CONAGRA BRANDS INC.
For the period ended May 31, 2026. Filed Jul 15, 2026.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2026 · Filed Jul 15, 2026
CAG$15.24-1.7%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-K
Period ended 2025-05-25; filed 2025-07-10.
0001558370-25-009180
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-K
Period ended 2026-05-31; filed 2026-07-15.
0001104659-26-083905
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 121 previous paragraphs and 127 current paragraphs.
66 unchanged; 44 reworded; 13 added; 9 removed; 2 previous and 4 current paragraphs rearranged.
Tables are not compared: 28 previous and 36 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (13)
Current report
We continue to expect our industry to be impacted by weak consumer sentiment, inflation, commodity cost fluctuations, supply chain pressures, trade and regulatory uncertainty, and other global macroeconomic challenges. In fiscal 2026, these challenges resulted in input cost inflation, labor cost inflation, and higher oil, energy, and fuel costs. Additionally, in fiscal 2026, rapidly changing U.S. tariffs and reciprocal tariffs caused increased uncertainty as well as input cost inflation in key materials used in our products, including tin-plate steel used in packaging for our canned products, which we were able to partially offset with productivity initiatives and price increases on impacted products.
Current report
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. While we will continue to seek to offset input cost inflation with productivity initiatives and tariff mitigation efforts, we anticipate that we may need to increase prices on certain products in fiscal 2027 to mitigate margin impacts and would expect corresponding elasticity impacts. Throughout fiscal 2027, continued consumer sensitivity to price increases may negatively impact our volumes while input cost inflation could negatively impact our earnings.
Current report
We expect consumer expectations to continue to evolve and we plan to continue our focus on innovation to meet consumers’ changing preferences. With consumers prioritizing wellness and the increase in affordability and accessibility of weight loss drugs, we see consumers continuing to seek products that enhance their wellness and weight management goals, including portion-controlled, high protein, and high fiber meals and snacks, positioning our portfolio of products well for fiscal 2027.
Current report
Fiscal 2026 results compared to fiscal 2025 reflected lower net sales, inclusive of a 53 rd week in fiscal 2026. On an organic basis, which excludes the impacts of foreign exchange, acquisitions, divestitures, and the 53 rd week, increased net sales in our Foodservice segment were more than offset by declines in our Grocery & Snacks, Refrigerated & Frozen, and International segments. Gross profit decreased primarily due to lower net sales, input cost inflation, and unfavorable operating leverage, partially offset by productivity and the 53 rd week.
Current report
Segment operating profit decreased across all segments. Selling, general and administrative (“SG&A”) expenses decreased due to items impacting comparability, partially offset by higher incentive compensation expense in fiscal 2026. Compared to fiscal 2025, we recognized lower equity method investment earnings, lower interest expense, and higher income tax expense. Excluding items impacting comparability, our effective tax rate increased from fiscal 2025.
Current report
Diluted loss per share was $4.00 in fiscal 2026 compared to diluted earnings per share of $2.40 in fiscal 2025, reflecting lower net income in fiscal 2026.
Current report
Net sales for fiscal 2026 in our Grocery & Snacks segment included a decrease in organic volumes of 2.4% and an increase in price/mix of 2.3% when compared to fiscal 2025, primarily due to inflation-driven pricing and corresponding elasticity impacts. The inclusion of an additional week of results in fiscal 2026 accounted for 1.8% of an increase in net sales when compared to fiscal 2025. Fiscal 2026 and 2025 included $7.0 million and $385.9 million, respectively, of net sales related to our* Chef Boyardee*® business, which was sold in the first quarter of fiscal 2026. Fiscal 2026 also 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 report
1 Segment operating profit is defined as operating profit excluding the effect of items impacting comparability. See Note 20,“Business Segments and Related Information”, to the Consolidated Financial Statements contained in this report for further discussion.
Current report
Earnings (Loss) Per Share
Current report
During the second quarter of fiscal 2026, we repaid the entire $1.0 billion aggregate principal amount of 4.60% senior unsecured notes on the maturity date of November 1, 2025, using remaining proceeds from the Senior Unsecured Notes, cash on hand, and the issuance of commercial paper.
Current report
In September 2025, the FASB issued ASU 2025-06,Intangibles – Goodwill and Other – Internal-Use Software, to modernize the outdated guidance for accounting for software costs by aligning the accounting with how software is developed today. The effective date for the standard is for fiscal years beginning after December 15, 2027 and interim periods within those fiscal years. Early adoption is permitted. The amendments in this ASU should be applied either prospectively, retrospectively, or utilizing a modified transition approach. We are in the process of analyzing the impact of the ASU on our consolidated financial statements and related disclosures.
Current report
In November 2025, the FASB issued ASU 2025-09,Derivatives and Hedging (Topic 815), to more closely align financial reporting with the economics of an entity’s risk management activities. The effective date for this standard is for fiscal years beginning after December 15, 2026 and interim periods within those fiscal years. Early adoption is permitted. The amendments in this ASU should be applied prospectively with an option to adopt the amendments for hedging relationships existing as of the date of adoption. We are in the process of analyzing the impact of the ASU on our consolidated financial statements and related disclosures.
Current report
In May 2026, the FASB issued ASU 2026-02,Environmental Credits and Environmental Credit Obligations (Topic 818), to improve the financial accounting for and disclosure of environmental credits and environmental credit obligations. The effective date for this standard is for fiscal years beginning after December 15, 2027, and interim periods within those fiscal years. Early adoption is permitted. We are in the process of analyzing the impact of the ASU on our consolidated financial statements and related disclosures.
