CONAGRA BRANDS INC

Previous wording

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

Current wording

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

Previous wording

Readers of this report should understand that these forward-looking statements are not guarantees of performance or results. Forward-looking statements provide our current expectations and beliefs concerning future events and are subject to risks, uncertainties, and factors relating to our business and operations, all of which are difficult to predict and could cause our actual results to differ materially from the expectations expressed in or implied by such forward-looking statements. These risks, uncertainties, and factors include, among other things: risks associated with general economic and industry conditions, including inflation, reduced consumer confidence and spending, recessions, increased energy costs, supply chain challenges, increased tariffs and taxes, labor cost increases or shortages, currency rate fluctuations, and geopolitical conflicts; risks related to our ability to deleverage on currently anticipated timelines, and to continue to access capital on acceptable terms or at all; risks related to the Company’s competitive environment, cost structure, and related market conditions; risks related to our ability to execute operating and value creation plans and achieve returns on our investments and targeted operating efficiencies from cost-saving initiatives, and to benefit from trade optimization programs; risks related to the availability and prices of commodities and other supply chain resources, including raw materials, packaging, energy, and transportation, weather conditions, health pandemics or outbreaks of disease, actual or threatened hostilities or war, or other geopolitical uncertainty; risks related to our ability to respond to changing consumer preferences and the success of our innovation and marketing investments; risks associated with actions by our customers, including changes in distribution and purchasing terms; risks related to the effectiveness of our hedging activities and ability to respond to volatility in commodities; disruptions or inefficiencies in our supply chain and/or operations; risks related to the ultimate impact of, including reputational harm caused by, any product recalls and product liability or labeling litigation, including litigation related to lead-based paint and pigment and cooking spray; risks related to the seasonality of our business; risks associated with our co-manufacturing arrangements and other third-party service provider dependencies; risks associated with actions of governments and regulatory bodies that affect our businesses, including the ultimate impact of new or revised regulations or interpretations including to address climate change; risks related to the Company’s ability to execute on its strategies or achieve expectations related to environmental, social, and governance matters, including as a result of evolving legal, regulatory, and other standards, processes, and assumptions, the pace of scientific and technological developments, increased costs, the availability o…

Excerpt shortened here; the source contains the full paragraph.

Current wording

Readers of this report should understand that these forward-looking statements are not guarantees of performance or results. Forward-looking statements provide our current expectations and beliefs concerning future events and are subject to risks, uncertainties, and factors relating to our business and operations, all of which are difficult to predict and could cause our actual results to differ materially from the expectations expressed in or implied by such forward-looking statements. These risks, uncertainties, and factors include: risks associated with general economic and industry conditions, including inflation, reduced consumer confidence and spending, declining benefits or increased limitations under government food assistance programs for consumers, rising unemployment, recessions, increased energy costs, supply chain challenges, increased tariffs and taxes, labor cost increases or shortages, currency rate fluctuations, actual or threatened hostilities or war, and or other geopolitical conflicts; risks related to the availability and prices of commodities and other supply chain resources, including raw materials, packaging, energy, and transportation, weather conditions, health pandemics or outbreaks of disease, or other geopolitical uncertainty; disruptions or inefficiencies in our supply chain and/or operations; risks related to the effectiveness of our hedging activities and ability to respond to volatility in commodities; risks related to the ultimate impact of, including reputational harm caused by, any product recalls and product liability or labeling litigation, including litigation related to lead-based paint and pigment and cooking spray; risks related to our ability to execute operating and value creation plans and achieve returns on our investments and targeted operating efficiencies from cost-saving initiatives, and to benefit from trade optimization programs; risks related to our ability to deleverage on currently anticipated timelines, and to continue to access capital on acceptable terms or at all; risks related to the Company’s competitive environment, cost structure, and related market conditions; risks related to our ability to respond to changing consumer preferences including health and wellness perceptions and the success of our innovation and marketing investments; risks associated with actions by our customers, including changes in distribution and purchasing terms; risks related to the seasonality of our business; risks associated with our contract manufacturing arrangements and other third-party service provider dependencies; risks associated with actions of governments and regulatory bodies that affect our businesses, including the ultimate impact of new or revised regulations or interpretations including to address climate change; risks related to the Company’s ability to execute on its strategies or achieve expectations related to environmental, social, and governance matters, including as a result of evolving…

Excerpt shortened here; the source contains the full paragraph.

