What changed in this filing

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Item 1. Financial Statements

2026-09-30 compared with 2026-04-01 · 128 added, 400 removed, 425 unchanged (55% of the section changed)

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and Subsidiaries

Condensed Consolidated Statements of Operations

Condensed Consolidated Statements of Earnings

(in millions except per share amounts)

Thirteen Weeks Ended

Thirty-Nine Weeks Ended

February 22, 2026

February 23, 2025

February 22, 2026

February 23, 2025

August 30, 2026

August 24, 2025

Cost of goods sold

Selling, general and administrative expenses

Goodwill impairment charges

Other intangible asset impairment charges

Loss (gain) on divestitures

Gain on divestitures

Operating profit

2 unchanged sentences

Equity method investment earnings

Income (loss) before income taxes

Income tax expense (benefit)

Net income (loss)

Net income attributable to noncontrolling interests

Net income (loss) attributable to Conagra Brands, Inc.

Earnings (loss) per share — basic

Net income (loss) attributable to Conagra Brands, Inc.

common stockholders

Earnings (loss) per share — diluted

Net income (loss) attributable to Conagra Brands, Inc.

common stockholders

Income before income taxes

Income tax expense

Earnings per share — basic

Earnings per share — diluted

See Notes to the Unaudited Condensed Consolidated Financial Statements.

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and Subsidiaries

Condensed Consolidated Statements of Comprehensive Income (Loss)

Condensed Consolidated Statements of Comprehensive Income

(in millions)

Thirteen Weeks Ended

February 22, 2026

February 23, 2025

August 30, 2026

August 24, 2025

Other comprehensive income:

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Pension and postretirement benefit obligations:

Unrealized pension and postretirement benefit obligations

Reclassification for pension and postretirement benefit obligations included in net income

Comprehensive income

Thirty-Nine Weeks Ended

February 22, 2026

February 23, 2025

Net income (loss)

Other comprehensive income (loss):

Derivative adjustments:

Unrealized derivative adjustments

Reclassification for derivative adjustments included in net income (loss)

Currency translation adjustments:

Unrealized currency translation gains (losses)

Reclassification for currency translation losses in connection with the sale of Agro Tech Foods Limited (see Note 3)

Pension and postretirement benefit obligations:

Unrealized pension and postretirement benefit obligations

Reclassification for pension and postretirement benefit obligations included in net income (loss)

Comprehensive income (loss)

Comprehensive income attributable to noncontrolling interests (see Note 3)

Comprehensive income (loss) attributable to Conagra Brands, Inc.

See Notes to the Unaudited Condensed Consolidated Financial Statements.

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(in millions except share data)

February 22, 2026

August 30, 2026

Current assets

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Other accrued liabilities

Current liabilities held for sale

Total current liabilities

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Other noncurrent liabilities

Noncurrent liabilities held for sale

Total liabilities

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(in millions)

Thirty-Nine Weeks Ended

February 22, 2026

February 23, 2025

Thirteen Weeks Ended

August 30, 2026

August 24, 2025

Cash flows from operating activities:

Net income (loss)

Adjustments to reconcile net income (loss) to net cash flows from operating activities:

Adjustments to reconcile net income to net cash flows from operating activities:

Depreciation and amortization

Asset impairment charges

Loss (gain) on divestitures

Equity method investment earnings less than (in excess of) distributions

Gain on divestitures

Equity method investment earnings in excess of distributions

Stock-settled share-based payments expense

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Sale of property, plant and equipment

Purchase of businesses, net of cash acquired

Proceeds from divestitures, net of cash divested

13 unchanged sentences

Effect of exchange rate changes on cash and cash equivalents

Net change in cash and cash equivalents, including cash balances classified as assets held for sale

Net change in cash balances classified as assets held for sale

Net change in cash and cash equivalents

18 unchanged sentences

Recently Issued Accounting Pronouncements and Disclosure Rules

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 on a retrospective basis in the fourth quarter of fiscal 2026, when it becomes effective.

In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses , to provide disaggregated disclosures of specific expense categories underlying certain income statement expense line items on an annual and interim basis.

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We are in the process of analyzing the impact of the ASU on our consolidated financial statements and related disclosures.

In December 2025, the FASB issued ASU 2025-10, Government Grants (Topic 832) , to provide guidance on how business entities should recognize, measure, and present government grants received.

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.

The amendments in this ASU may be applied using a modified prospective, modified retrospective, or retrospective approach.

We are in the process of analyzing the impact of the ASU on our consolidated financial statements and related disclosures.

In July 2024, we acquired the manufacturing operations of an existing contract manufacturer of our cooking spray products, for a cash purchase price of $ 51.2 million, including working capital adjustments.

Approximately $ 46.3 million of the purchase price has been classified as goodwill, which is deductible for income tax purposes.

The settlement of certain pre-existing contractual agreements between Conagra and the contract manufacturer as part of the transaction resulted in a net gain of $ 3.4 million within selling, general and administrative expenses (“SG&A”) in fiscal 2025.

In August 2024, we acquired the outstanding equity of Sweetwood Smoke & Co., maker of FATTY ® smoked meat sticks, for a cash purchase price of $ 179.4 million, net of cash acquired and including working capital adjustments.

Approximately $ 130.0 million of the purchase price has been classified as goodwill, which is deductible for income tax purposes.

Approximately $ 55.8 million and $ 5.5 million of the purchase price has been allocated to non-amortizing and amortizing intangible assets, respectively.

For each of these acquisitions, the amounts allocated to goodwill were primarily attributable to anticipated synergies, future growth opportunities, and other intangibles that do not qualify for separate recognition such as an assembled workforce.

The results of each of these acquisitions, subsequent to the acquisition closings, are primarily included in the Grocery & Snacks segment and through February 22, 2026, were not material to our Condensed Consolidated Statements of Operations.

Under the acquisition method of accounting, the assets acquired and liabilities assumed in these acquisitions were recorded at their respective estimated fair values at the date of acquisition.

The purchase price allocations were finalized as of the fourth quarter of fiscal 2025.

