CONAGRA BRANDS INC.

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: risks associated with general economic and industry conditions, including inflation, reduced consumer confidence and spending, increased tariffs and taxes, declining benefits or increased limitations under government food assistance programs for consumers, rising unemployment, recessions, increased energy costs, supply chain challenges, 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.

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, increased tariffs and taxes, increased energy and fuel costs, actual or threatened hostilities or war, and or other geopolitical conflicts, declining benefits or increased limitations under government food assistance programs for consumers, rising unemployment, recessions, supply chain challenges, labor cost increases or shortages, currency rate fluctuations; 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…

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 25, 2025 and subsequent filings with the SEC. Results for the second quarter of fiscal 2026 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 third quarter of fiscal 2026 are not necessarily indicative of results that may be attained in the future.

Previous wording

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

Current wording

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

Previous wording

Diluted loss per share in the second quarter and first half of fiscal 2026 was $1.39 and $1.04, respectively. Diluted earnings per share in the second quarter and first half of fiscal 2025 were $0.59 and $1.57, respectively. The decrease reflected lower net income. See*“Items Impacting Comparability”*above as several items affected the comparability of year-over-year results of operations.

Current wording

Diluted earnings per share were $0.42 and $0.30 in the third quarter of fiscal 2026 and 2025, respectively. The increase in diluted earnings per share reflected higher net income. 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 weak consumer sentiment, commodity cost fluctuations, labor cost inflation, input cost inflation, supply chain pressures, exchange rate volatility, and other global macroeconomic challenges. In the second quarter of fiscal 2026, we saw an impact to our financial results due to increased costs resulting from changes to trade policies. 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 and targeted pricing actions.

Current wording

Our industry continues to be impacted by persistent weak consumer sentiment, commodity cost fluctuations, labor cost inflation, input cost inflation, supply chain pressures, exchange rate volatility, and other global macroeconomic challenges. In the third quarter of fiscal 2026, we continued to experience an elevated amount of input cost inflation, which we were able to partially offset through our on-going productivity initiatives and targeted pricing actions.

Previous 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, we expect weak consumer sentiment to continue to drive value seeking behaviors and 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.

Current wording

We expect continued volatility in our costs of goods sold as a result of inflation and changes to trade policiesin fiscal 2026. While we expect consumer trends to improve over time, we also expect persistent weak consumer sentiment to drive value seeking behaviors, negatively impacting our volumes during fiscal 2026. We 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 $1.4 million of derivative losses and $10.9 million of derivative gains in the second quarter of fiscal 2026 and 2025, respectively, and $3.6 million of derivative losses and $9.6 million of derivative gains in the first half of fiscal 2026 and 2025, 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 $2.7 million and $7.7 million of derivative gains in the third quarter of fiscal 2026 and 2025, respectively, and $0.9 million of derivative losses and $17.3 million of derivative gains in the first three quarters 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 second quarter of fiscal 2026 included the following:

Current wording

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

Previous wording

and lower consumption trends that were seen throughout the industry. Organic price/mix increased by 0.8% and 0.6% for the second quarter and first half of fiscal 2026, respectively, when compared to the second quarter and first half of fiscal 2025. The second quarter of fiscal 2025 included $93.1 million of net sales related to ourChef Boyardee® business, which was sold in the first quarter of fiscal 2026. The first half of fiscal 2026 and 2025 included $7.0 million and $203.2 million, respectively, of net sales related to ourChef Boyardee® business. The first half 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.