Previous wording

The discussion that follows should be read together with the unaudited Condensed Consolidated Financial Statements and related notes contained in this report and with the financial statements, related notes, and Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in our Annual Report on Form 10-K for the fiscal year ended May 26, 2024 and subsequent filings with the SEC. Results for the third quarter of fiscal 2025 are not necessarily indicative of results that may be attained in the future.

Current wording

The discussion that follows should be read together with the unaudited Condensed Consolidated Financial Statements and related notes contained in this report and with the financial statements, related notes, and Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in our Annual Report on Form 10-K for the fiscal year ended May 25, 2025 and subsequent filings with the SEC. Results for the first quarter of fiscal 2026 are not necessarily indicative of results that may be attained in the future.

Previous wording

decreased primarily due to the impacts of lower net sales, input cost inflation, and unfavorable operating leverage, partially offset by productivity. Overall segment operating profit decreased in all of our segments compared to the prior year. Corporate expenses and selling, general and administrative (“SG&A”) expenses were higher primarily due to items impacting comparability, as discussed below, partially offset by lower incentive compensation expense. We recognized higher equity method investment earnings, lower interest expense, and lower income tax expense, in each case compared to the third quarter of fiscal 2024. Excluding items impacting comparability, our effective tax rate was slightly lower than the third quarter of fiscal 2024.

Current wording

In the first quarter of fiscal 2026, results reflected a decrease in net sales, with organic (excludes the impact of acquisitions, divestitures, and foreign exchange) decreases in our Grocery & Snacks and International segments, partially offset by increases in our Refrigerated & Frozen and Foodservice segments, in each case compared to the first quarter of fiscal 2025. Overall gross profit decreased primarily due to the impacts of lower net sales, input cost inflation, and a reduction in profit from divested businesses, partially offset by productivity. Excluding items impacting comparability, overall segment operating profit decreased in our Grocery & Snacks, Refrigerated & Frozen, and Foodservice segments, slightly offset by an increase in our International segment compared to the first quarter of fiscal 2025. Corporate expenses and selling, general and administrative (“SG&A”) expenses were nearly flat compared to the prior year. We recognized lower interest expense and higher income tax expense, in each case compared to the first quarter of fiscal 2025. Excluding items impacting comparability, our effective tax rate was higher than the first quarter of fiscal 2025.

Previous wording

Diluted earnings per share in the third quarter of fiscal 2025 and 2024 was $0.30 and $0.64, respectively. Diluted earnings per share was affected by lower net income in the third quarter of fiscal 2025 compared to the third quarter of fiscal 2024.

Current wording

Diluted earnings per share in the first quarter of fiscal 2026 and 2025 was $0.34 and $0.97, respectively. Diluted earnings per share was affected by lower net income in the first quarter of fiscal 2026 compared to the first quarter of fiscal 2025. See*“Items Impacting Comparability”*below as several items affected the comparability of year-over-year results.

Previous wording

Our industry continues to be impacted by shifting consumer behavior, commodity cost fluctuations, exchange rate volatility, labor cost inflation, input cost inflation, supply chain pressures, and other global macroeconomic challenges. Through the third quarter of fiscal 2025, we experienced a moderate amount of input cost inflation and negative impacts from foreign exchange rates, which we were able to partially offset through our on-going productivity initiatives.

Current wording

Our industry continues to be impacted by shifting consumer behavior, commodity cost fluctuations, labor cost inflation, input cost inflation, supply chain pressures, exchange rate volatility, and other global macroeconomic challenges. In the first quarter of fiscal 2026, we saw a modest impact to our financial results due to increased costs resulting from recent changes to trade policies, which we largely mitigated. In addition, we continued to experience an elevated amount of input cost inflation, which we were able to partially offset through our on-going productivity initiatives.

Previous wording

Our industry is anticipating increased supply chain challenges, commodity cost volatility, and consumer and economic uncertainty due to rapid changes in global trade policies including announced tariff increases and potential additional tariff increases. We expect consumer trends to continue to evolve and our volumes to improve over time, however, economic pressures on consumers, including the challenges of high inflation and the impact of increased tariffs, may continue to negatively impact our volumes through the remainder of fiscal 2025. We also expect foreign exchange rates to continue to negatively impact our earnings through the remainder of fiscal 2025. We will continue to evaluate the evolving macroeconomic environment to take action to mitigate the impact on our business, consolidated results of operations, and financial condition.