DIVESTITURES AND ASSETS HELD FOR SALE

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The business results were previously reported in our Grocery & Snacks, International, and Foodservice segments.

We recognized a gain on the sale of $ 42.7 million within Loss (gain) on divestitures in the first half of fiscal 2026.

The assets and liabilities related to our Chef Boyardee ® business have been reclassified as assets and liabilities held for sale within our Condensed Consolidated Balance Sheet for the period presented prior to the divestiture.

The assets and liabilities related to our Chef Boyardee ® business classified as held for sale reflected in our Condensed Consolidated Balance Sheets were as follows:

Current assets

Noncurrent assets (including goodwill of $ 230.4 million)

Current liabilities

Noncurrent liabilities

We recognized a gain on the sale of $ 42.8 million within Gain on divestitures in the first quarter of fiscal 2026.

Frozen Fish Business

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The business results were previously reported primarily in our Refrigerated & Frozen segment.

We recognized a loss on the sale of $ 0.5 million within Loss (gain) on divestitures in the first half of fiscal 2026.

In connection with the sale of this business, we recognized an impairment charge of $ 27.2 million in our Refrigerated & Frozen segment within Loss (gain) on divestitures in the third quarter of fiscal 2025.

The assets related to our frozen fish business have been reclassified as assets held for sale within our Condensed Consolidated Balance Sheets for the period presented prior to the divestiture.

The assets related to our frozen fish business classified as held for sale reflected in our Condensed Consolidated Balance Sheets were as follows:

Current assets

Noncurrent assets (including goodwill of $ 17.1 million)

Agro Tech Foods Limited Divestiture

During the first quarter of fiscal 2025, we completed the sale of our 51.8 % ownership stake in Agro Tech Foods Limited (“ATFL”) for net proceeds of $ 76.8 million.

Prior to the transaction, our majority ownership of ATFL was consolidated within our International segment.

We recognized a loss of $ 2.3 million on the sale within Loss (gain) on divestitures in the first quarter of fiscal 2025.

In connection with this divestiture, we also released $ 41.8 million and $ 38.0 million of currency translation losses from accumulated other comprehensive loss and noncontrolling interests, respectively.

As a result of the timing of certain tax elections, we recognized income tax expense of $ 11.1 million in the third quarter of fiscal 2026 associated with this divestiture.

We recognized a loss on the sale of $ 0.4 million within Gain on divestitures in the first quarter of fiscal 2026.

Other Assets Held for Sale

During the second quarter of fiscal 2026, we sold a certain manufacturing facility and related warehouse in our Refrigerated & Frozen segment for net proceeds of approximately $ 26.5 million.

We recognized a gain of $ 8.3 million on the sale within SG&A expenses in the second quarter of fiscal 2026 included in restructuring activities (see Note 4).

These assets have been classified as assets held for sale within our Condensed Consolidated Balance Sheets for the period presented prior to the sale.

In addition, we actively market certain other assets from time to time.

We actively market certain other assets from time to time.

These assets have also been reclassified as assets held for sale within our Condensed Consolidated Balance Sheets for periods prior to the disposal of the individual asset groups.

The related noncurrent assets classified as held for sale reflected in our Condensed Consolidated Balance Sheets was $ 13.0 million and $ 34.9 million as of February 22, 2026 and May 25, 2025, respectively.

The related assets classified as held for sale reflected in our Condensed Consolidated Balance Sheets were $ 13.3 million within Current assets held for sale and $ 13.0 million within Noncurrent assets held for sale as of August 30, 2026 and May 31, 2026, respectively.

RESTRUCTURING ACTIVITIES

See our Consolidated Financial Statements and related notes included in our Annual Report on Form 10-K for the fiscal year ended May 31, 2026 for additional information on our restructuring activities.

Conagra Restructuring Plan

From fiscal 2019 through February 22, 2026, we have approved and expect to incur $ 357.6 million ($ 113.4 million of cash charges and $ 244.2 million of non-cash charges) and recognized cumulative charges of $ 331.9 million as part of a restructuring plan to improve SG&A expense effectiveness and efficiencies and to optimize our supply chain network (the “Conagra Restructuring Plan”).

In the third quarter and first three quarters of fiscal 2026, we recognized charges of $ 7.8 million and $ 10.7 million, respectively, in connection with the Conagra Restructuring Plan.

In the third quarter and first three quarters of fiscal 2025, we recognized charges of $ 6.9 million and $ 90.7 million, respectively, in connection with the Conagra Restructuring Plan.

We anticipate that we will recognize substantially all of the costs and liabilities related to the Conagra Restructuring Plan by the end of fiscal 2026.

During the first three quarters of fiscal 2026, we recognized the following pre-tax expenses for the Conagra Restructuring Plan:

International

Accelerated depreciation

Other cost of goods sold

Total cost of goods sold

Severance and related costs

Asset impairment (net of gains on disposal)

Contract/lease termination

Consulting/professional fees

Included in the above results are $ 18.7 million of charges that have resulted or will result in cash outflows and an $ 8.0 million non-cash net benefit.

Optimization Initiatives

Optimization and Transformation Initiatives

We regularly evaluate our operations for ways to increase efficiencies and optimize our investments.

Initiatives designed to achieve our efficiency goals may take a year or more to complete and result in various restructuring charges as a result of accelerated depreciation, asset write-offs, and exit costs including severance, lease and other contract termination charges, and disposal costs.

During the third quarter of fiscal 2026, we approved initiatives designed to optimize and enhance our supply chain network related to our frozen fried chicken products.

In fiscal 2026, we approved initiatives designed to optimize and enhance our supply chain network related to our frozen fried chicken products.

We expect these initiatives will result in approximately $ 85 million of restructuring charges within the Refrigerated & Frozen segment, of which approximately $ 21 million will be cash.

These charges are expected to consist of approximately $ 22 million of accelerated depreciation and asset write-offs and $ 12 million of other costs within SG&A.

We recognized charges of $ 5.1 million in the third quarter of fiscal 2026, which is also the cumulative amount incurred to date.

These charges are expected to consist of approximately $ 64 million of accelerated depreciation and asset write-offs and $ 21 million of other costs within Selling, general and administrative (“SG&A”) expenses.