Current wording

Net sales for the third quarter and first three quarters of fiscal 2026 in our Grocery & Snacks segment included an increase in organic price/mix of 4.0% and 1.7%, respectively, and a decrease in organic volume of 2.2% and 2.0%, respectively, primarily due to inflation-driven pricing and corresponding elasticity impacts. In addition, price/mix was impacted by an unfavorable adjustment in the prior-year period of $10.6 million related to a change in estimate associated with our fiscal 2025 second quarter trade accrual. The third quarter of fiscal 2025 included $98.6 million of net sales related to ourChef Boyardee® business, which was sold in the first quarter of fiscal 2026. The first three quarters of fiscal 2026 and 2025 included $7.0 million and $301.8 million, respectively, of net sales related to ourChef Boyardee® business. The first three quarters 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 second quarter and first half of fiscal 2026 in our Refrigerated & Frozen segment reflected a decrease in organic volume of 3.0% and 1.5%, respectively, when compared to the second quarter and first half of fiscal 2025, driven by changes in retailer inventory and lower consumption trends. Organic price/mix decreased by 2.1% and 1.2% for the second quarter and first half of fiscal 2026, respectively, when compared to the second quarter and first half of fiscal 2025. The second quarter of fiscal 2025 included $19.7 million of net sales related to our frozen fish business, which was sold in the first quarter of fiscal 2026. The first half of fiscal 2026 and 2025 included $4.9 million and $37.1 million, respectively, related to our frozen fish business. Additionally, we estimate that net sales during the first half 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 third quarter and first three quarters of fiscal 2026 in our Refrigerated & Frozen segment reflected an increase in organic volume of 3.9% and 0.3%, respectively, when compared to the third quarter and first three quarters of fiscal 2025, primarily due to market share recovery following prior year’s supply constraints. Organic price/mix decreased by 0.3% and 1.1% for the third quarter and first three quarters of fiscal 2026, respectively, when compared to the third quarter and first three quarters of fiscal 2025. Price/mix was impacted by an unfavorable adjustment in the prior-year period of $9.4 million related to a change in estimate associated with our fiscal 2025 second quarter trade accrual. The third quarter of fiscal 2025 included $21.4 million of net sales related to our frozen fish business, which was sold in the first quarter of fiscal 2026. The first three quarters of fiscal 2026 and 2025 included $4.9 million and $58.5 million, respectively, related to our frozen fish business. 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.

Previous wording

Net sales for the second quarter of fiscal 2026 in our International segment reflected a 6.4% decrease in organic volumes, a 3.5% increase in organic price/mix, and a 1.6% increase due to favorable foreign exchange rates, in each case compared to the second quarter of fiscal 2025. Net sales for the first half of fiscal 2026 in our International segment reflected a 5.8% decrease in organic volumes, a 2.6% increase in organic price/mix, and a 0.2% increase due to favorable foreign exchange rates, in each case compared to the first half of fiscal 2025. The decrease in volume was driven by lower consumption trends in response to inflation-justified pricing actions. The favorable foreign exchange rates were primarily due to the strength of the US dollar relative to the Mexican Peso in comparison to the second quarter and first half of fiscal 2025. The first half 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 second quarter of fiscal 2025 included $10.1 million of net sales related to ourChef Boyardee® business. The first half of fiscal 2026 and 2025 included $1.1 million and $23.7 million of net sales related to ourChef Boyardee® business.

Current wording

Net sales for the third quarter of fiscal 2026 in our International segment reflected a 6.8% increase due to favorable foreign exchange rates, a 2.0% decrease in organic volumes, and a 0.8% increase in organic price/mix, in each case compared to the third quarter of fiscal 2025. Net sales for the first three quarters of fiscal 2026 in our International segment reflected a 4.5% decrease in organic volumes, a 2.4% increase due to favorable foreign exchange rates, and a 1.9% increase in organic price/mix, in each case compared to the first three quarters of fiscal 2025. The decrease in volume was driven by lower consumption trends in response to inflation-justified pricing actions. The favorable foreign exchange rates were primarily due to the strength of the US dollar relative to the Mexican Peso in comparison to the third quarter and first three quarters of fiscal 2025. The first three quarters 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 third quarter of fiscal 2025 included $9.2 million of net sales related to ourChef Boyardee® business. The first three quarters of fiscal 2026 and 2025 included $1.1 million and $32.9 million, respectively, of net sales related to ourChef Boyardee® business.