Removed paragraphs (9)
Previous report
Fiscal 2025 performance compared to fiscal 2024 reflected a decrease in net sales, with organic (excludes the impacts of foreign exchange, acquisitions, and divestitures) decreases in our Grocery & Snacks, Refrigerated & Frozen, and Foodservice segments, partially offset by an increase in our International segment. Overall gross profit decreased primarily as a result of lower net sales, input cost inflation, and unfavorable operating leverage, partially offset by productivity. Excluding items impacting comparability, 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 fiscal 2024. Excluding items impacting comparability, our effective tax rate was lower compared to fiscal 2024.
Previous report
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. Although rapidly changing trade policies and announcements of potential tariff increases caused increased uncertainty in the second half of fiscal 2025, we saw little impact to our results in fiscal 2025 due to delayed implementation or effect of the announced tariffs. Throughout fiscal 2025, we experienced an elevated 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.
Previous report
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 increasing or fluctuating tariffs. We expect inflation and tariffs to negatively impact ourcosts of goods sold in fiscal 2026. We expect consumer trends to continue to evolve and our volumes to improve over time; however, in the near-term, we expect economic pressures on consumers, including the challenges of high inflation and the impact of increased or fluctuating tariffs, and related price increases, to continue to negatively impact our volumes throughout fiscal 2026. We also expect foreign exchange rates to continue to negatively impact our earnings through fiscal 2026. 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.
Previous report
Net sales for fiscal 2025 in our Grocery & Snacks segment included a decrease in organic volumes and price/mix of 1.1% and 0.9%, respectively, when compared to fiscal 2024. Price/mix was impacted by an increase in strategic trade investments. The acquisitions of Sweetwood Smoke & Co. in August 2024 and an existing contract manufacturer of our cooking spray products in July 2024 contributed $38.0 million to our Grocery & Snacks segment net sales during fiscal 2025.
Previous report
Segment operating profit in our International segment for fiscal 2025 reflected a decrease in gross profits of $29.9 million compared to fiscal 2024. The decrease was driven by a reduction in profit associated with the sale of our ownership stake in ATFL, the impacts of input cost inflation, and unfavorable foreign exchange rates, partially offset by productivity. The decrease in gross profits was partially offset by lower SG&A expenses, including a decrease of $5.1 million in advertising and promotion expenses due primarily to the sale of our ownership stake in ATFL.
Previous report
Earnings Per Share
Previous report
During the fourth quarter of fiscal 2024, we entered into an unsecured Term Loan with a financial institution and borrowed the full principal amount, $300.0 million, available thereunder (the “2024 Term Loan”). During the fourth quarter of fiscal 2025, we entered into a letter agreement extending the maturity date of the 2024 Term Loan to October 29, 2025. On June 4, 2025, subsequent to our fiscal year end, we repaid $150.0 million of the $300.0 million aggregate principal amount outstanding under the 2024 Term Loan with a portion of the proceeds received in connection with the sale of ourChef Boyardee® business.
Previous report
During the second quarter of fiscal 2025, we repaid the remaining $250.0 million aggregate principal amount outstanding under our unsecured Term Loan Agreement, dated August 26, 2023 (the “2023 Term Loan”). The repayment was primarily funded by operating cash flows.
Previous report
In December 2023, the FASB issued ASU 2023-09,Improvements to Income Tax Disclosures, to provide more detailed income tax disclosure requirements. The guidance requires entities to disclose disaggregated information about their effective tax rate reconciliation as well as information on income taxes paid. The disclosure requirements will be applied on a prospective basis, with the option to apply it retrospectively. The effective date for the standard is for fiscal years beginning after December 15, 2024. Early adoption is permitted. We are in the process of analyzing the impact of the ASU on our related disclosures. We will adopt this guidance in the fourth quarter of fiscal 2026, when it becomes effective.
Reworded paragraphs (44)
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, 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.
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, oil, energy and fuel costs, reduced consumer confidence and spending, increased tariffs and taxes, actual or threatened hostilities or war and/or other geopolitical conflicts, declining benefits or changing eligibility requirements under government food assistance programs for consumers, rising unemployment, recessions, supply chain challenges, labor cost increases or shortages, interest rate and 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, pandemics, epidemics, and disease, in humans, plants, and animals; 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; 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 regulations or interpretations designed 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…
Excerpt shortened here; the source contains the full paragraph.
Previous wording
our ability to protect our intellectual property rights; risks relating to acquisition, divestiture, joint venture or investment activities; the amount and timing of future dividends, which remain subject to Board approval and depend on market and other conditions; the amount and timing of future stock repurchases; and other risks described in our reports filed from time to time with the U.S. Securities and Exchange Commission (the “SEC”). We caution readers not to place undue reliance on any forward-looking statements included in this report, which speak only as of the date of this report. We undertake no responsibility to update these statements, except as required by law.
Current wording
divestiture, joint venture or investment activities; the amount and timing of future dividends, which remain subject to Board approval and depend on market and other conditions; the amount and timing of future stock repurchases; and other risks described in our reports filed from time to time with the U.S. Securities and Exchange Commission (the “SEC”). We caution readers not to place undue reliance on any forward-looking statements included in this report, which speak only as of the date of this report. We undertake no responsibility to update these statements, except as required by law.