We recognized charges of $ 3.1 million in the first quarter of fiscal 2027 and incurred cumulative charges of $ 16.5 million ($ 7.5 million of cash charges and $ 9.0 million of non-cash charges) through the end of the first quarter of fiscal 2027.

We expect these initiatives to be completed by the end of fiscal 2028.

Liabilities recorded for the above restructuring activities and changes therein for the first three quarters of fiscal 2026 were as follows:

In the first quarter of fiscal 2027, management approved a multi-year transformation initiative (“Project Catalyst”) that seeks to simplify and modernize our operations through process redesign, technology adoption, and organizational optimization to accelerate growth, improve productivity, and enhance cash flow performance.

We continue to define and identify initiatives under Project Catalyst, some of which will result in restructuring charges.

In the first quarter of fiscal 2027, we recognized cash charges of $ 2.3 million within SG&A expenses primarily consisting of professional and consulting fees and severance and related costs.

We are currently unable to provide timing or specific estimates for any such restructuring charges or other costs that may be incurred as a result of Project Catalyst.

In the first quarter of fiscal 2027, management also approved a multi-year optimization initiative to drive portfolio simplicity and evaluate strategic options for non-core businesses.

Some of these actions will result in restructuring charges.

In the first quarter of fiscal 2027, we recognized immaterial charges within Cost of goods sold related to this initiative.

We are currently unable to provide timing or specific estimates for any such restructuring charges.

Conagra Restructuring Plan

As of May 31, 2026, we substantially completed restructuring activities related to a restructuring plan commenced in fiscal 2019 that was directed at improving SG&A expense effectiveness and efficiencies and to optimize our supply chain network (the “Conagra Restructuring Plan”).

While no new initiatives were added to the Conagra Restructuring Plan, we recognized charges of $ 2.6 million and $ 4.4 million in the first quarter of fiscal 2027 and 2026, respectively, related to initiatives previously approved.

We have recognized cumulative charges of $ 356.1 million ($ 118.6 million in Cost of goods sold, $ 236.9 million in SG&A, and $ 0.6 million in Pension and postretirement non-service income) from the inception of the Conagra Restructuring Plan through August 30, 2026.

Included in these results were $ 121.3 million of cash charges and $ 234.8 million of non-cash charges.

Our total expenses for the Conagra Restructuring Plan are expected to be $ 358.0 million ($ 123.2 million of cash charges and $ 234.8 million of non-cash charges).

Liabilities recorded for the above restructuring activities and changes therein for the first quarter of fiscal 2027 were as follows:

Balance as of

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Otherwise Settled

February 22, 2026

August 30, 2026

Severance and related costs

Contract/lease termination

Consulting/professional fees

DEBT AND REVOLVING CREDIT FACILITY

During the first quarter of fiscal 2027, we issued $ 500.0 million aggregate principal amount of 5.40 % senior unsecured notes due August 1, 2031.

During the second quarter of fiscal 2026, we repaid the entire outstanding $ 1.00 billion aggregate principal amount of our 4.60 % senior unsecured notes on their maturity date of November 1, 2025.

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During the first quarter of fiscal 2026, we prepaid the $ 300.0 million aggregate principal amount outstanding under the unsecured term loan entered into with a financial institution in fiscal 2024 utilizing a portion of the proceeds received in connection with the sale of our Chef Boyardee ® business (see Note 2) and proceeds from the issuance of the Notes discussed above.

During the second quarter of fiscal 2025, we prepaid the remaining $ 250.0 million aggregate principal amount outstanding of the $ 500.0 million aggregate principal amount unsecured term loan entered into with a syndicate of financial institutions in fiscal 2023, utilizing operating cash flows.

During the second quarter of fiscal 2024, we prepaid $ 250.0 million aggregate principal amount of such term loan, utilizing primarily operating cash flows and the issuance of commercial paper.

Revolving Credit Facility

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The Company may request the term of the Amended Revolving Credit Agreement be extended for additional one-year or two-year periods from the then-applicable maturity date on an annual basis.

As of February 22, 2026, there were no outstanding borrowings under the Amended Revolving Credit Agreement.

As of August 30, 2026, there were no outstanding borrowings under the Amended Revolving Credit Agreement.

Debt Covenants

Our most restrictive debt agreement (the Amended Revolving Credit Agreement) generally requires our ratio of earnings before interest, taxes, depreciation and amortization (“EBITDA”) to interest expense to be not less than 3.0 to 1.0 and our ratio of funded net debt to EBITDA not to exceed 4.5 to 1.0, with each ratio to be calculated on a rolling four-quarter basis.

As of February 22, 2026, we were in compliance with these financial covenants.

As of August 30, 2026, we were in compliance with these financial covenants.

Commercial Paper

As of February 22, 2026 and May 25, 2025, we had $ 63.0 million and $ 259.0 million, respectively, outstanding under our commercial paper program.

As of August 30, 2026 and May 31, 2026, we had no outstanding borrowings under our commercial paper program.

Interest Expense

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Thirteen Weeks Ended

Thirty-Nine Weeks Ended

February 22, 2026

February 23, 2025

February 22, 2026

February 23, 2025

August 30, 2026

August 24, 2025

Long-term debt

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Supplier participation in these agreements is voluntary.

As of February 22, 2026 and May 25, 2025, $ 223.3 million and $ 292.2 million, respectively, of our total Accounts and other payables were subject to these arrangements.

As of August 30, 2026 and May 31, 2026, $ 234.9 million and $ 248.4 million, respectively, of our total accounts and other payables were subject to these arrangements.

The associated payments are included in net cash flows from operating activities within our Condensed Consolidated Statements of Cash Flows.

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The proceeds and payments associated with short-term borrowings are reflected as financing activities within our Condensed Consolidated Statements of Cash Flows.

As of February 22, 2026 and May 25, 2025, we had approximately $ 35.2 million and $ 45.9 million, respectively, of short-term borrowings related to these arrangements.

