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GOODWILL AND OTHER IDENTIFIABLE INTANGIBLE ASSETS | 12 Months Ended
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May 31, 2026
GOODWILL AND OTHER IDENTIFIABLE INTANGIBLE ASSETS |
GOODWILL AND OTHER IDENTIFIABLE INTANGIBLE ASSETS | 9. GOODWILL AND OTHER IDENTIFIABLE INTANGIBLE ASSETS The change in the carrying amount of goodwill for fiscal 2026 and 2025, excluding amounts classified as held for sale (see Note 7), was as follows: ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Grocery & | ​ | Refrigerated & | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ ​ ​ | Snacks | ​ ​ ​ | Frozen 1 | ​ ​ ​ | International | ​ ​ ​ | Foodservice | ​ ​ ​ | Total
Balance as of May 26, 2024 | ​ | $ | 4,486.8 | ​ | $ | 4,916.6 | ​ | $ | 202.4 | ​ | $ | 720.1 | ​ | $ | 10,325.9
Currency translation | ​ | ​ | — | ​ | ​ | — | ​ | ​ | (0.3) | ​ | ​ | — | ​ | ​ | (0.3)
Acquisitions | ​ | ​ | 176.3 | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 176.3
Balance as of May 25, 2025 | ​ | $ | 4,663.1 | ​ | $ | 4,916.6 | ​ | $ | 202.1 | ​ | $ | 720.1 | ​ | $ | 10,501.9
Currency translation | ​ | ​ | — | ​ | ​ | — | ​ | ​ | (0.2) | ​ | ​ | — | ​ | ​ | (0.2)
Impairments | ​ | ​ | ​ | ​ | ​ | (2,382.4) | ​ | ​ | — | ​ | ​ | — | ​ | ​ | (2,382.4)
Balance as of May 31, 2026 | ​ | $ | 4,663.1 | ​ | $ | 2,534.2 | ​ | $ | 201.9 | ​ | $ | 720.1 | ​ | $ | 8,119.3
​ 1 The carrying amounts of goodwill within the Refrigerated & Frozen segment as of both May 31, 2026 and May 25, 2025 were net of accumulated impairment losses of $3.05 billion and $668.2 million, respectively. ​ Other identifiable intangible assets, excluding amounts classified as held for sale, were as follows: ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | 2026 | ​ ​ ​ | 2025
​ | ​ | Gross Carrying | ​ | Accumulated | ​ | Gross Carrying | ​ | Accumulated
​ | ​ ​ ​ | Amount | ​ ​ ​ | Amortization | ​ ​ ​ | Amount | ​ ​ ​ | Amortization
Non-amortizing intangible assets | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Brands and trademarks | ​ | $ | 1,253.3 | ​ | $ | — | ​ | $ | 1,800.5 | ​ | $ | —
Amortizing intangible assets | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Customer relationships and intellectual property | ​ | ​ | 1,215.7 | ​ | ​ | 638.3 | ​ | ​ | 1,215.9 | ​ | ​ | 595.3
​ | ​ | $ | 2,469.0 | ​ | $ | 638.3 | ​ | $ | 3,016.4 | ​ | $ | 595.3
​ 2026 Goodwill and Indefinite-Lived Intangible Asset Impairment Testing During the second quarter of fiscal 2026, we identified triggering events requiring an interim goodwill impairment assessment of certain reporting units and certain other assets within those reporting units, including indefinite lived intangibles (brand names and trademarks), due to a sustained decline in market capitalization and stock price. As a result, during the second quarter we performed an interim quantitative impairment test over the Refrigerated & Frozen and Foodservice reporting units and the Birds Eye®, Earth Balance®, and Smart Balance® brand names. ​ The fair value of our reporting units is typically estimated using a discounted cash flow method and, in certain circumstances, we also use a guideline public company method. The fair value of our indefinite lived intangibles is determined using the “relief from royalty” methodology. Both the “relief from royalty” methodology and the discounted cash flow method require us to estimate the future cash flows as well as to select a risk-adjusted discount rate to measure the present value of the anticipated cash flows. The guideline public company method is based on our actual and estimated EBITDA and considers public companies that are comparable to our reporting units. When determining future cash flow estimates, we consider historical results, adjusted to reflect current and anticipated operating conditions. Under our discounted cash flow method, we estimate cash flows for a reporting unit over a discrete period (typically five years) and a terminal period (considering expected long-term growth rates and trends). Estimating the fair value of individual reporting units and our indefinite-lived intangible assets requires us to make assumptions and estimates in areas such as future economic conditions, industry-specific conditions, product pricing, and necessary capital expenditures. The use of different assumptions or estimates for selected EBITDA multiples, future cash flows, discount rates, royalty rates, or terminal growth rates could produce substantially different estimates of the fair value. ​ We completed a quantitative impairment test for