during fiscal 2022 and 2021 were exposures to price fluctuations of commodity andenergy inputs, interest rates, and foreign currencies. Commodity Market Risk We purchase commodity inputs such as wheat, corn, oats, soybean meal, soybean oil, meat, dairy products, nuts, sugar,natural gas, electricity, and packaging materials to be used in our operations. These commodities are subject to price fluctuationsthat may create price risk. We enter into commodity hedges to manage this price risk using physical forward contracts or derivativeinstruments. We have policies governing the hedging instruments our businesses may use. These policies include limiting thedollar 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 asthe forecasted interest payments for the anticipated issuance of debt. As of May 29, 2022 and May 30, 2021, the fair value of our long-term debt (including current installments) was estimated at$8.85 billion and $9.76 billion, respectively, based on current market rates. As of May 29, 2022 and May 30, 2021, a 1% increase ininterest rates would decrease the fair value of our fixed rate debt by approximately $481.8 million and $682.2 million, respectively,while a 1% decrease in interest rates would increase the fair value of our fixed rate debt by approximately $543.4 million and$779.8 million, respectively. Foreign Currency Risk In order to reduce exposures for our processing activities related to changes in foreign currency exchange rates, we mayenter into forward exchange or option contracts for transactions denominated in a currency other than the functional currency forcertain of our operations. This activity primarily relates to economically hedging against foreign currency risk in purchasinginventory and capital equipment, sales of finished goods, and future settlement of foreign denominated assets and liabilities. Effect of Hypothetical 10% Fluctuation We changed the disclosure alternative for reporting our commodity and foreign exchange derivatives (inclusive ofcommodity and foreign exchange swaps, futures, forwards, and options) in the second quarter of fiscal 2022 from a value-at-risk("VaR") model to a hypothetical sensitivity analysis. The change in the methodology was made to simplify and enhance theinformation presented about the sensitivities of our derivative positions. The potential gain or loss on the fair value of our outstanding commodity and foreign exchange contracts, assuming ahypothetical 10% fluctuation in commodity prices and foreign currency exchange rates, would have been (in millions): Fair Value Impact In Millions Average During theFiscal Year EndedMay 29, 2022 Average During theFiscal Year EndedMay 30, 2021 Energy commodities $0.9 $3.5 Agriculture commodities 4.9 6.9 Foreign exchange 10.8 11.8 37It 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. 38 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. 38 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA Conagra Brands, Inc. and Subsidiaries Consolidated Statements of Earnings (in millions, except per share amounts) For the Fiscal Years Ended May 2021 2020 2022 $ 11,535.9 $ 11,184.7 $ 11,054.4 Net sales Costs and expenses: Cost of goods sold Selling, general and administrative expenses Pension and postretirement non-service income Interest expense, net Income before income taxes and equity method investment earnings Income tax expense Equity method investment earnings Net income Less: Net income attributable to noncontrolling interests Net income attributable to Conagra Brands, Inc. Earnings per share — basic Net income attributable to Conagra Brands, Inc. common stockholders Earnings per share — diluted Net income attributable to Conagra Brands, Inc. common stockholders $ $ $ $ 8,697.1 1,492.8 (67.3) 379.9 1,033.4 290.5 145.3 888.2 $ — 888.2 $ 8,005.5 1,403.0 (54.5) 420.4 1,410.3 193.8 84.4 1,300.9 $ 2.1 1,298.8 $ 1.85 $ 2.67 $ 1.84 $ 2.66 $ 7,984.8 1,622.5 (9.9) 487.1 969.9 201.3 73.2 841.8 1.7 840.1 1.72 1.72 The accompanying Notes are an integral part of the consolidated financial statements. ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA 39 Conagra Brands, Inc. and Subsidiaries Consolidated Statements of Earnings (in millions, except per share amounts) For the Fiscal Years Ended May 2021 2020 2022 $ 11,535.9 $ 11,184.7 $ 11,054.4 Net sales Costs and expenses: Cost of goods sold Selling, general and administrative expenses Pension and postretirement non-service income Interest expense, net Income before income taxes and equity method investment earnings Income tax expense Equity method investment earnings Net income Less: Net income attributable to noncontrolling interests Net income attributable to Conagra Brands, Inc. Earnings per share — basic Net income attributable to Conagra Brands, Inc. common stockholders Earnings per share — diluted Net income attributable to Conagra Brands, Inc. common stockholders $ $ $ $ 8,697.1 1,492.8 (67.3) 379.9 1,033.4 290.5 145.3 888.2 $ — 888.2 $ 8,005.5 1,403.0 (54.5) 420.4 1,410.3 193.8 84.4 1,300.9 $ 2.1 1,298.8 $ 1.85 $ 2.67 $ 1.84 $ 2.66 $ 7,984.8 1,622.5 (9.9) 487.1 969.9 201.3 73.2 841.8 1.7 840.1 1.72 1.72 The accompanying Notes are an integral part of the consolidated financial statements. 39 Conagra Brands, Inc. and Subsidiaries Consolidated Statements of Comprehensive Income (in millions) 2022 Tax (Expense) Benefit For the Fiscal Years Ended May 2021 Tax (Expense) Benefit After- Tax Amount Pre-Tax Amount After - Tax Amount Pre-Tax Amount (290.5) $ 888.2 $1,494.7 $ (193.8) $1,300.9 $1,043.1 $ 2020 Tax (Expense) Benefit After- Tax Amount (201.3) $ 841.8 Pre-Tax Amount $1,178.7 $ 8.5 (2.1) 6.4 0.4 (1.8) (1.4) (7.1) 1.8 (5.3) (1.3) 0.4 (0.9) (1.6) 1.0 (0.6) (3.3) 0.9 (2.4) (23.5) — (23.5) 53.3 (1.5) 51.8 (42.7) 1.4 (41.3) Conagra Brands, Inc. and Subsidiaries Consolidated Statements of Comprehensive Income (in millions) (2.0) (23.6) 95.1 (3.1) 1.1 71.5 63.2 (15.9) 47.3 2022 Tax 1.0 (Expense) (290.1) Benefit For the Fiscal Years Ended May 2021 Tax (5.5) (2.7) Pre-Tax (Expense) (218.8) 1,419.5 1,047.7 Amount Benefit After- Tax Amount After - (3.6) Pre-Tax Tax 865.7 1,638.3 Amount Amount (2.5) 0.9 (290.5) $ 888.2 $1,494.7 $ 6.1 (5.5) — (193.8) $1,300.9 $1,043.1 $ (3.9) (0.8) 5.3 2020 Tax 1.4 (Expense) (211.7) Benefit After- (4.1) Tax 836.0 Amount (201.3) $ 841.8 (4.8) (0.9) (3.5) Pre-Tax 1,155.8 Amount $1,178.7 $ (5.5) Net income Other comprehensive income: Derivative adjustments: Unrealized derivative adjustments Reclassification for derivative adjustments included in net income Unrealized currency translation gains (losses) Pension and postretirement benefit obligations: Unrealized pension and postretirement benefit obligations Reclassification for pension and postretirement benefit obligations included in net income Comprehensive income Comprehensive income Net income (loss) attributable to Other comprehensive income: noncontrolling interests Derivative adjustments: Comprehensive income attributable to Unrealized derivative Conagra Brands, Inc. adjustments Reclassification for derivative adjustments included in net income Unrealized currency translation gains (losses) $1,161.3 $ (290.1) $ 871.2 $1,632.2 $ 0.4 6.4 The accompanying Notes are an integral part of the consolidated financial statements. (218.0) $1,414.2 $1,051.6 $ (7.1) (1.4) (2.1) (1.8) 8.5 (210.8) $ 840.8 1.8 (5.3) (1.3) 0.4 (0.9) 40 (1.6) 1.0 (0.6) (3.3) 0.9 (2.4) (23.5) — (23.5) 53.3 (1.5) 51.8 (42.7) 1.4 (41.3) Pension and postretirement benefit obligations: Unrealized pension and postretirement benefit obligations Reclassification for pension and postretirement benefit obligations included in net income Comprehensive income Comprehensive income (loss) attributable to noncontrolling interests Comprehensive income attributable to Conagra Brands, Inc. (3.1) 1.1 (2.0) 95.1 (23.6) 71.5 63.2 (15.9) 47.3 (3.5) 1,155.8 1.0 (290.1) (2.5) (3.6) 865.7 1,638.3 0.9 (5.5) (2.7) (218.8) 1,419.5 1,047.7 1.4 (211.7) (4.1) 836.0 (5.5) — (5.5) 6.1 (0.8) 5.3 (3.9) (0.9) (4.8) $1,161.3 $ (290.1) $ 871.2 $1,632.2 $ (218.0) $1,414.2 $1,051.6 $ (210.8) $ 840.8 The accompanying Notes are an integral part of the consolidated financial statements. 40 Conagra Brands, Inc. and SubsidiariesConsolidated Balance Sheets(in millions, except share data) May 29, 2022 May 30, 2021 ASSETS Current assets Cash and cash equivalents $83.3 $79.2 Receivables, less allowance for doubtful accounts of $3.9 and $3.2 867.4 793.9 Inventories 1,939.7 1,709.7 Prepaid expenses and other current assets 116.3 95.0 Current assets held for sale 27.0 24.3 Total current assets 3,033.7 2,702.1 Property, plant and equipment Land and land improvements 173.0 154.6 Buildings, machinery and equipment 4,820.5 4,446.0 Furniture, fixtures, office equipment and other 676.1 664.5 Construction in progress 183.3 299.7 5,852.9 5,564.8 Less accumulated depreciation (3,139.0) (2,992.8)Property, plant and equipment, net 2,713.9 2,572.0 Goodwill 11,329.2 11,338.9 Brands, trademarks and other intangibles, net 3,853.1 4,124.6 Other assets 1,473.3 1,344.7 Noncurrent assets held for sale 31.9 113.3 $22,435.1 $22,195.6 LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities Notes payable $184.3 $707.4 Current installments of long-term debt 707.3 23.1 Accounts payable 1,864.6 1,655.9 Accrued payroll 151.7 175.2 Other accrued liabilities 609.2 743.0 Current liabilities held for sale 1.7 1.6 Total current liabilities 3,518.8 3,306.2 Senior long-term debt, excluding current installments 8,088.2 8,275.2 Other noncurrent liabilities 1,963.5 1,979.6 Noncurrent liabilities held for sale 2.4 3.2 Total liabilities 13,572.9 13,564.2 Commitments and contingencies (Note 15) Common stockholders' equity Common stock of $5 par value, authorized 1,200,000,000 shares; issued 584,219,229 2,921.2 2,921.2 Additional paid-in capital 2,324.6 2,342.1 Retained earnings 6,550.7 6,262.6 Accumulated other comprehensive income (loss) (11.2) 5.8 Less treasury stock, at cost, 104,157,169 and 103,934,839 common shares (2,997.6) (2,979.9)Total Conagra Brands, Inc. common stockholders' equity 8,787.7 8,551.8 Noncontrolling interests 74.5 79.6 Total stockholders' equity 8,862.2 8,631.4 $22,435.1 $22,195.6 The accompanying Notes are an integral part of the consolidated financial statements. 41 Conagra Brands, Inc. and SubsidiariesConsolidated Statements of Common Stockholders' Equity(in millions) Conagra Brands, Inc. Stockholders' Equity Accumulated Additional Other Common Common Paid-in Retained Comprehensive Treasury Noncontrolling Total Shares Stock Capital Earnings Income (Loss) Stock Interests Equity Balance at May 26, 2019 584.2 $2,921.2 $2,286.0 $5,047.9 $(110.3) $(2,760.2) $79.1 $7,463.7 Stock option and incentive plans 37.2 (2.9) 30.3 64.6 Currency translation adjustments (34.8) (6.5) (41.3)Derivative adjustments (7.7) (7.7)Activities of noncontrollinginterests 2.0 2.0 Pension and postretirementhealthcare benefits 43.2 43.2 Dividends declared on commonstock; $0.85 per share (413.9) (413.9)Net income attributable toConagra Brands, Inc. 840.1 840.1 Balance at May 31, 2020 584.2 2,921.2 2,323.2 5,471.2 (109.6) (2,729.9) 74.6 7,950.7 Stock option and incentive plans 18.9 (3.1) 48.1 0.2 64.1 Adoption of ASU 2016-13 (1.1) (1.1)Currency translation adjustments 48.6 3.2 51.8 Repurchase of common shares (298.1) (298.1)Derivative adjustments (2.0) (2.0)Activities of noncontrollinginterests 1.6 1.6 Pension and postretirementhealthcare benefits 68.8 68.8 Dividends declared on commonstock; $1.0375 per share (503.2) (503.2)Net income attributable toConagra Brands, Inc. 1,298.8 1,298.8 Balance at May 30, 2021 584.2 2,921.2 2,342.1 6,262.6 5.8 (2,979.9) 79.6 8,631.4 Stock option and incentive plans (17.5) (0.3) 32.3 0.4 14.9 Currency translation adjustments (18.0) (5.5) (23.5)Repurchase of common shares (50.0) (50.0)Derivative adjustments 5.5 5.5 Pension and postretirementhealthcare benefits (4.5) (4.5)Dividends declared on commonstock; $1.25 per share (599.8) (599.8)Net income attributable toConagra Brands, Inc. 888.2 888.2 Balance at May 29, 2022 584.2 $2,921.2 $2,324.6 $6,550.7 $(11.2) $(2,997.6) $74.5 $8,862.2 The accompanying Notes are an integral part of the consolidated financial statements. 42 Conagra Brands, Inc. and SubsidiariesConsolidated Statements of Cash Flows(in millions) For the Fiscal Years Ended May 2022 2021 2020 Cash flows from operating activities: Net income $888.2 $1,300.9 $841.8 Adjustments to reconcile income from continuing operations to net cash flowsfrom operating activities: Depreciation and amortization 375.4 387.7 388.9 Asset impairment charges 284.8 95.5 259.9 Loss (gain) on divestitures — (65.5) 2.2 Loss on extinguishment of debt — 68.7 1.0 Equity method investment earnings in excess of distributions (66.3) (27.9) (21.8)Stock-settled share-based payments expense 26.1 63.9 59.2 Contributions to pension plans (11.5) (27.6) (17.5)Pension expense (benefit) (54.4) (38.3) 5.9 Other items (46.6) 9.1 10.3 Change in operating assets and liabilities excluding effects of businessacquisitions and dispositions: Receivables (69.5) 66.1 (43.8)Inventories (232.8) (364.3) 163.5 Deferred income taxes and income taxes payable, net (8.7) (92.5) 23.1 Prepaid expenses and other current assets (10.1) (8.5) (13.6)Accounts payable 223.6 141.4 234.4 Accrued payroll (23.5) (14.3) 15.9 Other accrued liabilities (71.9) (60.2) (66.8)Deferred employer payroll taxes (25.5) 33.9 — Net cash flows from operating activities 1,177.3 1,468.1 1,842.6 Cash flows from investing activities: Additions to property, plant and equipment (464.4) (506.4) (369.5)Sale of property, plant and equipment 20.2 2.5 14.0 Proceeds from divestitures, net of cash divested 0.1 160.9 194.6 Purchase of marketable securities (4.5) (11.8) (46.8)Sales of marketable securities 10.4 14.5 53.8 Other items 3.3 — 0.1 Net cash flows from investing activities (434.9) (340.3) (153.8)Cash flows from financing activities: Issuances of commercial paper, maturities greater than 90 days 392.6 298.6 — Repayments of commercial paper, maturities greater than 90 days (392.6) (298.6) — Net issuances (repayments) of other short-term borrowings (523.1) 706.3 0.1 Issuance of long-term debt 499.1 988.2 — Repayment of long-term debt (48.5) (2,514.5) (947.5)Debt issuance costs (2.5) (6.2) — Payment of intangible asset financing arrangement (12.6) (12.9) (13.6)Repurchase of Conagra Brands, Inc. common shares (50.0) (298.1) — Cash dividends paid (581.8) (474.6) (413.6)Exercise of stock options and issuance of other stock awards, including taxwithholdings (11.3) (0.1) 4.8 Other items (7.3) 2.3 (0.6)Net cash flows from financing activities (738.0) (1,609.6) (1,370.4)Effect of exchange rate changes on cash and cash equivalents and restricted cash (1.3) 7.7 (1.7)Net change in cash and cash equivalents and restricted cash 3.1 (474.1) 316.7 Cash and cash equivalents and restricted cash at beginning of year 80.2 554.3 237.6 Cash and cash equivalents and restricted cash at end of year $83.3 $80.2 $554.3 The accompanying Notes are an integral part of the consolidated financial statements. 43Notes to Consolidated Financial StatementsFiscal Years Ended May 29,2022, May 30, 2021, and May 31, 2020(columnar dollars in millions except per share amounts) 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Fiscal Year — The fiscal year of Conagra Brands, Inc. ("Conagra Brands", "Company", "we", "us", or "our") ends the lastSunday in May. The fiscal years for the consolidated financial statements presented consist of a 52-week period for fiscal 2022, a52-week period for fiscal 2021, and a 53-week period for fiscal year 2020. Basis of Consolidation — The consolidated financial statements include the accounts of Conagra Brands, Inc. and allmajority-owned subsidiaries. All significant intercompany investments, accounts, and transactions have been eliminated. Investments in Unconsolidated Affiliates — The investments in, and the operating results of, 50%-or-less-owned entitiesnot required to be consolidated are included in the consolidated financial statements on the basis of the equity method ofaccounting. We review our investments in unconsolidated affiliates for impairment whenever events or changes in businesscircumstances indicate that the carrying amount of the investments may not be fully recoverable. Evidence of a loss in value that isother than temporary includes, but is not limited to, the absence of an ability to recover the carrying amount of the investment, theinability of the investee to sustain an earnings capacity which would justify the carrying amount of the investment, or, whereapplicable, estimated sales proceeds which are insufficient to recover the carrying amount of the investment. Management'sassessment as to whether any decline in value is other than temporary is based on our ability and intent to hold the investmentand whether evidence indicating the carrying value of the investment is recoverable within a reasonable period of time outweighsevidence to the contrary. Management generally considers our investments in equity method investees to be strategic long-terminvestments. Therefore, management completes its assessments with a long-term viewpoint. If the fair value of the investment isdetermined to be less than the carrying value and the decline in value is considered to be other than temporary, an appropriatewrite-down is recorded based on the excess of the carrying value over the best estimate of fair value of the investment. Cash and Cash Equivalents — Cash and all highly liquid investments with an original maturity of three months or less atthe date of acquisition, including short-term time deposits and government agency and corporate obligations, are classified ascash and cash equivalents. Receivables — Receivables from customers generally do not bear interest. Terms and collection vary by location andchannel. The allowance for doubtful accounts represents our estimate of probable non-payments and credit losses in our existingreceivables, as determined based on a review of past due balances and other specific account data. Account balances are writtenoff against the allowance when we deem them uncollectible. The following table details the balances of our allowance for doubtful accounts and changes therein: Additions Balance at Charged Deductions Balance at Beginning to Costs and from Close of of Period Expenses Other1 Reserves2 Period Year ended May 29, 2022 $3.2 1.4 — 0.7 $3.9 Year ended May 30, 2021 $2.6 0.6 0.7 0.7 $3.2 Year ended May 31, 2020 $2.2 1.2 0.1 0.9 $2.6 1 Primarily relates to translation and the adoption of Accounting Standards Update ("ASU") 2016-13.2 Bad debts charged off and adjustments to previous reserves, less recoveries. Inventories — We use the lower of cost (determined using the first-in, first-out method) or net realizable value for valuinginventories. 44Notes to Consolidated Financial StatementsFiscal Years Ended May 29,2022, May 30, 2021, and May 31, 2020(columnar dollars in millions except per share amounts) Property, Plant and Equipment — Property, plant and equipment are carried at cost. Depreciation has been calculated usingthe straight-line method over the estimated useful lives of the respective classes of assets as follows: Years Land improvements 1 - 40 Buildings 15 - 40 Machinery and equipment 3 - 20 Furniture, fixtures, office equipment and other 5 - 15 We review property, plant and equipment for impairment whenever events or changes in business circumstances indicatethat the carrying amount of the assets may not be fully recoverable. Recoverability of an asset considered "held-and-used" isdetermined by comparing the carrying amount of the asset to the undiscounted net cash flows expected to be generated from theuse of the asset. If the carrying amount is greater than the undiscounted net cash flows expected to be generated by the asset, theasset's carrying amount is reduced to its estimated fair value. An asset considered "held-for-sale" is reported at the lower of theasset's carrying amount or fair value. During fiscal 2022, 2021, and 2020 our capital expenditures totaled $464.4 million, $506.4 million, and $369.5 million,respectively. Accrued and unpaid capital expenditures as of May 29, 2022, May 30, 2021, May 31, 2020, and May 26, 2019 totaled$108.8 million, $123.7 million, $112.9 million, and $64.4 million, respectively. Goodwill and Other Identifiable Intangible Assets — Goodwill and other identifiable intangible assets with indefinite lives(e.g., brands or trademarks) are not amortized and are tested annually for impairment of value and whenever events or changes incircumstances indicate the carrying amount of the asset may be impaired. A significant amount of judgment is involved indetermining if an indicator of impairment has occurred. Such indicators may include deterioration in general economic conditions,adverse changes in the markets in which an entity operates, increases in input costs that have negative effects on earnings andcash flows, or a trend of negative or declining cash flows over multiple periods, among others. The fair value that could be realizedin an actual transaction may differ from that used to evaluate the impairment of goodwill and other intangible assets. In testing goodwill for impairment, we have the option to first assess qualitative factors to determine whether the existenceof events or circumstances leads to a determination that it is more likely than not (more than 50%) that the estimated fair value of areporting unit is less than its carrying amount. If we elect to perform a qualitative assessment and determine that an impairment ismore likely than not, we are then required to perform a quantitative impairment test, otherwise no further analysis is required. Wealso may elect not to perform the qualitative assessment and, instead, proceed directly to the quantitative impairment test. Under the goodwill qualitative assessment, various events and circumstances that would affect the estimated fair value of areporting unit are identified (similar to impairment indicators above). Furthermore, management considers the results of the mostrecent quantitative impairment test completed for a reporting unit and compares the weighted average cost of capital between thecurrent and prior years for each reporting unit. Under the goodwill quantitative impairment test, the evaluation of impairment involves comparing the current fair value ofeach reporting unit to its carrying value, including goodwill. We estimate the fair value using level 3 inputs as defined by the fairvalue hierarchy. Refer to Note 18 for the definition of the levels in the fair value hierarchy. The inputs used to calculate the fairvalue include a number of subjective factors, such as estimates of future cash flows, estimates of our future cost structure,discount rates for our estimated cash flows, required level of working capital, assumed terminal value, and time horizon of cashflow forecasts. In assessing indefinite-lived intangible assets not subject to amortization for impairment, we have the option to perform aqualitative assessment to determine whether the existence of events or circumstances leads to a determination that it is more likelythan not that the fair value of such an intangible asset is less than its carrying amount. If we determine that it is not more likelythan not that the fair value of such an intangible asset is less than its carrying amount, then we are not required to perform anyadditional tests for assessing intangible assets for impairment. However, if we conclude otherwise or elect not to perform thequalitative assessment, then we are required to perform a quantitative impairment test that involves a comparison of the estimatedfair value of the intangible asset with its carrying value. If the carrying value of the intangible asset exceeds its fair value, animpairment loss is recognized in an amount equal to that excess. 45Notes to Consolidated Financial StatementsFiscal Years Ended May 29,2022, May 30, 2021, and May 31, 2020(columnar dollars in millions except per share amounts) In fiscal 2022, 2021, and 2020 we elected to perform a quantitative impairment test for indefinite-lived intangible assets notsubject to amortization. The estimates of fair value of intangible assets not subject to amortization are determined using a "relieffrom royalty" methodology, which is used in estimating the fair value of our brands/trademarks. Discount rate assumptions arebased on an assessment of the risk inherent in the projected future cash flows generated by the respective intangible assets. Alsosubject to judgment are assumptions about royalty rates. Identifiable intangible assets with definite lives (e.g., licensing arrangements with contractual lives or customerrelationships) are amortized over their estimated useful lives and tested for impairment whenever events or changes incircumstances indicate the carrying amount of the asset may be impaired. Identifiable intangible assets with definite lives areevaluated for impairment using a process similar to that used in evaluating elements of property, plant and equipment. If impaired,the asset is written down to its fair value. Refer to Note 7 for discussion of the impairment charges related to goodwill and intangible assets in fiscal 2022, 2021, and2020. Fair Values of Financial Instruments — Unless otherwise specified, we believe the carrying value of financial instrumentsapproximates their fair value. Environmental Liabilities — Environmental liabilities are accrued when it is probable that obligations have been incurredand the associated amounts can be reasonably estimated. We use third-party specialists to assist management in appropriatelymeasuring the obligations associated with environmental liabilities. Such liabilities are adjusted as new information develops orcircumstances change. We do not discount our environmental liabilities as the timing of the anticipated cash payments is not fixedor readily determinable. Management's estimate of our potential liability is independent of any potential recovery of insuranceproceeds or indemnification arrangements. We do not reduce our environmental liabilities for potential insurance recoveries. Employment-Related Benefits — Employment-related benefits associated with pensions, postretirement health carebenefits, and workers' compensation are expensed as such obligations are incurred. The recognition of expense is impacted byestimates made by management, such as discount rates used to value these liabilities, future health care costs, and employeeaccidents incurred but not yet reported. We use third-party specialists to assist management in appropriately measuring theobligations associated with employment-related benefits. We recognize changes in the fair value of pension plan assets and net actuarial gains or losses in excess of 10% of thegreater of the market-related value of plan assets or the plan's projected benefit obligation (the "corridor") in current periodexpense annually as of our measurement date, which is our fiscal year-end, or when measurement is required otherwise under U.S.generally accepted accounting principles ("GAAP"). Revenue Recognition — Our revenues primarily consist of the sale of food products that are sold to retailers andfoodservice customers through direct sales forces, broker, and distributor arrangements. These revenue contracts generally havesingle performance obligations. Revenue, which includes shipping and handling charges billed to the customer, is reported net ofvariable consideration and consideration payable to our customers, including applicable discounts, returns, allowances, tradepromotion, consumer coupon redemption, unsaleable product, and other costs. Amounts billed and due from our customers areclassified as receivables and require payment on a short-term basis and, therefore, we do not have any significant financingcomponents. We recognize revenue when (or as) performance obligations are satisfied by transferring control of the goods to customers.Control is transferred upon delivery of the goods to the customer. Shipping and/or handling costs that occur before the customerobtains control of the goods are deemed to be fulfillment activities and are accounted for as fulfillment costs. We assess the goodsand services promised in our customers' purchase orders and identify a performance obligation for each promise to transfer a goodor service (or bundle of goods or services) that is distinct. 