As of August 30, 2026 and May 31, 2026, we had approximately $ 32.5 million and $ 34.2 million, respectively, of short-term borrowings related to these arrangements.

GOODWILL AND OTHER IDENTIFIABLE INTANGIBLE ASSETS

The change in the carrying amount of goodwill for the first three quarters of fiscal 2026 was as follows:

The change in the carrying amount of goodwill for the first quarter of fiscal 2027 was as follows:

Grocery & Snacks

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Currency translation

Balance as of February 22, 2026

1 The carrying amounts of goodwill within the Refrigerated & Frozen segment as of both February 22, 2026 and May 25, 2025 were net of accumulated impairment losses of $ 1.44 billion and $ 668.2 million, respectively.

Balance as of August 30, 2026

1 The carrying amounts of goodwill within the Refrigerated & Frozen segment as of both August 30, 2026 and May 31, 2026 were net of accumulated impairment losses of $ 3.05 billion.

See Note 9, “Goodwill and Other Identifiable Intangible Assets” , to the financial statements contained in our Annual Report on Form 10-K for the fiscal year ended May 31, 2026 for further information.

Other identifiable intangible assets were as follows:

February 22, 2026

August 30, 2026

Non-amortizing intangible assets

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Customer relationships and intellectual property

Second Quarter 2026 Goodwill and Indefinite-Lived Intangible Asset Impairment Testing

During the second quarter of fiscal 2026, we identified triggering events requiring an interim goodwill impairment assessment of certain reporting units and certain other assets within those reporting units, including indefinite lived intangibles (brand names and trademarks), due to a sustained decline in market capitalization and stock price.

As a result, during the second quarter we performed an interim quantitative impairment test over the Refrigerated & Frozen and Foodservice reporting units and the Birds Eye ® , Earth Balance ® , and Smart Balance ® brand names.

No triggering events requiring further impairment assessments of goodwill or indefinite-lived intangibles were identified during the third quarter of fiscal 2026.

The fair value of our reporting units is typically estimated using a discounted cash flow method and, in certain circumstances, we also use a guideline public company method.

The fair value of our indefinite lived intangibles is determined using the “relief from royalty” methodology.

Both the “relief from royalty” methodology and the discounted cash flow method require us to estimate the future cash flows as well as to select a risk-adjusted discount rate to measure the present value of the anticipated cash flows.

The guideline public company method is based on our actual and estimated EBITDA and considers public companies that are comparable to our reporting units.

When determining future cash flow estimates, we consider historical results, adjusted to reflect current and anticipated operating conditions.

Under our discounted cash flow method, we estimate cash flows for a reporting unit over a discrete period (typically five years) and a terminal period (considering expected long-term growth rates and trends).

Estimating the fair value of individual reporting units and our indefinite-lived intangible assets requires us to make assumptions and estimates in areas such as future economic conditions, industry-specific conditions, product pricing, and necessary capital expenditures.

The use of different assumptions or estimates for selected EBITDA multiples, future cash flows, discount rates, royalty rates, or terminal growth rates could produce substantially different estimates of the fair value.

We completed a quantitative impairment test for the Refrigerated & Frozen and Foodservice reporting units with the assistance of a third-party valuation specialist using both a discounted cash flow method and a guideline public company method.

As a result of our impairment tests, we recognized non-cash goodwill impairment charges of $ 771.3 million in the Refrigerated & Frozen reporting unit within Goodwill impairment charges.

The goodwill impairment was primarily driven by a 150 -basis point increase in the discount rate reflecting heightened macroeconomic uncertainty and weakened consumer sentiment, lower market multiples in our industry as of our testing date, and a downward revision to our projected sales and profit margins for this specific reporting unit.

After this impairment, the goodwill carrying amount of our Refrigerated & Frozen reporting unit is approximately $ 4.1 billion.

In addition, we recognized impairment charges within Other intangible asset impairment charges of $ 180.0 million related to our Birds Eye ® brand name and $ 17.0 million related to our spreads businesses ( Earth Balance ® and Smart Balance ® ), both of which were primarily included in our Refrigerated and Frozen segment.

The other intangible asset impairments were primarily driven by the increase in the discount rate.

In addition, Birds Eye ® was negatively impacted by lower than expected profit margins which resulted in a reduction to our assumed royalty rate.

The Refrigerated & Frozen reporting unit was written down to fair value, resulting in zero excess fair value over carrying amount, and, as a result, will have a heightened risk of future impairments if any assumptions, estimates, or market factors change in the future.

All other reporting units had more than 20 % excess fair value over carrying amount.

Goodwill and Indefinite-Lived Intangible Assets

The Refrigerated & Frozen reporting unit and certain of our indefinite lived intangibles were written down to fair value as of the end of fiscal 2026, resulting in zero excess fair value over carrying amount, and, as a result, will have a heightened risk of future impairments if any assumptions, estimates, or market factors change in the future.

All other reporting units and indefinite lived intangibles had more than 20 % excess fair value over carrying amount as of our last quantitative assessment.

We will continue to monitor the impact of any significant changes in consumer purchasing behaviors, input cost inflation, and other macroeconomic conditions that could change certain assumptions and result in future impairments .

2025 Goodwill and Indefinite-Lived Intangible Asset Impairment Testing

During the second quarter of fiscal 2025, we reorganized our reporting units in the Refrigerated & Frozen and Grocery & Snacks segments.

This required us to reassign assets and liabilities between the reporting units, assess whether there were indicators of impairment for the impacted reporting units, and evaluate other assets in the reporting units for impairment, including indefinite-lived intangibles (brand names and trademarks).

The fair value of our reporting units was estimated using a discounted cash flow method.

The fair value of our indefinite-lived intangibles was determined using the “relief from royalty” methodology.

As a result of our impairment tests, in the second quarter of fiscal 2025, we recognized impairment charges within Other intangible asset impairment charges of $ 18.9 million in our Grocery & Snacks and Refrigerated & Frozen segments for certain brands that continued to have lower than expected sales and profit margins.

There were no impairments to goodwill.

Definite-Lived Intangible Assets

Amortizing intangible assets carry a remaining weighted average life of approximately 15 years .