Previous wording

Net sales for the second quarter and first half of fiscal 2026 in our Foodservice segment reflected an increase in organic price/mix of 4.2% and 4.0%, respectively, when compared to the second quarter and first half of fiscal 2025 primarily due to inflation justified pricing actions. Organic volume decreased by 4.0% and 3.8% compared to the second quarter and first half of fiscal 2025, respectively, reflecting ongoing soft trends in commercial traffic. The second quarter and first half of fiscal 2025 included $4.4 million and $8.0 million, respectively, of net sales related to ourChef Boyardee® and frozen fish businesses. Additionally, we estimate that net sales in our Foodservice segment during the first half 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 third quarter and first three quarters of fiscal 2026 in our Foodservice segment reflected an increase in organic price/mix of 3.7% and 4.0%, respectively, when compared to the third quarter and first three quarters of fiscal 2025 primarily due to inflation justified pricing actions. Organic volume decreased by 0.1% and 2.7% compared to the third quarter and first three quarters of fiscal 2025, respectively, reflecting soft but stabilizing trends in commercial traffic. The third quarter and first three quarters of fiscal 2025 included $4.6 million and $12.6 million, respectively, of net sales related to ourChef Boyardee® and frozen fish businesses. 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.

Previous wording

SG&A expenses totaled $325.1 million for the second quarter of fiscal 2026, a decrease of $100.1 million, as compared to the second quarter of fiscal 2025. SG&A expenses for the second quarter of fiscal 2026 reflected the following:

Current wording

SG&A expenses totaled $377.6 million for the third quarter of fiscal 2026, a decrease of $66.1 million, as compared to the third quarter of fiscal 2025. SG&A expenses for the third quarter of fiscal 2026 reflected the following:

Previous wording

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

Current wording

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

Previous wording

SG&A expenses totaled $660.7 million for the first half of fiscal 2026, a decrease of $99.9 million, as compared to the first half of fiscal 2025. SG&A expenses for the first half of fiscal 2026 reflected the following:

Current wording

SG&A expenses totaled $1.04 billion for the first three quarters of fiscal 2026, a decrease of $166.0 million, as compared to the first three quarters of fiscal 2025. SG&A expenses for the first three quarters of fiscal 2026 reflected the following:

Previous wording

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

Current wording

Other changes in expenses compared to the first three quarters of fiscal 2025

Previous wording

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

Current wording

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

Previous wording

Segment operating profit in our Grocery & Snacks segment for the second quarter and first half of fiscal 2026 reflected a decrease in gross profits of $68.8 million and $96.6 million, respectively, compared to the second quarter and first half of fiscal 2025. The decrease in gross profits was driven by the decrease in organic 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 abenefit of $6.4 million and $9.7 million in the second quarter and first half of fiscal 2025, respectively, related to insurance proceeds for lost sales from our fiscal 2023 brand recall onArmour Star®.

Current wording

Segment operating profit in our Grocery & Snacks segment for the third quarter and first three quarters of fiscal 2026 reflected a decrease in gross profits of $32.8 million and $129.4 million, respectively, compared to the third quarter and first three quarters 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 associated with the sale of ourChef Boyardee® business, partially offset by productivity. The decrease in gross profits in the third quarter was also partially offset by the increase in organic net sales discussed above. In addition, we recognized abenefit of $1.6 million and $11.3 million in the third quarter and first three quarters of fiscal 2025, respectively, related to insurance proceeds for lost sales from our fiscal 2023 brand recall onArmour Star®. The decrease in operating profit for the third quarter and first three quarters of fiscal 2026 was partially offset by a decrease in SG&A expenses, including a decrease of $5.0 million and $1.4 million, respectively, in advertising and promotion expenses.

Previous wording

Segment operating profit in our Refrigerated & Frozen segment for the second quarter and first half of fiscal 2026 reflected a decrease in gross profits of $63.8 million and $106.2 million, respectively, compared to the second quarter and first half of fiscal 2025. The decrease was driven by the decrease in organic net sales discussed above, 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 half 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 operating profit for the second quarter and first half of fiscal 2026 included an increase in SG&A expenses, including an increase of $3.2 million and $5.8 million, respectively, in advertising and promotion expenses.

Current wording

Segment operating profit in our Refrigerated & Frozen segment for the third quarter and first three quarters of fiscal 2026 reflected a decrease in gross profits of $8.4 million and $114.6 million, respectively, compared to the third quarter and first three quarters of 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. The decrease in gross profits in the third quarter was also partially offset by the increase in organic net sales discussed above. 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 operating profit for the third quarter and first three quarters of fiscal 2026 included an increase in SG&A expenses, including an increase of $8.3 million and $14.1 million, respectively, in advertising and promotion expenses.