46Notes to Consolidated Financial Statements Fiscal Years Ended May 29,2022, May 30, 2021, and May 31, 2020 (columnar dollars in millions except per share amounts) We offer various forms of trade promotions and the methodologies for determining these provisions are dependent on local customer pricing and promotional practices, which range from contractually fixed percentage price reductions to provisions based on actual occurrence or performance. Our promotional activities are conducted either through the retail trade or directly with consumers and include activities such as in-store displays and events, feature price discounts, consumer coupons, and loyalty programs. The costs of these activities are recognized at the time the related revenue is recorded, which normally precedes the actual cash expenditure. The recognition of these costs therefore requires management judgment regarding the volume of promotional offers that will be redeemed by either the retail trade or consumer. These estimates are made using various techniques including historical data on performance of similar promotional programs. Differences between estimated expense and actual redemptions are recognized as a change in management estimate in a subsequent period. Advertising Costs — Advertising costs are expensed as incurred. Advertising and promotion expenses totaled $244.6 million, $258.0 million, and $230.7 million in fiscal 2022, 2021, and 2020, respectively, and are included in selling, general and Notes to Consolidated Financial Statements administrative ("SG&A") expenses. Fiscal Years Ended May 29,2022, May 30, 2021, and May 31, 2020 (columnar dollars in millions except per share amounts) Research and Development — We incurred expenses of $53.4 million, $51.3 million, and $56.4 million for research and development activities in fiscal 2022, 2021, and 2020, respectively. We offer various forms of trade promotions and the methodologies for determining these provisions are dependent on local Comprehensive Income — Comprehensive income includes net income, currency translation adjustments, certain customer pricing and promotional practices, which range from contractually fixed percentage price reductions to provisions based derivative-related activity, and changes in prior service cost and net actuarial gains (losses) from pension (for amounts not in on actual occurrence or performance. Our promotional activities are conducted either through the retail trade or directly with excess of the 10% "corridor") and postretirement health care plans. On foreign investments we deem to be essentially permanent in consumers and include activities such as in-store displays and events, feature price discounts, consumer coupons, and loyalty nature, we do not provide for taxes on currency translation adjustments arising from converting an investment denominated in a programs. The costs of these activities are recognized at the time the related revenue is recorded, which normally precedes the foreign currency to U.S. dollars. A deferred tax liability is recorded on currency translation adjustments related to undistributed actual cash expenditure. The recognition of these costs therefore requires management judgment regarding the volume of foreign earnings that are not deemed to be permanently reinvested. 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. The following table details the accumulated balances for each component of other comprehensive income (loss), net of tax: Advertising Costs — Advertising costs are expensed as incurred. Advertising and promotion expenses totaled $244.6 Currency translation losses, net of reclassification adjustments (125.7) million, $258.0 million, and $230.7 million in fiscal 2022, 2021, and 2020, respectively, and are included in selling, general and 26.3 Derivative adjustments, net of reclassification adjustments administrative ("SG&A") expenses. Pension and postretirement benefit obligations, net of reclassification adjustments Accumulated other comprehensive income (loss) development activities in fiscal 2022, 2021, and 2020, respectively. (10.2) Research and Development — We incurred expenses of $53.4 million, $51.3 million, and $56.4 million for research and (109.6) 54.1 (11.2) $ 58.6 5.8 $ (77.1) $ 24.3 (95.1) $ 29.8 $ $ 2022 2021 2020 Comprehensive Income — Comprehensive income includes net income, currency translation adjustments, certain derivative-related activity, and changes in prior service cost and net actuarial gains (losses) from pension (for amounts not in excess of the 10% "corridor") and postretirement health care plans. On foreign investments we deem to be essentially permanent in nature, we do not provide for taxes on currency translation adjustments arising from converting an investment denominated in a foreign currency to U.S. dollars. A deferred tax liability is recorded on currency translation adjustments related to undistributed foreign earnings that are not deemed to be permanently reinvested. 47 The following table details the accumulated balances for each component of other comprehensive income (loss), net of tax: Currency translation losses, net of reclassification adjustments Derivative adjustments, net of reclassification adjustments Pension and postretirement benefit obligations, net of reclassification adjustments Accumulated other comprehensive income (loss) $ $ (95.1) $ 29.8 54.1 (11.2) $ (77.1) $ 24.3 58.6 5.8 $ (125.7) 26.3 (10.2) (109.6) 2022 2021 2020 47 Notes to Consolidated Financial StatementsFiscal Years Ended May 29,2022, May 30, 2021, and May 31, 2020(columnar dollars in millions except per share amounts) The following table summarizes the reclassifications from accumulated other comprehensive income (loss) into income: Affected Line Item in the ConsolidatedStatement of Earnings1 2022 2021 2020 Net derivative adjustments: Cash flow hedges $(3.1) $(3.2) $(3.3) Interest expense, netCash flow hedges — (0.5) — Selling, general and administrativeexpensesCash flow hedges 1.8 2.1 — Equity method investment earnings (1.3) (1.6) (3.3) Total before tax 0.4 1.0 0.9 Income tax expense $(0.9) $(0.6) $(2.4) Net of taxAmortization of pension andpostretirement benefit obligations: Net prior service cost $0.1 $0.2 $0.6 Pension and postretirement non-service incomeNet actuarial gain (3.6) (3.5) (4.6) Pension and postretirement non-service incomePension settlement — — (2.1) Pension and postretirement non-service incomePostretirement healthcaresettlement — (0.5) (0.2) Pension and postretirement non-service incomeCurtailment — 0.2 0.8 Pension and postretirement non-service income (3.5) (3.6) (5.5) Total before tax 1.0 0.9 1.4 Income tax expense $(2.5) $(2.7) $(4.1) Net of tax 1 Amounts in parentheses indicate income recognized in the Consolidated Statements of Earnings. Foreign Currency Transaction Gains and Losses — We recognized net foreign currency transaction losses of $2.5 millionin fiscal 2022, net foreign currency transaction gains of $8.2 million in fiscal 2021, and net foreign currency transaction losses of$1.7 million in fiscal 2020 in SG&A expenses. Business Combinations — We use the acquisition method in accounting for acquired businesses. Under the acquisitionmethod, our financial statements reflect the operations of an acquired business starting from the completion of the acquisition. Theassets acquired and liabilities assumed are recorded at their respective estimated fair values at the date of the acquisition. Anyexcess of the purchase price over the estimated fair values of the identifiable net assets acquired is recorded as goodwill. Reclassifications and other changes — Certain prior year amounts have been reclassified to conform with current yearpresentation. Use of Estimates — Preparation of financial statements in conformity with U.S. GAAP requires management to makeestimates and assumptions. These estimates and assumptions affect reported amounts of assets, liabilities, revenues, andexpenses as reflected in the consolidated financial statements. Actual results could differ from these estimates. 48Notes to Consolidated Financial StatementsFiscal Years Ended May 29,2022, May 30, 2021, and May 31, 2020(columnar dollars in millions except per share amounts) 2. RESTRUCTURING ACTIVITIES Pinnacle Integration Restructuring Plan In December 2018, our Board of Directors (the "Board") approved a restructuring and integration plan related to the ongoingintegration of the operations of Pinnacle Foods, Inc. ("Pinnacle") (such plan the "Pinnacle Integration Restructuring Plan"), for thepurpose of achieving significant cost synergies between the companies, as a result of which we expect to incur material chargesfor exit and disposal activities under U.S. GAAP. We expect to incur approximately $346.9 million ($284.3 million of cash chargesand $62.6 million of non-cash charges) for actions identified to date under the Pinnacle Integration Restructuring Plan. The Boardand/or our senior management have authorized incurrence of these charges. We recognized charges of $19.6 million, $31.7 million,and $73.8 million in connection with the Pinnacle Integration Restructuring Plan in fiscal 2022, 2021, and 2020, respectively. Weexpect to incur costs related to the Pinnacle Integration Restructuring Plan over a multi-year period. We anticipate that we will recognize the following pre-tax expenses in association with the Pinnacle IntegrationRestructuring Plan (amounts include charges recognized from plan inception through the end of fiscal 2022): Grocery &Snacks Refrigerated &Frozen International Corporate Total Accelerated depreciation $5.4 $4.6 $— $— $10.0 Other cost of goods sold 3.7 5.7 0.7 — 10.1 Total cost of goods sold 9.1 10.3 0.7 — 20.1 Severance and related costs 1.4 4.3 1.5 112.2 119.4 Asset impairment (net of gains on disposal) 27.8 (1.7) — 2.5 28.6 Accelerated depreciation — — — 7.4 7.4 Contract/lease termination 6.5 3.7 0.8 15.1 26.1 Consulting/professional fees 1.0 — 0.8 111.7 113.5 Other selling, general and administrative expenses 5.8 4.8 0.3 20.9 31.8 Total selling, general and administrativeexpenses 42.5 11.1 3.4 269.8 326.8 Consolidated total $51.6 $21.4 $4.1 $269.8 $346.9 During fiscal 2022, we recognized the following pre-tax expenses for the Pinnacle Integration Restructuring Plan: Grocery &Snacks Refrigerated &Frozen Corporate Total Other cost of goods sold $— $1.7 $— $1.7 Total cost of goods sold — 1.7 — 1.7 Severance and related costs — 1.0 (0.2) 0.8 Asset impairment (net of gains on disposal) — (5.7) (0.1) (5.8)Contract/lease termination — 0.2 (0.8) (0.6)Consulting/professional fees 0.2 — 19.1 19.3 Other selling, general and administrative expenses 0.1 1.6 2.5 4.2 Total selling, general and administrative expenses 0.3 (2.9) 20.5 17.9 Consolidated total $0.3 $(1.2) $20.5 $19.6 Included in the above results are $24.0 million of charges that have resulted or will result in cash outflows and a non-cashnet benefit of $4.4 million. 49Notes to Consolidated Financial StatementsFiscal Years Ended May 29,2022, May 30, 2021, and May 31, 2020(columnar dollars in millions except per share amounts) We recognized the following cumulative (plan inception to May 29, 2022) pre-tax expenses for the Pinnacle IntegrationRestructuring Plan in our Consolidated Statements of Earnings: Grocery &Snacks Refrigerated& Frozen International Corporate Total Accelerated depreciation $0.6 $4.6 $— $— $5.2 Other cost of goods sold 2.3 4.6 0.7 — 7.6 Total cost of goods sold 2.9 9.2 0.7 — 12.8 Severance and related costs — 4.4 1.5 112.2 118.1 Asset impairment (net of gains on disposal) 0.3 (1.7) — 2.5 1.1 Accelerated depreciation — — — 7.4 7.4 Contract/lease termination 1.8 0.2 0.8 15.1 17.9 Consulting/professional fees 0.9 — 0.8 108.6 110.3 Other selling, general and administrative expenses 2.9 2.7 0.3 19.8 25.7 Total selling, general and administrative expenses 5.9 5.6 3.4 265.6 280.5 Consolidated total $8.8 $14.8 $4.1 $265.6 $293.3 Included in the above results are $264.9 million of charges that have resulted or will result in cash outflows and $28.4 millionin non-cash charges. Liabilities recorded for the Pinnacle Integration Restructuring Plan and changes therein for fiscal 2022 were as follows: Costs Balance at Incurred Costs Paid Balance at May 30, and Charged or Otherwise Changes in May 29, 2021 to Expense Settled Estimates 2022 Severance and related costs $5.1 $0.3 $(5.6) $0.5 $0.3 Contract/lease termination — — 0.6 (0.6) — Consulting/professional fees 3.9 19.3 (18.6) — 4.6 Other costs — 4.5 (4.5) — — Total $9.0 $24.1 $(28.1) $(0.1) $4.9 Conagra Restructuring Plan In fiscal 2019, senior management initiated a restructuring plan for costs incurred in connection with actions taken toimprove SG&A expense effectiveness and efficiencies and to optimize our supply chain network (the "Conagra RestructuringPlan"). Although we remain unable to make good faith estimates relating to the entire Conagra Restructuring Plan, we are reportingon actions initiated through the end of fiscal 2022, including the estimated amounts or range of amounts for each major type ofcosts expected to be incurred, and the charges that have resulted or will result in cash outflows. As of May 29, 2022, we hadapproved the incurrence of $180.6 million ($53.8 million of cash charges and $126.8 million of non-cash charges) for several projectsassociated with the Conagra Restructuring Plan. We have incurred or expect to incur $148.4 million of charges ($46.4 million of cashcharges and $102.0 million of non-cash charges) for actions identified to date under the Conagra Restructuring Plan. Werecognized charges of $29.4 million, $46.2 million, and $64.4 million in connection with the Conagra Restructuring Plan in fiscal2022, 2021, and 2020, respectively. We expect to incur costs related to the Conagra Restructuring Plan over a multi-year period. 50Notes to Consolidated Financial StatementsFiscal Years Ended May 29,2022, May 30, 2021, and May 31, 2020(columnar dollars in millions except per share amounts) We anticipate that we will recognize the following pre-tax expenses in association with the Conagra Restructuring Plan(amounts include charges recognized from plan inception through the end of fiscal 2022): Grocery &Snacks Refrigerated& Frozen International Foodservice Corporate Total Accelerated depreciation $33.2 $39.6 $— $— $— $72.8 Other cost of goods sold 8.7 2.3 — — — 11.0 Total cost of goods sold 41.9 41.9 — — — 83.8 Severance and related costs 11.6 1.2 1.3 0.3 4.7 19.1 Asset impairment (net of gains ondisposal) 21.9 0.8 0.1 — — 22.8 Contract/lease termination 0.4 — — — 0.1 0.5 Consulting/professional fees — — — — 5.6 5.6 Other selling, general and administrativeexpenses 12.8 2.6 — — 0.6 16.0 Total selling, general andadministrative expenses 46.7 4.6 1.4 0.3 11.0 64.0 Total $88.6 $46.5 $1.4 $0.3 $11.0 $147.8 Pension and postretirement non-serviceincome 0.6 Consolidated total $148.4 During fiscal 2022, we recognized the following pre-tax expenses for the Conagra Restructuring Plan: Grocery &Snacks Refrigerated& Frozen International Foodservice Corporate Total Accelerated depreciation $1.2 $12.9 $— $— $— $14.1 Other cost of goods sold 3.9 2.1 — — — 6.0 Total cost of goods sold 5.1 15.0 — — — 20.1 Severance and related costs 1.2 (0.6) 0.2 0.3 2.3 3.4 Asset impairment (net of gains ondisposal) (5.2) 0.5 — — — (4.7)Contract/lease termination 0.4 — — — — 0.4 Consulting/professional fees — — — — 1.7 1.7 Other selling, general and administrativeexpenses 7.6 0.8 — — 0.1 8.5 Total selling, general andadministrative expenses 4.0 0.7 0.2 0.3 4.1 9.3 Total $9.1 $15.7 $0.2 $0.3 $4.1 $29.4 Included in the above results are $16.0 million of charges that have resulted or will result in cash outflows and $13.4 millionin non-cash charges. 5152 Notes to Consolidated Financial StatementsFiscal Years Ended May 29,2022, May 30, 2021, and May 31, 2020(columnar dollars in millions except per share amounts) We recognized the following cumulative (plan inception to May 29, 2022) pre-tax expenses for the Conagra RestructuringPlan in our Consolidated Statements of Earnings: Grocery &Snacks Refrigerated& Frozen International Foodservice Corporate Total Accelerated depreciation $33.2 $39.6 $— $— $— $72.8 Other cost of goods sold 8.7 2.3 — — — 11.0 Total cost of goods sold 41.9 41.9 — — — 83.8 Severance and related costs 11.6 1.2 1.3 0.3 4.4 18.8 Asset impairment (net of gains ondisposal) 21.9 0.8 0.1 — — 22.8 Contract/lease termination 0.4 — — — 0.1 0.5 Consulting/professional fees — — — — 1.7 1.7 Other selling, general and administrativeexpenses 12.6 1.1 — — 0.3 14.0 Total selling, general andadministrative expenses 46.5 3.1 1.4 0.3 6.5 57.8 Total $88.4 $45.0 $1.4 $0.3 $6.5 $141.6 Pension and postretirement non-serviceincome 0.6 Consolidated total $142.2 Included in the above results are $40.1 million of charges that have resulted or will result in cash outflows and $102.1 millionin non-cash charges. Liabilities recorded for the Conagra Restructuring Plan and changes therein for fiscal 2022 were as follows: Costs Balance at Incurred Costs Paid Balance at May 30, and Charged or Otherwise Changes in May 29, 2021 to Expense Settled Estimates 2022 Severance and related costs $9.7 $5.0 $(9.9) $(1.6) $3.2 Contract/lease termination — 0.4 (0.4) — — Consulting/professional fees — 1.7 — — 1.7 Other costs — 10.5 (10.3) — 0.2 Total $9.7 $17.6 $(20.6) $(1.6) $5.1 Notes to Consolidated Financial StatementsFiscal Years Ended May 29,2022, May 30, 2021, and May 31, 2020(columnar dollars in millions except per share amounts) 3. LONG-TERM DEBT May 29, 2022 May 30, 2021 5.4% senior debt due November 2048 $1,000.0 $1,000.0 4.65% senior debt due January 2043 176.7 176.7 6.625% senior debt due August 2039 91.4 91.4 5.3% senior debt due November 2038 1,000.0 1,000.0 8.25% senior debt due September 2030 300.0 300.0 4.85% senior debt due November 2028 1,300.0 1,300.0 7.0% senior debt due October 2028 382.2 382.2 1.375% senior debt due November 2027 1,000.0 1,000.0 6.7% senior debt due August 2027 9.2 9.2 7.125% senior debt due October 2026 262.5 262.5 4.6% senior debt due November 2025 1,000.0 1,000.0 4.3% senior debt due May 2024 1,000.0 1,000.0 0.5% senior debt due August 2023 500.0 — 3.2% senior debt due January 2023 437.0 437.0 3.25% senior debt due September 2022 250.0 250.0 0.45% to 9.59% lease financing obligations due on various dates through 2036 131.3 139.1 Other indebtedness 0.1 0.1 Total face value of debt 8,840.4 8,348.2 Unamortized fair value adjustment 19.2 19.9 Unamortized discounts (23.4) (25.8)Unamortized debt issuance costs (40.7) (44.0)Less current installments (707.3) (23.1)Total long-term debt $8,088.2 $8,275.2 The aggregate minimum principal maturities of the long-term debt for each of the five fiscal years following May 29, 2022, areas follows: 2023 $707.6 2024 1,517.5 2025 14.7 2026 1,021.2 2027 268.1 In the first quarter of fiscal 2022, we issued $500.0 million aggregate principal amount of 0.500% senior notes due August 11,2023. In the fourth quarter of fiscal 2021, we repaid the remaining outstanding $195.9 million aggregate principal amount of our9.75% subordinated notes on the maturity date of March 1, 2021. In the third quarter of fiscal 2021, we redeemed $400.0 million aggregate principal amount of our 3.20% senior notes dueJanuary 25, 2023, prior to maturity, resulting in a loss of $24.4 million within SG&A expenses as a cost of early extinguishment ofdebt. In the second quarter of fiscal 2021, we issued $1.0 billion aggregate principal amount of 1.375% senior notes due November1, 2027 (the "2027 Senior Notes"). We also redeemed the entire outstanding $1.20 billion aggregate principal amount of our 3.80%senior notes prior to their maturity date of October 22, 2021, resulting in a net loss of $44.3 million within SG&A expenses as a costof early extinguishment of debt. This redemption was primarily funded using the net proceeds from the issuance of the 2027 SeniorNotes. 53Notes to Consolidated Financial StatementsFiscal Years Ended May 29,2022, May 30, 2021, and May 31, 2020(columnar dollars in millions except per share amounts) In the second quarter of fiscal 2021, we also repaid the entire outstanding $500.0 million aggregate principal amount of ourfloating rate notes on the maturity date of October 9, 2020. In the first quarter of fiscal 2021, we repaid the remaining outstanding $126.6 million aggregate principal amount of our 4.95%senior notes on their maturity date of August 15, 2020. In fiscal 2020, we redeemed the entire outstanding $525.0 million aggregate principal amount of our floating rate notes dueOctober 22, 2020 in two separate redemptions totaling $250.0 million and $275.0 million in the third and fourth quarters of fiscal2020, respectively. Net interest expense consists of: 2022 2021 2020 Long-term debt $393.1 $430.0 $495.9 Short-term debt 2.3 2.5 0.9 Interest income (2.1) (1.9) (3.1)Interest capitalized (13.4) (10.2) (6.6) $379.9 $420.4 $487.1 In the first quarter of fiscal 2019, we entered into deal-contingent forward starting interest rate swap contracts to hedge aportion of the interest rate risk related to our anticipated issuance of long-term debt to help finance the Pinnacle acquisition.During the second quarter of fiscal 2019, we terminated the interest rate swap contracts and received proceeds of $47.5 million.This gain was deferred in accumulated other comprehensive income and is being amortized as a reduction of interest expense overthe lives of the related debt instruments. Our net interest expense was reduced by $3.3 million, $3.3 million, and $3.5 million in fiscal2022, 2021, and 2020, respectively, due to the impact of these interest rate swap contracts. Interest paid from continuing operations was $393.9 million, $445.6 million, and $494.6 million in fiscal 2022, 2021, and 2020,respectively. 4. CREDIT FACILITIES AND BORROWINGS At May 29, 2022, we had a revolving credit facility (the "Revolving Credit Facility") with a syndicate of financial institutionsproviding for a maximum aggregate principal amount outstanding at any one time of $1.6 billion (subject to increase to a maximumaggregate principal amount of $2.1 billion with the consent of the lenders). The Revolving Credit Facility matures on July 11, 2024and is unsecured. The term of the Revolving Credit Facility may be extended for additional one-year or two-year periods from thethen-applicable maturity date on an annual basis. As of May 29, 2022, there were no outstanding borrowings under the RevolvingCredit Facility. The Revolving Credit Facility contains events of default customary for unsecured investment grade credit facilities withcorresponding grace periods. In the first quarter of fiscal 2022, we entered into an amendment to the Revolving Credit Facility (the"Amended Revolving Credit Facility"). The Amended Revolving Credit Facility generally requires our ratio of earnings beforeinterest, taxes, depreciation, and amortization ("EBITDA") to interest expense not to be less than 3.0 to 1.0 and our ratio of fundeddebt to EBITDA not to exceed 4.5 to 1.0, with each ratio to be calculated on a rolling four-quarter basis. As of May 29, 2022, wewere in compliance with all financial covenants under the Amended Revolving Credit Facility. We finance our short-term liquidity needs with existing cash balances, cash flows from operations, and commercial paperborrowings. As of May 29, 2022, we had $180.0 million outstanding under our commercial paper program at an average weightedinterest rate of 1.41%. As of May 30, 2021, we had $705.7 million outstanding under our commercial paper program at an averageweighted interest rate of 0.36%. 