Previous wording
Diluted earnings per share were $2.40 and $0.72 in fiscal 2025 and 2024, respectively. The increase in diluted earnings per share reflected higher net income. See*“Items Impacting Comparability”* below as several significant items affected the comparability of year-over-year results.
Current wording
See*“Items Impacting Comparability”* below for a discussion of significant items affecting the comparability of year-over-year results.
Previous wording
Net sales for fiscal 2025 in our Refrigerated & Frozen segment included a decrease in price/mix of 3.5% compared to fiscal 2024, primarily attributable to an increase in strategic trade investments. Volume decreased by 0.7% compared to fiscal 2024. During 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 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 fiscal 2026 in our Refrigerated & Frozen segment included a decrease in organic price/mix of 1.0% and an increase in organic volume of 0.3% compared to fiscal 2025. The inclusion of an additional week of results in fiscal 2026 accounted for 1.8% of an increase in net sales when compared to fiscal 2025. Fiscal 2026 and 2025 included $4.9 million and $76.8 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 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 fiscal 2025 in our International segment reflected a 5.7% decrease due to unfavorable foreign exchange rates, a 3.9% increase in organic price/mix, and a 3.4% decrease in organic volume, in each case compared to fiscal 2024. The unfavorable foreign exchange rates were primarily due to the devaluation of the Mexican Peso relative to the US dollar. Fiscal 2025 and 2024 included $23.6 million and $93.2 million, respectively, of net sales related to our ownership stake in Agro Tech Foods Limited (“ATFL”), which was sold in the first quarter of fiscal 2025.
Current wording
Net sales for fiscal 2026 in our International segment reflected a 4.2% decrease in organic volume, a 3.2% increase due to favorable foreign exchange rates, and a 1.7% increase in organic price/mix, in each case compared to fiscal 2025. The favorable foreign exchange rates were primarily due to the strength of the US dollar relative to the Mexican Peso in comparison to the prior year. The inclusion of an additional week of results in fiscal 2026 accounted for 1.9% of an increase in net sales when compared to fiscal 2025. Fiscal 2026 and 2025 included $1.1 million and $43.1 million, respectively, of net sales related to ourChef Boyardee® business. In addition, 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.
Previous wording
Net sales for fiscal 2025 in our Foodservice segment included a decrease in organic volume of 8.1% compared to fiscal 2024, driven by the ongoing softness in restaurant traffic and the impact of lost business from the prior year. Organic price/mix increased by 3.3% compared to fiscal 2024, reflecting inflation-driven pricing. Additionally, we estimate that net sales in our Foodservice segment during fiscal 2025 were impacted by approximately $3 million due to the temporary manufacturing disruptions in ourHebrew National®business.
Current wording
Net sales for fiscal 2026 in our Foodservice segment included an increase in organic price/mix of 3.6% compared to fiscal 2025, primarily due to inflation justified pricing actions. Organic volume decreased by 2.2% compared to fiscal 2025, reflecting soft but generally stable trends in commercial traffic. The inclusion of an additional week of results in fiscal 2026 accounted for 2.0% of an increase in net sales when compared to fiscal 2025. Fiscal 2025 included $16.2 million of net sales related to ourChef Boyardee® and frozen fish businesses. Additionally, we estimate that net sales in our Foodservice segment during fiscal 2025 were impacted by approximately $3 million due to the temporary manufacturing disruptions in ourHebrew National®business.
Previous wording
SG&A expenses totaled $1.54 billion for fiscal 2025, an increase of $49.8 million compared to fiscal 2024. SG&A expenses for fiscal 2025 reflected the following:
Current wording
SG&A expenses totaled $1.44 billion for fiscal 2026, a decrease of $97.9 million compared to fiscal 2025. SG&A expenses for fiscal 2026 reflected the following:
Previous wording
inflation, and unfavorable operating leverage, partially offset by productivity. In addition, we recognized a benefit of $11.3 million and $14.4 million in fiscal 2025 and 2024, respectively, related to insurance proceeds for lost sales from our fiscal 2023 brand recall onArmour Star®. The decrease in gross profits was partially offset by lower SG&A expenses compared to fiscal 2024.
Current wording
Segment operating profit in our Grocery & Snacks segment for fiscal 2026 reflected a decrease in gross profit of $125.6 million compared to fiscal 2025. The decrease in gross profit 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 the inclusion of the 53 rd week of our current fiscal year and productivity. In addition, we recognized a benefit of $11.3 million in fiscal 2025 related to insurance proceeds for lost sales from our fiscal 2023 brand recall onArmour Star®. Segment operating profit was also impacted by higher SG&A expenses compared to fiscal 2025.
Previous wording
Segment operating profit in our Refrigerated & Frozen segment for fiscal 2025 reflected a decrease in gross profits of $211.3 million compared to fiscal 2024. The decrease was driven by the net sales decline discussed above, impacts of input cost inflation, and unfavorable operating leverage, partially offset by productivity. In 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. In addition, we estimate that gross profits during 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 lower SG&A expenses compared to fiscal 2024, which included a decrease of $20.9 million in advertising and promotion expenses.
Current wording
Segment operating profit in our Refrigerated & Frozen segment for fiscal 2026 reflected a decrease in gross profit of $133.6 million compared to fiscal 2025. The decrease was driven by the impacts of lower organic net sales, input cost inflation, unfavorable operating leverage, and a reduction in profit associated with the sale of our frozen fish business, partially offset by the inclusion of the 53 rd week of our current fiscal year and productivity. In addition, we estimate that gross profits during 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. Segment operating profit was also impacted by higher SG&A expenses compared to fiscal 2025, which included an increase of $15.5 million in advertising and promotion expenses.