Previous wording

Segment operating profit in our International segment for the second quarter and first half of fiscal 2026 reflected a decrease in gross profits of $7.8 million and $13.2 million, respectively, when compared to the second quarter and first half of fiscal 2025. The decrease was driven by the decrease in organic net sales discussed above, the impacts of input cost inflation, and a reduction in profit associated with the sale of our ownership stake in ATFL, partially offset by productivity. The decrease in gross profits was partially offset by lower SG&A expenses and favorable foreign exchange rates in both the second quarter and first half of fiscal 2026.

Current wording

Segment operating profit in our International segment for the third quarter and first three quarters of fiscal 2026 reflected a decrease in gross profits of $1.4 million and $14.6 million, respectively, when compared to the third quarter and first three quarters of fiscal 2025. The decrease was driven by the decrease in organic net sales discussed above, the impacts of input cost inflation, and a reduction in profit associated with the sale of our ownership stake in ATFL, partially offset by productivity. The decrease in gross profits for the third quarter and first three quarters of fiscal 2026 was partially offset by favorable foreign exchange rates and the first three quarters of fiscal 2026 was partially offset by a decrease in SG&A expenses, including a decrease of $3.8 million in advertising and promotion expenses.

Previous wording

Segment operating profit in our Foodservice segment for the second quarter and first half of fiscal 2026 reflected a decrease in gross profits of $3.7 million and $10.3 million, respectively, when compared to the second quarter and first half of fiscal 2025. The decrease in gross profit was driven by the impacts of input cost inflation, unfavorable operating leverage, and a reduction in profit from divested businesses, partially offset by higher organic net sales and productivity.

Current wording

Segment operating profit in our Foodservice segment for the third quarter and first three quarters of fiscal 2026 reflected a decrease in gross profits of $1.8 million and $12.1 million, respectively, when compared to the third quarter and first three quarters of fiscal 2025. The decrease in gross profit was driven by the impacts of input cost inflation and a reduction in profit from divested businesses, partially offset by higher organic net sales and productivity.

Previous wording

In the second quarter and first half of fiscal 2026, pension and postretirement non-service income was $6.1 million and $12.2 million, respectively, compared to $3.1 million and $6.2 million in the second quarter and first half of fiscal 2025, respectively. The second quarter and first half 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.

Current wording

In the third quarter and first three quarters of fiscal 2026, pension and postretirement non-service income was $6.1 million and $18.3 million, respectively, compared to $3.1 million and $9.3 million in the third quarter and first three quarters of fiscal 2025, respectively. The third quarter and first three quarters 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 $96.0 million and $108.2 million for the second quarter of fiscal 2026 and 2025, respectively. Net interest expense was $189.8 million and $214.0 million for the first half 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.

Current wording

Net interest expense was $93.1 million and $100.9 million for the third quarter of fiscal 2026 and 2025, respectively. Net interest expense was $282.9 million and $314.9 million for the first three quarters 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

Equity method investment earnings were $32.2 million and $48.5 million for the second quarter of fiscal 2026 and 2025, respectively. Equity method investment earnings were $61.6 million and $77.6 million for the first half of fiscal 2026 and 2025, respectively. Ardent Mills earnings for the second quarter and first half of fiscal 2026 reflected lower commodity trading revenue. Results for both the second quarter and first half of fiscal 2026 included charges of $6.7 million related to Ardent Mills restructuring activities.

Current wording

Equity method investment earnings were $36.5 million and $47.4 million for the third quarter of fiscal 2026 and 2025, respectively. Equity method investment earnings were $98.1 million and $125.0 million for the first three quarters of fiscal 2026 and 2025, respectively. Ardent Mills earnings for the third quarter and first three quarters of fiscal 2026 reflected lower commodity trading revenue. Results for the third quarter of fiscal 2026 and 2025 included a net benefit of $0.9 million and charges of $3.6 million, respectively, related to Ardent Mills restructuring activities. Results for the first three quarters of fiscal 2026 and 2025 included charges of $5.8 million and $3.6 million, respectively, related to Ardent Mills restructuring activities.

Previous wording

In the second quarter of fiscal 2026 and 2025, we recognized income tax expense of $8.3 million and $61.5 million, respectively. In the first half of fiscal 2026 and 2025, we recognized income tax expense of $132.9 million and an income tax benefit of $77.4 million, respectively. The effective tax rate (calculated as the ratio of income tax expense to pre-tax income (loss), inclusive of equity method investment earnings) was approximately (1.3)% and 17.8% for the second quarter of fiscal 2026 and 2025, respectively. The effective tax rate was approximately (36.3)% and (11.5)% for the first half 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.