54Notes to Consolidated Financial StatementsFiscal Years Ended May 29,2022, May 30, 2021, and May 31, 2020(columnar dollars in millions except per share amounts) 5. DIVESTITURES AND ASSETS HELD FOR SALE Divestitures During the fourth quarter of fiscal 2021, we completed the sale of our Egg Beaters® business for net proceeds of $50.7million. The business results were previously reported primarily within our Refrigerated & Frozen segment, and to a lesser extentwithin our International and Foodservice segments. We recognized a gain on the sale of $10.4 million, included within SG&Aexpenses. In connection with the sale of our Egg Beaters® business, we also recognized a loss of $7.1 million within SG&Aexpenses related to the early exit of an unfavorable contract. During the third quarter of fiscal 2021, we completed the sale of our Peter Pan® peanut butter business for net proceeds of$101.5 million. The business results were previously reported primarily within our Grocery & Snacks segment, and to a lesser extentwithin our International and Foodservice segments. We recognized a gain on the sale of $49.8 million, included within SG&Aexpenses. During the second quarter of fiscal 2021, we completed the sale of our H.K. Anderson® business for net proceeds of $8.7million. The business results were previously reported in our Grocery & Snacks segment, and to a lesser extent within ourFoodservice segment. We recognized a gain on the sale of $5.3 million, included within SG&A expenses. During the third quarter of fiscal 2020, we completed the sale of our Lender's® bagel business for net proceeds of $33.3million. The business results were previously reported primarily in our Refrigerated & Frozen segment, and to a lesser extent withinour Foodservice segment. In connection with the sale of our Lender's® bagel business, we recognized an impairment charge of$27.6 million within SG&A expenses in the second quarter of fiscal 2020. During the second quarter of fiscal 2020, we completed the sale of our Direct Store Delivery ("DSD") snacks business for netproceeds of $137.5 million. The business results were previously reported in our Grocery & Snacks segment. In connection withthe sale of our DSD snacks business, we recognized an impairment charge of $31.4 million within SG&A expenses in the firstquarter of fiscal 2020. During the third quarter of fiscal 2020, we completed the sale of our peanut butter manufacturing facility in Streator, Illinois.The sale was part of a broader initiative to optimize the Company's peanut butter business, which also included the decision to exitthe manufacture and sale of private label peanut butter. The business results were previously reported primarily in our Grocery &Snacks segment, and to a lesser extent within our Foodservice segment. We received net proceeds of $24.8 million. In connectionwith this divestiture, we recognized impairment charges of $23.0 million within SG&A expenses in the first half of fiscal 2020. Thesecharges have been included in restructuring activities. Other Assets Held for Sale During the second quarter of fiscal 2022, we initiated a plan to sell businesses with operating results included within ourGrocery & Snacks, Refrigerated & Frozen, and Foodservice segments. The assets and liabilities have been reclassified as assetsand liabilities held for sale within our Consolidated Balance Sheets for all periods presented and are expected to be sold withintwelve months of initiating our plan. In connection with this activity, we recognized impairment charges of $70.1 million withinSG&A expenses in fiscal 2022. In addition, we actively market certain other assets from time to time. These assets have been reclassified as assets held forsale within our Consolidated Balance Sheets for periods prior to the disposal of the individual asset groups. The assets and liabilities classified as held for sale reflected in our Consolidated Balance Sheets were as follows: May 29, 2022 May 30, 2021 Current assets $27.0 $24.3 Noncurrent assets (including goodwill of $34.6 million at May 30, 2021) 31.9 113.3 Current liabilities 1.7 1.6 Noncurrent liabilities 2.4 3.2 55Notes to Consolidated Financial Statements Fiscal Years Ended May 29,2022, May 30, 2021, and May 31, 2020 (columnar dollars in millions except per share amounts) 6. INVESTMENTS IN JOINT VENTURES The total carrying value of our equity method investments at the end of fiscal 2022 and 2021 was $918.3 million and $841.8 million, respectively. These amounts are included in other assets and reflect our 44% ownership interest in Ardent Mills and Notes to Consolidated Financial Statements a 50% ownership interest in one other joint venture. Due to differences in fiscal reporting periods, we recognized the equity Fiscal Years Ended May 29,2022, May 30, 2021, and May 31, 2020 method investment earnings on a lag of approximately one month. (columnar dollars in millions except per share amounts) In fiscal 2022, we had purchases from our equity method investees of $30.1 million. Total dividends received from equity method investments in fiscal 2022 were $79.0 million. 6. INVESTMENTS IN JOINT VENTURES In fiscal 2021, we had purchases from our equity method investees of $28.7 million. Total dividends received from equity method investments in fiscal 2021 were $56.5 million. The total carrying value of our equity method investments at the end of fiscal 2022 and 2021 was $918.3 million and $841.8 million, respectively. These amounts are included in other assets and reflect our 44% ownership interest in Ardent Mills and In fiscal 2020, we had purchases from our equity method investees of $32.5 million. Total dividends received from equity a 50% ownership interest in one other joint venture. Due to differences in fiscal reporting periods, we recognized the equity method investments in fiscal 2020 were $51.4 million. method investment earnings on a lag of approximately one month. Summarized combined financial information for our equity method investments on a 100% basis is as follows: In fiscal 2022, we had purchases from our equity method investees of $30.1 million. Total dividends received from equity method investments in fiscal 2022 were $79.0 million. 2022 2021 2020 In fiscal 2021, we had purchases from our equity method investees of $28.7 million. Total dividends received from equity 3,393.9 225.0 3,618.9 In fiscal 2020, we had purchases from our equity method investees of $32.5 million. Total dividends received from equity 3,407.6 $ 238.8 3,646.4 $ 4,258.5 $ 253.2 4,511.7 $ $ $ 360.6 $ 47.3 Summarized combined financial information for our equity method investments on a 100% basis is as follows: 407.9 $ 516.5 $ 54.8 571.3 $ $ $ 313.1 49.4 362.5 Net sales: Ardent Mills method investments in fiscal 2021 were $56.5 million. Other Total net sales Gross margin: method investments in fiscal 2020 were $51.4 million. Ardent Mills Other Total gross margin Earnings after income taxes: Net sales: Ardent Mills Ardent Mills Other Other Total earnings after income taxes Total net sales Gross margin: Ardent Mills Ardent Mills: Other Current assets Noncurrent assets Total gross margin Current liabilities Earnings after income taxes: Noncurrent liabilities Ardent Mills Other: Other Total earnings after income taxes Current assets Noncurrent assets Current liabilities Noncurrent liabilities Ardent Mills: Current assets Noncurrent assets Current liabilities Noncurrent liabilities Other: Current assets Noncurrent assets Current liabilities Noncurrent liabilities 2022 2021 2020 306.2 $ 4,258.5 $ 21.1 253.2 327.3 $ 4,511.7 $ 516.5 $ 54.8 $ 571.3 $ 306.2 $ 21.1 $ 327.3 $ 169.6 $ 3,407.6 $ 19.5 238.8 189.1 $ 3,646.4 $ 144.5 3,393.9 19.3 225.0 163.8 3,618.9 May 29, 2022 May 30, 2021 313.1 360.6 $ 49.4 47.3 1,101.5 1,470.1 $ 362.5 407.9 $ 1,848.2 1,875.9 524.1 720.5 563.0 567.7 144.5 169.6 $ 19.3 19.5 95.0 103.4 $ 163.8 189.1 $ 38.2 36.8 39.9 35.1 May 29, 2022 May 30, 2021 10.6 10.7 $ $ 1,470.1 $ 1,875.9 720.5 567.7 103.4 $ 38.2 35.1 10.7 1,101.5 1,848.2 524.1 563.0 95.0 36.8 39.9 10.6 $ $ $ $ $ $ $ $ 56 56 Notes to Consolidated Financial StatementsFiscal Years Ended May 29,2022, May 30, 2021, and May 31, 2020(columnar dollars in millions except per share amounts) 7. GOODWILL AND OTHER IDENTIFIABLE INTANGIBLE ASSETS The change in the carrying amount of goodwill for fiscal 2022 and 2021, excluding amounts classified as held for sale (seeNote 5), was as follows: Grocery &Snacks Refrigerated& Frozen International Foodservice Total Balance as of May 31, 2020 $4,692.4 $5,611.2 $290.5 $732.8 $11,326.9 Currency translation — — 12.0 — 12.0 Balance as of May 30, 2021 $4,692.4 $5,611.2 $302.5 $732.8 $11,338.9 Currency translation — — (9.7) — (9.7)Balance as of May 29, 2022 $4,692.4 $5,611.2 $292.8 $732.8 $11,329.2 Other identifiable intangible assets, excluding amounts classified as held for sale, were as follows: 2022 2021 GrossCarryingAmount AccumulatedAmortization GrossCarryingAmount AccumulatedAmortization Non-amortizing intangible assets Brands and trademarks $3,061.6 $— $3,273.1 $— Amortizing intangible assets Customer relationships and intellectual property 1,228.0 436.5 1,228.8 377.3 $4,289.6 $436.5 $4,501.9 $377.3 In the fourth quarter of fiscal 2022, we performed our annual goodwill impairment assessment on all of our reporting unitsand found no indicators of impairment. We completed a qualitative assessment on all of our reporting units with the exception ofour Sides, Components, Enhancers reporting unit which considered, among other things, an increase in our market capitalizationfrom our previous testing date and continued sales growth which has had a positive impact on our financial results. Whileoperating profits have been negatively impacted by recent input cost inflation in fiscal 2022, we believe that subsequent priceincreases and other productivity initiatives will eventually result in more normalized operating margins over time. However, we willcontinue to evaluate the impact of any significant changes in consumer purchasing behaviors, government restrictions, input costinflation, or other macroeconomic conditions which could change certain assumptions that result in future impairments. For theSides, Components, Enhancers reporting unit, based upon a quantitative impairment test, the excess fair value over the carryingvalue was approximately 20%, which remained relatively consistent with our prior year quantitative impairment test. Fair value is typically estimated using a discounted cash flow analysis which requires us to estimate the future cash flows aswell as to select a risk-adjusted discount rate to measure the present value of the anticipated cash flows. When determining futurecash flow estimates, we consider historical results adjusted to reflect current and anticipated operating conditions. We estimatecash flows for a reporting unit over a discrete period (typically five years) and a terminal period (considering expected long-termgrowth rates and trends). We used a discount rate for our Sides, Components, Enhancers reporting unit of 6.50% and a terminalgrowth rate of 1%. Estimating the fair value of individual reporting units requires us to make assumptions and estimates in suchareas as future economic conditions, industry-specific conditions, product pricing, and necessary capital expenditures. The use ofdifferent assumptions or estimates for future cash flows, discount rates, or terminal growth rates could produce substantiallydifferent estimates of the fair value of the reporting units. 57Notes to Consolidated Financial StatementsFiscal Years Ended May 29,2022, May 30, 2021, and May 31, 2020(columnar dollars in millions except per share amounts) Amortizing intangible assets, carrying a remaining weighted-average life of approximately 18 years, are principally composedof customer relationships and acquired intellectual property. For fiscal 2022, 2021, and 2020, we recognized amortization expense of$59.3 million, $59.7 million, and $59.8 million, respectively. Based on amortizing assets recognized in our Consolidated BalanceSheet as of May 29, 2022, amortization expense for the next five years is estimated to be as follows: 2023 $56.9 2024 53.6 2025 53.5 2026 43.5 2027 43.3 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 fiscal 2022, as a result of our annual impairment test for indefinite lived intangibles,we recognized impairment charges in SG&A expenses of $209.0 million, primarily within our Grocery & Snacks and Refrigerated &Frozen segments. Duncan Hines® and Gardein® were the most notable brands with impairments largely due to lower thanexpected profit margins which resulted in a reduction to our assumed royalty rates along with increases in our discount rate inresponse to the current economic environment, including an increase in interest rates. During fiscal 2021, as a result of our annual impairment test for indefinite lived intangibles, we recognized impairmentcharges in SG&A expenses of $90.9 million, primarily within our Grocery & Snacks and Refrigerated & Frozen segments. Udi’s®was the most notable brand with impairment in fiscal 2021 largely due to lower than expected sales and profit margins whichresulted in a reduction to our assumed royalty rate. During the first quarter of fiscal 2020, we recorded impairment charges totaling $19.3 million within our Refrigerated & Frozensegment and Grocery & Snacks segment for certain brands for which management changed its business strategy and thatcontinued 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 impairmentcharges in SG&A expenses of $146.2 million, primarily within our Grocery & Snacks and Refrigerated & Frozen segments, largelyassociated with brands that were recorded at fair value in recent acquisitions. The more notable brands with impairments includedFrontera®, Gardein®, Glutino®, Hungry Man®, and Udi’s®. 8. EARNINGS PER SHARE Basic earnings per share is calculated on the basis of weighted average outstanding shares of common stock. Dilutedearnings per share is computed on the basis of basic weighted average outstanding shares of common stock adjusted for thedilutive effect of stock options, restricted stock unit awards, and other dilutive securities. The following table reconciles the income and average share amounts used to compute both basic and diluted earnings pershare: 2022 2021 2020 Net income attributable to Conagra Brands, Inc. common stockholders: $888.2 $1,298.8 $840.1 Weighted average shares outstanding: Basic weighted average shares outstanding 480.3 485.8 487.3 Add: Dilutive effect of stock options, restricted stock unit awards, andother dilutive securities 1.9 2.0 1.3 Diluted weighted average shares outstanding 482.2 487.8 488.6 For fiscal 2022, 2021, and 2020, there were 0.8 million, 0.4 million, and 1.9 million stock options outstanding, respectively, thatwere excluded from the computation of diluted weighted average shares because the effect was antidilutive. 58Notes to Consolidated Financial StatementsFiscal Years Ended May 29,2022, May 30, 2021, and May 31, 2020(columnar dollars in millions except per share amounts) 9. INVENTORIES The major classes of inventories were as follows: May 29, 2022 May 30, 2021 Raw materials and packaging $383.2 $284.1 Work in process 164.8 125.1 Finished goods 1,305.9 1,221.8 Supplies and other 85.8 78.7 Total $1,939.7 $1,709.7 10. OTHER NONCURRENT LIABILITIES Other noncurrent liabilities consisted of: May 29, 2022 May 30, 2021 Postretirement health care and pension obligations (see Note 17) $161.2 $197.3 Noncurrent income tax liabilities 1,344.5 1,271.4 Noncurrent lease liabilities (see Note 14) 197.0 185.1 Self-insurance liabilities 31.3 30.5 Asset retirement obligations 43.0 42.4 Environmental liabilities (see Note 15) 43.6 59.0 Legal settlement costs (see Note 15) 40.5 52.0 Other 102.4 141.9 $1,963.5 $1,979.6 11. CAPITAL STOCK The total number of shares we are authorized to issue is 1,218,050,000 shares, which shares may be issued as follows:1,200,000,000 shares of common stock, par value $5.00 per share; 150,000 shares of Class B Preferred Stock, par value $50.00 pershare; 250,000 shares of Class C Preferred Stock, par value $100.00 per share; 1,100,000 shares of Class D Preferred Stock, no parvalue per share; and 16,550,000 shares of Class E Preferred Stock, no par value per share. There were no preferred shares issued oroutstanding as of May 29, 2022. We have repurchased our shares of common stock from time to time after considering market conditions and in accordancewith repurchase limits authorized by our Board. We repurchased 1.5 million shares of our common stock for approximately$50.0 million in fiscal 2022 and 8.8 million shares of our common stock for approximately $298.1 million in fiscal 2021. 12. SHARE-BASED PAYMENTS In accordance with stockholder-approved equity incentive plans, we grant stock-based compensation awards, includingrestricted stock units, cash-settled restricted stock units, performance shares, performance-based restricted stock units, stockoptions, and stock appreciation rights. The shares delivered upon vesting or lapse of restriction under any such arrangement mayconsist, in whole or part, of treasury stock or authorized but unissued stock, not reserved for any other purpose. On September 19, 2014, our stockholders approved the Conagra Brands, Inc. 2014 Stock Plan (as amended effectiveDecember 11, 2017, the "Plan"). The Plan authorizes the issuance of up to 40.3 million shares of Conagra Brands common stock. Inaddition to the shares under the 2014 Stock Plan, certain shares of Conagra Brands common stock subject to outstanding awardsunder predecessor stock plans that expire, lapse, are cancelled, terminated, forfeited, otherwise become unexercisable, or are settledfor cash are available for issuance. At May 29, 2022, approximately 38.5 million shares were reserved for granting new share-basedawards. 59Notes to Consolidated Financial StatementsFiscal Years Ended May 29,2022, May 30, 2021, and May 31, 2020(columnar dollars in millions except per share amounts) Share Unit Awards In accordance with stockholder-approved equity incentive plans, we grant awards of restricted stock units and cash-settledrestricted stock units ("share units") to employees and directors. These awards generally have requisite service periods of threeyears. Under each such award, stock or cash (as applicable) is issued without direct cost to the employee. We estimate the fairvalue of the share units based upon the market price of our stock at the date of grant. Certain share unit grants do not provide forthe payment of dividend equivalents to the participant during the requisite service period (the "vesting period"). For those grants,the value of the grants is reduced by the net present value of the foregone dividend equivalent payments. We recognize compensation expense for share unit awards on a straight-line basis over the requisite service period,accounting for forfeitures as they occur. The compensation expense for our stock-settled share unit awards totaled $25.8 million,$28.1 million, and $24.5 million for fiscal 2022, 2021, and 2020, respectively. The tax benefit related to the stock-settled share unitaward compensation expense for fiscal 2022, 2021, and 2020 was $5.3 million, $6.1 million, and $5.3 million, respectively. The following table summarizes the nonvested share units as of May 29, 2022 and changes during the fiscal year thenended: Stock-Settled Share Units Share Units(in Millions) WeightedAverageGrant-DateFair Value Nonvested share units at May 30, 2021 2.49 $33.00 Granted 1.09 $34.26 Vested/Issued (0.77) $34.86 Forfeited (0.31) $33.28 Nonvested share units at May 29, 2022 2.50 $32.94 During fiscal 2022, 2021, and 2020, we granted 1.1 million, 0.9 million, and 1.3 million stock-settled share units, respectively,with a weighted average grant date fair value of $34.26, $36.72, and $28.32 per share unit, respectively. No cash-settled share unitawards were granted in fiscal 2022, 2021, or 2020. The total intrinsic value of stock-settled share units vested was $26.9 million, $24.6 million, and $14.2 million during fiscal2022, 2021, and 2020, respectively. The total intrinsic value of cash-settled share units vested was $4.3 million and $24.3million during fiscal 2021 and 2020, respectively. At May 29, 2022, we had $26.5 million of total unrecognized compensation expense that will be recognized over a weightedaverage period of 1.8 years related to stock-settled share unit awards. Performance Share Awards In accordance with stockholder-approved equity incentive plans, we grant performance shares to selected executives andother key employees with vesting contingent upon meeting various Company-wide performance goals. The performance goals forthe three-year performance periods ending in fiscal 2022 (the "2022 performance period") and fiscal 2024 ("2024 performanceperiod") are based on our diluted earnings per share ("EPS") compound annual growth rate ("CAGR"), subject to certainadjustments, measured over the defined performance periods. The performance goal for one-third of the target number ofperformance shares for the three-year performance period ending in fiscal 2023 (the "2023 performance period") is based on ourfiscal 2021 diluted EPS CAGR, subject to certain adjustments. The performance goal for the final two-thirds of the target number ofperformance shares granted for the 2023 performance period is based on our diluted EPS CAGR, subject to certain adjustments,measured over the two-year period ending in fiscal 2023. For each of the 2022 performance period, 2023 performance period, and2024 performance period, the awards actually earned will range from zero to two hundred percent of the targeted number ofperformance shares for such performance period. Dividend equivalents are paid on the portion of performance shares actuallyearned at our regular dividend rate in additional shares of common stock. 60Notes to Consolidated Financial StatementsFiscal Years Ended May 29,2022, May 30, 2021, and May 31, 2020(columnar dollars in millions except per share amounts) Awards, if earned, will be paid in shares of our common stock. Subject to limited exceptions set forth in our performanceshare plan, any shares earned will be distributed after the end of the performance period, and generally only if the participantcontinues to be employed with the Company through the date of distribution. For awards where performance against theperformance target has not been certified, the value of the performance shares is adjusted based upon the market price of ourcommon stock and current forecasted performance against the performance targets at the end of each reporting period andamortized as compensation expense over the vesting period. Forfeitures are accounted for as they occur. A summary of the activity for performance share awards as of May 29, 2022 and changes during the fiscal year then ended ispresented below: Performance Shares Share Units (inMillions) WeightedAverage Grant-Date Fair Value Nonvested performance shares at May 30, 2021 1.51 $33.25 Granted 0.53 $34.13 Adjustments for performance results attained and dividend equivalents 0.35 $35.96 Vested/Issued (0.79) $35.96 Forfeited (0.16) $32.84 Nonvested performance shares at May 29, 2022 1.44 $32.80 We recognized a benefit of $1.4 million for our performance share awards in fiscal 2022 and expense of $34.9 million and$31.8 million for fiscal 2021 and 2020, respectively. The tax expense related to the compensation benefit for fiscal 2022 was $0.7million. The tax benefit related to the compensation expense for fiscal 2021 and 2020 was $3.6 million and $2.9 million, respectively. The total intrinsic value of performance shares vested (including shares paid in lieu of dividends) during fiscal 2022, 2021,and 2020 was $27.0 million, $33.9 million, and $8.4 million, respectively. Based on estimates at May 29, 2022, we had $10.8 million of total unrecognized compensation expense related toperformance shares that will be recognized over a weighted average period of 1.7 years. Performance-Based Restricted Stock Unit Awards On April 15, 2019 (the "grant date"), we made grants of performance-based restricted stock unit ("PBRSU") awards to theCompany's named executive officers and a limited group of other senior officers of the Company. A total of 0.2 million PBRSUawards were granted with a grant date fair value of $41.82 per PBRSU. The PBRSU awards are awards of share units with vesting contingent on our achievement of certain absolute totalshareholder return performance ("TSR") goals over a performance period beginning on the grant date and ending May 27, 2022(the "PBRSU performance period"). If PBRSUs are earned based on absolute TSR and absolute TSR meets or exceeds apredetermined rate, they become eligible for an upward adjustment of 25% based on our relative TSR for the PBRSU performanceperiod versus the median TSR of the S&P 500 Index ("RTSR"). Each PBRSU award payout can range from 0% to 500% of the initialtarget grant and will not exceed 8.6 times the grant value of each grantee's PBRSU award (including earned dividend equivalents). Compensation expense for the awards is recognized over the PBRSU performance period based upon the grant date fairvalue. The grant date fair value was estimated using a Monte-Carlo simulation model with a risk-free rate of 2.35% and an expectedvolatility of 24.92%. The model includes no expected dividend yield as the PBRSUs earn dividend equivalents. We recognize compensation expense using the straight-line method over the requisite service period, accounting forforfeitures as they occur. The compensation expense for our PBRSU awards totaled $1.7 million, $2.4 million, and $2.7 million forfiscal 2022, 2021, and 2020 respectively. The tax expense (benefit) related to our PBRSU awards for fiscal 2022, 2021, and 2020 was$0.4 million, $(0.2) million, and $(0.2) million, respectively. As of May 27, 2022, the end of the PBRSU performance period, theawards did not achieve the absolute TSR goals and resulted in a 0% payout. 61Notes to Consolidated Financial Statements Fiscal Years Ended May 29,2022, May 30, 2021, and May 31, 2020 (columnar dollars in millions except per share amounts) Stock Option Awards In accordance with stockholder-approved equity incentive plans, we granted stock options to employees and directors for the purchase of common stock at prices equal to its fair value at the date of grant. Stock options become exercisable under various vesting schedules (typically three years) and generally expire seven to ten years after the date of grant. No stock options were granted in fiscal 2022, 2021, or 2020. Notes to Consolidated Financial Statements Fiscal Years Ended May 29,2022, May 30, 2021, and May 31, 2020 A summary of the option activity as of May 29, 2022 and changes during the fiscal year then ended is presented below: (columnar dollars in millions except per share amounts) Stock Option Awards Number of Options (in Millions) Weighted Average Exercise Price Average Remaining Contractual Term (Years) Aggregate Intrinsic Value (in Millions) Options In accordance with stockholder-approved equity incentive plans, we granted stock options to employees and directors for Outstanding at May 30, 2021 the purchase of common stock at prices equal to its fair value at the date of grant. Stock options become exercisable under various Exercised 2.0 vesting schedules (typically three years) and generally expire seven to ten years after the date of grant. No stock options were Outstanding at May 29, 2022 8.6 granted in fiscal 2022, 2021, or 2020. 8.6 Exercisable at May 29, 2022 30.70 28.34 30.87 30.87 3.0 $ (0.3) $ 2.7 $ 2.7 $ $ 3.27 $ 3.27 $ A summary of the option activity as of May 29, 2022 and changes during the fiscal year then ended is presented below: We recognize compensation expense using the straight-line method over the requisite service period, accounting for forfeitures as they occur. The total intrinsic value of stock options exercised was $2.0 million, $7.0 million, and $3.8 million for fiscal 2022, 2021, and 2020, respectively. The closing market price of our common stock on the last trading day of fiscal 2022 was $33.15 per share. Options Outstanding at May 30, 2021 expense for fiscal 2020 was $0.1 million. Exercised Outstanding at May 29, 2022 Exercisable at May 29, 2022 Compensation expense for stock option awards totaled $0.2 million for fiscal 2020. The tax benefit related to the stock option 2.0 8.6 8.6 At May 29, 2022, we had no unrecognized compensation expense related to stock options. Average Remaining Contractual Term (Years) Aggregate Intrinsic Value (in Millions) Weighted Average Exercise Price 30.70 28.34 30.87 30.87 Number of Options (in Millions) 3.0 $ (0.3) $ 2.7 $ 2.7 $ $ 3.27 $ 3.27 $ Cash received from stock option exercises for fiscal 2022, 2021, and 2020 was $7.8 million, $20.5 million, and $11.0 million, We recognize compensation expense using the straight-line method over the requisite service period, accounting for respectively. The actual tax benefit realized for the tax deductions from option exercises totaled $0.5 million, $1.7 million, and forfeitures as they occur. The total intrinsic value of stock options exercised was $2.0 million, $7.0 million, and $3.8 million for fiscal $1.4 million for fiscal 2022, 2021, and 2020, respectively. 2022, 2021, and 2020, respectively. The closing market price of our common stock on the last trading day of fiscal 2022 was $33.15 per share. 13. PRE-TAX INCOME AND INCOME TAXES Compensation expense for stock option awards totaled $0.2 million for fiscal 2020. The tax benefit related to the stock option expense for fiscal 2020 was $0.1 million. Pre-tax income from continuing operations (including equity method investment earnings) consisted of the following: At May 29, 2022, we had no unrecognized compensation expense related to stock options. 