Amortization expense was $ 10.7 million and $ 32.3 million for the third quarter and first three quarters of fiscal 2026, respectively, and $ 13.5 million and $ 40.4 million for the third quarter and first three quarters of fiscal 2025, respectively.

Based on amortizing assets recognized in our Condensed Consolidated Balance Sheet as of February 22, 2026, amortization expense is estimated to average $ 40.3 million for each of the next five years.

Amortization expense was $ 10.8 million for the first quarter of both fiscal 2027 and 2026.

Based on amortizing assets recognized in our Condensed Consolidated Balance Sheet as of August 30, 2026, amortization expense is estimated to average $ 39.8 million for each of the next five years.

DERIVATIVE FINANCIAL INSTRUMENTS

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We settled these contracts during the second quarter of fiscal 2019 and deferred a $ 47.5 million gain in accumulated other comprehensive income that is being amortized as a reduction of interest expense over the lives of the related debt instruments.

The unamortized amount at February 22, 2026 was $ 23.5 million.

The unamortized amount at August 30, 2026 was $ 22.5 million.

Economic Hedges of Forecasted Cash Flows

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Thirteen Weeks Ended

Thirty-Nine Weeks Ended

February 22, 2026

February 23, 2025

February 22, 2026

February 23, 2025

Gross derivative gains (losses) incurred

Net derivative gains (losses) allocated to reporting segments

Net derivative gains (losses) recognized in general corporate expenses

Net derivative gains (losses) allocated to Grocery & Snacks

Net derivative losses allocated to Refrigerated & Frozen

Net derivative gains (losses) allocated to International

Net derivative gains (losses) allocated to Foodservice

Net derivative gains (losses) included in segment operating profit

The fair values of our derivative positions were not material as of February 22, 2026 and were Level 1 or Level 2 assets or liabilities in the fair value hierarchy (see Note 16 for further information).

August 30, 2026

August 24, 2025

Net derivative gains (losses) incurred

Net derivative gains allocated to reporting segments

Net derivative losses recognized in general corporate expenses

Net derivative gains allocated to Grocery & Snacks

Net derivative gains allocated to Refrigerated & Frozen

Net derivative losses allocated to International

Net derivative gains allocated to Foodservice

Net derivative gains included in segment operating profit

The fair values of our derivative positions were not material as of August 30, 2026 and were Level 1 or Level 2 assets or liabilities in the fair value hierarchy (see Note 15 for further information).

We have not significantly changed our valuation techniques from prior periods.

The location and amount of gains (losses) from derivatives not designated as hedging instruments in our Condensed Consolidated Statements of Operations were as follows:

The location and amount of gains (losses) from derivatives not designated as hedging instruments in our Condensed Consolidated Statements of Earnings were as follows:

Location in Condensed Consolidated

Statements of Operations of Gains (Losses)

Statements of Earnings of Gains (Losses)

Gains (Losses) Recognized on

Derivatives in Condensed Consolidated

Statements of Operations for the

Statements of Earnings for the

Thirteen Weeks Ended

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Recognized on Derivatives

February 22, 2026

February 23, 2025

Commodity contracts

Cost of goods sold

Foreign exchange contracts

Cost of goods sold

Total gains from derivative instruments not designated as hedging instruments

Location in Condensed Consolidated

Statements of Operations of Gains (Losses)

Gains (Losses) Recognized on

Derivatives in Condensed Consolidated

Statements of Operations for the

Thirty-Nine Weeks Ended

Derivatives Not Designated as Hedging Instruments

Recognized on Derivatives

February 22, 2026

February 23, 2025

August 30, 2026

August 24, 2025

Commodity contracts

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Total gains (losses) from derivative instruments not designated as hedging instruments

As of February 22, 2026 and May 25, 2025 our open commodity contracts had a notional value (defined as notional quantity times market value per notional quantity unit) of $ 83.0 million and $ 140.2 million, respectively, for purchase contracts.

The notional amount of our foreign currency forward contracts as of February 22, 2026 and May 25, 2025 was $ 92.4 million and $ 93.5 million, respectively.

As of August 30, 2026 and May 31, 2026 our open commodity contracts had a notional value (defined as notional quantity times market value per notional quantity unit) of $ 145.9 million and $ 77.6 million, respectively, for purchase contracts.

The notional amount of our foreign currency forward contracts as of August 30, 2026 and May 31, 2026 was $ 92.9 million and $ 95.2 million, respectively.

SHARE-BASED PAYMENTS

For the third quarter and first three quarters of fiscal 2026, we recognized total stock-based compensation expense (including restricted stock units and performance shares) of $ 16.6 million and $ 49.7 million, respectively.

For the third quarter and first three quarters of fiscal 2025, we recognized total stock-based compensation expense of $ 6.3 million and $ 36.1 million, respectively.

In the first three quarters of fiscal 2026, we granted 3.5 million restricted stock units at a weighted average grant date price of $ 19.05 per share unit and 1.0 million performance shares at a weighted average grant date price of $ 18.97 per share.

For the first quarter of fiscal 2027 and 2026, we recognized total stock-based compensation expense (including restricted stock units and performance shares) of $ 14.3 million and $ 19.6 million, respectively.

In the first quarter of fiscal 2027, we granted 4.2 million restricted stock units at a weighted average grant date price of $ 14.70 per share unit and 1.2 million performance shares at a weighted average grant date price of $ 14.83 per share.

Performance shares are granted to selected executives and other key employees with vesting contingent upon meeting various Company-wide performance goals.

The performance goals for the three -year performance period ending in fiscal 2026 (the “2026 performance period”) are based on our net sales and diluted earnings per share (“EPS”) growth, subject to certain adjustments, measured over the defined performance period, with each year of the performance period weighted one-third.

The performance goals for the three -year performance periods ending in fiscal 2027 (the “2027 performance period”) and fiscal 2028 (the “2028 performance period”) are based on our net sales and diluted EPS on a three-year cumulative basis, subject to certain adjustments, measured over the defined performance periods.