Current wording

In the third quarter of fiscal 2026 and 2025, we recognized income tax expense of $29.8 million and $43.9 million, respectively. In the first three quarters of fiscal 2026 and 2025, we recognized income tax expense of $162.7 million and an income tax benefit of $33.5 million, respectively. The effective tax rate (calculated as the ratio of income tax expense to pre-tax income (loss), inclusive of equity method investment earnings) was approximately 13.0% and 23.3% for the third quarter of fiscal 2026 and 2025, respectively. The effective tax rate was approximately (119.2)% and (3.9)% for the first three quarters 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

Diluted loss per share in the second quarter of fiscal 2026 was $1.39 and diluted earnings per share in the second quarter of fiscal 2025 were $0.59. Diluted loss per share was affected by lower net income in the second quarter of fiscal 2026 compared to the second quarter of fiscal 2025. See*“Items Impacting Comparability”*below as several items affected the comparability of year-over-year results.

Current wording

Diluted earnings per share in the third quarter of fiscal 2026 was $0.42 and diluted loss per share in the first three quarters of fiscal 2026 was $0.63. Diluted earnings per share in the third quarter and first three quarters of fiscal 2025 were $0.30 and $1.87, respectively. The increase in the third quarter of fiscal 2026 reflected higher net income and the decrease in the first three quarters of fiscal 2026 reflected lower net income. See*“Items Impacting Comparability”*above as several items affected the comparability of year-over-year results of operations.

Previous wording

As of November 23, 2025, we had $348.0 million outstanding under our commercial paper program. The highest level of borrowings outstanding during the first half of fiscal 2026 was $642.0 million. We had $259.0 million outstanding under our commercial paper program as of May 25, 2025.

Current wording

As of February 22, 2026, we had $63.0 million outstanding under our commercial paper program. The highest level of borrowings outstanding during the first three quarters of fiscal 2026 was $642.0 million. We had $259.0 million outstanding under our commercial paper program as of May 25, 2025.

Previous wording

During the first quarter of fiscal 2026, we issued $500.0 million aggregate principal amount of 5.00% senior unsecured notes due August 1, 2030 and $500.0 million aggregate principal amount of 5.75% senior unsecured notes due August 1, 2035 (collectively, the “Senior Notes”). The proceeds were partially used to repay the $300.0 million and $200.0 million aggregate principal amount outstanding under the unsecured term loan agreements dated April 29, 2024, as amended by a letter agreement dated April 29, 2025, (the “2024 Term Loan”) and April 29, 2025 (the “2025 Term Loan”), respectively, as well as outstanding borrowings under our commercial paper program. The 2024 Term Loan and 2025 Term Loan repayments were also partially funded by the proceeds received in connection with the sale of ourChef Boyardee® business.

Current wording

During the first quarter of fiscal 2026, we issued $500.0 million aggregate principal amount of 5.00% senior unsecured notes due August 1, 2030 and $500.0 million aggregate principal amount of 5.75% senior unsecured notes due August 1, 2035 (collectively, the “Senior Notes”). The proceeds were partially used to repay the $300.0 million and $200.0 million aggregate principal amount outstanding under the unsecured term loan agreements dated April 29, 2024, as amended by a letter agreement dated April 29, 2025, (the “2024 Term Loan”) and April 29, 2025 (the “2025 Term Loan”), respectively, as well as outstanding borrowings under our

Previous wording

As of the end of the second 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.

Current wording

As of the end of the third 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

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. We did not repurchase any shares of common stock during the second quarter of fiscal 2026. The Company’s total remaining share repurchase authorization as of November 23, 2025 was $837.6 million.

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. We did not repurchase any shares of common stock during the second or third quarters of fiscal 2026. The Company’s total remaining share repurchase authorization as of February 22, 2026 was $837.6 million.