the Refrigerated & Frozen and Foodservice reporting units with the assistance of a third-party valuation specialist using both a discounted cash flow method and a guideline public company method. As a result of our impairment tests, in the second quarter of fiscal 2026, we recognized non-cash goodwill impairment charges of $771.3 million in the Refrigerated & Frozen reporting unit within goodwill impairment charges. The goodwill impairment was primarily driven by a 150- basis point increase in the discount rate reflecting heightened macroeconomic uncertainty and weakened consumer sentiment, lower market multiples in our industry as of our testing date, and a downward revision to our projected sales and profit margins for this specific reporting unit. ​ In addition, we recognized impairment charges in the second quarter of fiscal 2026, within other intangible asset impairment charges of $180.0 million related to our Birds Eye® brand name and $17.0 million related to our spreads businesses (Earth Balance® and Smart Balance®), both of which were primarily included in our Refrigerated and Frozen segment. The other intangible asset impairments were primarily driven by the increase in the discount rate. In addition, Birds Eye® was negatively impacted by lower than expected profit margins which resulted in a reduction in our assumed royalty rate. ​ In the fourth quarter of fiscal 2026, we identified triggering events to test goodwill for impairment due to continued decline in market capitalization and stock price. As a result of our assessment of the triggering events, we completed a quantitative impairment test for the Refrigerated & Frozen reporting unit using both a discounted cash flow method and a guideline public company method. As a result of our impairment tests, we recognized goodwill impairment charges of $1.61 billion within goodwill impairment charges. The impairment was primarily driven by a 200-basis point increase in the discount rate from our last quantitative assessment completed in the second quarter of fiscal 2026 reflecting lower market multiples in our industry, uncertainty in the market and global economy due to potential implications from geopolitical conflicts, inflationary pressures, and other macroeconomic factors, and a downward revision to our projected sales and profit margins for this specific reporting unit. After this impairment the goodwill carrying amount of our Refrigerated & Frozen reporting unit is approximately $2.53 billion. ​ In the fourth quarter of fiscal 2026, we also recognized impairment charges on certain indefinite lived intangibles within other intangible asset impairment charges of $350.2 million within our Grocery & Snacks and Refrigerated & Frozen segments. The most notable brands with impairments included Birds Eye®, Armour®, Bertolli®, Angie’s® BOOMCHICKAPOP®, and Wish-Bone®. All brands were negatively impacted by the increase in our discount rate discussed above. Several of these brands were also negatively impacted by revised sales growth expectations. Including the impairments of certain brands recognized in the second quarter of fiscal 2026, discussed above, our total brand impairment charges recognized in fiscal 2026 were $547.2 million. The Refrigerated & Frozen reporting unit and certain of our indefinite lived intangibles were written down to fair value as of the end of fiscal 2026, resulting in zero excess fair value over carrying amount, and, as a result, will have a heightened risk of future impairments if any assumptions, estimates, or market factors change in the future. All other reporting units and indefinite lived intangibles had more than 20% excess fair value over carrying amount as of our last quantitative assessment. We will continue to monitor the impact of any significant changes in consumer purchasing behaviors, input cost inflation, and other macroeconomic conditions that could change certain assumptions and result in future impairments. 