2022 2021 2020 978.3 United States Cash received from stock option exercises for fiscal 2022, 2021, and 2020 was $7.8 million, $20.5 million, and $11.0 million, 64.8 Foreign respectively. The actual tax benefit realized for the tax deductions from option exercises totaled $0.5 million, $1.7 million, and 1,043.1 $1.4 million for fiscal 2022, 2021, and 2020, respectively. 1,106.0 $ 72.7 1,178.7 $ 1,426.5 $ 68.2 1,494.7 $ $ $ 13. PRE-TAX INCOME AND INCOME TAXES 62 Pre-tax income from continuing operations (including equity method investment earnings) consisted of the following: United States Foreign 2022 2021 2020 $ $ 1,106.0 $ 72.7 1,178.7 $ 1,426.5 $ 68.2 1,494.7 $ 978.3 64.8 1,043.1 62 Notes to Consolidated Financial StatementsFiscal Years Ended May 29,2022, May 30, 2021, and May 31, 2020(columnar dollars in millions except per share amounts) The provision for income taxes included the following: 2022 2021 2020 Current Federal $186.6 $232.6 $188.2 State 48.2 31.8 25.5 Foreign 18.4 15.3 9.5 253.2 279.7 223.2 Deferred Federal 34.7 (63.5) 37.6 State 3.9 (26.1) (62.3)Foreign (1.3) 3.7 2.8 37.3 (85.9) (21.9) $290.5 $193.8 $201.3 Income taxes computed by applying the U.S. Federal statutory rates to income from continuing operations before incometaxes are reconciled to the provision for income taxes set forth in the Consolidated Statements of Earnings as follows: 2022 2021 2020 Computed U.S. Federal income taxes $247.5 $313.9 $219.0 State income taxes, net of U.S. Federal tax impact 37.2 37.4 29.6 Goodwill and intangible impairments 6.1 13.6 11.2 Remeasurement of deferred taxes due to legal entity reorganization — 35.8 (40.9)Tax elections under review by the IRS on capital loss utilization 25.0 — — Change of valuation allowance on capital loss carryforward — (188.5) — Other (25.3) (18.4) (17.6) $290.5 $193.8 $201.3 Income taxes paid, net of refunds, were $299.1 million, $286.3 million, and $178.0 million in fiscal 2022, 2021, and 2020,respectively. The tax effect of temporary differences and carryforwards that give rise to significant portions of deferred tax assets andliabilities consisted of the following: May 29, 2022 May 30, 2021 Assets Liabilities Assets Liabilities Property, plant and equipment $— $327.2 $— $281.7 Inventory 30.5 — 19.5 — Goodwill, trademarks and other intangible assets 405.8 1,066.6 — 1,118.4 Right-of-use assets — 47.9 — 45.5 Accrued expenses 12.7 — 12.0 — Compensation related liabilities 29.3 — 36.5 — Pension and other postretirement benefits — 25.1 — 9.8 Investment in unconsolidated subsidiaries — 9.4 — 2.6 Lease liabilities 56.1 — 54.4 — Other liabilities that will give rise to future tax deductions 73.2 — 96.2 — Net capital and operating loss carryforwards 46.4 — 53.8 — Federal credits 12.0 — 16.1 — Other 32.0 38.6 33.9 33.1 698.0 1,514.8 322.4 1,491.1 Less: Valuation allowance (455.5) — (67.5) — Net deferred taxes $242.5 $1,514.8 $254.9 $1,491.1 63Notes to Consolidated Financial StatementsFiscal Years Ended May 29,2022, May 30, 2021, and May 31, 2020(columnar dollars in millions except per share amounts) The liability for gross unrecognized tax benefits at May 29, 2022 was $62.9 million, excluding a related liability of $6.7 millionfor gross interest and penalties. Included in the balance at May 29, 2022 are $0.2 million of tax positions for which the ultimatedeductibility is highly certain but for which there is uncertainty about the timing of such deductibility. Because of the impact ofdeferred tax accounting, the disallowance of the shorter deductibility period would not affect the annual effective tax rate butwould accelerate the payment of cash to the taxing authority to an earlier period. Any associated interest and penalties imposedwould affect the tax rate. As of May 30, 2021, our gross liability for unrecognized tax benefits was $33.0 million, excluding a relatedliability of $8.8 million for gross interest and penalties. Interest and penalties recognized in the Consolidated Statements ofEarnings was a benefit of $2.1 million in fiscal 2022, an expense of $1.4 million in fiscal 2021, and a benefit of $4.3 million in fiscal2020. The net amount of unrecognized tax benefits at May 29, 2022 and May 30, 2021 that, if recognized, would favorably impactour effective tax rate was $58.0 million and $28.2 million, respectively. We accrue interest and penalties associated with uncertain tax positions as part of income tax expense. We conduct business and file tax returns in numerous countries, states, and local jurisdictions. The U.S. Internal RevenueService ("IRS") has completed its audit of the Company for tax years through fiscal 2020. All resulting significant items for fiscal2020 and prior years have been settled with the IRS, with the exception of fiscal 2016. Statutes of limitation for pre-acquisition taxyears of Pinnacle generally remain open for calendar year 2003 and subsequent years principally related to net operating losses.Other major jurisdictions where we conduct business generally have statutes of limitations ranging from three to five years. We estimate that it is reasonably possible that the amount of gross unrecognized tax benefits will decrease by up to $3.0million over the next twelve months due to various federal, state, and foreign audit settlements and the expiration of statutes oflimitations. The change in the unrecognized tax benefits for the year ended May 29, 2022 was as follows: Beginning balance on May 30, 2021 $33.0 Increases from positions established during prior periods 13.2 Decreases from positions established during prior periods (3.2)Increases from positions established during the current period 31.7 Reductions resulting from lapse of applicable statute of limitation (3.1)Decrease from audit settlements (8.5)Other adjustments to liability (0.2)Ending balance on May 29, 2022 $62.9 We have approximately $14.3 million of foreign net operating loss carryforwards ($11.0 million will expire between fiscal 2027and 2042 and $3.3 million have no expiration dates) and $87.9 million of federal net operating loss carryforwards which expirebetween fiscal 2025 and 2027. Included in net deferred tax liabilities are $28.4 million of tax effected state net operating losscarryforwards which expire in various years ranging from fiscal 2023 to 2042 and $1.7 million of tax effected state capital lossbalances that expire in fiscal year 2034. Foreign tax credits of $10.3 million will expire between fiscal 2025 and 2032. State tax creditsof approximately $5.2 million will expire in various years ranging from fiscal 2023 to 2030. In fiscal 2022, we reflected additional tax expense of $25.0 million related to tax elections made in conjunction with filing ourfiscal 2021 federal tax return. These elections are still under review with the Internal Revenue Service. These elections may result inincreases to the tax basis in those assets and if successful would result in tax benefits being realized in future periods. We have recognized a valuation allowance for the portion of the net operating loss carryforwards, capital loss carryforwards,tax credit carryforwards, and other deferred tax assets we believe are not more likely than not to be realized. The net change in thevaluation allowance for fiscal 2022 was an increase of $388.0 million. For fiscal 2021 and 2020, changes in the valuation allowancewere a decrease of $653.9 million and $9.8 million, respectively. The current year change principally relates to valuation allowanceson increases to tax basis from tax elections made on our fiscal 2021 federal tax return that are still under review with the InternalRevenue Service. 64Notes to Consolidated Financial StatementsFiscal Years Ended May 29,2022, May 30, 2021, and May 31, 2020(columnar dollars in millions except per share amounts) During fiscal 2022, it was determined that the current earnings of certain foreign subsidiaries were not indefinitely reinvestedor that we could not remit to the U.S. parent in a tax-neutral transaction. Accordingly, we recorded a deferred tax liability of $1.5million on approximately $30.0 million of earnings at May 29, 2022. The deferred tax liability relates to local withholding taxes thatwill be owed when this cash is distributed. The undistributed historic earnings in our foreign subsidiaries through May 30, 2021 areconsidered to be indefinitely reinvested or can be remitted in a tax-neutral transaction. Accordingly, we have not recorded adeferred tax liability related to these undistributed historic earnings. 14. LEASES We have operating and finance leases of certain warehouses, plants, land, office space, production and distributionequipment, automobiles, and office equipment. We determine whether an agreement is or contains a lease at lease inception. Right-of-use ("ROU") assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligationto make lease payments arising from the lease. As most of our leases do not provide an implicit interest rate, we calculate the lease liability at lease commencement as thepresent value of unpaid lease payments using our estimated incremental borrowing rate. The incremental borrowing rate representsthe rate of interest that we would have to pay to borrow an amount equal to the lease payments on a collateralized basis over asimilar term and is determined using a portfolio approach based on information available at the commencement date of the lease. We have elected not to separate lease and non-lease components of an agreement for all underlying asset classesprospectively from the ASU 2016-02, Leases, Topic 842 adoption date. Any lease arrangements with an initial term of twelve months or less are not recorded on our Consolidated Balance Sheet.We recognize lease cost for these lease arrangements on a straight-line basis over the lease term. Our lease terms may include options to extend or terminate the lease. We consider these options in determining the leaseterm used to establish our ROU asset and lease liabilities. A limited number of our lease agreements include rental paymentsadjusted periodically for inflation. Our lease agreements do not contain any material residual value guarantees or materialrestrictive covenants. Leases reported in our Consolidated Balance Sheets were as follows: Operating Leases Balance Sheet Location May 29, 2022 May 30, 2021 ROU assets, netOther assets $207.6 $183.8 Lease liabilities (current)Other accrued liabilities 43.6 35.0 Lease liabilities (noncurrent)Other noncurrent liabilities 197.0 185.1 Finance Leases Balance Sheet Location May 29, 2022 May 30, 2021 ROU assets, at costProperty, plant and equipment $208.0 $217.6 Less accumulated depreciationLess accumulated depreciation (64.2) (60.2)ROU assets, netProperty, plant and equipment, net 143.8 157.4 Lease liabilities (current)Current installments of long-term debt 20.6 23.1 Lease liabilities (noncurrent)Senior long-term debt, excluding currentinstallments 110.7 116.0 65Notes to Consolidated Financial StatementsFiscal Years Ended May 29,2022, May 30, 2021, and May 31, 2020(columnar dollars in millions except per share amounts) The components of total lease cost were as follows: 2022 2021 2020 Operating lease cost $52.9 $51.0 $63.7 Finance lease cost Depreciation of leased assets 16.4 19.0 15.4 Interest on lease liabilities 6.5 8.2 9.1 Short-term lease cost 7.3 5.1 3.8 Total lease cost $83.1 $83.3 $92.0 We recognized accelerated operating lease cost of $9.9 million and impairments of ROU assets of $2.9 million within SG&Aexpenses in fiscal 2020. These charges are included in the Pinnacle Integration Restructuring Plan. The weighted-average remaining lease terms and weighted-average discount rate for our leases as of May 29, 2022 and May30, 2021 were as follows: Operating Leases Finance Leases 2022 2021 2022 2021 Weighted-average remaining lease term (in years) 6.9 8.1 7.3 7.7 Weighted-average discount rate 3.21% 3.51% 4.91% 4.95% Cash flows arising from lease transactions were as follows: 2022 2021 2020 Cash paid for amounts included in the measurement of lease liabilities: Operating cash outflows from operating leases $55.7 $56.0 $59.5 Operating cash outflows from finance leases 6.5 8.3 9.2 Financing cash outflows from finance leases 31.2 24.3 22.5 ROU assets obtained in exchange for new lease liabilities: Operating leases 68.5 21.1 41.6 Finance leases 23.6 26.1 12.2 Maturities of lease liabilities by fiscal year as of May 29, 2022 were as follows: OperatingLeases Finance Leases Total 2023 $54.6 $24.8 $79.4 2024 45.3 22.1 67.4 2025 33.2 18.7 51.9 2026 29.9 15.5 45.4 2027 24.5 17.7 42.2 Later years 94.9 58.3 153.2 Total lease payments 282.4 157.1 439.5 Less: Imputed interest (41.8) (25.8) (67.6)Total lease liabilities $240.6 $131.3 $371.9 We have entered into contracts that are or contain a lease that have not yet commenced with aggregate payments totaling$270.6 million as of May 29, 2022. This amount primarily relates to a warehouse facility with a future minimum lease commitment of$254.3 million over a term of 20 years. We expect to take control of this leased asset in fiscal 2024. 66Notes to Consolidated Financial Statements Fiscal Years Ended May 29,2022, May 30, 2021, and May 31, 2020 (columnar dollars in millions except per share amounts) 15. CONTINGENCIES Litigation Matters Notes to Consolidated Financial Statements Fiscal Years Ended May 29,2022, May 30, 2021, and May 31, 2020 (columnar dollars in millions except per share amounts) We are a party to certain litigation matters relating to our acquisition of Beatrice Company ("Beatrice") in fiscal 1991, including litigation proceedings related to businesses divested by Beatrice prior to our acquisition of the company. These 15. CONTINGENCIES proceedings have included suits against a number of lead paint and pigment manufacturers, including ConAgra Grocery Products Company, LLC, a wholly-owned subsidiary of the Company ("ConAgra Grocery Products") as alleged successor to W. P. Fuller & Litigation Matters Co., a lead paint and pigment manufacturer owned and operated by a predecessor to Beatrice from 1962 until 1967. These lawsuits generally seek damages for personal injury, property damage, economic loss, and governmental expenditures allegedly caused by We are a party to certain litigation matters relating to our acquisition of Beatrice Company ("Beatrice") in fiscal 1991, the use of lead-based paint, and/or injunctive relief for inspection and abatement. When such lawsuits have been brought, including litigation proceedings related to businesses divested by Beatrice prior to our acquisition of the company. These ConAgra Grocery Products has denied liability, both on the merits of the claims and on the basis that we do not believe it to be the proceedings have included suits against a number of lead paint and pigment manufacturers, including ConAgra Grocery Products successor to any liability attributable to W. P. Fuller & Co. Decisions favorable to us were rendered in Rhode Island, New Jersey, Company, LLC, a wholly-owned subsidiary of the Company ("ConAgra Grocery Products") as alleged successor to W. P. Fuller & Wisconsin, and Ohio. ConAgra Grocery Products was held liable for the abatement of a public nuisance in California, and the case Co., a lead paint and pigment manufacturer owned and operated by a predecessor to Beatrice from 1962 until 1967. These lawsuits was dismissed pursuant to settlement in July 2019 as discussed in the following paragraph. We remain a defendant in one active generally seek damages for personal injury, property damage, economic loss, and governmental expenditures allegedly caused by suit in Illinois. The Illinois suit seeks class-wide relief for reimbursement of costs associated with the testing of lead levels in the use of lead-based paint, and/or injunctive relief for inspection and abatement. When such lawsuits have been brought, blood. We do not believe it is probable that we have incurred any liability with respect to the Illinois case, nor is it possible to ConAgra Grocery Products has denied liability, both on the merits of the claims and on the basis that we do not believe it to be the estimate any potential exposure. successor to any liability attributable to W. P. Fuller & Co. Decisions favorable to us were rendered in Rhode Island, New Jersey, Wisconsin, and Ohio. ConAgra Grocery Products was held liable for the abatement of a public nuisance in California, and the case In California, a number of cities and counties joined in a consolidated action seeking abatement of an alleged public was dismissed pursuant to settlement in July 2019 as discussed in the following paragraph. We remain a defendant in one active nuisance in the form of lead-based paint potentially present on the interior of residences, regardless of its condition. On September suit in Illinois. The Illinois suit seeks class-wide relief for reimbursement of costs associated with the testing of lead levels in 23, 2013, a trial of the California case concluded in the Superior Court of California for the County of Santa Clara, and on January blood. We do not believe it is probable that we have incurred any liability with respect to the Illinois case, nor is it possible to 27, 2014, the court entered a judgment (the "Judgment") against ConAgra Grocery Products and two other defendants ordering the estimate any potential exposure. creation of a California abatement fund in the amount of $1.15 billion. Liability was joint and several. The Company appealed the Judgment, and on November 14, 2017 the California Court of Appeal for the Sixth Appellate District reversed in part, holding that In California, a number of cities and counties joined in a consolidated action seeking abatement of an alleged public the defendants were not liable to pay for abatement of homes built after 1950, but affirmed the Judgment as to homes built before nuisance in the form of lead-based paint potentially present on the interior of residences, regardless of its condition. On September 1951. The Court of Appeal remanded the case to the trial court with directions to recalculate the amount of the abatement fund 23, 2013, a trial of the California case concluded in the Superior Court of California for the County of Santa Clara, and on January estimated to be necessary to cover the cost of remediating pre-1951 homes, and to hold an evidentiary hearing regarding 27, 2014, the court entered a judgment (the "Judgment") against ConAgra Grocery Products and two other defendants ordering the appointment of a suitable receiver. ConAgra Grocery Products and the other defendants petitioned the California Supreme Court creation of a California abatement fund in the amount of $1.15 billion. Liability was joint and several. The Company appealed the for review of the decision, which we believe to be an unprecedented expansion of current California law. On February 14, 2018, the Judgment, and on November 14, 2017 the California Court of Appeal for the Sixth Appellate District reversed in part, holding that California Supreme Court denied the petition and declined to review the merits of the case, and the case was remanded to the trial the defendants were not liable to pay for abatement of homes built after 1950, but affirmed the Judgment as to homes built before court for further proceedings. ConAgra Grocery Products and the other defendants sought further review of certain issues from 1951. The Court of Appeal remanded the case to the trial court with directions to recalculate the amount of the abatement fund the Supreme Court of the United States, but on October 15, 2018, the Supreme Court declined to review the case. On September 4, estimated to be necessary to cover the cost of remediating pre-1951 homes, and to hold an evidentiary hearing regarding 2018, the trial court recalculated its estimate of the amount needed to remediate pre-1951 homes in the plaintiff jurisdictions to be appointment of a suitable receiver. ConAgra Grocery Products and the other defendants petitioned the California Supreme Court $409.0 million. As of July 10, 2019, the parties reached an agreement in principle to resolve this matter, which agreement was for review of the decision, which we believe to be an unprecedented expansion of current California law. On February 14, 2018, the approved by the trial court on July 24, 2019, and the action against ConAgra Grocery Products was dismissed with prejudice. California Supreme Court denied the petition and declined to review the merits of the case, and the case was remanded to the trial Pursuant to the settlement, ConAgra Grocery Products will pay a total of $101.7 million in seven installments to be paid annually court for further proceedings. ConAgra Grocery Products and the other defendants sought further review of certain issues from from fiscal 2020 through fiscal 2026 of which we have made payments through May 29, 2022 of $49.0 million. As part of the the Supreme Court of the United States, but on October 15, 2018, the Supreme Court declined to review the case. On September 4, settlement, ConAgra Grocery Products has provided a guarantee of up to $15.0 million in the event co-defendant, NL Industries, 2018, the trial court recalculated its estimate of the amount needed to remediate pre-1951 homes in the plaintiff jurisdictions to be Inc., defaults on its payment obligations. We have accrued $11.7 million and $40.5 million, within other accrued liabilities and other $409.0 million. As of July 10, 2019, the parties reached an agreement in principle to resolve this matter, which agreement was noncurrent liabilities, respectively, for this matter as of May 29, 2022. The extent of insurance coverage is uncertain and the approved by the trial court on July 24, 2019, and the action against ConAgra Grocery Products was dismissed with prejudice. Company's carriers are on notice; however, any possible insurance recovery has not been considered for purposes of determining Pursuant to the settlement, ConAgra Grocery Products will pay a total of $101.7 million in seven installments to be paid annually our liability. from fiscal 2020 through fiscal 2026 of which we have made payments through May 29, 2022 of $49.0 million. As part of the settlement, ConAgra Grocery Products has provided a guarantee of up to $15.0 million in the event co-defendant, NL Industries, 67 Inc., defaults on its payment obligations. We have accrued $11.7 million and $40.5 million, within other accrued liabilities and other noncurrent liabilities, respectively, for this matter as of May 29, 2022. The extent of insurance coverage is uncertain and the Company's carriers are on notice; however, any possible insurance recovery has not been considered for purposes of determining our liability. 67 Notes to Consolidated Financial StatementsFiscal Years Ended May 29,2022, May 30, 2021, and May 31, 2020(columnar dollars in millions except per share amounts) We are party to a number of putative class action lawsuits challenging various product claims made in the Company'sproduct labeling. These matters include Briseno v. ConAgra Foods, Inc. in which it is alleged that the labeling for Wesson® oils as100% natural is false and misleading because the oils contain genetically modified plants and organisms. In February 2015, the U.S.District Court for the Central District of California granted class certification to permit plaintiffs to pursue state law claims. TheCompany appealed to the United States Court of Appeals for the Ninth Circuit, which affirmed class certification in January 2017.The Supreme Court of the United States declined to review the decision and the case was remanded to the trial court for furtherproceedings. On April 4, 2019, the trial court granted preliminary approval of a settlement in this matter. In the second quarter offiscal 2020, a single objecting class member appealed the court's decision approving the settlement to the United States Court ofAppeals for the Ninth Circuit. On June 1, 2021, the appellate court rejected the settlement and remanded to the trial court for furtherproceedings. On December 22, 2021, the trial court denied plaintiffs’ motion for final approval of the settlement. While we cannotpredict with certainty the results of this or any other legal proceeding challenging our product claims, we do not expect thesematters to have a material adverse effect on our financial condition, results of operations, or business. We are party to matters challenging the Company's wage and hour practices. These matters include a number of classactions consolidated under the caption Negrete v. ConAgra Foods, Inc., et al, pending in the U.S. District Court for the CentralDistrict of California, in which the plaintiffs allege a pattern of violations of California and/or federal law at several current andformer Company manufacturing facilities across the State of California. On June 21, 2021, the trial court granted preliminaryapproval of a settlement in this matter. Final approval of the settlement was granted on February 7, 2022 and the case wasdismissed with prejudice. The Company fulfilled its settlement obligations by contributing a total of $9.4 million to the settlementfund as of February 18, 2022. We are party to a number of matters asserting product liability claims against the Company related to certain Pam® andother cooking spray products. These lawsuits generally seek damages for personal injuries allegedly caused by defects in thedesign, manufacture, or safety warnings of the cooking spray products. We have put the Company's insurance carriers on notice.While we cannot predict with certainty the results of these or any other legal proceedings, we do not expect these matters to havea material adverse effect on our financial condition, results of operations, or business. The Company, its directors, and several of its executive officers are defendants in several class actions alleging violations offederal securities laws. The lawsuits assert that the Company's officers made material misstatements and omissions that caused themarket to have an unrealistically positive assessment of the Company's financial prospects in light of the acquisition of Pinnacle,thus causing the Company's securities to be overvalued prior to the release of the Company's consolidated financial results onDecember 20, 2018 for the second quarter of fiscal year 2019. The first of these lawsuits, captioned West Palm Beach Firefighters'Pension Fund v. Conagra Brands, Inc., et al., with which subsequent lawsuits alleging similar facts have been consolidated, wasfiled on February 22, 2019 in the U.S. District Court for the Northern District of Illinois. That consolidated lawsuit was dismissedwith prejudice on December 23, 2020 for failure to state a claim. On January 22, 2021, the plaintiff filed a notice of appeal of the trialcourt’s decision to the U.S. Court of Appeals for the Seventh Circuit. On May 9, 2022, the appellate court affirmed the dismissal,and the matter is now closed. In addition, on May 9, 2019, a stockholder filed a derivative action on behalf of the Company againstthe Company's directors captioned Klein v. Arora, et al. in the U.S. District Court for the Northern District of Illinois asserting harmto the Company due to alleged breaches of fiduciary duty and mismanagement in connection with the Pinnacle acquisition. OnJuly 9, 2019, September 20, 2019, and March 10, 2020, the Company received three separate demands from stockholders underDelaware law to inspect the Company's books and records related to the Board of Directors' review of the Pinnacle business,acquisition, and the Company's public statements related to them. On July 22, 2019 and August 6, 2019, respectively, twoadditional stockholder derivative lawsuits captioned Opperman v. Connolly, et al. and Dahl v. Connolly, et al. were filed in theU.S. District Court for the Northern District of Illinois asserting similar facts and claims as the Klein v. Arora, et al. matter. OnOctober 21, 2019, the Company received an additional demand from a stockholder under Delaware law to appoint a specialcommittee to investigate the conduct of certain officers and directors in connection with the Pinnacle acquisition and theCompany's public statements. On March 9, 2020, the stockholder derivative lawsuits were consolidated in a single ConsolidatedDerivative Action under the caption Klein v. Arora, et al. On June 9, 2022, the Consolidated Derivative Action was dismissedwithout prejudice by stipulation of the parties, and the matter is now closed. 