Current wording

We expect inflation and tariffs to negatively impact ourcosts of goods sold in fiscal 2026. While we continue to expect consumer trends to improve over time, in the near-term, we expect weak consumer sentiment to continue to negatively impact our volumes during fiscal 2026. We will continue to evaluate the evolving macroeconomic environment and take action to mitigate negative impacts on our business, consolidated results of operations, and financial condition.

Previous wording

Segment presentation of gains and losses from derivatives used for economic hedging of anticipated commodity input costs and foreign currency exchange rate risks of anticipated transactions is discussed in further detail in Note 8,“Derivative Financial Instruments”, to the Condensed Consolidated Financial Statements contained in this report. We had $7.7 million of derivative gains and $6.8 million of derivative losses in the third quarter of fiscal 2025 and 2024, respectively, and $17.3 million and $9.6 million of derivative gains in the first three quarters of fiscal 2025 and 2024, respectively, which were included in general corporate expenses and reflected as items impacting comparability.

Current wording

Segment presentation of gains and losses from derivatives used for economic hedging of anticipated commodity input costs and foreign currency exchange rate risks of anticipated transactions is discussed in further detail in Note 8,“Derivative Financial Instruments”, to the Condensed Consolidated Financial Statements contained in this report. We had $2.2 million and $1.3 million of derivative losses in the first quarter of fiscal 2026 and 2025, respectively, which were included in general corporate expenses and reflected as items impacting comparability.

Previous wording

Other items of note impacting comparability for the third quarter of fiscal 2025 included the following:

Current wording

Other items of note impacting comparability for the first quarter of fiscal 2026 included the following:

Previous wording

Net sales for the third quarter and first three quarters of fiscal 2025 in our Grocery & Snacks segment included a decrease in price/mix of 2.6% and 0.6%, respectively, excluding the impact of acquisitions, when compared to the third quarter and first three quarters of fiscal 2024. Price/mix was impacted by an increase in strategic trade investments and the unfavorable impact of a $10.6 million change in estimate associated with our fiscal 2025 second quarter trade accrual. Volume decreased by 1.3% and 0.9% for the third quarter and first three quarters of 2025 when compared to the third quarter and first three quarters of 2024. The acquisitions of Sweetwood Smoke & Co. in August 2024 and an existing co-manufacturer of our cooking spray products in July 2024 contributed $9.7 million and $23.3 million to our Grocery & Snacks segment net sales during the third quarter and first three quarters of fiscal 2025, respectively.

Current wording

Net sales for the first quarter of fiscal 2026 in our Grocery & Snacks segment included a decrease in organic volume of 1.6% when compared to the first quarter of fiscal 2025 driven by continued lower consumption trends which were seen throughout the industry. Organic price/mix increased by 0.6% for the first quarter of 2026 when compared to the first quarter of 2025. The first quarter of fiscal 2026 and 2025 included $7.0 million and $110.1 million, respectively, of net sales related to ourChef Boyardee® business, which was sold in the first quarter of fiscal 2026. The first quarter of fiscal 2026 included inorganic net sales of $10.6 million associated with the acquisitions of Sweetwood Smoke & Co. in August 2024 and a contract manufacturer in July 2024 through the respective one-year anniversary of each acquisition.

Previous wording

Net sales for the third quarter and first three quarters of fiscal 2025 in our Refrigerated & Frozen segment reflected a decrease in price/mix of 4.2% and 3.8%, respectively, when compared to the third quarter and first three quarters of fiscal 2024, primarily attributable to an increase in strategic trade investments and the unfavorable impact of a $9.4 million change in estimate associated with our fiscal 2025 second quarter trade accrual. Volume decreased by 3.0% and 0.3% for the third quarter and first three quarters of fiscal 2025, respectively, when compared to the third quarter and first three quarters of fiscal 2024. In the third quarter of fiscal 2025, the largest impact to our volumes was a result of supply constraints impacting the company’s frozen meals containing chicken and frozen vegetable products. Additionally, we estimate that net sales during the first three quarters of fiscal 2025 were impacted by approximately $24 million due to temporary manufacturing disruptions in ourHebrew National®business during the key grilling season.

Current wording

Net sales for the first quarter of fiscal 2026 in our Refrigerated & Frozen segment reflected an increase in organic volume of 0.5%, when compared to the first quarter of fiscal 2025. Organic price/mix decreased by 0.3% for the first quarter of fiscal 2026, when compared to the first quarter of fiscal 2025. The first quarter of fiscal 2026 and 2025 included $4.9 million and $17.4 million, respectively, of net sales related to our frozen fish business, which was sold in the first quarter of fiscal 2026. Additionally, we estimate that net sales during the first quarter of fiscal 2025 were impacted by approximately $24 million due to temporary manufacturing disruptions in ourHebrew National®business during the key grilling season.

