CONAGRA BRANDS INC. Fair Value Disclosure
19. FAIR VALUE MEASUREMENTS
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 1 — Unadjusted quoted prices in active markets for identical assets or liabilities,
Level 2 — Observable inputs other than those included in Level 1, such as quoted prices for similar assets and liabilities in active markets or quoted prices for identical assets or liabilities in inactive markets, and
Level 3 — Unobservable inputs reflecting our own assumptions and best estimate of what inputs market participants would use in pricing the asset or liability.
The fair values of our Level 2 derivative instruments were determined using valuation models that use market observable inputs including both forward and spot prices for currencies and commodities. Derivative assets and liabilities included in Level 2 primarily represent commodity and foreign currency option and forward contracts.
The following table presents our financial assets and liabilities measured at fair value on a recurring basis, based upon the level within the fair value hierarchy in which the fair value measurements fall, as of May 31, 2026:
| Level 1 | | Level 2 | | Level 3 | | Total | |||||
Assets: | ||||||||||||
$ | 3.1 | $ | 1.6 | $ | — | $ | 4.7 | |||||
Deferred compensation assets | 6.6 | — | — | 6.6 | ||||||||
Available-for-sale debt securities | — | — | 2.0 | 2.0 | ||||||||
Total assets | $ | 9.7 | $ | 1.6 | $ | 2.0 | $ | 13.3 | ||||
Liabilities: | ||||||||||||
$ | — | $ | 1.6 | $ | — | $ | 1.6 | |||||
Deferred compensation liabilities | 81.4 | — | — | 81.4 | ||||||||
Total liabilities | $ | 81.4 | $ | 1.6 | $ | — | $ | 83.0 | ||||
The following table presents our financial assets and liabilities measured at fair value on a recurring basis, based upon the level within the fair value hierarchy in which the fair value measurements fall, as of May 25, 2025:
| Level 1 | | Level 2 | | Level 3 | | Total | |||||
Assets: | ||||||||||||
$ | 4.7 | $ | — | $ | — | $ | 4.7 | |||||
Deferred compensation assets | 6.0 | — | — | 6.0 | ||||||||
Available-for-sale debt securities | — | — | 2.2 | 2.2 | ||||||||
Total assets | $ | 10.7 | $ | — | $ | 2.2 | $ | 12.9 | ||||
Liabilities: | ||||||||||||
$ | — | $ | 5.1 | $ | — | $ | 5.1 | |||||
Deferred compensation liabilities | 70.9 | — | — | 70.9 | ||||||||
Total liabilities | $ | 70.9 | $ | 5.1 | $ | — | $ | 76.0 | ||||
Nonrecurring Fair Value Measurements
Certain assets and liabilities, including long-lived assets, goodwill, asset retirement obligations, and equity investments are measured at fair value on a nonrecurring basis using Level 3 inputs.
Impairment of Assets Held for Sale
During fiscal 2025 and 2024, we recognized impairment charges totaling $27.2 million in our Refrigerated & Frozen segment and $36.4 million in our International segment, respectively. The impairments were measured based upon the estimated sale prices of the disposal groups (see Note 7).
Impairment of Goodwill and Intangible Assets
We recognized charges for the impairment of certain indefinite-lived brands in fiscal 2026, 2025, and 2024. The fair values of these brands were estimated using the “relief from royalty” method (see Note 9). Impairments in our Grocery & Snacks segment totaled $216.7 million, $11.9 million, and $77.6 million for fiscal 2026, 2025, and 2024, respectively. Impairments in our Refrigerated & Frozen segment totaled $330.5 million, $60.2 million, and $352.6 million for fiscal 2026, 2025, and 2024, respectively.
During fiscal 2026 and 2024, goodwill impairment charges totaling $2.38 billion and $526.5 million, respectively, were recognized within our Refrigerated & Frozen segment. The fair value of the goodwill was measured using a guideline public company method and discounted cash flow valuation method (see Note 9).
Other Asset Impairments
In fiscal 2025, we recognized charges of $64.7 million in our Refrigerated & Frozen segment for the impairment of certain long-lived assets based upon a discounted cash flow valuation model and included in restructuring activities (see Note 3). The impairments were based upon management’s intent to exit a manufacturing facility which became probable in fiscal 2025, which reduced the future expected cash flows to be generated at this facility.
In fiscal 2024, we recognized charges for the impairment of certain long-lived assets based upon a discounted cash flow valuation model and included in restructuring activities (see Note 3). Impairments totaled $0.6 million in our Grocery & Snacks segment, $17.7 million in our Refrigerated & Frozen segment, and $14.1 million in our International segment. The majority of these impairment charges were based upon management’s decision to exit certain manufacturing facilities in fiscal 2024, which reduced the future expected cash flows to be generated at these facilities.
Long-Term Debt Fair Value
The carrying amount of long-term debt (including current installments) was $7.23 billion as of May 31, 2026 and $7.26 billion as of May 25, 2025. Based on current market rates, the fair value of this debt (Level 2 liabilities) on May 31, 2026 and May 25, 2025 was estimated at $7.05 billion and $7.03 billion, respectively.
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Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2026 | Jul 15, 2026 | Showing above |
| 2025 | Jul 10, 2025 | |
| 2024 | Jul 11, 2024 | |
| 2023 | Jul 13, 2023 | |
| 2022 | Jul 21, 2022 | |
| 2021 | Jul 23, 2021 | |
| 2020 | Jul 24, 2020 | |
| 2019 | Jul 19, 2019 | |
| 2018 | Jul 20, 2018 | |
| 2017 | Jul 21, 2017 | |
| 2016 | Jul 15, 2016 | |
About Fair Value Disclosures
Fair value disclosures classify all assets and liabilities measured at fair value into a three-level hierarchy: Level 1 (quoted market prices), Level 2 (observable inputs like yield curves), and Level 3 (unobservable inputs requiring management estimates). The proportion of Level 3 assets directly reflects how much of the balance sheet depends on internal models rather than market evidence.
Key signals: a growing Level 3 balance relative to total fair-value assets increases valuation uncertainty and earnings volatility risk. Watch for transfers between levels — assets moving from Level 2 to Level 3 often signal deteriorating market liquidity. Unrealized gains and losses on Level 3 positions flow through earnings or other comprehensive income, so large swings deserve scrutiny. For financial institutions, examine the sensitivity disclosures that show how Level 3 valuations change under alternative assumptions. Compare the fair value of debt against its carrying amount to gauge hidden leverage.