Previous wording

On November 26, 2025, the Company paid a quarterly cash dividend on shares of its common stock of $0.35 per share to stockholders of record as of close of business on October 30, 2025. On December 18, 2025, we announced that our Board had authorized

Current wording

On February 26, 2026, the Company paid a quarterly cash dividend on shares of its common stock of $0.35 per share to stockholders of record as of close of business on January 27, 2026. On March 31, 2026, we announced that our Board had authorized a quarterly dividend of $0.35 per share to be paid on June 3, 2026 to stockholders of record as of the close of business on April 30, 2026.

Previous wording

During the first half of fiscal 2026, we used $21.4 million of cash, which was the net result of $331.2 million generated from operating activities, $467.2 million generated from investing activities, $819.9 million used in financing activities, and an increase of $0.1 million due to the effects of changes in foreign currency exchange rates.

Current wording

During the first three quarters of fiscal 2026, we used $12.9 million of cash, which was the net result of $895.6 million generated from operating activities, $371.1 million generated from investing activities, $1.28 billion used in financing activities, and an increase of $1.9 million due to the effects of changes in foreign currency exchange rates.

Previous wording

Cash generated from operating activities totaled $331.2 million and $754.2 million in the first half of fiscal 2026 and 2025, respectively. The decrease in operating cash flows for the first half of fiscal 2026 compared to the first half of fiscal 2025 was primarily driven by lower operating profits, the accelerated receipt of our outstanding receivables initiated in the second quarter of fiscal 2025, higher inventory balances, and the timing of payments of accounts payable. The higher inventory balances were largely due to inflationary input costs in addition to rebuilding some inventory due to previous supply chain constraints.

Current wording

Cash generated from operating activities totaled $895.6 million and $1.35 billion in the first three quarters of fiscal 2026 and 2025, respectively. The decrease in operating cash flows for the first three quarters of fiscal 2026 compared to the first three quarters of fiscal 2025 was primarily driven by lower operating profits and the accelerated receipt of our outstanding receivables initiated in the second quarter of fiscal 2025.

Previous wording

Cash generated from investing activities totaled $467.2 million in the first half of fiscal 2026 compared to cash used in investing activities of $366.0 million in the first half of fiscal 2025. Investing activities in the first half of fiscal 2026 consisted primarily of proceeds totaling $648.9 million from the sale of ourChef Boyardee® and frozen fish businesses, which were partially offset by capital expenditures totaling $218.6 million. Investing activities in the first half of fiscal 2025 consisted primarily of capital expenditures totaling $215.4 million and the purchases of an existing contract 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 ATFL.

Current wording

Cash generated from investing activities totaled $371.1 million in the first three quarters of fiscal 2026 compared to cash used in investing activities of $457.2 million in the first three quarters of fiscal 2025. Investing activities in the first three quarters of fiscal 2026 consisted primarily of proceeds totaling $648.9 million from the sale of ourChef Boyardee® and frozen fish businesses, which were partially offset by capital expenditures totaling $314.2 million. 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 contract 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 ATFL.

Previous wording

Cash used in financing activities totaled $819.9 million and $425.2 million in the first half of fiscal 2026 and 2025, respectively. Financing activities in the first half of fiscal 2026 principally reflected repayments of long-term debt of $1.02 billion, the issuance of long-term debt totaling $1.0 billion, net short-term borrowing repayments of $416.7 million, cash dividends paid of $334.8 million, and common stock repurchases of $15.3 million. Financing activities in the first half of fiscal 2025 principally reflected repayments of long-term debt of $270.2 million, cash dividends paid of $335.1 million, and common stock repurchases of $64.0 million partially offset by net short-term borrowing issuances of $264.4 million.

Current wording

Cash used in financing activities totaled $1.28 billion and $914.3 million in the first three quarters of fiscal 2026 and 2025, respectively. Financing activities in the first three quarters of fiscal 2026 principally reflected repayments of long-term debt of $1.03 billion, the issuance of long-term debt totaling $1.0 billion, net short-term borrowing repayments of $706.5 million, cash dividends paid of $502.2 million, and common stock repurchases of $15.3 million. 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.

Previous wording

The Company had cash and cash equivalents of $46.6 million at November 23, 2025 and $68.0 million at May 25, 2025, of which $37.0 million at November 23, 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.

Current wording

The Company had cash and cash equivalents of $55.1 million at February 22, 2026 and $68.0 million at May 25, 2025, of which $48.2 million at February 22, 2026 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.