Previous wording

Net sales for the third quarter of fiscal 2025 in our International segment reflected an 8.5% decrease due to unfavorable foreign exchange rates, a 5.6% decrease in volumes, and a 4.4% increase in price/mix, in each case compared to the third quarter of fiscal 2024. Net sales for the first three quarters of fiscal 2025 reflected a 5.2% decrease due to unfavorable foreign exchange rates, a 3.6% increase in price/mix, and a 3.2% decrease in volumes, in each case compared to the first three quarters of fiscal 2024. The unfavorable foreign exchange rates were primarily due to the devaluation of the Mexican Peso relative to the US dollar. The third quarter of fiscal 2024 included $23.9 million of net sales related to our ownership stake in Agro Tech Foods Limited (“ATFL”), which was sold in the first quarter of fiscal 2025. The first three quarters of fiscal 2025 and 2024 included $23.6 million and $72.4 million, respectively, of net sales related to ATFL.

Current wording

Net sales for the first quarter of fiscal 2026 in our International segment reflected a 5.2% decrease in organic volumes, a 1.7% increase in organic price/mix, and a 1.3% decrease due to unfavorable foreign exchange rates, in each case compared to the first quarter of fiscal 2025. The decrease in volume was driven by lower consumption trends which were seen in our regions. The unfavorable foreign exchange rates were primarily due to the strength of the US dollar relative to the Mexican Peso in comparison to the first quarter of fiscal 2025. The first quarter of fiscal 2025 included $23.6 million of net sales related to our ownership stake in Agro Tech Foods Limited (“ATFL”), which was sold in the first quarter of fiscal 2025. In addition, the first quarter of fiscal 2026 and 2025 included $1.1 million and $13.6 million, respectively, of net sales related to ourChef Boyardee® business.

Previous wording

Net sales for the third quarter and first three quarters of fiscal 2025 in our Foodservice segment reflected a decrease in volumes of 10.0% and 8.3%, respectively, excluding the impact of acquisitions, when compared to the third quarter and first three quarters of fiscal 2024. The decrease in volumes was driven by the ongoing softness in restaurant traffic and the impact of lost business from the prior year. Price/mix increased by 3.7% and 3.3%, compared to the third quarter and first three quarters of fiscal 2024, respectively, reflecting inflation-driven pricing. Additionally, we estimate that net sales in our Foodservice segment during the first three quarters of fiscal 2025 were impacted by approximately $3 million due to the temporary manufacturing disruptions in ourHebrew National®business.

Current wording

Net sales for the first quarter of fiscal 2026 in our Foodservice segment reflected an increase in organic price/mix of 3.8%, when compared to the first quarter of fiscal 2025. Organic volume decreased by 3.6%, compared to the first quarter of fiscal 2025, reflecting ongoing soft yet stabilizing trends in commercial traffic. The first quarter of fiscal 2025 included $3.6 million of net sales related to ourChef Boyardee® and frozen fish businesses. Additionally, we estimate that net sales in our Foodservice segment during the first quarter of fiscal 2025 were impacted by approximately $3 million due to the temporary manufacturing disruptions in ourHebrew National®business.

Previous wording

SG&A expenses totaled $443.7 million for the third quarter of fiscal 2025, an increase of $56.3 million, as compared to the third quarter of fiscal 2024. SG&A expenses for the third quarter of fiscal 2025 reflected the following:

Current wording

SG&A expenses totaled $335.6 million for the first quarter of fiscal 2026, an increase of $0.2 million, as compared to the first quarter of fiscal 2025. SG&A expenses for the first quarter of fiscal 2026 reflected the following:

Previous wording

Other changes in expenses compared to the third quarter of fiscal 2024

Current wording

Other changes in expenses compared to the first quarter of fiscal 2025

Previous wording

SG&A expenses for the third quarter of fiscal 2024 included the following items impacting comparability of earnings:

Current wording

SG&A expenses for the first quarter of fiscal 2025 included the following items impacting comparability of earnings:

Previous wording

Operating profit in our Grocery & Snacks segment for the third quarter and first three quarters of fiscal 2025 reflected a decrease in gross profits of $53.9 million and $47.1 million, respectively, compared to the third quarter and first three quarters of fiscal 2024. The decrease in gross profit was driven by the decrease in net sales discussed above, the impacts of input cost inflation, and unfavorable operating leverage, partially offset by productivity. In addition, we recognized a benefit of $1.6 million and $11.3 million in the third quarter and first three quarters of fiscal 2025 and $7.4 million in the third quarter and first three quarters of fiscal 2024 related to insurance proceeds for lost sales from our fiscal 2023 brand recall onArmour Star®. Operating profit in our Grocery & Snacks segment for the third quarter of fiscal 2025 and 2024 included charges of $4.8 million and $0.2 million, respectively, related to our restructuring plans. Operating profit in our Grocery & Snacks segment for the first three quarters of fiscal 2025 and 2024 included charges of $10.8 million and $7.7 million, respectively, related to our restructuring plans.

Current wording

Segment operating profit in our Grocery & Snacks segment for the first quarter of fiscal 2026 reflected a decrease in gross profits of $27.8 million compared to the first quarter of fiscal 2025. The decrease in gross profit was driven by the decrease in net sales discussed above, the impacts of input cost inflation, and a reduction in profit associated with the sale of ourChef Boyardee® business, partially offset by productivity. In addition, we recognized a benefit of $3.3 million in the first quarter fiscal 2025 related to insurance proceeds for lost sales from our fiscal 2023 brand recall onArmour Star®. The decrease in operating profit also included an increase in SG&A expenses primarily related to incentive compensation.

Previous wording

Operating profit in our Refrigerated & Frozen segment for the third quarter and first three quarters of fiscal 2025 reflected a decrease in gross profits of $87.5 million and $155.3 million, respectively, compared to the third quarter and first three quarters of fiscal 2024. The decrease was driven by the net sales declines discussed above, the impacts of input cost inflation, and unfavorable operating leverage, partially offset by productivity. In the third quarter of fiscal 2025, we also experienced manufacturing challenges at the primary facility that prepares and cooks chicken used in our frozen meals. This resulted in increased product costs from utilizing third-party manufacturers, as well as abnormal inventory costs while we temporarily stopped production. The first three quarters of fiscal 2025 included a gain of $17.0 million from insurance recoveries associated with a previous fire that occurred at one of our manufacturing facilities. In addition, we estimate that gross profits during the first three quarters of fiscal 2025 were negatively impacted by approximately $10 million, primarily due to lost profits, abnormal manufacturing variances, and certain inventory write-offs resulting from the temporary manufacturing disruptions in ourHebrew National®business. The decrease in gross profits was partially offset by

Current wording

Segment operating profit in our Refrigerated & Frozen segment for the first quarter fiscal 2026 reflected a decrease in gross profits of $42.4 million compared to the first quarter fiscal 2025. The decrease was driven by the impacts of input cost inflation, unfavorable operating leverage, and a reduction in profit associated with the sale of our frozen fish business, partially offset by productivity. In addition, we estimate that gross profits during the first quarter of fiscal 2025 were negatively impacted by approximately $10 million, primarily due to lost profits, abnormal manufacturing variances, and certain inventory write-offs resulting from the temporary manufacturing disruptions in ourHebrew National®business.

Previous wording

Operating profit in our Foodservice segment for the third quarter and first three quarters of fiscal 2025 reflected a decrease in gross profits of $5.3 million and $11.0 million, respectively, when compared to the third quarter and first three quarters of fiscal 2024. The decrease in gross profits was driven by the net sales declines discussed above, the impacts of input cost inflation, and unfavorable operating leverage, partially offset by productivity. The first three quarters of fiscal 2024 was impacted by a net benefit of $5.9 million associated with insurance recoveries related to a fire that occurred at one of our manufacturing facilities.

Current wording

Segment operating profit in our Foodservice segment for the first quarter of fiscal 2026 reflected a decrease in gross profits of $6.6 million when compared to the first quarter of fiscal 2025. The decrease in gross profits was driven by the impacts of input cost inflation, unfavorable operating leverage, and a reduction in profit from divested businesses, partially offset by productivity.

Previous wording

In the third quarter and first three quarters of fiscal 2025, pension and postretirement non-service income was $3.1 million and $9.3 million, respectively, compared to expense of $1.4 million and $2.1 million in the third quarter and first three quarters of fiscal 2024, respectively. The third quarter and first three quarters of fiscal 2025 reflected lower interest costs.