68Notes to Consolidated Financial StatementsFiscal Years Ended May 29,2022, May 30, 2021, and May 31, 2020(columnar dollars in millions except per share amounts) Environmental Matters Securities and Exchange Commission (the "SEC") regulations require us to disclose certain information about environmentalproceedings if a governmental authority is a party to such proceedings and such proceedings involve potential monetarysanctions that we reasonably believe will exceed a stated threshold. Pursuant to the SEC regulations, the Company uses athreshold of $1.0 million for purposes of determining whether disclosure of any such proceedings is required. In October 2019, the Minnesota Pollution Control Agency ("MPCA") initiated an odor complaint investigation at ourWaseca, Minnesota vegetable processing facility. As a result of the investigation, the MPCA required implementation of acontinuous monitoring system running from May 1 – October 31 to monitor hydrogen sulfide emissions at the wastewatertreatment facility. As a result of the monitoring data findings, the MPCA has alleged violations of Minnesota Ambient Air QualityStandards based on our hydrogen sulfide emissions during calendar years 2020 and 2021. The MPCA’s current proposed penaltyis $1.8 million for 2020 and $4.3 million for 2021; however, we are still in settlement negotiations with the MPCA to reduce theamount allegedly owed. To that end, Conagra is taking additional actions to improve wastewater treatment at the Waseca facility,which may be used to offset portions of the penalties ultimately agreed upon by the parties. We are a party to certain environmental proceedings relating to our acquisition of Beatrice in fiscal 1991. Such proceedingsinclude proceedings related to businesses divested by Beatrice prior to our acquisition of Beatrice. The current environmentalproceedings associated with Beatrice include litigation and administrative proceedings involving Beatrice's possible status as apotentially responsible party at approximately 35 Superfund, proposed Superfund, or state-equivalent sites (the "Beatrice sites").These sites involve locations previously owned or operated by predecessors of Beatrice that used or produced petroleum,pesticides, fertilizers, dyes, inks, solvents, polychlorinated biphenyls, acids, lead, sulfur, tannery wastes, and/or othercontaminants. Reserves for these Beatrice environmental proceedings have been established based on our best estimate of theundiscounted remediation liabilities, which estimates include evaluation of investigatory studies, extent of required clean-up, theknown volumetric contribution of Beatrice and other potentially responsible parties, and its experience in remediating sites. Theaccrual for Beatrice-related environmental matters totaled $39.9 million ($2.0 million within other accrued liabilities and $37.9 millionwithin other noncurrent liabilities) as of May 29, 2022, a majority of which relates to the Superfund and state-equivalent sitesreferenced above. During the third quarter of fiscal 2017, a final Remedial Investigation/Feasibility Study was submitted for theSouthwest Properties portion ("Operating Unit 4") of the Wells G&H Superfund site, which is one of the Beatrice sites. The U.S.Environmental Protection Agency ("EPA") issued a Record of Decision ("ROD") for the Southwest Properties portion of the siteon September 29, 2017 and entered into negotiations with potentially responsible parties to determine final responsibility forimplementing the ROD. On September 14, 2020, the district court entered a consent decree among EPA and the settling defendants,including the Company. On May 24, 2022, BFEL Indemnitor, Inc. ("BFEL"), a Conagra subsidiary, entered a settlement agreementwith a third party with whom BFEL shared certain environmental liabilities of past owners and/or operators, which resulted in a $6.5million benefit within SG&A expenses due to a reduction in our environmental reserves. Guarantees and Other Contingencies In certain limited situations, we will guarantee an obligation of an unconsolidated entity. We guarantee an obligation of theLamb Weston business pursuant to a guarantee arrangement that existed prior to the spinoff of the Lamb Weston business (the"Spinoff"). The guarantee remained in place following completion of the Spinoff, and it will remain in place until such guaranteeobligation is substituted for guarantees issued by Lamb Weston. Pursuant to the separation and distribution agreement, dated asof November 8, 2016 (the "Separation Agreement"), between us and Lamb Weston, this guarantee arrangement is deemed a liabilityof Lamb Weston that was transferred to Lamb Weston as part of the Spinoff. Accordingly, in the event that we are required tomake any payments as a result of this guarantee arrangement, Lamb Weston is obligated to indemnify us for any such liability,reduced by any insurance proceeds received by us, in accordance with the terms of the indemnification provisions under theSeparation Agreement. Lamb Weston is a party to an agricultural sublease agreement with a third party for certain farmlandthrough 2025 (subject, at Lamb Weston's option, to extension for one additional five-year period). Under the terms of the subleaseagreement, Lamb Weston is required to make certain rental payments to the sublessor. We have guaranteed the sublessor LambWeston's performance and the payment of all amounts (including indemnification obligations) owed by Lamb Weston under thesublease agreement, up to a maximum of $75.0 million. We believe the farmland associated with this sublease agreement is readilymarketable for lease to other area farming operators. As such, we believe that any financial exposure to the Company, in the eventthat we were required to perform under the guarantee, would be largely mitigated. 69Notes to Consolidated Financial StatementsFiscal Years Ended May 29,2022, May 30, 2021, and May 31, 2020(columnar dollars in millions except per share amounts) We also guarantee a lease resulting from an exited facility. As of May 29, 2022, the remaining term of this arrangement didnot exceed five years and the maximum amount of future payments we have guaranteed was $11.3 million. General After taking into account liabilities recognized for all of the foregoing matters, management believes the ultimate resolutionof such matters should not have a material adverse effect on our financial condition, results of operations, or liquidity; however, itis reasonably possible that a change of the estimates of any of the foregoing matters may occur in the future which could have amaterial adverse effect on our financial condition, results of operations, or liquidity. Costs of legal services associated with the foregoing matters are recognized in earnings as services are provided. 16. DERIVATIVE FINANCIAL INSTRUMENTS Our operations are exposed to market risks from adverse changes in commodity prices affecting the cost of raw materials andenergy, foreign currency exchange rates, and interest rates. In the normal course of business, these risks are managed through avariety of strategies, including the use of derivatives. Commodity futures and option contracts are used from time to time to economically hedge commodity input prices on itemssuch as natural gas, vegetable oils, proteins, packaging materials, dairy, grains, diesel fuel and electricity. Generally, weeconomically hedge a portion of our anticipated consumption of commodity inputs for periods of up to 36 months. We may enterinto longer-term economic hedges on particular commodities, if deemed appropriate. As of May 29, 2022, we had economicallyhedged certain portions of our anticipated consumption of commodity inputs using derivative instruments with expiration datesthrough January 2023. In order to reduce exposures related to changes in foreign currency exchange rates, we enter into forward exchange, option,or swap contracts from time to time for transactions denominated in a currency other than the applicable functional currency. Thisincludes, but is not limited to, hedging against foreign currency risk in purchasing inventory and capital equipment, sales offinished goods, and future settlement of foreign-denominated assets and liabilities. As of May 29, 2022, we had economicallyhedged certain portions of our foreign currency risk in anticipated transactions using derivative instruments with expiration datesthrough February 2023. From time to time, we may use derivative instruments, including interest rate swaps, to reduce risk related to changes ininterest rates. This includes, but is not limited to, hedging against increasing interest rates prior to the issuance of long-term debtand hedging the fair value of our senior long-term debt. Derivatives Designated as Cash Flow Hedges During the first quarter of fiscal 2019, we entered into deal-contingent forward starting interest rate swap contracts to hedgea portion of the interest rate risk related to our issuance of long-term debt to help finance the acquisition of Pinnacle. We settledthese contracts during the second quarter of fiscal 2019 and deferred a $47.5 million gain in accumulated other comprehensiveincome that is being amortized as a reduction of interest expense over the lives of the related debt instruments. In the secondquarter of fiscal 2021, $0.5 million was written off in connection with the early extinguishment of debt (see Note 3). The unamortizedamount at May 29, 2022 was $34.9 million. 70Notes to Consolidated Financial StatementsFiscal Years Ended May 29,2022, May 30, 2021, and May 31, 2020(columnar dollars in millions except per share amounts) Economic Hedges of Forecasted Cash Flows Many of our derivatives do not qualify for, and we do not currently designate certain commodity or foreign currencyderivatives to achieve, hedge accounting treatment. We reflect realized and unrealized gains and losses from derivatives used toeconomically hedge anticipated commodity consumption and to mitigate foreign currency cash flow risk in earnings immediatelywithin general corporate expense (within cost of goods sold). The gains and losses are reclassified to segment operating results inthe period in which the underlying item being economically hedged is recognized in cost of goods sold. In the event thatmanagement determines a particular derivative entered into as an economic hedge of a forecasted commodity purchase has ceasedto function as an economic hedge, we cease recognizing further gains and losses on such derivatives in corporate expense andbegin recognizing such gains and losses within segment operating results immediately. Economic Hedges of Fair Values — Foreign Currency Exchange Rate Risk We may use options and cross currency swaps to economically hedge the fair value of certain monetary assets and liabilities(including intercompany balances) denominated in a currency other than the functional currency. These derivatives are marked-to-market with gains and losses immediately recognized in SG&A expenses. These substantially offset the foreign currencytransaction gains or losses recognized as values of the monetary assets or liabilities being economically hedged change. All derivative instruments are recognized on the Consolidated Balance Sheets at fair value (refer to Note 18 for additionalinformation related to fair value measurements). The fair value of derivative assets is recognized within prepaid expenses and othercurrent assets, while the fair value of derivative liabilities is recognized within other accrued liabilities. In accordance with U.S.GAAP, we offset certain derivative asset and liability balances, as well as certain amounts representing rights to reclaim cashcollateral and obligations to return cash collateral, where master netting agreements provide for legal right of setoff. At May 29,2022 and May 30, 2021, amounts representing an obligation to return cash collateral of $4.0 and $2.0 million, respectively, wereincluded in prepaid expenses and other current assets in our Consolidated Balance Sheets. Derivative assets and liabilities and amounts representing a right to reclaim cash collateral or obligation to return cashcollateral were reflected in our Consolidated Balance Sheets as follows: May 29, 2022 May 30, 2021 Prepaid expenses and other current assets $7.0 $15.5 Other accrued liabilities 2.2 6.9 The following table presents our derivative assets and liabilities at May 29, 2022, on a gross basis, prior to the setoff of $20.1million to total derivative assets and $16.1 million to total derivative liabilities where legal right of setoff existed: Derivative Assets Derivative Liabilities Balance Sheet Location Fair Value Balance Sheet Location Fair Value Commodity contractsPrepaid expenses andother current assets $26.8 Other accrued liabilities $16.1 Foreign exchange contractsPrepaid expenses andother current assets 0.3 Other accrued liabilities 2.2 Total derivatives not designated as hedging instruments $27.1 $18.3 71Notes to Consolidated Financial StatementsFiscal Years Ended May 29,2022, May 30, 2021, and May 31, 2020(columnar dollars in millions except per share amounts) The following table presents our derivative assets and liabilities, at May 30, 2021, on a gross basis, prior to the setoff of $7.4million to total derivative assets and $5.4 million to total derivative liabilities where legal right of setoff existed: Derivative Assets Derivative Liabilities Balance Sheet Location Fair Value Balance Sheet Location Fair Value Commodity contractsPrepaid expenses andother current assets $22.9 Other accrued liabilities $5.4 Foreign exchange contractsPrepaid expenses andother current assets — Other accrued liabilities 6.9 Total derivatives not designated as hedging instruments $22.9 $12.3 The location and amount of gains (losses) from derivatives not designated as hedging instruments in our ConsolidatedStatements of Earnings were as follows: For the Fiscal Year Ended May 29, 2022 Derivatives Not Designated as Hedging InstrumentsLocation in ConsolidatedStatement of Earnings of Gains(Losses) Recognized onDerivatives Amount of Gains(Losses)Recognized onDerivatives inConsolidatedStatement ofEarnings Commodity contractsCost of goods sold $33.4 Foreign exchange contractsCost of goods sold 3.7 Total gains from derivative instruments not designated as hedging instruments $37.1 For the Fiscal Year Ended May 30, 2021 Derivatives Not Designated as Hedging InstrumentsLocation in ConsolidatedStatement of Earnings of Gains(Losses) Recognized onDerivatives Amount of Gains(Losses)Recognized onDerivatives inConsolidatedStatement ofEarnings Commodity contractsCost of goods sold $26.6 Foreign exchange contractsCost of goods sold (17.1)Total gains from derivative instruments not designated as hedging instruments $9.5 For the Fiscal Year Ended May 31, 2020 Derivatives Not Designated as Hedging InstrumentsLocation in ConsolidatedStatement of Earnings of Gains(Losses) Recognized onDerivatives Amount of Gains(Losses)Recognized onDerivatives inConsolidatedStatement ofEarnings Commodity contractsCost of goods sold $(18.4)Foreign exchange contractsCost of goods sold 5.5 Total losses from derivative instruments not designated as hedging instruments $(12.9) 72Notes to Consolidated Financial StatementsFiscal Years Ended May 29,2022, May 30, 2021, and May 31, 2020(columnar dollars in millions except per share amounts) As of May 29, 2022, our open commodity contracts had a notional value (defined as notional quantity times market value pernotional quantity unit) of $115.3 million and $96.7 million for purchase and sales contracts, respectively. As of May 30, 2021, ouropen commodity contracts had a notional value of $148.8 million and $159.4 million for purchase and sales contracts, respectively.The notional amount of our foreign currency forward and cross currency swap contracts as of May 29, 2022 and May 30, 2021 was$106.6 million and $111.4 million, respectively. We enter into certain commodity, interest rate, and foreign exchange derivatives with a diversified group of counterparties.We continually monitor our positions and the credit ratings of the counterparties involved and limit the amount of credit exposureto any one party. These transactions may expose us to potential losses due to the risk of nonperformance by these counterparties.We have not incurred a material loss due to nonperformance in any period presented and do not expect to incur any such materialloss. We also enter into futures and options transactions through various regulated exchanges. At May 29, 2022, the maximum amount of loss due to the credit risk of the counterparties, had the counterparties failed toperform according to the terms of the contracts, was $1.3 million. 17. PENSION AND POSTRETIREMENT BENEFITS We have defined benefit retirement plans ("pension plans") for eligible salaried and hourly employees. Benefits are based onyears of credited service and average compensation or stated amounts for each year of service. We also sponsor postretirementplans which provide certain medical and dental benefits to qualifying U.S. employees. Effective August 1, 2013, our defined benefitpension plan for eligible salaried employees was closed to new hire salaried employees. New hire salaried employees will generallybe eligible to participate in our defined contribution plan. During the third quarter of fiscal 2020, we amended a certain hourly pension plan that froze future compensation and serviceperiods. As a result, we remeasured the Company's hourly pension plan liability as of January 31, 2020 and recorded a pensioncurtailment loss of $0.2 million previously within other comprehensive income (loss). In connection with the remeasurement, weupdated the effective discount rate assumption for the impacted pension plan from 3.86% to 2.96%. The remeasurement increasedthe underfunded status of the pension plan by $4.3 million with a corresponding loss within other comprehensive income (loss). During the second quarter of fiscal 2020, the Company provided a voluntary lump-sum settlement offer to certain terminatedvested participants in the salaried pension plan in order to reduce a portion of the pension obligation. During the third quarter offiscal 2020, lump-sum settlement payments totaling $154.6 million were distributed from pension plan assets to such participants.As a result of the settlement, we were required to remeasure our pension plan liability. In connection with the remeasurement, weupdated the effective discount rate assumption for the impacted pension plan obligation from 3.89% to 3.37%, as of December 31,2019. The settlement and related remeasurement resulted in the recognition of a settlement gain of $2.1 million, reflected in pensionand postretirement non-service income, as well as a benefit to other comprehensive income (loss) totaling $79.8 million in the thirdquarter of fiscal 2020. As a result of the anticipated exit of certain facilities, during the first quarter of fiscal 2020, we remeasured the Company'shourly pension plan as of August 25, 2019 and recorded a pension curtailment loss of $0.6 million previously within othercomprehensive income (loss). In connection with the remeasurement, we updated the effective discount rate assumption for theimpacted pension plan obligation from 3.90% to 3.13%. The curtailment loss and related remeasurement increased the underfundedstatus of the pension plan by $12.3 million with a corresponding loss within other comprehensive income (loss). We recognize the funded status of our pension and postretirement plans in the Consolidated Balance Sheets. For ourpension plans, we also recognize as a component of accumulated other comprehensive income (loss), the net of tax results of theactuarial gains or losses within the corridor and prior service costs or credits that arise during the period but are not recognized innet periodic benefit cost. For our postretirement plans, we also recognize as a component of accumulated other comprehensiveincome (loss), the net of tax results of the gains or losses and prior service costs or credits that arise during the period but are notrecognized in net periodic benefit cost. These amounts will be adjusted out of accumulated other comprehensive income (loss) asthey are subsequently recognized as components of net periodic benefit cost. For our pension plans, we have elected toimmediately recognize actuarial gains and losses in our operating results in the year in which they occur, to the extent they exceedthe corridor, eliminating amortization. Amounts are included in the components of pension and postretirement plan costs, below, asrecognized net actuarial loss. 73Notes to Consolidated Financial StatementsFiscal Years Ended May 29,2022, May 30, 2021, and May 31, 2020(columnar dollars in millions except per share amounts) The changes in benefit obligations and plan assets at May 29, 2022 and May 30, 2021 are presented in the following table. Pension Plans Postretirement Plans 2022 2021 2022 2021 Change in Benefit Obligation Benefit obligation at beginning of year $3,739.2 $3,872.5 $81.5 $89.8 Service cost 8.7 11.6 0.2 0.2 Interest cost 83.3 86.8 1.3 1.5 Amendments 3.7 — — — Actuarial gain (503.1) (37.4) (9.5) (2.3)Plan settlements — — — (0.3)Curtailments — — — — Benefits paid (198.3) (196.8) (8.2) (8.5)Currency (0.9) 2.5 (0.5) 1.1 Benefit obligation at end of year $3,132.6 $3,739.2 $64.8 $81.5 Change in Plan Assets Fair value of plan assets at beginning of year $3,848.8 $3,820.4 $3.3 $3.4 Actual return on plan assets (366.1) 194.6 0.1 0.2 Employer contributions 11.5 27.6 8.2 8.5 Plan settlements — — — (0.3)Benefits paid (198.4) (196.8) (8.2) (8.5)Currency (1.1) 3.0 — — Fair value of plan assets at end of year $3,294.7 $3,848.8 $3.4 $3.3 The $503.1 million actuarial gain reducing our projected benefit obligation at the end of fiscal 2022 is principally related tothe increase in the discount rate from 3.04% to 4.48%. This change in interest rates also impacted the fair value of our portfolio offixed income securities which contributed to the $366.1 million lower return on plan assets in fiscal 2022. The funded status and amounts recognized in our Consolidated Balance Sheets at May 29, 2022 and May 30, 2021 were asfollows: Pension Plans Postretirement Plans 2022 2021 2022 2021 Funded Status $162.1 $109.6 $(61.4) $(78.2)Amounts Recognized in Consolidated Balance Sheets Other assets $277.0 $245.0 $3.2 $3.0 Other accrued liabilities (10.2) (10.3) (8.1) (9.0)Other noncurrent liabilities (104.7) (125.1) (56.5) (72.2)Net Amount Recognized $162.1 $109.6 $(61.4) $(78.2)Amounts Recognized in Accumulated Other Comprehensive(Income) Loss (Pre-tax) Actuarial net loss (gain) $(30.2) $(41.5) $(44.5) $(38.4)Net prior service cost (benefit) 8.0 6.2 (11.0) (12.9)Total $(22.2) $(35.3) $(55.5) $(51.3)Weighted-Average Actuarial Assumptions Used to DetermineBenefit Obligations at May 29, 2022 and May 30, 2021 Discount rate 4.48% 3.04% 4.24% 2.51%Long-term rate of compensation increase N/A N/A N/A N/A The accumulated benefit obligation for all defined benefit pension plans was $3.13 billion and $3.74 billion at May 29, 2022and May 30, 2021, respectively. 74Notes to Consolidated Financial StatementsFiscal Years Ended May 29,2022, May 30, 2021, and May 31, 2020(columnar dollars in millions except per share amounts) The projected benefit obligation and accumulated benefit obligation for pension plans with accumulated benefit obligationsin excess of plan assets at May 29, 2022 and May 30, 2021 were as follows: 2022 2021 Projected benefit obligation $114.9 $135.4 Accumulated benefit obligation 114.9 135.4 Components of pension and postretirement plan costs included: Pension Plans Postretirement Plans 2022 2021 2020 2022 2021 2020 Service cost $8.7 $11.6 $11.5 $0.2 $0.2 $0.1 Interest cost 83.3 86.8 118.4 1.3 1.5 2.6 Expected return on plan assets (145.4) (140.0) (170.2) — — — Amortization of prior service cost (benefit) 1.9 2.3 2.7 (2.0) (2.1) (2.1)Recognized net actuarial loss (gain) (2.9) 0.8 44.8 (3.5) (3.5) (4.6)Settlement gain — — (2.1) — (0.5) (0.2)Curtailment loss (gain) — 0.2 0.8 — — — Pension and postretirement cost (benefit) —Company plans (54.4) (38.3) 5.9 (4.0) (4.4) (4.2)Pension cost (benefit) — multi-employerplans 8.1 7.4 6.5 — — — Total pension and postretirement cost(benefit) $(46.3) $(30.9) $12.4 $(4.0) $(4.4) $(4.2) In fiscal 2022, 2021, and 2020, the Company recorded a gain of $2.9 million and charges of $0.8 million and $44.8 million,respectively, reflecting the year-end write-off of actuarial gains and losses in excess of 10% of our pension liability. In fiscal 2020,the higher actuarial losses outside of the 10% corridor were principally related to a reduction in the discount rate used to recognizeat present value our pension obligations and a decline in market value of certain plan assets associated with our non-qualified andhourly plans. Other changes in plan assets and benefit obligations recognized in other comprehensive income (loss) were as follows: Pension Plans Postretirement Plans 2022 2021 2022 2021 Net actuarial gain (loss) $(8.5) $92.0 $9.6 $2.5 Amendments (3.7) — — — Amortization of prior service cost (benefit) 1.9 2.3 (2.0) (2.1)Settlement and curtailment loss (gain) — 0.2 — (0.5)Recognized net actuarial loss (gain) (2.9) 0.8 (3.5) (3.5)Currency 0.1 (0.2) 0.1 (0.2)Net amount recognized $(13.1) $95.1 $4.2 $(3.8) Weighted-Average Actuarial Assumptions Used to Determine Net Expense Pension Plans Postretirement Plans 2022 2021 2020 2022 2021 2020 Discount rate - interest cost 2.29% 2.30% 3.51% 1.69% 1.74% 3.09%Discount rate - service cost 3.50% 3.35% 4.04% 3.55% 3.03% 3.47%Long-term rate of return on plan assets 3.87% 3.74% 4.77% N/A N/A N/A Long-term rate of compensation increase N/A N/A N/A N/A N/A N/A The Company uses a split discount rate (spot-rate approach) for the U.S. plans and certain foreign plans. The spot-rateapproach applies separate discount rates for each projected benefit payment in the calculation of pension service and interestcost. 