Previous wording
Segment operating profit in our Grocery & Snacks segment for fiscal 2025 reflected a decrease in gross profits of $86.6 million compared to fiscal 2024. The decrease in gross profit was driven by the decrease in net sales discussed above, the impacts of input cost
Current wording
Segment operating profit in our International segment for fiscal 2026 reflected a decrease in gross profit of $11.5 million compared to fiscal 2025. The decrease was driven by the organic net sales decline discussed above, the impacts of input cost inflation, unfavorable operating leverage, and a reduction in profit associated with the sale of our ownership stake in ATFL, partially offset by the inclusion of the 53 rd week of our current fiscal year, productivity, and favorable foreign exchange rates.
Previous wording
Segment operating profit in our Foodservice segment for fiscal 2025 reflected a decrease in gross profits of $19.1 million compared to 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.
Current wording
Segment operating profit in our Foodservice segment for fiscal 2026 reflected a decrease in gross profit of $11.5 million compared to 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 the increase in organic net sales discussed above, the inclusion of the 53 rd week of our current fiscal year, and productivity. Segment operating profit was also impacted by higher SG&A expenses compared to fiscal 2025.
Previous wording
In fiscal 2025, pension and postretirement non-service income was $25.9 million, an increase of $15.6 million compared to fiscal 2024. Fiscal 2025 reflected lower interest costs and a non-cash settlement gain of $13.0 million associated with a partial transfer of our U.S. defined benefit pension plan obligation to a third-party insurance provider through the purchase of an annuity contract. Fiscal 2024 included a benefit of $11.5 million related primarily to our annual remeasurement of an hourly pension plan liability.
Current wording
In fiscal 2026, pension and postretirement non-service income was $45.9 million, an increase of $20.0 million compared to fiscal 2025. 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. Fiscal 2025 included a non-cash settlement gain of $13.0 million associated with the partial transfer. In addition, fiscal 2026 included a net benefit of $22.5 million primarily related to our year-end remeasurement of certain hourly pension plan liabilities.
Previous wording
In fiscal 2025, net interest expense was $416.7 million, a decrease of $13.8 million, or 3.2%, from fiscal 2024. The decrease was driven by an overall reduction of our debt balances. See Note 4,“Long-Term Debt”, to the Consolidated Financial Statements contained in this report for further discussion.
Current wording
In fiscal 2026, net interest expense was $382.6 million, a decrease of $34.1 million, or 8.2%, from fiscal 2025. The decrease was driven by an overall reduction of our debt balances. See Note 4,“Long-Term Debt”, to the Consolidated Financial Statements contained in this report for further discussion.
Previous wording
We include our share of the earnings of certain affiliates based on our economic ownership interest in the affiliates. Our most significant affiliate is the Ardent Mills joint venture. Our share of earnings from our equity method investment earnings were $182.4 million and $177.6 million for fiscal 2025 and 2024, respectively. Ardent Mills earnings for fiscal 2025 reflected improved commodity revenue, partially offset by continued lower volume trends as seen throughout the industry. Results for fiscal 2025 included charges of $7.2 million related to Ardent Mills restructuring activities.
Current wording
We include our share of the earnings of certain affiliates based on our economic ownership interest in the affiliates. Our most significant affiliate is the Ardent Mills joint venture. Our share of earnings from our equity method investment earnings were $140.7 million and $182.4 million for fiscal 2026 and 2025, respectively. Ardent Mills earnings for fiscal 2026 reflected lower commodity trading revenue. Results for fiscal 2026 and 2025 included net charges of $9.6 million and $7.2 million, respectively, primarily related to Ardent Mills restructuring activities.
Previous wording
Our income tax expense was $3.7 million and $262.5 million in fiscal 2025 and 2024, respectively. The decrease in our income tax expense was principally related to a release of a valuation allowance from a federal audit settlement that gave rise to a $225.8 million tax benefit in fiscal 2025. The effective tax rate (calculated as the ratio of income tax expense to pre-tax income, inclusive of equity method investment earnings) was approximately 0.3% and 43.0% for fiscal 2025 and 2024, respectively. See Note 14,“Pre-Tax Income and Income Taxes”, to the Consolidated Financial Statements contained in this report for a further discussion on the change in effective tax rates.
Current wording
Our income tax expense was $91.8 million and $3.7 million in fiscal 2026 and 2025, 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 (5.0)% and 0.3% for fiscal 2026 and 2025, respectively. See Note 14,“Pre-Tax Income and Income Taxes”, to the Consolidated Financial Statements contained in this report for a further discussion on the change in effective tax rates.
Previous wording
We expect our effective tax rate in fiscal 2026, exclusive of any unusual transactions or tax events, to be approximately 23%.
Current wording
We expect our effective tax rate in fiscal 2027, exclusive of any unusual transactions or tax events, to be approximately 24%.
Previous wording
Diluted earnings per share in fiscal 2025 and 2024 were $2.40 and $0.72, respectively. The increase in diluted earnings per share reflected higher net income. See*“Items Impacting Comparability”* above as several significant items affected the comparability of year-over-year results of operations.