Current wording

In the first quarter of fiscal 2026 and 2025, pension and postretirement non-service income was $6.1 million and $3.1 million, respectively. The first quarter of fiscal 2026 reflected lower interest costs as a result of the partial transfer of our U.S. defined benefit pension plan obligation to a third-party insurance provider through the purchase of an annuity contract in the fourth quarter of fiscal 2025.

Previous wording

Net interest expense was $100.9 million and $106.5 million for the third quarter of fiscal 2025 and 2024, respectively. Net interest expense was $314.9 million and $325.8 million for the first three quarters of fiscal 2025 and 2024, respectively. The decrease was driven by an overall reduction of our debt balances. See Note 5,“Debt and Revolving Credit Facility”, to the Condensed Consolidated Financial Statements contained in this report for further discussion.

Current wording

Net interest expense was $93.8 million and $105.8 million for the first quarter of fiscal 2026 and 2025, respectively. The decrease was driven by an overall reduction of our debt balances. See Note 5,“Debt and Revolving Credit Facility”, to the Condensed Consolidated Financial Statements contained in this report for further discussion.

Previous wording

In the third quarter of fiscal 2025 and 2024, we recognized income tax expense of $43.9 million and $95.9 million, respectively. In the first three quarters of fiscal 2025 and 2024, we recognized an income tax benefit of $33.5 million and income tax expense of $297.1 million, respectively. The effective tax rate (calculated as the ratio of income tax expense to pre-tax income, inclusive of equity method investment earnings) was approximately 23.3% and 23.7% for the third quarter of fiscal 2025 and 2024, respectively. The effective tax rate was approximately (3.9)% and 24.5% for the first three quarters of fiscal 2025 and 2024, respectively. See Note 12,“Income Taxes”, to the Condensed Consolidated Financial Statements contained in this report for a discussion on the change in effective tax rates.

Current wording

In the first quarter of fiscal 2026 and 2025, we recognized income tax expense of $124.6 million and an income tax benefit of $138.9 million, respectively. The effective tax rate (calculated as the ratio of income tax expense to pre-tax income, inclusive of equity method investment earnings) was approximately 43.1% and (42.4)% for the first quarter of fiscal 2026 and 2025, respectively. See Note 12,“Income Taxes”, to the Condensed Consolidated Financial Statements contained in this report for a discussion on the change in effective tax rates.

Previous wording

At February 23, 2025, we had a revolving credit facility (the “Revolving Credit Facility”) with a syndicate of financial institutions providing for a maximum aggregate principal amount outstanding at any one time of $2.0 billion (subject to increase to a maximum aggregate principal amount of $2.5 billion with the consent of the lenders). The Revolving Credit Facility matures on August 26, 2027 and is unsecured. The Company may request the term of the Revolving Credit Facility be extended for additional one-year or two-year periods from the then-applicable maturity date on an annual basis. We have historically used a credit facility principally as a back-up for our commercial paper program. As of February 23, 2025, there were no outstanding borrowings under the Revolving Credit Facility.

Current wording

At August 24, 2025, we had a revolving credit facility (the “Revolving Credit Facility”) with a syndicate of financial institutions providing for a maximum aggregate principal amount outstanding at any one time of $2.0 billion (subject to increase to a maximum aggregate principal amount of $2.5 billion with the consent of the lenders). The Revolving Credit Facility terminated and replaced our prior revolving credit facility in the first quarter of fiscal 2026. The Revolving Credit Facility matures on June 27, 2030 and is unsecured. The Company may request the term of the Revolving Credit Facility be extended for additional one-year or two-year periods from the then-applicable maturity date on an annual basis. We have historically used a credit facility principally as a back-up for our commercial paper program. As of August 24, 2025, there were no outstanding borrowings under the Revolving Credit Facility.

Previous wording

As of February 23, 2025, we had $535.0 million outstanding under our commercial paper program. The highest level of borrowings outstanding during the first three quarters of fiscal 2025 was $1.0 billion. We had $586.0 million outstanding under our commercial paper program as of May 26, 2024.

Current wording

As of August 24, 2025, we had no outstanding borrowings under our commercial paper program. The highest level of borrowings outstanding during the first quarter of fiscal 2026 was $445.0 million. We had $259.0 million outstanding under our commercial paper program as of May 25, 2025.

Previous wording

For additional information about our long-term debt balances, refer to Note 5,“Debt and Revolving Credit Facility”, to the Condensed Consolidated Financial Statements contained in this report and Note 3,“Long-Term Debt”, to the Consolidated Financial Statements contained in the Company’s Annual Report on Form 10-K for the fiscal year ended May 26, 2024. The weighted average coupon interest rate of long-term debt obligations outstanding as of February 23, 2025 was approximately 4.9%.