The performance goals for the three -year performance periods ending in fiscal 2027 (the “2027 performance period”), fiscal 2028 (the “2028 performance period”), and fiscal 2029 (the “2029 performance period”) are based on our net sales and diluted earnings per share on a three-year cumulative basis, subject to certain adjustments, measured over the defined performance periods.

For each of the 2027, 2028, and 2029 performance periods, the awards actually earned will range from zero to two hundred percent of the relevant target number of performance shares.

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Forfeitures are accounted for as they occur.

EARNINGS (LOSS) PER SHARE

Basic earnings (loss) per share is calculated on the basis of weighted average outstanding shares of common stock.

EARNINGS PER SHARE

Basic earnings per share is calculated on the basis of weighted average outstanding shares of common stock.

Diluted earnings per share is computed on the basis of basic weighted average outstanding shares of common stock adjusted for the dilutive effect of stock options, restricted stock unit awards, and other dilutive securities.

In periods when we recognize a net loss, we exclude the impact of outstanding stock awards from the diluted loss per share calculation, as their inclusion would have an antidilutive effect.

The following table reconciles the income (loss) and average share amounts used to compute both basic and diluted earnings (loss) per share:

The following table reconciles the income and average share amounts used to compute both basic and diluted earnings per share:

Thirteen Weeks Ended

Thirty-Nine Weeks Ended

February 22, 2026

February 23, 2025

February 22, 2026

February 23, 2025

Net income (loss) attributable to Conagra Brands, Inc.

common stockholders:

August 30, 2026

August 24, 2025

Weighted average shares outstanding:

Basic weighted average shares outstanding

Dilutive effect of stock options, restricted stock unit awards, and other dilutive securities

Dilutive effect of restricted stock unit awards and other dilutive securities

Diluted weighted average shares outstanding

For the third quarter of fiscal 2026, there were 1.3 million stock options and restricted stock units outstanding that were excluded from the computation of diluted weighted average shares because the effect was antidilutive.

For the first three quarters of fiscal 2026, all 0.8 million dilutive stock options and restricted stock units outstanding were excluded from the computation of diluted weighted average shares, as we recognized a net loss.

For the third quarter and first three quarters of fiscal 2025, there were 1.6 million and 1.3 million stock options outstanding, respectively, that were excluded from the computation.

For the first quarter of fiscal 2027 and 2026, there were 0.6 million and 2.0 million, respectively, of stock options and restricted stock units outstanding that were excluded from the computation of diluted weighted average shares because the effect was antidilutive.

The major classes of inventories were as follows:

February 22, 2026

August 30, 2026

Raw materials and packaging

2 unchanged sentences

Supplies and other

In the third quarter of fiscal 2026 and 2025, we recognized income tax expense of $ 29.8 million and $ 43.9 million, respectively.

The effective tax rate (calculated as the ratio of income tax expense to pre-tax income, inclusive of equity method investment earnings) was 13.0 % and 23.3 % for the third quarter of fiscal 2026 and 2025, 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 was ( 119.2 )% and ( 3.9 )% for the first three quarters of fiscal 2026 and 2025, respectively.

The effective tax rate in the third quarter of fiscal 2026 reflected a benefit of $ 35.2 million related to certain elections made on an income tax return of a joint venture and expense of $ 11.1 million related to a prior divestiture.

The effective tax rate in the first three quarters of fiscal 2026 reflected the above-cited items, as well as the impact of an impairment of goodwill in the second quarter that was largely non-deductible for tax purposes.

During this time period, goodwill impairment charges totaling $ 771.3 million with an associated tax benefit of $ 19.3 million were recognized.

Additionally, the effective tax rate was negatively impacted by non-deductible goodwill related to the divestiture of the Chef Boyardee ® , Mrs.

In the first quarter of fiscal 2027 and 2026, we recognized income tax expense of $ 58.6 million and $ 124.6 million, respectively.

The effective tax rate (calculated as the ratio of income tax expense to pre-tax income, inclusive of equity method investment earnings) was 25.2 % and 43.1 % for the first quarter of fiscal 2027 and 2026, respectively.

The effective tax rate in the first quarter of fiscal 2027 reflected $ 3.8 million of tax expense related to stock-based compensation due to the decline in our stock price.

The effective tax rate in the first quarter of fiscal 2026 was negatively impacted by non-deductible goodwill related to the divestiture of the Chef Boyardee ® , Mrs.

Paul’s ® , and Van de Kamp’s ® businesses.

This resulted in $ 62.8 million of tax expense being recognized on a pre-tax gain of $ 42.4 million.

The effective tax rate in the third quarter of fiscal 2025 reflected additional tax expense associated with non-deductible goodwill related to assets held for sale for which an impairment charge was recognized.

During the third quarter of fiscal 2025, goodwill impairment charges totaling $ 8.3 million were recognized with no associated tax benefit.

The effective tax rate in the first three quarters of fiscal 2025 reflected the above-cited items, as well as a $ 9.1 million benefit from the settlement of tax issues that were previously reserved and a $ 220.8 million deferred tax benefit related to the release of valuation allowances booked against certain deferred tax assets.

Recent interactions with the U.S.

Internal Revenue Service (IRS) regarding certain elections that had previously been under IRS review make the realization of certain deferred tax assets likely.

The realization of these deferred tax assets allows for both current and future tax deductions through 2036.

On July 4, 2025, Public Law No.

119-21, referred to as the “One Big Beautiful Bill Act” (the “Act”), was enacted into law.

The Act generally made permanent certain tax provisions of the Tax Cuts and Jobs Act (2017) and included changes to U.S.

tax law that are applicable to Conagra beginning in fiscal 2026.

These changes included provisions allowing accelerated tax deductions for qualified property and research expenditures.

We currently expect a beneficial cash flow impact in fiscal 2026 from the enhanced expensing provisions.

The Act does not materially impact our effective tax rate.

Additionally, $ 5.5 million of tax expense was recognized related to stock-based compensation due to the decline in our stock price.

CONTINGENCIES

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To date, the Company has settled all but a few of these matters.