Current wording
Diluted loss per share in fiscal 2026 was $4.00 and diluted earnings per share in fiscal 2025 were $2.40. The decrease in diluted earnings per share reflected lower net income. See*“Items Impacting Comparability”* above as several significant items affected the comparability of year-over-year results of operations.
Previous wording
At May 25, 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 May 25, 2025, there were no outstanding borrowings under the Revolving Credit Facility. On June 27, 2025, subsequent to our fiscal year end, we terminated and replaced our existing revolving credit facility by entering into an amendment which extends the maturity date to June 27, 2030.
Current wording
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 May 31, 2026, there were no outstanding borrowings under the Revolving Credit Facility.
Previous wording
We had $259.0 million outstanding under our commercial paper program as of May 25, 2025 and $586.0 million outstanding as of May 26, 2024. The highest level of borrowings during fiscal 2025 was $1.0 billion.
Current wording
We had no outstanding borrowings under our commercial paper program as of May 31, 2026 and $259.0 million outstanding as of May 25, 2025. The highest level of borrowings during fiscal 2026 was $642.0 million.
Previous wording
During the fourth quarter of fiscal 2025, we entered into an unsecured Term Loan with a financial institution and borrowed the full principal amount, $200.0 million, available thereunder (the “2025 Term Loan”). The net proceeds were used to repay outstanding borrowings under our commercial paper program. On June 4, 2025, subsequent to our fiscal year end, we repaid $100.0 million of the $200.0 million aggregate principal amount outstanding under the 2025 Term Loan with a portion of the proceeds received in connection with the sale of ourChef Boyardee® business. The 2025 Term Loan matures on October 29, 2025.
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 Unsecured Notes”). The net 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.
Previous wording
See Note 4,“Long-Term Debt”and Note 5, “Credit Facilities and Borrowings”, to the Consolidated Financial Statements contained in this report for additional information on our debt transactions. The weighted-average coupon interest rate of the long-term debt obligations outstanding as of May 25, 2025, was approximately 4.9%.
Current wording
See Note 4,“Long-Term Debt”and Note 5, “Credit Facilities and Borrowings”, to the Consolidated Financial Statements contained in this report for additional information on our debt transactions. The weighted-average coupon interest rate of the long-term debt obligations outstanding as of May 31, 2026, was approximately 5.0%.
Previous wording
billion aggregate principal amount of 4.6% senior notes maturing in November 2025 that we expect to pay and/or refinance using available sources which may include the investment grade note market, bank loans, commercial paper, and cash on hand. We continuously evaluate opportunities to refinance our debt; however, any refinancing is subject to market conditions and other factors, including financing options that may be available to us from time to time, and there can be no assurance that we will be able to successfully refinance any debt on commercially acceptable terms at all.
Current wording
We expect to maintain or have access to sufficient liquidity to retire or refinance long-term debt at maturity or otherwise, from operating cash flows, our commercial paper program, access to the capital markets, and our Revolving Credit Facility. We have $500.0 million aggregate principal amount of 5.3% senior unsecured notes and $262.5 million aggregate principal amount of 7.125% senior unsecured notes maturing in October 2026 that we expect to pay and/or refinance using available sources which may include the investment grade note market, bank loans, commercial paper, and cash on hand. We continuously evaluate opportunities to refinance our debt; however, any refinancing is subject to market conditions and other factors, including financing options that may be available to us from time to time, and there can be no assurance that we will be able to successfully refinance any debt on commercially acceptable terms at all.
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 fiscal 2025, we repurchased 2.1 million shares of our common stock under this authorization for an aggregate of $64.0 million. The Company’s total remaining share repurchase authorization as of May 25, 2025 was $852.6 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 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 May 31, 2026 was $837.6 million.
Previous wording
On April 2, 2025, we announced that our Board had authorized a quarterly dividend payment of $0.35 per share, which was paid on May 29, 2025, to stockholders of record as of the close of business on April 28, 2025. Subsequent to our fiscal year end, on July 9, 2025, we announced that our Board had authorized a quarterly dividend of $0.35 per share to be paid on August 28, 2025 to stockholders of record as of the close of business on July 30, 2025.
Current wording
On March 31, 2026, we announced that our Board had authorized a quarterly dividend payment of $0.35 per share, which was paid on June 3, 2026, to stockholders of record as of the close of business on April 30, 2026. Subsequent to our fiscal year end, on July 15, 2026, we announced that our Board had authorized a quarterly dividend of $0.175 per share to be paid on September 2, 2026 to stockholders of record as of the close of business on July 30, 2026.
Previous wording
The liability for gross unrecognized tax benefits related to uncertain tax positions was $11.0 million as of May 25, 2025. See Note 14,“Pre-Tax Income and Income Taxes”, to the Consolidated Financial Statements contained in this report for information related to income taxes.
Current wording
The liability for gross unrecognized tax benefits related to uncertain tax positions was $20.3 million as of May 31, 2026. See Note 14,“Pre-Tax Income and Income Taxes”, to the Consolidated Financial Statements contained in this report for information related to income taxes.
Previous wording
As of May 25, 2025, we had an aggregate funded pension asset of $253.0 million and an aggregate unfunded postretirement benefit obligation totaling $48.3 million. We expect to make payments totaling approximately $11.0 million and $6.6 million in fiscal 2026 to fund our pension and postretirement plans, respectively. See Note 18,“Pension and Postretirement Benefits”, to the Consolidated Financial Statements and*“Critical Accounting Estimates – Employee-Related Benefits”* contained in this report for further discussion of our pension obligation and factors that could affect estimates of these obligations.