75Notes to Consolidated Financial StatementsFiscal Years Ended May 29,2022, May 30, 2021, and May 31, 2020(columnar dollars in millions except per share amounts) We amortize prior service cost for our pension and postretirement plans, as well as amortizable gains and losses for ourpostretirement plans, in equal annual amounts over the average expected future period of vested service. For plans with no activeparticipants, average life expectancy is used instead of average expected useful service. Plan Assets The fair value of plan assets, summarized by level within the fair value hierarchy described in Note 18, as of May 29, 2022,was as follows: Level 1 Level 2 Level 3 Total Cash and cash equivalents $19.8 $93.2 $— $113.0 Equity securities: U.S. equity securities 65.6 19.5 — 85.1 International equity securities 34.4 — — 34.4 Fixed income securities: Government bonds — 653.1 — 653.1 Corporate bonds — 2,179.3 — 2,179.3 Mortgage-backed bonds — 8.6 — 8.6 Real estate funds — — — — Net payables for unsettled transactions (9.6) — — (9.6)Fair value measurement of pension plan assets in the fair valuehierarchy $110.2 $2,953.7 $— $3,063.9 Investments measured at net asset value 230.8 Total pension plan assets $3,294.7 The fair value of plan assets, summarized by level within the fair value hierarchy described in Note 18, as of May 30, 2021,was as follows: Level 1 Level 2 Level 3 Total Cash and cash equivalents $7.5 $85.0 $— $92.5 Equity securities: U.S. equity securities 78.0 94.6 — 172.6 International equity securities 121.9 0.5 — 122.4 Fixed income securities: Government bonds — 772.6 — 772.6 Corporate bonds — 2,407.2 — 2,407.2 Mortgage-backed bonds — 12.4 — 12.4 Real estate funds — — — — Net receivables for unsettled transactions 5.7 — — 5.7 Fair value measurement of pension plan assets in the fair valuehierarchy $213.1 $3,372.3 $— $3,585.4 Investments measured at net asset value 263.4 Total pension plan assets $3,848.8 Level 1 assets are valued based on quoted prices in active markets for identical securities. The majority of the Level 1 assetslisted above include the common stock of both U.S. and international companies, mutual funds, master limited partnership units,and real estate investment trusts, all of which are actively traded and priced in the market. Level 2 assets are valued based on other significant observable inputs including quoted prices for similar securities, yieldcurves, indices, etc. Level 2 assets consist primarily of individual fixed income securities where values are based on quoted pricesof similar securities and observable market data. Level 3 assets consist of investments where active market pricing is not readily available and, as such, fair value is estimatedusing significant unobservable inputs. 76Notes to Consolidated Financial StatementsFiscal Years Ended May 29,2022, May 30, 2021, and May 31, 2020(columnar dollars in millions except per share amounts) Certain assets that are measured at fair value using the NAV (net asset value) per share (or its equivalent) practical expedienthave not been classified in the fair value hierarchy. Such investments are generally considered long-term in nature with varyingredemption availability. For certain of these investments, with a fair value of approximately $29.4 million as of May 29, 2022, theasset managers have the ability to impose customary redemption gates which may further restrict or limit the redemption ofinvested funds therein. As of May 29, 2022, no such gates were imposed. As of May 29, 2022, we have unfunded commitments for additional investments of $35.0 million in private equity funds and$10.4 million in natural resources funds. We expect unfunded commitments to be funded from plan assets rather than the generalassets of the Company. To develop the expected long-term rate of return on plan assets assumption for the pension plans, we consider the currentasset allocation strategy, the historical investment performance, and the expectations for future returns of each asset class. Our pension plan weighted-average asset allocations by asset category were as follows: May 29, 2022 May 30, 2021 Equity securities 4% 8%Debt securities 87% 83%Real estate funds 1% 1%Private equity 4% 3%Other 4% 5%Total 100% 100% Due to the salaried pension plan freeze that occurred in fiscal 2018, the Company's pension asset strategy is now designedto align our pension plan assets with our projected benefit obligation to reduce volatility by targeting an investment strategy ofapproximately 90% in fixed-income securities and approximately 10% in return seeking assets, primarily equity securities, realestate, and private assets. Assumed health care cost trend rates have a significant effect on the benefit obligation of the postretirement plans. Assumed Health Care Cost Trend Rates at: May 29, 2022 May 30, 2021 Initial health care cost trend rate 6.32% 6.53%Ultimate health care cost trend rate 4.44% 4.44%Year that the rate reaches the ultimate trend rate 2029 2029 We currently anticipate making contributions of approximately $12.4 million to our pension plans in fiscal 2023. We anticipatemaking contributions of $8.1 million to our other postretirement plans in fiscal 2023. These estimates are based on ERISAguidelines, current tax laws, plan asset performance, and liability assumptions, which are subject to change. The following table presents estimated future gross benefit payments for our plans: Pension Postretirement Plans Plans 2023 $202.6 $8.1 2024 203.7 7.5 2025 205.5 6.9 2026 206.8 6.3 2027 207.5 5.8 Succeeding 5 years 1,027.7 22.5 77Notes to Consolidated Financial StatementsFiscal Years Ended May 29,2022, May 30, 2021, and May 31, 2020(columnar dollars in millions except per share amounts) Multiemployer Pension Plans The Company contributes to several multiemployer defined benefit pension plans under collective bargaining agreementsthat cover certain units of its union-represented employees. The risks of participating in such plans are different from the risks ofsingle-employer plans, in the following respects: a.Assets contributed to a multiemployer plan by one employer may be used to provide benefits to employees of otherparticipating employers. b.If a participating employer ceases to contribute to the plan, the unfunded obligations of the plan may be borne by theremaining participating employers. c.If the Company ceases to have an obligation to contribute to a multiemployer plan in which it had been a contributingemployer, it may be required to pay to the plan an amount based on the underfunded status of the plan and on thehistory of the Company's participation in the plan prior to the cessation of its obligation to contribute. The amount thatan employer that has ceased to have an obligation to contribute to a multiemployer plan is required to pay to the plan isreferred to as a withdrawal liability. The Company's participation in multiemployer plans for the fiscal year ended May 29, 2022 is outlined in the table below. Foreach plan that is individually significant to the Company the following information is provided: •The "EIN / PN" column provides the Employer Identification Number and the three-digit plan number assigned to a planby the Internal Revenue Service. •The most recent Pension Protection Act Zone Status available for 2021 and 2020 is for plan years that ended in calendaryears 2021 and 2020, respectively. The zone status is based on information provided to the Company by each plan. Aplan in the "red" zone has been determined to be in "critical status", based on criteria established under the InternalRevenue Code ("Code"), and is generally less than 65% funded. A plan in the "yellow" zone has been determined to bein "endangered status", based on criteria established under the Code, and is generally less than 80% funded. A plan inthe "green" zone has been determined to be neither in "critical status" nor in "endangered status", and is generally atleast 80% funded. •The "FIP/RP Status Pending/Implemented" column indicates whether a Funding Improvement Plan, as required underthe Code to be adopted by plans in the "yellow" zone, or a Rehabilitation Plan, as required under the Code to beadopted by plans in the "red" zone, is pending or has been implemented by the plan as of the end of the plan year thatended in calendar year 2021. •Contributions by the Company are the amounts contributed in the Company's fiscal periods ending in the specifiedyear. •The "Surcharge Imposed" column indicates whether the Company contribution rate for its fiscal year that ended onMay 29, 2022 included an amount in addition to the contribution rate specified in the applicable collective bargainingagreement, as imposed by a plan in "critical status", in accordance with the requirements of the Code. •The last column lists the expiration dates of the collective bargaining agreements pursuant to which the Companycontributes to the plans. For plans that are not individually significant to Conagra Brands the total amount of contributions is presented in theaggregate. 78Notes to Consolidated Financial Statements Fiscal Years Ended May 29,2022, May 30, 2021, and May 31, 2020 (columnar dollars in millions except per share amounts) Pension Protection Act Zone Status Notes to Consolidated Financial Statements Fiscal Years Ended May 29,2022, May 30, 2021, and May 31, 2020 (columnar dollars in millions except per share amounts) FIP / RP Status Pending / Contributions by the Company (millions) 2020 Implemented FY22 FY21 FY20 2021 Red, Critical and Declining Red, Critical and Declining Pension Protection Act Zone Status Green 2021 Green 2020 RP Implemented FIP / RP Status Pending / N/A Red, Critical and Declining Red, Critical and Declining RP 2.5 2.2 2.0 Contributions by the Company (millions) 3.2 Implemented FY22 FY21 FY20 1.3 6.5 3.8 1.4 7.4 $ 3.8 1.8 8.1 $ $ Expiration Dates of Collective Bargaining Agreements Expiration 5/31/2025 Dates of Collective Bargaining 6/30/2022 Agreements Surcharge Imposed No Surcharge No Imposed Pension Fund Central States, Southeast and Southwest Areas Pension Fund Western Conference of Teamsters Pension Plan Pension Fund Other Plans Total Contributions Central States, Southeast and Southwest Areas Pension Fund EIN / PN 36- 6044243/ 001 91- 6145047/ 001 EIN / PN 36- 6044243/ 001 91- 6145047/ 001 5/31/2025 The Company was not listed in the Forms 5500 filed by any of the other plans or for any of the other years as providing more than 5% of the plan's total contributions. At the date our financial statements were issued, Forms 5500 were not available for plan Western Conference of Teamsters years ending in calendar year 2021. Pension Plan Other Plans Total Contributions $47.6 million, and $49.9 million in fiscal 2022, 2021, and 2020, respectively. Certain of our employees are covered under defined contribution plans. The expense related to these plans was $57.9 million, 3.8 1.8 8.1 $ 3.8 1.4 7.4 $ 3.2 1.3 6.5 Implemented 6/30/2022 2.5 2.2 Green Green N/A 2.0 No No $ The Company was not listed in the Forms 5500 filed by any of the other plans or for any of the other years as providing more than 5% of the plan's total contributions. At the date our financial statements were issued, Forms 5500 were not available for plan 18. FAIR VALUE MEASUREMENTS years ending in calendar year 2021. Financial Accounting Standards Board guidance establishes a three-level fair value hierarchy based upon the assumptions Certain of our employees are covered under defined contribution plans. The expense related to these plans was $57.9 million, (inputs) used to price assets or liabilities. The three levels of inputs used to measure fair value are as follows: $47.6 million, and $49.9 million in fiscal 2022, 2021, and 2020, respectively. Level 1 — Unadjusted quoted prices in active markets for identical assets or liabilities, 18. FAIR VALUE MEASUREMENTS Level 2 — Observable inputs other than those included in Level 1, such as quoted prices for similar assets and liabilities in active markets or quoted prices for identical assets or liabilities in inactive markets, and Financial Accounting Standards Board guidance establishes a three-level fair value hierarchy based upon the assumptions (inputs) used to price assets or liabilities. The three levels of inputs used to measure fair value are as follows: Level 3 — Unobservable inputs reflecting our own assumptions and best estimate of what inputs market participants would use in pricing the asset or liability. Level 1 — Unadjusted quoted prices in active markets for identical assets or liabilities, The fair values of our Level 2 derivative instruments were determined using valuation models that use market observable Level 2 — Observable inputs other than those included in Level 1, such as quoted prices for similar assets and liabilities in inputs including both forward and spot prices for currencies and commodities. Derivative assets and liabilities included in Level 2 active markets or quoted prices for identical assets or liabilities in inactive markets, and primarily represent commodity and foreign currency option and forward contracts. Level 3 — Unobservable inputs reflecting our own assumptions and best estimate of what inputs market participants would Our Level 3 available-for-sale debt securities consist of a convertible note receivable acquired in the second quarter of fiscal use in pricing the asset or liability. 2022. The convertible note receivable is not traded in active markets and the fair value was determined using a discounted cash flow valuation model. The fair values of our Level 2 derivative instruments were determined using valuation models that use market observable inputs including both forward and spot prices for currencies and commodities. Derivative assets and liabilities included in Level 2 79 primarily represent commodity and foreign currency option and forward contracts. Our Level 3 available-for-sale debt securities consist of a convertible note receivable acquired in the second quarter of fiscal 2022. The convertible note receivable is not traded in active markets and the fair value was determined using a discounted cash flow valuation model. 79 Notes to Consolidated Financial StatementsFiscal Years Ended May 29,2022, May 30, 2021, and May 31, 2020(columnar dollars in millions except per share amounts) The following table presents our financial assets and liabilities measured at fair value on a recurring basis for which, basedupon the level within the fair value hierarchy in which the fair value measurements fall, as of May 29, 2022: Level 1 Level 2 Level 3 Total Assets: Derivative assets $5.7 $1.3 $— $7.0 Marketable securities — — — — Deferred compensation assets 7.5 — — 7.5 Available-for-sale debt securities — — 7.6 7.6 Total assets $13.2 $1.3 $7.6 $22.1 Liabilities: Derivative liabilities $— $2.2 $— $2.2 Deferred compensation liabilities 72.6 — — 72.6 Total liabilities $72.6 $2.2 $— $74.8 The following table presents our financial assets and liabilities measured at fair value on a recurring basis based upon thelevel within the fair value hierarchy in which the fair value measurements fall, as of May 30, 2021: Level 1 Level 2 Level 3 Total Assets: Derivative assets $13.0 $2.5 $— $15.5 Marketable securities 6.6 — — 6.6 Deferred compensation assets 8.8 — — 8.8 Total assets $28.4 $2.5 $— $30.9 Liabilities: Derivative liabilities $— $6.9 $— $6.9 Deferred compensation liabilities 81.0 — — 81.0 Total liabilities $81.0 $6.9 $— $87.9 Certain assets and liabilities, including long-lived assets, goodwill, asset retirement obligations, and equity investments aremeasured at fair value on a nonrecurring basis using Level 3 inputs. During fiscal 2021, we updated our cost estimates associated with certain asset retirement obligations at severalmanufacturing facilities largely due to recent experience of physically closing a wastewater lagoon. This change in estimateresulted in a non-cash increase to our long-lived assets in the amount of $27.4 million and will result in additional depreciation infuture periods generally ranging from 15-25 years. The fair value of our asset retirement obligations was measured using costestimates to settle our future obligations (including an estimate of inflation) and discounted to present value using a credit-adjusted risk-free rate. We recognized charges for the impairment of certain indefinite-lived brands. The fair values of these brands were estimatedusing the "relief from royalty" method (see Note 7). Impairments in our Grocery & Snacks segment totaled $90.7 million, $13.0million, and $46.4 million for fiscal 2022, 2021, and 2020, respectively. Impairments in our Refrigerated & Frozen segment totaled$103.9 million, $76.9 million, and $110.8 million for fiscal 2022, 2021, and 2020, respectively. Impairments in our International segmenttotaled $14.4 million, $1.0 million, and $8.3 million for fiscal 2022, 2021, and 2020, respectively. During fiscal 2022, we recognized impairment charges totaling $26.3 million in our Grocery & Snacks segment, $28.9 million inour Refrigerated & Frozen segment, and $14.9 million in our Foodservice segment. The impairments were measured based upon theestimated sales price of the disposal group (see Note 5). During fiscal 2020, we recognized impairment charges totaling $54.4 million in our Grocery & Snacks segment and $27.6million in our Refrigerated & Frozen segment. The impairments were measured based upon the estimated sales price of the disposalgroup (see Note 5). 80Notes to Consolidated Financial Statements Fiscal Years Ended May 29,2022, May 30, 2021, and May 31, 2020 (columnar dollars in millions except per share amounts) We recognized charges for the impairment of certain long-lived assets measured based upon the estimated sales price of the assets. Impairments totaled $3.0 million in our Grocery & Snacks segment in fiscal 2021 and $3.8 million in our Refrigerated & Frozen segment in fiscal 2020. During fiscal 2020, we recognized charges of $2.9 million in general corporate expenses related to the impairments of ROU assets. The impairments were measured based upon a discounted cash flow approach. The carrying amount of long-term debt (including current installments) was $8.80 billion as of May 29, 2022 and $8.30 billion as of May 30, 2021. Based on current market rates, the fair value of this debt (level 2 liabilities) at May 29, 2022 and May 30, 2021 was estimated at $8.85 billion and $9.76 billion, respectively. 19. BUSINESS SEGMENTS AND RELATED INFORMATION We reflect our results of operations in four reporting segments: Grocery & Snacks, Refrigerated & Frozen, International, and Notes to Consolidated Financial Statements Fiscal Years Ended May 29,2022, May 30, 2021, and May 31, 2020 (columnar dollars in millions except per share amounts) Foodservice. The Grocery & Snacks reporting segment principally includes branded, shelf-stable food products sold in various retail channels in the United States. We recognized charges for the impairment of certain long-lived assets measured based upon the estimated sales price of the assets. Impairments totaled $3.0 million in our Grocery & Snacks segment in fiscal 2021 and $3.8 million in our Refrigerated & The Refrigerated & Frozen reporting segment includes branded, temperature-controlled food products sold in various retail Frozen segment in fiscal 2020. channels in the United States. During fiscal 2020, we recognized charges of $2.9 million in general corporate expenses related to the impairments of ROU The International reporting segment principally includes branded food products, in various temperature states, sold in assets. The impairments were measured based upon a discounted cash flow approach. various retail and foodservice channels outside of the United States. The carrying amount of long-term debt (including current installments) was $8.80 billion as of May 29, 2022 and $8.30 billion The Foodservice reporting segment includes branded and customized food products, including meals, entrees, sauces, and a as of May 30, 2021. Based on current market rates, the fair value of this debt (level 2 liabilities) at May 29, 2022 and May 30, 2021 variety of custom-manufactured culinary products packaged for sale to restaurants and other foodservice establishments primarily was estimated at $8.85 billion and $9.76 billion, respectively. in the United States. 19. BUSINESS SEGMENTS AND RELATED INFORMATION We do not aggregate operating segments when determining our reporting segments. Operating profit for each of the segments is based on net sales less all identifiable operating expenses. General corporate We reflect our results of operations in four reporting segments: Grocery & Snacks, Refrigerated & Frozen, International, and expense, pension and postretirement non-service income, interest expense, net, income taxes, and equity method investment Foodservice. earnings have been excluded from segment operations. The Grocery & Snacks reporting segment principally includes branded, shelf-stable food products sold in various retail channels in the United States. 81 The Refrigerated & Frozen reporting segment includes branded, temperature-controlled food products sold in various retail channels in the United States. The International reporting segment principally includes branded food products, in various temperature states, sold in various retail and foodservice channels outside of the United States. The Foodservice reporting segment includes branded and customized food products, including meals, entrees, sauces, and a variety of custom-manufactured culinary products packaged for sale to restaurants and other foodservice establishments primarily in the United States. We do not aggregate operating segments when determining our reporting segments. Operating profit for each of the segments is based on net sales less all identifiable operating expenses. General corporate expense, pension and postretirement non-service income, interest expense, net, income taxes, and equity method investment earnings have been excluded from segment operations. 81 Notes to Consolidated Financial StatementsFiscal Years Ended May 29,2022, May 30, 2021, and May 31, 2020(columnar dollars in millions except per share amounts) 2022 2021 2020 Net sales Grocery & Snacks $4,697.4 $4,624.7 $4,600.6 Refrigerated & Frozen 4,859.3 4,774.6 4,559.6 International 970.8 938.6 925.3 Foodservice 1,008.4 846.8 968.9 Total net sales $11,535.9 $11,184.7 $11,054.4 Operating profit Grocery & Snacks $859.5 $1,092.7 $914.3 Refrigerated & Frozen 561.1 836.5 702.2 International 106.7 131.8 100.6 Foodservice 60.3 80.0 98.5 Total operating profit $1,587.6 $2,141.0 $1,815.6 Equity method investment earnings 145.3 84.4 73.2 General corporate expenses 241.6 364.8 368.5 Pension and postretirement non-service income 67.3 54.5 9.9 Interest expense, net 379.9 420.4 487.1 Income tax expense 290.5 193.8 201.3 Net income $888.2 $1,300.9 $841.8 Less: Net income attributable to noncontrolling interests — 2.1 1.7 Net income attributable to Conagra Brands, Inc. $888.2 $1,298.8 $840.1 The following table presents further disaggregation of our net sales: 2022 2021 2020 Frozen $4,091.1 $3,948.0 $3,735.5 Staples Other shelf-stable 2,729.5 2,830.2 2,892.4 Refrigerated 768.2 826.6 824.1 Snacks 1,967.9 1,794.5 1,708.2 International 970.8 938.6 925.3 Foodservice 1,008.4 846.8 968.9 Total net sales $11,535.9 $11,184.7 $11,054.4 To be consistent with how we present certain disaggregated net sales information to investors, we have categorized certainnet sales of our segments as "Staples", which includes all of our U.S. domestic retail refrigerated products and other shelf-stablegrocery products. Management continues to regularly review financial results and make decisions about allocating resourcesbased upon the four reporting segments outlined above. 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 accountingtreatment. We believe these derivatives provide economic hedges of certain forecasted transactions. As such, these derivativesare recognized at fair market value with realized and unrealized gains and losses recognized in general corporate expenses. Thegains and losses are subsequently recognized in the operating results of the reporting segments in the period in which theunderlying transaction being economically hedged is included in earnings. In the event that management determines a particularderivative 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 andlosses within segment operating results, immediately. 