2025 Goodwill and Indefinite-Lived Intangible Asset Impairment Testing During the second quarter of fiscal 2025, we reorganized our reporting units in the Refrigerated & Frozen and Grocery & Snacks segments. This required us to reassign assets and liabilities between the reporting units, assess whether there were indicators of impairment for the impacted reporting units, and evaluate other assets in the reporting units for impairment, including indefinite-lived intangibles (brand names and trademarks). We used a discount rate of 7.50% and a terminal growth rate that ranged between 1% to 1.5% in estimating the fair value of our reporting units. As a result of our impairment tests, in the second quarter of fiscal 2025, we recognized impairment charges of $18.9 million for certain brands with continued lower than expected sales and profit margins. These charges were recorded within other intangible asset impairment charges in our Grocery & Snacks and Refrigerated & Frozen segments. There were no impairments to goodwill. In the fourth quarter of fiscal 2025, we performed our annual goodwill impairment assessment on all of our reporting units and found no indicators of impairment. We completed a qualitative assessment which primarily considered our previous cushion from our last quantitative test in addition to market comparable transactions. As a result of our fiscal 2025 annual impairment test for indefinite lived intangibles, we recognized impairment charges within other intangible asset impairment charges of $53.2 million in our Grocery & Snacks and Refrigerated & Frozen segments. Our largest impairments were related to our spreads businesses (Earth Balance® and Smart Balance®). Both of these brands were negatively impacted by volume declines in the current fiscal year, which also resulted in revised sales growth expectations. Including the impairments of certain brands recognized in the second quarter of fiscal 2025, discussed above, our total brand impairment charges recognized in fiscal 2025 were $72.1 million. 2024 Goodwill and Indefinite-Lived Intangible Asset Impairment Testing In the fourth quarter of fiscal 2024, we performed our annual goodwill impairment assessment on all of our reporting units. We completed a qualitative assessment on all of our reporting units with the exception of our Sides, Components, Enhancers reporting unit. We completed a quantitative impairment test for our Sides, Components, Enhancers reporting unit with the assistance of a third-party valuation specialist using both a discounted cash flow method and guideline public company method as a result of lower market multiples in our industry as of our testing date. In estimating the fair value of this reporting unit, we selected a market multiple of 9.0- 9.5x using actual and estimated EBITDA for our guideline public company method. We used a discount rate of 8.50% and a terminal growth rate that approximated 1% for our discounted cash flow approach. As a result of our impairment tests, we recognized goodwill impairment charges of $526.5 million within goodwill impairment charges. The impairment was largely due to the 75-basis point increase in the discount rate as a result of economic conditions (higher interest rates and a slightly higher company specific risk premium), a decline in market capitalization, lower market multiples in our industry as of our testing date, as well as a downward revision to our sales forecasts for this specific reporting unit. After the impairment, the goodwill carrying amount of our Sides, Components, Enhancers reporting unit was approximately $1.4 billion. As a result of our fiscal 2024 annual impairment test for indefinite lived intangibles, we recognized impairment charges within other intangible asset impairment charges of $430.2 million within our Grocery & Snacks and Refrigerated & Frozen segments. All brands were negatively impacted by an increase in our discount rate in response to the economic environment (higher interest rates including an increase in certain brand specific risk premiums) since our last annual impairment test. Our two largest impairments were related to Birds Eye® and Earth Balance® in the amount of $255.4 million and $72.1 million, respectively. Both of these brands were negatively impacted by volume declines in fiscal 2024 driven by lower consumption trends, which also resulted in revised sales growth expectations. Birds Eye® was also negatively impacted by lower than expected profit margins which resulted in a slight reduction to our assumed royalty rate. Definite-Lived Intangible Assets Amortizing intangible assets, carrying a remaining weighted-average life of approximately 15 years, are principally composed of customer relationships and acquired intellectual property. For fiscal 2026, 2025, and 2024, we recognized amortization expense of $43.1 million, $53.7 million, and $53.6 million, respectively. Based on amortizing assets recognized in our Consolidated Balance Sheet as of May 31, 2026, amortization expense for the next five years is estimated to be as follows: ​
​ | ​ | ​ | ​
2027 | ​ | $ | 43.0
2028 | ​ | ​ | 40.6
2029 | ​ | ​ | 39.3
2030 | ​ | ​ | 39.0
2031 | ​ | ​ | 38.4
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