Current wording
As of May 31, 2026, we had an aggregate funded pension asset of $276.7 million and an aggregate unfunded postretirement benefit obligation totaling $44.3 million. We expect to make payments totaling approximately $10.3 million and $6.1 million in fiscal 2027 to fund our pension and postretirement plans, respectively. See Note 18,“Pension and Postretirement Benefits”, to the Consolidated Financial Statements and*“Critical Accounting Estimates – Employee-Related Benefits”* contained in this report for further discussion of our pension obligation and factors that could affect estimates of these obligations.
Previous wording
As of May 25, 2025, our unconditional purchase obligations (i.e., obligations to transfer funds in the future for fixed or minimum quantities of goods or services at fixed or minimum prices, such as “take-or-pay” contracts) totaled approximately $2.89 billion. Approximately $1.73 billion of this balance is due in fiscal 2026. Included in this amount are open purchase orders and other supply agreements totaling approximately $1.37 billion, which are generally settleable in the ordinary course of business in less than one year. Warehousing service agreements totaling approximately $916 million make up a majority of our remaining unconditional purchase obligations with various terms of up to 10 years.
Current wording
As of May 31, 2026, our unconditional purchase obligations (i.e., obligations to transfer funds in the future for fixed or minimum quantities of goods or services at fixed or minimum prices, such as “take-or-pay” contracts) totaled approximately $2.72 billion. Approximately $1.63 billion of this balance is due in fiscal 2027. Included in this amount are open purchase orders and other supply agreements totaling approximately $1.26 billion, which are generally settleable in the ordinary course of business in less than one year. Warehousing service agreements totaling approximately $826 million make up a majority of our remaining unconditional purchase obligations with various terms of up to 10 years.
Previous wording
We continue to make investments in our business and operating facilities. Our preliminary estimate of capital expenditures for fiscal 2026 is approximately $450 million.
Current wording
We continue to make investments in our business and operating facilities. Our preliminary estimate of capital expenditures for fiscal 2027 is approximately $550 million.
Previous wording
In fiscal 2025, we used $11.0 million of cash, which was the net result of $1.69 billion generated from operating activities, $542.2 million used in investing activities, $1.16 billion used in financing activities, and a decrease of $2.4 million due to the effects of changes in foreign currency exchange rates.
Current wording
In fiscal 2026, we generated $150.0 million of cash, which was the net result of $1.40 billion generated from operating activities, $262.6 million generated from investing activities, $1.52 billion used in financing activities, and an increase of $1.4 million due to the effects of changes in foreign currency exchange rates.
Previous wording
Cash generated from operating activities totaled $1.69 billion in fiscal 2025, as compared to $2.02 billion generated in fiscal 2024. The decrease in operating cash flows for fiscal 2025 compared to fiscal 2024 was primarily driven by lower operating profits, lower dividend payments received from one of our equity method investments, and higher inventory balances. These decreases were partially offset by the accelerated receipt of our outstanding receivables in exchange for a slightly higher prompt pay discount, which increased our cash flow from operations by approximately $140 million. Operating cash flows in fiscal 2025 also benefited from lower tax payments as a result of lower taxable income and recent interactions with the U.S. Internal Revenue Service (“IRS”) allowing for additional tax deductions.
Current wording
Cash generated from operating activities totaled $1.40 billion in fiscal 2026, as compared to $1.69 billion generated in fiscal 2025. The decrease in operating cash flows for fiscal 2026 compared to 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, partially offset by favorable inventory management.
Previous wording
Cash used in investing activities totaled $542.2 million in fiscal 2025 compared to $375.0 million in fiscal 2024. Investing activities in fiscal 2025 consisted primarily of capital expenditures totaling $389.3 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. Investing activities in fiscal 2024 consisted primarily of capital expenditures totaling $388.1 million.
Current wording
Cash generated in investing activities totaled $262.6 million in fiscal 2026 compared to $542.2 million cash used in fiscal 2025. Investing activities in 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 $423.4 million. Investing activities in fiscal 2025 consisted primarily of capital expenditures totaling $389.3 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 $1.16 billion in fiscal 2025 compared to $1.66 billion in fiscal 2024. Financing activities in fiscal 2025 principally reflected repayments of long-term debt of $281.3 million, net short-term borrowing repayments of $125.6 million, cash dividends paid of $669.2 million, and common stock repurchases of $64.0 million. Financing activities in fiscal 2024 principally reflected repayments of long-term debt of $1.77 billion, the issuance of long-term debt totaling $500.0 million, net short-term borrowing issuances of $290.6 million, and cash dividends paid of $659.3 million.
Current wording
Cash used in financing activities totaled $1.52 billion in fiscal 2026 compared to $1.16 billion in fiscal 2025. Financing activities in 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 $770.5 million, cash dividends paid of $669.7 million, and common stock repurchases
Previous wording
The Company had cash and cash equivalents of $68.0 million at May 25, 2025 and $77.7 million at May 26, 2024, of which $61.6 million at May 25, 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 $218.0 million at May 31, 2026 and $68.0 million at May 25, 2025, of which $73.7 million at May 31, 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.
Previous wording
We have recognized trade promotion and advertising liabilities of $131.5 million as of May 25, 2025. Changes in the assumptions used in estimating the cost of any individual customer marketing program would not result in a material change in our results of operations or cash flows.