82Notes to Consolidated Financial Statements Fiscal Years Ended May 29,2022, May 30, 2021, and May 31, 2020 (columnar dollars in millions except per share amounts) The following table presents the net derivative gains (losses) from economic hedges of forecasted commodity consumption and the foreign currency risk of certain forecasted transactions, under this methodology: Notes to Consolidated Financial Statements Fiscal Years Ended May 29,2022, May 30, 2021, and May 31, 2020 (columnar dollars in millions except per share amounts) 2022 2021 2020 $ Net derivative gains (losses) recognized in general corporate expenses Net derivative gains (losses) incurred Less: Net derivative gains (losses) allocated to reporting segments and the foreign currency risk of certain forecasted transactions, under this methodology: Net derivative gains (losses) allocated to Grocery & Snacks Net derivative gains (losses) allocated to Refrigerated & Frozen Net derivative gains (losses) allocated to International Net derivative gains (losses) incurred Net derivative gains (losses) allocated to Foodservice Less: Net derivative gains (losses) allocated to reporting segments (12.9) (7.4) (5.5) The following table presents the net derivative gains (losses) from economic hedges of forecasted commodity consumption (4.7) (2.5) 0.1 (12.9) (0.3) (7.4) (7.4) (5.5) (4.7) Net derivative gains (losses) allocated to Grocery & Snacks As of May 29, 2022, the cumulative amount of net derivative gains from economic hedges that had been recognized in (2.5) Net derivative gains (losses) allocated to Refrigerated & Frozen general corporate expenses and not yet allocated to reporting segments was $15.9 million. This amount reflected net gains of 0.1 Net derivative gains (losses) allocated to International $16.0 million incurred during the fiscal year ended May 29, 2022, as well as net losses of $0.1 million incurred prior to fiscal 2022. (0.3) Based on our forecasts of the timing of recognition of the underlying hedged items, we expect to reclassify to segment operating Net derivative gains (losses) allocated to Foodservice results net gains of $15.4 million in fiscal 2023 and $0.5 million in fiscal 2024 and thereafter. (7.4) Net derivative gains (losses) included in segment operating profit Net derivative gains (losses) recognized in general corporate expenses 37.1 $ 32.7 4.4 $ 17.3 $ 17.4 (3.6) 37.1 $ 1.6 32.7 32.7 $ 4.4 $ 17.3 $ 17.4 (3.6) 1.6 32.7 $ 9.5 $ (6.1) 15.6 $ (2.3) $ (1.7) (1.7) 9.5 $ (0.4) (6.1) (6.1) $ 15.6 $ (2.3) $ (1.7) (1.7) (0.4) (6.1) $ Net derivative gains (losses) included in segment operating profit $ $ $ $ $ $ 2022 2021 2020 $ Assets by Segment As of May 29, 2022, the cumulative amount of net derivative gains from economic hedges that had been recognized in general corporate expenses and not yet allocated to reporting segments was $15.9 million. This amount reflected net gains of The majority of our manufacturing assets are shared across multiple reporting segments. Output from these facilities used by $16.0 million incurred during the fiscal year ended May 29, 2022, as well as net losses of $0.1 million incurred prior to fiscal 2022. each reporting segment can change over time. Also, working capital balances are not tracked by reporting segment. Therefore, it is Based on our forecasts of the timing of recognition of the underlying hedged items, we expect to reclassify to segment operating impracticable to allocate those assets to the reporting segments, as well as disclose total assets by segment. Total depreciation results net gains of $15.4 million in fiscal 2023 and $0.5 million in fiscal 2024 and thereafter. expense for fiscal 2022, 2021, and 2020 was $316.1 million, $328.0 million, and $329.1 million, respectively. Assets by Segment Other Information The majority of our manufacturing assets are shared across multiple reporting segments. Output from these facilities used by Our operations are principally in the United States. With respect to operations outside of the United States, no single foreign each reporting segment can change over time. Also, working capital balances are not tracked by reporting segment. Therefore, it is country or geographic region was significant with respect to consolidated operations for fiscal 2022, 2021, and 2020. Foreign net impracticable to allocate those assets to the reporting segments, as well as disclose total assets by segment. Total depreciation sales, including sales by domestic segments to customers located outside of the United States, were approximately $1.00 billion, expense for fiscal 2022, 2021, and 2020 was $316.1 million, $328.0 million, and $329.1 million, respectively. $960.5 million, and $946.8 million in fiscal 2022, 2021, and 2020, respectively. Our long-lived assets located outside of the United States are not significant. Other Information Our largest customer, Walmart, Inc. and its affiliates, accounted for approximately 27% of consolidated net sales for fiscal Our operations are principally in the United States. With respect to operations outside of the United States, no single foreign 2022 and 26% of consolidated net sales for each of fiscal 2021 and 2020, significantly impacting the Grocery & Snacks and country or geographic region was significant with respect to consolidated operations for fiscal 2022, 2021, and 2020. Foreign net Refrigerated & Frozen segments. sales, including sales by domestic segments to customers located outside of the United States, were approximately $1.00 billion, $960.5 million, and $946.8 million in fiscal 2022, 2021, and 2020, respectively. Our long-lived assets located outside of the United Walmart, Inc. and its affiliates accounted for approximately 30% and 31% of consolidated net receivables as of May 29, 2022 States are not significant. and May 30, 2021, respectively. The Kroger Co. and its affiliates accounted for approximately 9% and 11% of consolidated net receivables as of May 29, 2022 and May 30, 2021, respectively. Our largest customer, Walmart, Inc. and its affiliates, accounted for approximately 27% of consolidated net sales for fiscal 2022 and 26% of consolidated net sales for each of fiscal 2021 and 2020, significantly impacting the Grocery & Snacks and Refrigerated & Frozen segments. 83 Walmart, Inc. and its affiliates accounted for approximately 30% and 31% of consolidated net receivables as of May 29, 2022 and May 30, 2021, respectively. The Kroger Co. and its affiliates accounted for approximately 9% and 11% of consolidated net receivables as of May 29, 2022 and May 30, 2021, respectively. 83 Report of Independent Registered Public Accounting Firm To the Stockholders and Board of DirectorsConagra Brands, Inc.: Opinions on the Consolidated Financial Statements and Internal Control Over Financial Reporting We have audited the accompanying consolidated balance sheets of Conagra Brands, Inc. and subsidiaries (the Company) as ofMay 29, 2022 and May 30, 2021, the related consolidated statements of earnings, comprehensive income, common stockholders’equity, and cash flows for each of the fiscal years in the three-year period ended May 29, 2022, and the related notes (collectively,the consolidated financial statements). We also have audited the Company’s internal control over financial reporting as ofMay 29, 2022, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee ofSponsoring Organizations of the Treadway Commission. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial positionof the Company as of May 29, 2022 and May 30, 2021, and the results of its operations and its cash flows for each of the fiscalyears in the three-year period ended May 29, 2022, in conformity with U.S. generally accepted accounting principles. Also in ouropinion, the Company maintained, in all material respects, effective internal control over financial reporting as of May 29, 2022based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of SponsoringOrganizations of the Treadway Commission. Basis for Opinions The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal controlover financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in theaccompanying Management's Annual Report on Internal Control Over Financial Reporting. Our responsibility is to express anopinion on the Company’s consolidated financial statements and an opinion on the Company’s internal control over financialreporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board(United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federalsecurities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform theaudits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement,whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement ofthe consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Suchprocedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financialstatements. Our audits also included evaluating the accounting principles used and significant estimates made by management, aswell as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financialreporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a materialweakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk.Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that ouraudits provide a reasonable basis for our opinions. Definition and Limitations of Internal Control Over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding thereliability of financial reporting and the preparation of financial statements for external purposes in accordance with generallyaccepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that(1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions ofthe assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation offinancial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of thecompany are being made only in accordance with authorizations of management and directors of the company; and (3) providereasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’sassets that could have a material effect on the financial statements. 84 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None. ITEM 9A. CONTROLS AND PROCEDURES Disclosure Controls and Procedures The Company's management carried out an evaluation, with the participation of the Company's Chief Executive Officer andChief Financial Officer, of the effectiveness of the design and operation of the Company's disclosure controls and procedures asdefined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended, as of May 29, 2022. Based upon that evaluation,the Chief Executive Officer and Chief Financial Officer concluded that, as of the end of the period covered by this report, theCompany's disclosure controls and procedures were effective. Internal Control Over Financial Reporting The Company's management, with the participation of the Company's Chief Executive Officer and Chief Financial Officer,evaluated any change in the Company's internal control over financial reporting that occurred during the quarter covered by thisreport and determined that there was no change in our internal control over financial reporting during the quarter covered by thisreport that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. Management's Annual Report on Internal Control Over Financial Reporting Conagra Brands' management is responsible for establishing and maintaining adequate internal control over financialreporting of Conagra Brands (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934, as amended). ConagraBrands' internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financialreporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accountingprinciples. Conagra Brands' internal control over financial reporting includes those policies and procedures that: (i) pertain to themaintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets ofConagra Brands; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financialstatements in accordance with U.S. generally accepted accounting principles, and that receipts and expenditures of ConagraBrands are being made only in accordance with the authorization of management and directors of Conagra Brands; and (iii) providereasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of Conagra Brands'assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control overfinancial reporting may not prevent or detect misstatements. Also, projections of any evaluations of effectiveness to futureperiods are subject to the risk that controls may become inadequate because of the changes in conditions, or that the degree ofcompliance with the policies or procedures may deteriorate. With the participation of Conagra Brands' Chief Executive Officer and Chief Financial Officer, management assessed theeffectiveness of Conagra Brands' internal control over financial reporting as of May 29, 2022. In making this assessment,management used criteria established in Internal Control-Integrated Framework (2013), issued by the Committee of SponsoringOrganizations of the Treadway Commission ("COSO"). As a result of this assessment, management concluded that, as of May 29,2022, its internal control over financial reporting was effective. The effectiveness of Conagra Brands' internal control over financial reporting as of May 29, 2022 has been audited byKPMG LLP, an independent registered public accounting firm, as stated in their report, a copy of which is included in this annualreport on Form 10-K. /s/ SEAN M. CONNOLLY /s/ DAVID S. MARBERGERSean M. Connolly David S. MarbergerPresident and Chief Executive Officer Executive Vice President and Chief Financial OfficerJuly 21, 2022 July 21, 2022 ITEM 9B. OTHER INFORMATION None. 86ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS Not applicable. 87 ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS Not applicable. 87 ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE PART III Information with respect to our directors will be set forth in the 2022 Proxy Statement under the heading "Voting Item #1: Election of Director Nominees," and the information is incorporated herein by reference. There were no material changes to the procedures by which security holders may recommend nominees to our Board during fiscal 2022. Information regarding our executive officers is included in Part I of this Form 10-K under the heading "Information About Our Executive Officers," as permitted by the Instruction to Item 401 of Regulation S-K. If applicable, information with respect to compliance with Section 16(a) of the Securities Exchange Act of 1934, as amended, by our directors, executive officers, and holders of more than ten percent of our equity securities will be set forth in the 2022 Proxy Statement under the heading "Information on Stock Ownership—Delinquent Section 16(a) Reports," and the information is incorporated herein by reference. PART III Information with respect to the Audit / Finance Committee and its financial experts will be set forth in the 2022 Proxy Statement under the heading "Voting Item #1: Election of Director Nominees—How We Govern—The Audit / Finance Committee" ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE and "Voting Item #1: Election of Director Nominees—How We Govern—Board Committees," and the information is incorporated herein by reference. Information with respect to our directors will be set forth in the 2022 Proxy Statement under the heading "Voting Item #1: Election of Director Nominees," and the information is incorporated herein by reference. There were no material changes to the We have adopted a code of ethics that applies to our Chief Executive Officer, Chief Financial Officer, and Controller. This procedures by which security holders may recommend nominees to our Board during fiscal 2022. code of ethics is available on our website at www.conagrabrands.com through the "Investors—Corporate Governance" link. If we make any amendments to this code other than technical, administrative, or other non-substantive amendments, or grant any Information regarding our executive officers is included in Part I of this Form 10-K under the heading "Information About waivers, including implicit waivers, from a provision of this code of conduct to our Chief Executive Officer, Chief Financial Officer, Our Executive Officers," as permitted by the Instruction to Item 401 of Regulation S-K. or Controller, we will disclose the nature of the amendment or waiver, its effective date, and to whom it applies on our website at www.conagrabrands.com through the "Investors—Corporate Governance" link. If applicable, information with respect to compliance with Section 16(a) of the Securities Exchange Act of 1934, as amended, by our directors, executive officers, and holders of more than ten percent of our equity securities will be set forth in the 2022 Proxy ITEM 11. EXECUTIVE COMPENSATION Statement under the heading "Information on Stock Ownership—Delinquent Section 16(a) Reports," and the information is incorporated herein by reference. Information with respect to director and executive compensation and our Human Resources Committee will be set forth in the 2022 Proxy Statement under the headings "Voting Item #1: Election of Director Nominees—How We Are Compensated," Information with respect to the Audit / Finance Committee and its financial experts will be set forth in the 2022 Proxy "Voting Item #1: Election of Director Nominees—How We Govern—Human Resources Committee," "Compensation Discussion Statement under the heading "Voting Item #1: Election of Director Nominees—How We Govern—The Audit / Finance Committee" and Analysis," "Compensation Committee Report," "Executive Compensation," "Potential Payments Upon Termination or Change and "Voting Item #1: Election of Director Nominees—How We Govern—Board Committees," and the information is incorporated of Control," and "CEO Pay Ratio" and the information is incorporated herein by reference. herein by reference. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED We have adopted a code of ethics that applies to our Chief Executive Officer, Chief Financial Officer, and Controller. This STOCKHOLDER MATTERS code of ethics is available on our website at www.conagrabrands.com through the "Investors—Corporate Governance" link. If we make any amendments to this code other than technical, administrative, or other non-substantive amendments, or grant any Information with respect to security ownership of certain beneficial owners, directors and management will be set forth in the waivers, including implicit waivers, from a provision of this code of conduct to our Chief Executive Officer, Chief Financial Officer, 2022 Proxy Statement under the heading "Information on Stock Ownership," and the information is incorporated herein by or Controller, we will disclose the nature of the amendment or waiver, its effective date, and to whom it applies on our website at reference. www.conagrabrands.com through the "Investors—Corporate Governance" link. ITEM 11. EXECUTIVE COMPENSATION 88 Information with respect to director and executive compensation and our Human Resources Committee will be set forth in the 2022 Proxy Statement under the headings "Voting Item #1: Election of Director Nominees—How We Are Compensated," "Voting Item #1: Election of Director Nominees—How We Govern—Human Resources Committee," "Compensation Discussion and Analysis," "Compensation Committee Report," "Executive Compensation," "Potential Payments Upon Termination or Change of Control," and "CEO Pay Ratio" and the information is incorporated herein by reference. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS 88 Information with respect to security ownership of certain beneficial owners, directors and management will be set forth in the 2022 Proxy Statement under the heading "Information on Stock Ownership," and the information is incorporated herein by reference. Equity Compensation Plan Information The following table provides information about shares of our common stock that may be issued under existing equitycompensation plans as of our most recent fiscal year-end, May 29, 2022. Plan Category Number ofSecurities to beIssued UponExercise ofOutstandingOptions, Warrants,and Rights (1) Weighted-AverageExercise Price ofOutstandingOptions, Warrants,and Rights (2) Number ofSecuritiesRemainingAvailable for FutureIssuance UnderEquityCompensationPlans (ExcludingSecuritiesReflected inColumn (1)) (3) Equity compensation plans approved by security holders 6,933,877 $30.87 38,493,230 Equity compensation plans not approved by securityholders — — — Total 6,933,877 $30.87 38,493,230 (1)Represents shares underlying awards that have been granted under the terms of the Conagra Brands, Inc. 2014 Stock Plan(as amended effective December 11, 2017) (the "Plan"). Table amounts are comprised of 1,443,023 shares that could beissued under outstanding performance shares (assuming target achievement); 2,496,735 restricted stock units; 268,876deferral interests in deferred compensation plans; and 2,725,243 shares issuable pursuant to outstanding stock options. The performance shares are earned and common stock issued if pre-set financial objectives are met. Actual shares issuedmay be equal to, less than, or greater than the number of outstanding performance shares included in column (1), dependingon actual performance. The restricted stock units vest and are payable in common stock after expiration of the time periodsset forth in the related agreements. The interests in the deferred compensation plans are settled in common stock on theschedules selected by the participants. (2)Reflects the weighted-average exercise price of stock options, and does not take into account performance shares, restrictedstock units, or deferral interests, as such awards have no exercise price. (3)This number reflects securities available for future awards under the Plan. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE Information with respect to director independence and certain relationships and related transactions will be set forth in the2022 Proxy Statement under the headings "Voting Item #1: Election of Directors—How We are Selected," "Voting Item #1: Electionof Directors—How We Govern—The Board's Audit / Finance Committee," and "Voting Item #1: Election of Directors—How WeGovern—The Board's Human Resources Committee" and the information is incorporated herein by reference. ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES Our independent registered public accounting firm is KPMG LLP, PCAOB ID: 185. Information with respect to this item will be set forth in the 2022 Proxy Statement under the heading "Voting Item #2:Ratification of the Appointment of KPMG LLP as Our Independent Auditor for Fiscal 2023," and the information is incorporatedherein by reference. 89 PART IV ITEM 15. EXHIBIT AND FINANCIAL STATEMENT SCHEDULES a)List of documents filed as part of this report: 1.Financial Statements All financial statements of the Company as set forth under Item 8 of this Annual Report on Form 10-K. 2.Financial Statement Schedules All financial statement schedules are omitted because they are not applicable, not required, or because the requiredinformation is included in the consolidated financial statements, notes thereto. 3.Exhibits All documents referenced below were filed pursuant to the Securities Exchange Act of 1934, as amended, by ConagraBrands, Inc. (file number 001-07275), unless otherwise noted. EXHIBIT DESCRIPTION *2.1 Master Agreement, dated as of March 4, 2013, by and among Conagra Brands, Inc. (formerly ConAgra Foods,Inc.), Cargill, Incorporated, CHS Inc., and HM Luxembourg S.A R.L., incorporated herein by reference to Exhibit2.2 of Conagra Brands’ Annual Report on Form 10-K for the fiscal year ended May 26, 2013 *2.1.1 Amendment No. 1 to Master Agreement, dated April 30, 2013, by and among Conagra Brands, Inc. (formerlyConAgra Foods, Inc.), Cargill, Incorporated, CHS Inc., and HM Luxembourg S.A R.L., incorporated herein byreference to Exhibit 2.2.1 of Conagra Brands’ Annual Report on Form 10-K for the fiscal year ended May 26, 2013 *2.1.2 Acknowledgment and Amendment No. 2 to Master Agreement, dated May 31, 2013, by and among ConagraBrands, Inc. (formerly ConAgra Foods, Inc.), Cargill, Incorporated, CHS Inc., and HM Luxembourg S.A R.L.,incorporated herein by reference to Exhibit 2.2.2 of Conagra Brands’ Annual Report on Form 10-K for the fiscalyear ended May 26, 2013 *2.1.3 Acknowledgment and Amendment No. 3 to Master Agreement, dated as of July 24, 2013, by and among ConagraBrands, Inc. (formerly ConAgra Foods, Inc.), Cargill, Incorporated, and CHS Inc., incorporated herein byreference to Exhibit 2.1 of Conagra Brands’ Quarterly Report on Form 10-Q for the quarter ended February 23,2014 *2.1.4 Acknowledgment and Amendment No. 4 to Master Agreement, dated as of March 27, 2014, by and amongConagra Brands, Inc. (formerly ConAgra Foods, Inc.), Cargill, Incorporated, and CHS Inc., incorporated herein byreference to Exhibit 2.2.4 of Conagra Brands’ Annual Report on Form 10-K for the fiscal year ended May 25, 2014 *2.1.5 Acknowledgment and Amendment No. 5 to Master Agreement, dated as of May 25, 2014, by and among ConagraBrands, Inc. (formerly ConAgra Foods, Inc.), Cargill, Incorporated, and CHS Inc., incorporated herein byreference to Exhibit 2.2.5 of Conagra Brands’ Annual Report on Form 10-K for the fiscal year ended May 25, 2014 *2.2 Separation and Distribution Agreement, dated as of November 8, 2016, by and between Conagra Brands, Inc.(formerly known as ConAgra Foods, Inc.) and Lamb Weston Holdings, Inc., incorporated herein by reference toExhibit 2.1 to Conagra Brands’ Current Report on Form 8-K filed with the SEC on November 10, 2016 *2.3 Agreement and Plan of Merger, dated June 26, 2018, by and among Conagra Brands, Inc., Pinnacle Foods Inc. andPatriot Merger Sub Inc., incorporated herein by reference to Exhibit 2.1 to Conagra Brands’ Current Report onForm 8-K filed with the SEC on June 27, 2018 90 3.1 Amended and Restated Certificate of Incorporation of Conagra Brands, Inc., incorporated herein by reference toExhibit 3.1 to Conagra Brands’ Current Report on Form 8-K filed with the SEC on November 10, 2016 3.2 Amended and Restated Bylaws of Conagra Brands, Inc., incorporated herein by reference to Exhibit 3.1 of ConagraBrands’ Current Report on Form 8-K filed with the SEC on July 28, 2020 4.1 Indenture, dated as of October 8, 1990, between Conagra Brands, Inc. (formerly ConAgra Foods, Inc.) and TheBank of New York Mellon (as successor to JPMorgan Chase Bank, N.A. and The Chase Manhattan Bank (NationalAssociation)), as trustee, incorporated by reference to Exhibit 4.1 of Conagra Brands’ Registration Statement onForm S-3 (Registration No. 033-36967) 4.2 Indenture, dated as of October 12, 2017, between Conagra Brands, Inc. and Wells Fargo Bank, NationalAssociation, as trustee, incorporated herein by reference to Exhibit 4.1 of Conagra Brands’ Current Report on Form8-K filed with the SEC on October 12, 2017 4.2.1 Second Supplemental Indenture, dated October 22, 2018, by and between Conagra Brands, Inc. and Wells FargoBank, National Association, as Trustee (including Forms of Notes), incorporated herein by reference to Exhibit 4.2to Conagra Brands' Current Report on Form 8-K filed with the SEC on October 22, 2018 4.2.2 Third Supplemental Indenture, dated October 16, 2020, by and between Conagra Brands, Inc. and Wells FargoBank, National Association as Trustee (including Form of Note), incorporated herein by reference to Exhibit 4.2 toConagra Brands’ Current Report on Form 8-K filed with the SEC on October 16, 2020 4.3 Indenture, dated August 12, 2021, by and between the Company and U.S. Bank National Association, as Trustee,incorporated herein by reference to Exhibit 4.1 to Conagra Brands’ Current Report on Form 8-K filed with the SECon August 12, 2021 4.3.1 First Supplemental Indenture, dated August 12, 2021, by and between the Company and U.S. Bank NationalAssociation as Trustee (including Form of Note), incorporated herein by reference to Exhibit 4.2 to ConagraBrands’ Current Report on Form 8-K filed with the SEC on August 12, 2021 4.4 Description of Securities, incorporated herein by reference to Exhibit 4.3 to Conagra Brands’ Annual Report onForm 10-K for the fiscal year ended May 26, 2019 **10.1 ConAgra Foods, Inc. Non-Qualified Pension Plan (January 1, 2009 Restatement), incorporated herein by referenceto Exhibit 10.2 of Conagra Brands’ Quarterly Report on Form 10-Q for the quarter ended November 23, 2008 **10.1.1 Amendment One dated December 3, 2009 to ConAgra Foods, Inc. Nonqualified Pension Plan, incorporated hereinby reference to Exhibit 10.2 of Conagra Brands’ Quarterly Report on Form 10-Q for the quarter ended February 28,2010 **10.1.2 Amendment Two dated November 29, 2010 to the ConAgra Foods, Inc. Non-Qualified Pension Plan (January 1,2009 Restatement), incorporated herein by reference to Exhibit 10.2 of Conagra Brands’ Quarterly Report on Form10-Q for the quarter ended February 27, 2011 **10.1.3 Amendment Three to ConAgra Foods, Inc. Nonqualified Pension Plan (January 1, 2009 Restatement), datedDecember 22, 2016, incorporated herein by reference to Exhibit 10.2 of Conagra Brands’ Quarterly Report on Form10-Q for the quarter ended February 26, 2017 **10.1.4 Amendment Four to Conagra Brands, Inc. Nonqualified Pension Plan (January 1, 2009 Restatement), datedDecember 19, 2017, incorporated herein by reference to Exhibit 10.2.4 of Conagra Brands’ Quarterly Report onForm 10-Q for the quarter ended November 26, 2017 **10.2 Conagra Brands, Inc. Directors’ Deferred Compensation Plan (2018 Restatement), effective as of May 1, 2018,incorporated herein by reference to Exhibit 10.3.2 of Conagra Brands’ Annual Report on Form 10-K for the fiscalyear ended May 27, 2018 91 **10.3 Conagra Brands, Inc. Voluntary Deferred Compensation Plan (Effective January 1, 2017), incorporated herein byreference to Exhibit 10.4.7 of Conagra Brands’ Quarterly Report on Form 10-Q for the quarter ended August 27,2017 **10.3.1 First Amendment to Conagra Brands, Inc. Voluntary Deferred Compensation Plan (January 1, 2017 Restatement),incorporated herein by reference to Exhibit 10.4.8 of Conagra Brands’ Quarterly Report on Form 10-Q for thequarter ended November 26, 2017 **10.3.2 Second Amendment, dated as of December 5, 2018, to the Conagra Brands, Inc. Voluntary DeferredCompensation Plan, incorporated herein by reference to Exhibit 10.1 to Conagra Brands’ Current Report on Form8-K filed with the SEC on December 7, 2018 **10.3.3 Third Amendment, dated as of May 14, 2020, to the Conagra Brands, Inc. Voluntary Deferred Compensation Plan(January 1, 2017 Restatement), incorporated herein by reference to Exhibit 10.2 to Conagra Brands’ CurrentReport on Form 8-K filed with the SEC on May 19, 2020 **10.4 ConAgra Foods 2009 Stock Plan, incorporated herein by reference to Exhibit 10.1 of Conagra Brands’ CurrentReport on Form 8-K filed with the SEC on September 28, 2009 **10.4.1 Form of Stock Option Agreement (ConAgra Foods 2009 Stock Plan) for Non-Employee Directors under theConAgra Foods 2009 Stock Plan, incorporated herein by reference to Exhibit 10.5 of Conagra Brands’ QuarterlyReport on Form 10-Q for the quarter ended August 30, 2009 **10.4.2 Form of Stock Option Agreement (ConAgra Foods 2009 Stock Plan) for Employees, incorporated herein byreference to Exhibit 10.4 of Conagra Brands’ Quarterly Report on Form 10-Q for the quarter ended August 30,2009 **10.4.3 Form of Stock Option Agreement (ConAgra Foods 2009 Stock Plan) for certain named executive officers,incorporated herein by reference to Exhibit 10.6 of Conagra Brands’ Quarterly Report on Form 10-Q for thequarter ended August 30, 2009 **10.5 ConAgra Foods, Inc. 2014 Stock Plan, incorporated herein by reference to Exhibit 10.1 of ConagraBrands’ Current Report on Form 8-K filed with the SEC on September 22, 2014 **10.5.1 First Amendment to ConAgra Foods, Inc. 2014 Stock Plan, incorporated herein by reference to Exhibit 10.1 ofConagra Brands’ Current Report on Form 8-K filed with the SEC on December 15, 2017 **10.5.2 Form of Restricted Stock Unit Agreement for Non-Employee Directors under the ConAgra Foods, Inc. 2014 StockPlan, incorporated herein by reference to Exhibit 10.10.1 of Conagra Brands’ Annual Report on Form 10-K for thefiscal year ended May 31, 2015 **10.5.3 Form of Restricted Stock Unit Agreement (Cash-Settled) under the ConAgra Foods, Inc. 2014 Stock Plan,incorporated herein by reference to Exhibit 10.10.2 of Conagra Brands’ Annual Report on Form 10-K for the fiscalyear ended May 31, 2015 **10.5.4 Form of Restricted Stock Unit Agreement (Stock-Settled) under the ConAgra Foods, Inc. 2014 Stock Plan,incorporated herein by reference to Exhibit 10.10.3 of Conagra Brands’ Annual Report on Form 10-K for the fiscalyear ended May 31, 2015 **10.5.5 Form of Nonqualified Stock Option Agreement for Employees under the ConAgra Foods, Inc. 2014 Stock Plan,incorporated herein by reference to Exhibit 10.10.4 of Conagra Brands’ Annual Report on Form 10-K for the fiscalyear ended May 31, 2015 **10.5.6 Form of Retention Restricted Stock Unit Agreement (Stock Settled) under the ConAgra Foods, Inc. 2014 StockPlan, incorporated herein by reference to Exhibit 10.3 of Conagra Brands’ Quarterly Report on Form 10-Q for thequarter ended August 30, 2015 92 **10.5.7 Form of Restricted Stock Unit Agreement (Cash or Stock Settled) under ConAgra Foods, Inc. 2014 Stock Plan,incorporated herein by reference to Exhibit 10.7.6 of Conagra Brands’ Quarterly Report on Form 10-Q for thequarter ended August 27, 2017 **10.5.8 Form of Restricted Stock Unit Agreement under the ConAgra Foods, Inc. 2014 Stock Plan, incorporated hereinby reference to Exhibit 10.4 of Conagra Brands’ Quarterly Report on Form 10-Q for the quarterly period endedAugust 26, 2018 **10.5.9 Form of Performance-Based Restricted Stock Units Agreement (for non-CEO participants), incorporated hereinby reference to Exhibit 10.1 of Conagra Brands’ Current Report on Form 8-K filed with the SEC on April 16, 2019 **10.5.10 Form of CEO Performance-Based Restricted Stock Units Agreement, incorporated herein by reference to Exhibit10.2 of Conagra Brands’ Current Report on Form 8-K filed with the SEC on April 16, 2019 **10.5.11 Form of CEO Restricted Stock Unit Agreement, incorporated herein by reference to Exhibit 10.5.11 to ConagraBrands’ Annual Report on Form 10-K for the fiscal year ended May 26, 2019 **10.6 Form of Director Indemnification Agreement, incorporated herein by reference to Exhibit 10.1 of ConagraBrands’ Current Report on Form 8-K filed with the SEC on May 19, 2020 **10.7 Form of Senior Officer Indemnification Agreement, incorporated herein by reference to Exhibit 10.1 of ConagraBrands’ Current Report on Form 8-K filed with the SEC on July 28, 2020 **10.8 ConAgra Foods, Inc. 2014 Executive Incentive Plan incorporated herein by reference to Exhibit 10.2 of ConagraBrands’ Current Report on Form 8-K filed with the SEC on September 22, 2014 **10.9 ConAgra Foods, Inc. 2008 Performance Share Plan, effective July 16, 2008, incorporated herein by reference toExhibit 10.3 of Conagra Brands’ Quarterly Report on Form 10-Q for quarter ended August 24, 2008 **10.9.1 First Amendment to ConAgra Foods, Inc. 2008 Performance Share Plan, dated July 19, 2017, incorporated hereinby reference to Exhibit 10.1 of Conagra Brands’ Current Report on Form 8-K filed with the SEC on July 25, 2017 **10.10 Form of Amended and Restated Change of Control Agreement between ConAgra Foods and its executives (preSeptember 2011), incorporated herein by reference to Exhibit 10.14 of Conagra Brands’ Quarterly Report on Form10-Q for the quarter ended November 23, 2008 **10.11 Form of Change of Control Agreement between ConAgra Foods and its executives (post September 2011), asamended and restated on February 18, 2015, incorporated herein by reference to Exhibit 10.16.1 of ConagraBrands’ Annual Report on Form 10-K for the fiscal year ended May 31, 2015 **10.12 Change of Control Agreement, dated as of February 12, 2015, between Conagra Brands, Inc. (formerly ConAgraFoods, Inc.) and Sean Connolly, incorporated herein by reference to Exhibit 10.3 of Conagra Brands’ CurrentReport on Form 8-K filed with the SEC on February 12, 2015 **10.13 Employment Agreement, dated as of February 12, 2015, between Conagra Brands, Inc. (formerly ConAgra Foods,Inc.) and Sean Connolly, incorporated herein by reference to Exhibit 10.2 of Conagra Brands’ Current Report onForm 8-K filed with the SEC on February 12, 2015 **10.13.1 Amendment to Employment Agreement dated December 31, 2015, effective January 1, 2016, by and betweenConagra Brands, Inc. (formerly ConAgra Foods, Inc.) and Sean Connolly, incorporated herein by reference toExhibit 10.1 of Conagra Brands’ Quarterly Report on Form 10-Q for the quarter ended February 28, 2016 **10.13.2 Letter of Agreement, dated as of August 2, 2018, between Conagra Brands, Inc. and Sean M. Connolly,incorporated herein by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SECon August 8, 2018 **10.14 Form of Executive Time Sharing Agreement, as adopted on February 18, 2015, incorporated herein by referenceto Exhibit 10.17 of Conagra Brands’ Annual Report on Form 10-K for the fiscal year ended May 31, 2015 93 **10.15 Letter Agreement, by and between Conagra Brands, Inc. (formerly ConAgra Foods, Inc.) and David Marberger, datedas of July 13, 2016, incorporated herein by reference to Exhibit 10.1 of Conagra Brands’ Quarterly Report on Form 10-Q for the Quarter Ended August 28, 2016 **10.16 Letter Agreement, dated September 10, 2015, by and between Conagra Brands, Inc. (formerly ConAgra Foods, Inc.)and David Biegger, incorporated herein by reference to Exhibit 10.22 of Conagra Brands’ Annual Report on Form 10-Kfor the fiscal year ended May 28, 2017 10.17 Term Loan Agreement, dated May 21, 2020, by and among Conagra Brands, Inc. and Farm Credit Services of America,PCA, as administrative agent and a lender, and the other financial institutions party thereto, incorporated herein byreference to Exhibit 10.1 to Conagra Brands’ Current Report on Form 8-K filed with the SEC on May 21, 2020 10.18 Amended and Restated Revolving Credit Agreement, dated July 11, 2018, by and among Conagra Brands, Inc. andBank of America, N.A., as administrative agent and a lender, JPMorgan Chase Bank, N.A., as syndication agent and alender, and the other financial institutions party thereto, incorporated herein by reference to Exhibit 10.2 to ConagraBrands’ Current Report on Form 8-K filed with the SEC on July 17, 2018 10.19 Amendment No. 1, dated as of July 13, 2021, to Amended and Restated Revolving Credit Agreement by and amongConagra Brands, Inc., the banks, financial institutions and other institutional lenders party thereto, as lenders, andBank of America, N.A., as administrative agent, incorporated herein by reference to Exhibit 10.19 to ConagraBrands’ Annual Report on Form 10-K for the fiscal year ended May 30, 2021 10.20 Tax Matters Agreement, dated as of November 8, 2016, by and between Conagra Brands, Inc. and Lamb WestonHoldings, Inc., incorporated herein by reference to Exhibit 10.1 to Conagra Brands’ Current Report on Form 8-K filedwith the SEC on November 10, 2016 10.21 Trademark License Agreement, dated as of November 8, 2016, by and between ConAgra Foods RDM, Inc. andConAgra Foods Lamb Weston, Inc., incorporated herein by reference to Exhibit 10.4 to Conagra Brands’ CurrentReport on Form 8-K filed with the SEC on November 10, 2016 10.21.1 First Amendment to Trademark License Agreement, dated March 20, 2017, by and between ConAgra Foods RDM,Inc. and Lamb Weston, Inc. (formerly known as ConAgra Foods Lamb Weston, Inc.), incorporated herein byreference to Exhibit 10.32.1 of Conagra Brands’ Annual Report on Form 10-K for the fiscal year ended May 28, 2017 21 Subsidiaries of Conagra Brands, Inc. 23 Consent of KPMG LLP 24 Powers of Attorney 31.1 Section 302 Certificate 31.2 Section 302 Certificate 32 Section 906 Certificates 101 The following materials from Conagra Brands' Annual Report on Form 10-K for the year ended May 29, 2022,formatted in Inline XBRL (eXtensible Business Reporting Language): (i) the Consolidated Statements of Earnings, (ii)the Consolidated Statements of Comprehensive Income, (iii) the Consolidated Balance Sheets, (iv) the ConsolidatedStatements of Common Stockholders' Equity, (v) the Consolidated Statements of Cash Flows, (vi) Notes toConsolidated Financial Statements, and (vii) document and entity information. 94104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) * Schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. Conagra Brands agrees to furnish supplementally to the Securities and Exchange Commission a copy of any omitted schedule upon request. ** Management contract or compensatory plan. Pursuant to Item 601(b)(4) of Regulation S-K, certain instruments with respect to Conagra Brands' long-term debt are not filed with this Form 10-K. Conagra Brands will furnish a copy of any such long-term debt agreement to the Securities and Exchange Commission upon request. ITEM 16. FORM 10-K SUMMARY None. 95 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) * Schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. Conagra Brands agrees to furnish supplementally to the Securities and Exchange Commission a copy of any omitted schedule upon request. ** Management contract or compensatory plan. Pursuant to Item 601(b)(4) of Regulation S-K, certain instruments with respect to Conagra Brands' long-term debt are not filed with this Form 10-K. Conagra Brands will furnish a copy of any such long-term debt agreement to the Securities and Exchange Commission upon request. ITEM 16. FORM 10-K SUMMARY None. 95 *END OF FORM 10-K* SIGNATURESPursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, Conagra Brands, Inc. has dulycaused this report to be signed on its behalf by the undersigned, thereunto duly authorized.CONAGRA BRANDS, INC.By:/s/ SEAN M. CONNOLLYSean M. ConnollyPresident and Chief Executive OfficerJuly 21, 2022By:/s/ DAVID S. MARBERGERDavid S. MarbergerExecutive Vice President and Chief Financial OfficerJuly 21, 2022By:/s/ ROBERT G. WISERobert G. WiseSenior Vice President and Corporate ControllerJuly 21, 2022Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the followingpersons on behalf of the Registrant and in the capacities indicated on the 21st day of July, 2022.Sean M. Connolly*DirectorAnil Arora*DirectorThomas K. Brown*DirectorEmanuel Chirico*DirectorGeorge Dowdie*DirectorJoie A. Gregor*DirectorFran Horowitz*DirectorRajive Johri*DirectorRichard H. Lenny*DirectorMelissa Lora*DirectorRuth Ann Marshall*DirectorCraig P. Omtvedt*Director*David S. Marberger, by signing his name hereto, signs this annual report on Form 10-K on behalf of each person indicated.Powers-of-Attorney authorizing David S. Marberger to sign this annual report on Form 10-K on behalf of each of theindicated Directors of Conagra Brands, Inc. have been filed herewith as Exhibit 24.By:/s/ DAVID S. MARBERGERDavid S. MarbergerAttorney-In-Fact96Comparative Stock Price Performance These comparative stock price performance graphs compare the yearly percentage change in cumulative total shareholder return on Conagra Brands common stock with (i) the cumulative total return on the Standard & Poor's (S&P) 500 Index and (ii) the cumulative total return on the S&P 500 Packaged Foods Index, in each case for the five- and ten- year periods ended fiscal 2022, according to Bloomberg. The graphs set the beginning value of Conagra Brands common stock and each Index at $100. All calculations assume reinvestment of dividends. The values of each index are weighted by capitalization of companies included in such index. 97 Reconciliation of Non-GAAP Financial Measures to Reported Financial Measures (in millions) Organic Net Sales FY22 Net Sales Impact of foreign exchange Organic Net Sales Year-over-year change - Net Sales Impact of foreign exchange (pp) Net sales from divested businesses (pp) Organic Net Sales FY21 Net Sales Net sales from divested businesses Organic Net Sales FY21 Net Sales Impact of foreign exchange Net sales from divested businesses Organic Net Sales Year-over-year change - Net Sales Impact of foreign exchange (pp) Impact of 53rd week (pp) Net sales from divested businesses (pp) Organic Net Sales FY20 Net Sales Impact of 53rd week 1 Net sales from divested businesses Organic Net Sales 2-year compound growth Organic 2-year compound growth $ $ $ $ 11,535.9 (16.2 ) 11,519.7 3.1 % (0.1 ) 0.8 3.8 % 11,184.7 (82.8 ) 11,101.9 $ 11,184.7 1.4 (82.8 ) $ 11,103.3 1.2 % — 1.9 2.0 5.1 % $ 11,054.4 (208.3 ) (278.6 ) $ 10,567.5 2.1 % 4.4 % 1 Organic net sales growth excludes the impact of fiscal 2020’s 53rd week, which was calculated as one-sixth of our last month’s net sales (which included a total of six weeks). One-sixth of our last month’s net sales from businesses divested during fiscal 2021 are now being reflected within Net sales from divested businesses. 98 FY22 Reported Restructuring plans Corporate hedging derivative losses (gains) Brand impairment charges Proceeds received from the sale of a legacy investment Legal matters Environmental matters Fire related costs Impairment of businesses held for sale Unusual tax items Adjusted Year-over-year change - reported Year-over-year change - adjusted FY21 Reported Restructuring plans Acquisitions and divestitures Corporate hedging derivative losses (gains) Net gain on divestiture of businesses Brand impairment charges Early extinguishment of debt Consulting fees on tax matters Tax restructuring of Ardent M ills ownership interest Capital loss valuation allowance adjustment Unusual tax items Rounding Adjusted Year-over-year change - reported Year-over-year change - adjusted FY20 Reported Restructuring plans Acquisitions and divestitures Gain on Ardent JV asset sale Corporate hedging losses (gains) Environmental matters Pension settlement and valuation adjustment Impairment of business held for sale Contract settlement gain Intangible impairment charges Legal matters Unusual tax items Rounding Adjusted 2-year compound growth - reported 2-year compound growth - adjusted Adjusted Diluted EPS 99 $ $ $ $ $ $ Diluted EPS from income attributable to Conagra Brands, Inc. common stockholders 1.84 0.08 (0.01 ) 0.33 (0.01 ) (0.03 ) (0.01 ) 0.02 0.13 0.02 2.36 (30.8 )% (10.6 )% 2.66 0.12 0.01 (0.02 ) (0.06 ) 0.14 0.11 0.01 (0.24 ) (0.08 ) (0.02 ) 0.01 2.64 54.7 % 15.8 % 1.72 0.22 0.01 (0.01 ) 0.01 0.01 0.07 0.11 (0.02 ) 0.26 0.01 (0.10 ) (0.01 ) 2.28 3.5 % 1.7 % INVESTOR INFORMATION CONTACTS Investor Relations (312) 549-5002 (for analyst/investor inquiries) EQ Shareowner Services (800) 214-0349 www.shareowneronline.com (for individual shareholder account issues) Corporate Secretary (402) 240-4005 shareholderservices@conagra.com (for additional shareholder needs) Consumer Affairs (877) CONAGRA (877) 266-2472 (for consumer inquiries) CORPORATE HEADQUARTERS Conagra Brands, Inc. 222 Merchandise Mart Plaza Suite 1300 Chicago, IL 60654 (312) 549-5000 CONAGRA BRANDS COMMON STOCK Exchange: New York Stock Exchange Ticker symbol: CAG ANNUAL REPORT ON FORM 10-K The company’s Annual Report on Form 10-K for the fiscal year ended May 29, 2022, which has been filed with the Securities and Exchange Commission, is included as part of this Annual Report. TRANSFER AGENT AND REGISTRAR EQ Shareowner Services 1110 Centre Point Curve Suite 101 Mendota Heights, MN 55120 (800) 214-0349 NEWS AND PUBLICATIONS Conagra Brands provides annual reports to shareholders of record. Street-name holders who would like to receive these reports directly from us may call Investor Relations at (312) 549-5002 to request a copy. Investors can access information on Conagra Brands’ performance, corporate responsibility initiatives and other information at www.conagrabrands.com. COMMON STOCK DIVIDENDS We paid a quarterly dividend of $0.275 per share for the first quarter and $0.3125 per share for the last three quarters during fiscal 2022. ANNUAL MEETING OF SHAREHOLDERS Wednesday, September 21, 2022 11 a.m. CDT The Annual Meeting will be held virtually via live webcast at www.virtualshareholdermeeting.com/CAG2022 SHAREHOLDER SERVICES Shareholders of record who have questions about or need help with their accounts may contact EQ Shareowner Services by telephone at (800) 214-0349 or by logging on to their accounts at www.shareowneronline.com. Through Shareholder Services, shareholders of record may make arrangements to: • automatically deposit dividends directly to bank accounts through electronic funds transfer; • have stock certificates held for safekeeping; • automatically reinvest dividends in Conagra Brands common stock (about 62% of Conagra Brands shareholders of record participate in the dividend reinvestment plan); • purchase additional shares of Conagra Brands common stock through voluntary cash investments; and • have bank accounts automatically debited to purchase additional Conagra Brands shares. BOARD OF DIRECTORS Anil Arora San Francisco, CA Director and Former Vice Chairman of Envestnet, Inc.; Former Chief Executive of Envestnet | Yodlee Director since 2018 Thomas K. Brown Dearborn, MI Retired Group Vice President of Global Purchasing at Ford Motor Company Director since 2013 Emanuel Chirico New York, NY Former Chairman of PVH Corp. Director since 2021 Sean M. Connolly Chicago, IL President and Chief Executive Officer of Conagra Brands, Inc. since 2015 Director since 2015 George Dowdie Bellevue, WA Executive Vice President of Global Supply Chain of Starbucks Director since 2022 Joie A. Gregor Scottsdale, AZ Retired Managing Director for Leadership Development at Warburg Pincus, LLC Director since 2009 Fran Horowitz New Albany, OH Chief Executive Officer of Abercrombie & Fitch Director since 2021 Rajive Johri Greenwich, CT Former President and Director of First National Bank of Omaha Director since 2009 Richard H. Lenny Chicago, IL Former Chairman and Chief Executive Officer of The Hershey Company Director since 2009 and Non-Executive Chairman since 2018 Melissa Lora Newport Beach, CA Retired President of Taco Bell International, a part of YUM! Brands, Inc. Director since 2019 Ruth Ann Marshall Fisher Island, FL Retired President of MasterCard International’s Americas division Director since 2007 Craig P. Omtvedt Palm Beach, FL Retired Senior Vice President and Chief Financial Officer of Fortune Brands, Inc. Director since 2016 Denise A. Paulonis Dallas, TX President and Chief Executive Officer of Sally Beauty Holdings, Inc. Director since 2022* *Joined the Board effective August 1, 2022. LEADERSHIP Sean Connolly Chief Executive Officer and President Carey Bartell Executive Vice President, General Counsel and Corporate Secretary Charisse Brock Executive Vice President, Chief Human Resources Officer Alexandre Eboli Executive Vice President, Chief Supply Chain Officer Derek De La Mater Executive Vice President, Chief Customer Officer Jon Harris Senior Vice President, Chief Communications Officer David Marberger Executive Vice President, Chief Financial Officer Tom McGough Executive Vice President, Co-Chief Operating Officer Darren Serrao Executive Vice President, Co-Chief Operating Officer Mindy Simon Senior Vice President, Chief Information Officer Robert Wise Senior Vice President, Corporate Controller DEAR FELLOW SHAREHOLDERS Fiscal 2022 was a year of strong sales growth, innovation, and meaningful progress on our environmental, social, and governance (ESG) goals. It was also a year in which our business contended with multiple waves of unprecedented inflation and supply chain challenges. Once again, I need to acknowledge the tremendous work of all of our employees at Conagra Brands. Their dedication, agility, resilience, and focus on results helped drive the company forward as we navigated through a challenging external environment and continued to execute the Conagra Way. This focus allowed us to capitalize on continued elevated demand for our products. Our Frozen and Snacks businesses once again benefited from macro trends of people continuing to work (and eat) at home. We see these behavior shifts as permanent, as people will be preparing and eating more meals in their homes than they did pre- pandemic. And that’s good news for Conagra Brands. That’s why we kept the innovation machine moving forward. With more consumers looking for delicious, easy-to-prepare meals that offer restaurant quality but at a much lower price point, our Frozen business introduced more than 50 new products. Highlights included Gardein® Ultimate Plant-Based® Chick’n, Banquet® MEGA Pizza, P.F. Chang’s Home Menu® Tempura Shrimp and the Zero and Max collections from Healthy Choice®. Our Snacking and Sweet Treats portfolio was active as well. Duncan Hines® partnered with American icon Dolly Parton to debut the new Dolly’s Southern Favorites collection of cake mixes and frostings, while Slim Jim® expanded the popular Slim Jim Savage™ platform with Savage Spicy. Innovation and relentless execution led to strong fiscal 2022 results in the face of record inflation. We took timely action to combat rising costs, including cost and productivity initiatives, and we implemented inflation-justified pricing actions. While we saw benefit from these actions in fiscal 2022, we expect to see even more benefit in early fiscal 2023. Fiscal 2022 financial highlights include: • Net sales increased 3.1% and organic net sales1 increased 3.8%. On a two-year compounded annualized basis2, fiscal 2022 net sales increased 2.1% and organic net sales1 increased 4.4%. • EPS for fiscal 2022 declined 30.8% to $1.84; adjusted EPS declined 10.6% to $2.36. On a two- year compounded annualized basis 2, fiscal 2022 EPS increased 3.5% and adjusted EPS increased 1.7%. • Conagra Brands paid $582 million in cash dividends to our shareholders, an increase of more than 22 percent compared to fiscal 2021. Fiscal 2022 was another year of ESG progress. We published our annual Citizenship Report in March of 2022, and I hope you will take the time to read the report to learn more about our initiatives in each of our four pillars – Good Food, Responsible Sourcing, Better Planet and Stronger Communities. Here are some brief highlights from each pillar. Good Food • Conagra Brands is a proud partner of U.S. Farmers and Ranchers in Action, working across the value chain with farmers, ranchers, food and agriculture stakeholders to co-create sustainable food systems. • In October 2021, Conagra was named a “pioneer” and the top-ranked U.S. company on sustainable protein research and innovation by The FAIRR Initiative, an investor network that defines material ESG issues in the animal agriculture sector to help inform investment decisions. Responsible Sourcing • In fiscal 2021, Conagra’s total ingredient buy by volume was approximately 79% plant-based. • Approximately 93% of Conagra’s packaging materials by volume were renewable, recyclable or compostable3, progressing towards our 2025 goal. Better Planet • Through our employee-led Sustainable Development Awards program, we conserved 64 million gallons of water decreased our carbon footprint by 91,000 metric tons, reduced waste by more than 12,300 tons and minimized material use by 17.6 million pounds. • This year Conagra honored ten Zero Waste manufacturing facilities for diverting more than 95% of waste materials from landfills through proper waste separation, recycling, and other innovative waste reduction measures. Stronger Communities • We made progress on our ambitious representation and retention goals. At the management level, the number of newly-employed people of color increased by 6%. In addition, we introduced Inclusive Behaviors, providing employees with a common framework for fostering unity and effectively working across differences. • To help alleviate hunger and food insecurity where our employees live and work, we donated 30 million pounds of food to Feeding America and its network of food banks, which is the equivalent of 25 million meals. As we begin fiscal 2023, I believe Conagra is positioned to leverage the heightened demand for our products to drive long-term value creation for our shareholders. We hosted an Investor Day meeting on July 27, 2022, to discuss the future of the business and share in more detail our financials, as well as plans for our brands, supply chain, marketing, and ESG efforts. I encourage you to listen to the recorded webcast on conagrabrands.com. On behalf of all of us at Conagra Brands, I thank you for your continued support. Sincerely, Sean M. Connolly, President and Chief Executive Officer 1 Organic net sales exclude the impact of foreign exchange and divested businesses. 2 Two-year compounded annualized growth is calculated as ([(1+ current year period’s growth rate) * (1 + prior year period’s growth rate)] ^0.5) -1. 3 Estimates are based, in part, on industry-wide average weights and post-consumer recycled content levels, guided by best practices on environmental footprint accounting. Conagra Brands Annual Report 2022 C o n a g r a B r a n d s , I n c . , A n n u a l R e p o r t 2 0 2 2 222 Merchandise Mart Plaza Suite 1300 Chicago, IL 60654 ©Conagra Brands, Inc. All rights reserved.

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