Current wording

For additional information on our debt transactions, refer to Note 5,“Debt and Revolving Credit Facility”, to the Condensed Consolidated Financial Statements contained in this report and Note 4,“Long-Term Debt”, and Note 5,“Credit Facilities and Borrowings”, to the Consolidated Financial Statements contained in the Company’s Annual Report on Form 10-K for the fiscal year ended May 25, 2025. The weighted average coupon interest rate of long-term debt obligations outstanding as of August 24, 2025 was approximately 4.9%.

Previous wording

As of the end of the third quarter of fiscal 2025, our senior long-term debt ratings were all investment grade. A significant downgrade in our credit ratings would not affect our ability to borrow amounts under the Revolving Credit Facility, although borrowing costs would increase. A downgrade of our short-term credit ratings would impact our ability to borrow under our commercial paper program by negatively impacting borrowing costs and causing shorter durations, as well as making access to commercial paper more difficult, or impossible.

Current wording

As of the end of the first quarter of fiscal 2026, our senior long-term debt ratings were all investment grade. A significant downgrade in our credit ratings would not affect our ability to borrow amounts under the Revolving Credit Facility, although borrowing costs would increase. A downgrade of our short-term credit ratings would impact our ability to borrow under our commercial paper program by negatively impacting borrowing costs and causing shorter durations, as well as making access to commercial paper more difficult, or impossible.

Previous wording

Our most restrictive debt agreement (the Revolving Credit Facility) generally requires our ratio of earnings before interest, taxes, depreciation and amortization (“EBITDA”) to interest expense not be less than 3.0 to 1.0 and our ratio of funded net debt to EBITDA not to exceed 4.5 to 1.0. Each ratio is to be calculated on a rolling four-quarter basis. As of February 23, 2025, we were in compliance with all financial covenants.

Current wording

Our most restrictive debt agreement (the Revolving Credit Facility) generally requires our ratio of earnings before interest, taxes, depreciation and amortization (“EBITDA”) to interest expense not be less than 3.0 to 1.0 and our ratio of funded net debt to EBITDA not to exceed 4.5 to 1.0. Each ratio is to be calculated on a rolling four-quarter basis. As of August 24, 2025, we were in compliance with these financial covenants.

Previous wording

We repurchase shares of our common stock from time to time after considering market conditions and in accordance with repurchase limits authorized by our Board. Under our current share repurchase authorization, we may repurchase our shares periodically over several years, depending on market conditions and other factors, and may do so in open market purchases or privately negotiated transactions. The share repurchase authorization has no expiration date. During the first quarter of fiscal 2025, we repurchased 2.1 million shares of our common stock under this authorization for an aggregate of $64.0 million. We did not repurchase any shares of

Current wording

We repurchase shares of our common stock from time to time after considering market conditions and in accordance with repurchase limits authorized by our Board. Under our current share repurchase authorization, we may repurchase our shares periodically over several years, depending on market conditions and other factors, and may do so in open market purchases or privately negotiated transactions. The share repurchase authorization has no expiration date. During the first quarter of fiscal 2026, we repurchased 0.8 million shares of our common stock under this authorization for an aggregate of $15.0 million. The Company’s total remaining share repurchase authorization as of August 24, 2025 was $837.6 million.

Previous wording

As part of our ongoing operations, we enter into contractual arrangements that obligate us to make future cash payments. These obligations impact our liquidity and capital resource needs. In addition to principal and interest payments on our outstanding long-term debt and notes payable balances, discussed above, our contractual obligations primarily consist of lease payments, income taxes, pension and postretirement benefits, and unconditional purchase obligations. In the first three quarters of fiscal 2025, we entered into warehousing service agreements with obligations totaling approximately $390 million over a term of 10 years. There were no other material changes to our contractual obligations from those disclosed in the Company’s Annual Report on Form 10-K for the fiscal year ended May 26, 2024.

Current wording

As part of our ongoing operations, we enter into contractual arrangements that obligate us to make future cash payments. These obligations impact our liquidity and capital resource needs. In addition to principal and interest payments on our outstanding long-term debt and notes payable balances, discussed above, our contractual obligations primarily consist of lease payments, income taxes, pension and postretirement benefits, and unconditional purchase obligations. There were no material changes to our contractual obligations from those disclosed in the Company’s Annual Report on Form 10-K for the fiscal year ended May 25, 2025.