Current wording
We have recognized trade promotion and advertising liabilities of $116.0 million as of May 31, 2026. Changes in the assumptions used in estimating the cost of any individual customer marketing program would not result in a material change in our results of operations or cash flows.
Previous wording
We have recognized a pension liability of $89.8 million and $95.9 million as of the end of fiscal 2025 and 2024, respectively. We also have recognized a pension asset of $342.8 million and $260.1 million as of the end of fiscal 2025 and 2024, respectively, as certain individual plans of the Company had a positive funded status.
Current wording
We have recognized a pension liability of $82.8 million and $89.8 million as of the end of fiscal 2026 and 2025, respectively. We also have recognized a pension asset of $359.5 million and $342.8 million as of the end of fiscal 2026 and 2025, respectively, as certain individual plans of the Company had a positive funded status.
Previous wording
We recognized a pension benefit from Company plans of $19.6 million, $0.6 million, and $13.9 million in fiscal 2025, 2024, and 2023, respectively. Such amounts reflect the year-end write-off of actuarial losses (gains) in excess of 10% of our pension liability of $(3.5) million, $(12.5) million, and $0.1 million in fiscal 2025, 2024, and 2023, respectively. This also reflected expected returns on plan assets of $146.3 million, $141.3 million, and $145.9 million in fiscal 2025, 2024, and 2023, respectively. We contributed $11.9 million, $12.2 million, and $12.5 million to our pension plans in fiscal 2025, 2024, and 2023, respectively. We anticipate contributing approximately $11.0 million to our pension plans in fiscal 2026.
Current wording
We recognized a pension benefit from Company plans of $37.4 million, $19.6 million, and $0.6 million in fiscal 2026, 2025, and 2024, respectively. Such amounts reflect the year-end write-off of actuarial losses (gains) in excess of 10% of our pension liability of $(25.2) million, $(3.5) million, and $(12.5) million in fiscal 2026, 2025, and 2024, respectively. This also reflected expected returns on plan assets of $109.6 million, $146.3 million, and $141.3 million in fiscal 2026, 2025, and 2024, respectively. We contributed $11.4 million, $11.9 million, and $12.2 million to our pension plans in fiscal 2026, 2025, and 2024, respectively. We anticipate contributing approximately $10.3 million to our pension plans in fiscal 2027.
Previous wording
Based on this information, the weighted-average discount rate selected by us for determination of the interest cost component of our pension expense was 5.51% for fiscal 2025, 5.41% for fiscal 2024, and 4.09% for fiscal 2023. The weighted-average discount rate selected by us for determination of the service cost component of our pension expense was 5.72% for fiscal 2025, 5.60% for fiscal 2024, and 4.74% for fiscal 2023. We selected a weighted-average discount rate of 6.17% and 5.41% for determination of service and interest expense, respectively, for fiscal 2026. A 50-basis point increase in our discount rate assumption as of the end of fiscal 2025 would increase our annual pension expense for our pension plans by $3.2 million. A 50-basis point decrease in our discount rate assumption as of the end of fiscal 2025 would decrease our annual pension expense for our pension plans by $3.6 million. For our year-end pension obligation determination, we selected discount rates of 5.91% and 5.58% for fiscal years 2025 and 2024, respectively.
Current wording
Based on this information, the weighted-average discount rate selected by us for determination of the interest cost component of our pension expense was 5.41% for fiscal 2026, 5.51% for fiscal 2025, and 5.41% for fiscal 2024. The weighted-average discount rate selected by us for determination of the service cost component of our pension expense was 6.17% for fiscal 2026, 5.72% for fiscal 2025, and 5.60% for fiscal 2024. We selected a weighted-average discount rate of 5.93% and 5.20% for determination of service and interest expense, respectively, for fiscal 2027. A 50-basis point increase in our discount rate assumption as of the end of fiscal 2026 would increase our annual pension expense for our pension plans by $3.3 million. A 50-basis point decrease in our discount rate assumption as of the end of fiscal 2026 would decrease our annual pension expense for our pension plans by $3.7 million. For our year-end pension obligation determination, we selected discount rates of 5.65% and 5.91% for fiscal years 2026 and 2025, respectively.
Previous wording
Another significant assumption used to account for our pension plans is the expected long-term rate of return on plan assets. In developing the assumed long-term rate of return on plan assets for determining pension expense, we consider long-term historical returns (arithmetic average) of the plan’s investments, the asset allocation among types of investments, estimated long-term returns by investment type from external sources, and the current economic environment. Based on this information, we selected a weighted-average expected long-term rate of return on plan assets of 5.53% and 5.89% for determining our fiscal 2025 and 2026 pension expense, respectively. A 50-basis point increase/decrease in our expected long-term rate of return assumption as of the beginning of fiscal 2026 would decrease/increase annual pension expense for our pension plans by $9.4 million.
Current wording
Another significant assumption used to account for our pension plans is the expected long-term rate of return on plan assets. In developing the assumed long-term rate of return on plan assets for determining pension expense, we consider long-term historical returns (arithmetic average) of the plan’s investments, the asset allocation among types of investments, estimated long-term returns by investment type from external sources, and the current economic environment. Based on this information, we selected a weighted-average expected long-term rate of return on plan assets of 5.89% and 5.71% for determining our fiscal 2026 and 2027 pension expense, respectively. A 50-basis point increase/decrease in our expected long-term rate of return assumption as of the beginning of fiscal 2027 would decrease/increase annual pension expense for our pension plans by $9.3 million.