Pursuant to these settlements, the Company has paid an aggregate of $ 141.1 million in fiscal 2026 through February 22, 2026 and $ 25 million in fiscal 2025 and has agreed to pay an additional $ 44.3 million in the remainder of fiscal 2026 and the first quarter of fiscal 2027.

The Company has secured insurance recovery from certain applicable insurers, recognizing related insurance receivables of $ 1.6 million within Receivables as of February 22, 2026 and $ 81.8 million ($ 78.4 million within Receivables and $ 3.4 million within Other assets) as of May 25, 2025.

Pursuant to these settlements, the Company paid an aggregate of $ 141.1 million in fiscal 2026 and made an additional $ 44.3 million payment in the first quarter of fiscal 2027.

The Company believes adequate provision has been made in its Condensed Consolidated Financial Statements for all probable and reasonably estimable losses for this litigation based on information available to us at the time of our evaluation.

In the third quarter of fiscal 2026, a jury entered a verdict against the Company for $ 25 million in compensatory damages in a lawsuit captioned Esparza v.

Conagra Brands, Inc., et al ., in which a consumer claims personal injury due to alleged exposure to diacetyl from Pam ® butter flavored cooking spray.

We are contesting the verdict, and a final judgment has not yet been entered;

however, if a final judgment is entered, the Company intends to appeal.

In the third quarter of fiscal 2026, in a lawsuit related to a consumer’s personal injury allegedly from exposure to diacetyl from Pam ® butter flavored cooking spray, a jury entered a verdict against the Company for $ 25 million, which was reduced, following post-trial motions, to a $ 22.9 million final judgement in the first quarter of fiscal 2027.

The Company has filed an appeal.

The Company believes adequate provision has been made in its Condensed Consolidated Financial Statements for all probable and reasonably estimable losses from this lawsuit based on information available to us at the time of our evaluation.

Additionally, we have put the applicable insurance carriers on notice and are pursuing available insurance coverage.

In 2019, we resolved a legacy litigation matter related to lead-based paint and/or pigment manufactured by an alleged predecessor to the Company during the first half of the 20 th century for a total settlement of $ 101.7 million.

The final $ 16.7 million payment under that settlement was made in the second quarter of fiscal 2026.

We are party to various other lawsuits including personal injury, product liability claims, putative class action lawsuits challenging various product claims made in the Company’s product labeling, public nuisance claims, and matters challenging the Company’s employment-related practices, including wage and hour claims.

We are party to various other lawsuits including personal injury, product liability claims (including pending litigation alleging that certain of our products should be considered “ultra-processed” and consumption of such “ultra-processed” products allegedly causes negative health impacts), putative class action lawsuits challenging various product claims made in the Company’s product labeling, and matters challenging the Company’s wage and hour practices.

While we cannot predict with certainty the results of the remaining claims or any other legal proceedings, based on information available at the time of this filing, we do not expect these matters to have a material adverse effect on our financial condition, results of operations, or business.

Our accrual for all litigation matters, including those matters described above, that are probable and estimable, was $ 47.8 million within Other accrued liabilities as of February 22, 2026 and $ 204.5 million ($ 160.2 million within Other accrued liabilities and $ 44.3 million within Other noncurrent liabilities) as of May 25, 2025.

Our accrual for all litigation matters, including those matters described above, that are probable and estimable, was $ 20.0 million within Other accrued liabilities as of August 30, 2026 and $ 47.7 million within Other accrued liabilities as of May 31, 2026.

Environmental Matters

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Reserves for these Beatrice environmental proceedings have been established based on our best estimate of the undiscounted remediation liabilities, which estimates include evaluation of investigatory studies, extent of required clean-up, the known volumetric contribution of Beatrice and other potentially responsible parties, and its experience in remediating sites.

The accrual for Beatrice-related environmental matters totaled $ 40.2 million ($ 3.2 million within Other accrued liabilities and $ 37.0 million within Other noncurrent liabilities ) as of February 22, 2026 and $ 36.0 million ($ 3.2 million within Other accrued liabilities and $ 32.8 million within Other noncurrent liabilities ) as of May 25, 2025, a majority of which relates to the Superfund and state-equivalent sites referenced above.

The accrual for Beatrice-related environmental matters totaled $ 41.7 million ($ 3.0 million within Other accrued liabilities and $ 38.7 million within Other noncurrent liabilities) as of August 30, 2026 and $ 39.4 million ($ 3.0 million within Other accrued liabilities and $ 36.4 million within Other noncurrent liabilities) as of May 31, 2026, a majority of which relates to the Superfund and state-equivalent sites referenced above.

After taking into account liabilities recognized for all of the foregoing matters, management believes the ultimate resolution of such matters should not have a material adverse effect on our financial condition, results of operations, or liquidity;

8 unchanged sentences

Thirteen Weeks Ended

Thirty-Nine Weeks Ended

February 22, 2026

February 23, 2025

February 22, 2026

February 23, 2025

August 30, 2026

August 24, 2025

Interest cost

6 unchanged sentences

Thirteen Weeks Ended

Thirty-Nine Weeks Ended

February 22, 2026

February 23, 2025

February 22, 2026

February 23, 2025

August 30, 2026

August 24, 2025

Interest cost

6 unchanged sentences

The weighted-average discount rates for service and interest costs under the spot-rate approach used for pension cost in fiscal 2027 were 5.93 % and 5.20 %, respectively.

During the third quarter and first three quarters of fiscal 2026, we contributed $ 2.8 million and $ 8.1 million, respectively, to our pension plans and contributed $ 1.5 million and $ 4.2 million, respectively, to our postretirement plans.

During the first quarter of fiscal 2027, we contributed $ 1.8 million to our pension plans and contributed $ 1.3 million and to our postretirement plans.

Based upon the current funded status of the plans and the current interest rate environment, we anticipate making further contributions of approximately $ 8.5 million to our pension plans during the remainder of fiscal 2027.

1 unchanged sentence

These estimates are based on ERISA guidelines, current tax laws, plan asset performance, and liability assumptions, which are subject to change.

Subsequent to the end of the third quarter of fiscal 2026, and in connection with the termination and settlement of a pension plan for the benefit of certain hourly employees, we transferred $ 40.3 million of our U.S.

defined benefit pension plan obligations to an insurance company through the purchase of an irrevocable group annuity contract.