Previous wording

We continue to make investments in our business and operating facilities. Our estimate of capital expenditures for fiscal 2025 is approximately $410 million.

Current wording

We continue to make investments in our business and operating facilities. Our estimate of capital expenditures for fiscal 2026 is approximately $450 million.

Previous wording

During the first three quarters of fiscal 2025, we used $29.6 million of cash, which was the net result of $1.35 billion generated from operating activities, $457.2 million used in investing activities, $914.3 million used in financing activities, and a decrease of $4.3 million due to the effects of changes in foreign currency exchange rates.

Current wording

During the first quarter of fiscal 2026, we generated $630.1 million of cash, which was the net result of $120.6 million generated from operating activities, $502.0 million generated from investing activities, $7.2 million generated from financing activities, and an increase of $0.3 million due to the effects of changes in foreign currency exchange rates.

Previous wording

Cash used in investing activities totaled $457.2 million and $295.6 million in the first three quarters of fiscal 2025 and 2024, respectively. Investing activities in the first three quarters of fiscal 2025 consisted primarily of capital expenditures totaling $304.2 million, and the purchases of an existing co-manufacturer and Sweetwood Smoke & Co. for a total of $230.6 million, net of cash acquired, which were partially offset by net proceeds totaling $76.8 million from the sale of our ownership stake in Agro Tech Foods Limited (“ATFL”). Investing activities in the first three quarters of fiscal 2024 consisted primarily of capital expenditures totaling $309.6 million.

Current wording

Cash generated from investing activities totaled $502.0 million in the first quarter of fiscal 2026 compared to cash used in investing activities of $286.3 million in the first quarter of fiscal 2025. Investing activities in the first quarter of fiscal 2026 consisted primarily of proceeds totaling $643.6 million from the sale of ourChef Boyardee® and frozen fish businesses, which were partially offset by capital expenditures totaling $146.8 million. Investing activities in the first quarter of fiscal 2025 consisted primarily of capital expenditures totaling $133.0 million and the purchases of an existing contract manufacturer and Sweetwood Smoke & Co. for a total of $230.4 million, net of cash acquired, which were partially offset by net proceeds totaling $76.8 million from the sale of our ownership stake in ATFL.

Previous wording

Cash used in financing activities totaled $914.3 million and $1.25 billion in the first three quarters of fiscal 2025 and 2024, respectively. Financing activities in the first three quarters of fiscal 2025 principally reflected repayments of long-term debt of $274.8 million, net short-term borrowing repayments of $52.6 million, cash dividends paid of $502.2 million, and common stock repurchases of $64.0 million. Financing activities in the first three quarters of fiscal 2024 principally reflected repayments of long-term debt of $766.8 million, the issuance of long-term debt totaling $500.0 million, net short-term borrowing repayments of $473.8 million, and cash dividends paid of $492.0 million.

Current wording

Cash generated from financing activities totaled $7.2 million and $70.1 million in the first quarter of fiscal 2026 and 2025, respectively. Financing activities in the first quarter of fiscal 2026 principally reflected the issuance of long-term debt totaling $1.0 billion, net short-term borrowing repayments of $763.2 million, cash dividends paid of $167.1 million, and common stock repurchases of $15.0 million. Financing activities in the first quarter of fiscal 2025 principally reflected net short-term borrowing issuances of $336.2 million, partially offset by cash dividends paid of $167.3 million and common stock repurchases of $64.0 million.

Previous wording

The Company had cash and cash equivalents of $49.4 million at February 23, 2025 and $77.7 million at May 26, 2024, of which $43.7 million at February 23, 2025 and $66.7 million at May 26, 2024 was held in foreign countries. A deferred tax liability is provided for certain undistributed foreign earnings that are not considered to be indefinitely reinvested or cannot be remitted in a tax-neutral transaction. Other undistributed foreign earnings are invested indefinitely and therefore we have not provided deferred taxes on those earnings.

Current wording

The Company had cash and cash equivalents of $698.1 million at August 24, 2025 and $68.0 million at May 25, 2025, of which $38.3 million at August 24, 2025 and $61.6 million at May 25, 2025 was held in foreign countries. A deferred tax liability is provided for certain undistributed foreign earnings that are not considered to be indefinitely reinvested or cannot be remitted in a tax-neutral transaction. Other undistributed foreign earnings are invested indefinitely and therefore we have not provided deferred taxes on those earnings.