Previous wording
Business Combinations, Impairment of Long-Lived Assets (including property, plant and equipment), Identifiable Intangible Assets, and Goodwill—We use the acquisition method in accounting for acquired businesses. Under the acquisition method, our financial statements reflect the operations of an acquired business starting from the closing of the acquisition. The assets acquired and liabilities assumed are recorded at their respective estimated fair values at the date of the acquisition. Any excess of the purchase price over the estimated fair values of the identifiable net assets acquired is recorded as goodwill. Significant judgment is often required in estimating the fair value of assets acquired, particularly intangible assets. As a result, in the case of significant acquisitions we normally obtain the assistance of a third-party valuation specialist in estimating fair values of tangible and intangible assets. The fair value estimates are based on available historical information and on expectations and assumptions about the future, considering the perspective of marketplace participants. While management believes those expectations and assumptions are reasonable, they are inherently uncertain. Unanticipated market or macroeconomic events and circumstances may occur, which could affect the accuracy or validity of the estimates and assumptions.
Current wording
Business Combinations, Impairment of Long-Lived Assets (including property, plant and equipment), Identifiable Intangible Assets, and Goodwill—We use the acquisition method in accounting for acquired businesses. Under the acquisition method, our financial statements reflect the operations of an acquired business starting from the closing of the acquisition. The assets acquired and liabilities assumed are recorded at their respective estimated fair values at the date of the acquisition. Any excess of the purchase price over the estimated fair values of the identifiable net assets acquired is recorded as goodwill. Significant judgment is often required in estimating the fair value of assets acquired, particularly intangible assets. As a result, in the case of significant acquisitions we normally obtain the assistance of a third-party valuation specialist in estimating fair values of tangible and intangible assets. The fair value estimates are based on available historical information and on expectations and assumptions about the future, considering the
Previous wording
We reduce the carrying amounts of indefinite-lived intangible assets, and goodwill to their fair values when the fair value of such assets is determined to be less than their carrying amounts (i.e., assets are deemed to be impaired). Fair value is estimated using a “relief from royalty” methodology for our indefinite-lived intangible assets and is typically estimated using a discounted cash flow method for our goodwill, which requires us to estimate the future cash flows anticipated to be generated by the particular reporting unit being tested for impairment as well as to select a discount rate to measure the present value of the anticipated cash flows. In certain circumstances, we also utilize a guideline public company method which is based on market multiples and our estimated EBITDA that considers public companies that are comparable to our reporting units. When determining future cash flow estimates under the guideline public company method or discounted cash flow method, we consider historical results adjusted to reflect current and anticipated operating conditions. Estimating future cash flows requires significant judgment by management in such areas as future economic conditions, industry-specific conditions, product pricing, and necessary capital expenditures. The use of different assumptions or
Current wording
We reduce the carrying amounts of indefinite-lived intangible assets, and goodwill to their fair values when the fair value of such assets is determined to be less than their carrying amounts (i.e., assets are deemed to be impaired). Fair value is estimated using a “relief from royalty” methodology for our indefinite-lived intangible assets and is typically estimated using a discounted cash flow method for our goodwill, which requires us to estimate the future cash flows anticipated to be generated by the particular reporting unit being tested for impairment as well as to select a discount rate to measure the present value of the anticipated cash flows. In certain circumstances, we also utilize a guideline public company method which is based on market multiples and our estimated EBITDA that considers public companies that are comparable to our reporting units. When determining future cash flow estimates under the guideline public company method or discounted cash flow method, we consider historical results adjusted to reflect current and anticipated operating conditions. Estimating future cash flows requires significant judgment by management in such areas as future economic conditions, industry-specific conditions, product pricing, and necessary capital expenditures. The use of different assumptions or estimates for selected EBITDA multiples and future cash flows could produce different impairment amounts (or none at all) for goodwill and indefinite-lived intangible assets. For further information on our indefinite-lived intangible assets and goodwill, see Note 1, “Summary of Significant Accounting Policies”, to the Consolidated Financial Statements contained in this report.
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Rearranged current paragraphs (4)
Current report — wording carried from elsewhere
At May 31, 2026, 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
Current report — wording carried from elsewhere
of $15.3 million. Financing activities in fiscal 2025 principally reflected repayments of long-term debt of $281.3 million, net short-term borrowing repayments of $125.6 million, cash dividends paid of $669.2 million, and common stock repurchases of $64.0 million.
Current report — wording carried from elsewhere
perspective of marketplace participants. While management believes those expectations and assumptions are reasonable, they are inherently uncertain. Unanticipated market or macroeconomic events and circumstances may occur, which could affect the accuracy or validity of the estimates and assumptions.
Current report — wording carried from elsewhere
changes in fair value are not necessarily representative of the actual impairment that would be recorded in the event of a fair value decline.
Rearranged previous paragraphs (2)
Previous report — wording carried elsewhere
We expect to maintain or have access to sufficient liquidity to retire or refinance long-term debt at maturity or otherwise, from operating cash flows, our commercial paper program, access to the capital markets, and our Revolving Credit Facility. We have $1.0
Previous report — wording carried elsewhere
estimates for selected EBITDA multiples and future cash flows could produce different impairment amounts (or none at all) for goodwill and indefinite-lived intangible assets. For further information on our indefinite-lived intangible assets and goodwill, see Note 1, “Summary of Significant Accounting Policies”, to the Consolidated Financial Statements contained in this report.