The group annuity contract was purchased and funded directly from the assets of our pension plans.

The transaction will require a remeasurement of the applicable pension plan in the fourth quarter of fiscal 2026.

STOCKHOLDERS’ EQUITY

The following table presents a reconciliation of our stockholders’ equity accounts for the thirty-nine weeks ended February 22, 2026:

The following table presents a reconciliation of our stockholders’ equity accounts for the thirteen weeks ended August 30, 2026:

Conagra Brands, Inc.

9 unchanged sentences

$ 0.175 per share

Net income attributable to Conagra Brands, Inc.

Balance at August 30, 2026

Stock option and incentive plans

Currency translation adjustments

Repurchase of common shares

Derivative adjustments

Pension and postretirement healthcare benefits

Dividends declared on common stock;

$ 0.35 per share

Net loss attributable to Conagra Brands, Inc.

Balance at November 23, 2025

Stock option and incentive plans

Currency translation adjustments

Derivative adjustments

Pension and postretirement healthcare benefits

Dividends declared on common stock;

$ 0.35 per share

Net income attributable to Conagra Brands, Inc.

Balance at February 22, 2026

The following table presents a reconciliation of our stockholders’ equity accounts for the thirty-nine weeks ended February 23, 2025:

The following table presents a reconciliation of our stockholders’ equity accounts for the thirteen weeks ended August 24, 2025:

Conagra Brands, Inc.

1 unchanged sentence

Comprehensive

Noncontrolling

Balance at May 25, 2025

3 unchanged sentences

Derivative adjustments

Activities of noncontrolling interests

Pension and postretirement healthcare benefits

1 unchanged sentence

$ 0.35 per share

Net income attributable to Conagra Brands, Inc.

Balance at August 24, 2025

Stock option and incentive plans

Currency translation adjustments

Derivative adjustments

Pension and postretirement healthcare benefits

Dividends declared on common stock;

$ 0.35 per share

Net income attributable to Conagra Brands, Inc.

Balance at November 24, 2024

Stock option and incentive plans

Currency translation adjustments

Derivative adjustments

Pension and postretirement healthcare benefits

Dividends declared on common stock;

$ 0.35 per share

Net income attributable to Conagra Brands, Inc.

Balance at February 23, 2025

The following table details the accumulated balances for each component of other comprehensive income, net of tax:

February 22, 2026

August 30, 2026

Currency translation losses, net of reclassification adjustments

2 unchanged sentences

Accumulated other comprehensive income

The following tables summarize the reclassifications from accumulated other comprehensive income into income (loss):

The following tables summarize the reclassifications from accumulated other comprehensive income into income:

Affected Line Item in the Condensed Consolidated Statement of

Thirteen Weeks Ended

February 22, 2026

February 23, 2025

Net derivative adjustments:

Cash flow hedges

Interest expense, net

Cash flow hedges

Equity method investment earnings

Total before tax

Income tax expense

Pension and postretirement liabilities:

Net prior service cost (benefit)

Pension and postretirement non-service income

Net actuarial gain

Pension and postretirement non-service income

Total before tax

Income tax expense

Affected Line Item in the Condensed Consolidated Statement of

Thirty-Nine Weeks Ended

February 22, 2026

February 23, 2025

August 30, 2026

August 24, 2025

Net derivative adjustments:

6 unchanged sentences

Pension and postretirement liabilities:

Net prior service cost (benefit)

Pension and postretirement non-service income

Net actuarial gain

2 unchanged sentences

Income tax expense

Currency translation losses

Selling, general and administrative expenses 2

Total before tax

Income tax expense

1 Amounts in parentheses indicate income recognized in the Condensed Consolidated Statements of Operations.

2 Amount represents the reclassification for currency translation losses in connection with the sale of ATFL (see Note 3).

1 Amounts in parentheses indicate income recognized in the Condensed Consolidated Statements of Earnings.

FAIR VALUE MEASUREMENTS

6 unchanged sentences

Derivative assets and liabilities included in Level 2 primarily represent commodity and foreign currency option and forward contracts.

The following table presents our financial assets and liabilities measured at fair value on a recurring basis, based upon the level within the fair value hierarchy in which the fair value measurements fall, as of February 22, 2026:

Derivative assets

Deferred compensation assets

Available-for-sale debt securities

Derivative liabilities

10 unchanged sentences

Certain assets and liabilities, including long-lived assets, goodwill, asset retirement obligations, and equity investments are measured at fair value on a nonrecurring basis using Level 3 inputs.

Impairment of Assets Held for Sale

In the third quarter of fiscal 2025, we recognized an impairment charge totaling $ 27.2 million in our Refrigerated & Frozen segment.

The impairment was measured based upon the estimated sales price of the disposal group (see Note 3).

Impairment of Goodwill and Intangible Assets

In the second quarter of fiscal 2026, goodwill impairment charges totaling $ 771.3 million were recognized within our Refrigerated & Frozen segment.

The fair value of the goodwill was measured using a guideline public company method and discounted cash flow valuation method (see Note 7).

In the second quarter of fiscal 2026 and fiscal 2025, we recognized charges for the impairment of indefinite-lived brands of $ 195.3 million and $ 18.2 million in our Refrigerated & Frozen segment and $ 1.7 million and $ 0.7 million in our Grocery & Snacks segment, respectively.

The fair value of these brands was estimated using the “relief from royalty” method (see Note 7).

Other Asset Impairments

In the second quarter of fiscal 2025, we recognized charges of $ 64.7 million in our Refrigerated & Frozen segment for the impairment of certain long-lived assets based upon a discounted cash flow valuation model and included in restructuring activities.

The impairments were based upon management’s intent to exit a manufacturing facility which became probable in the second quarter of fiscal 2025, which reduced the future expected cash flows to be generated at this facility.

Long-Term Debt Fair Value

The carrying amount of long-term debt (including current installments) was $ 7.23 billion and $ 7.26 billion as of February 22, 2026 and May 25, 2025, respectively.

Based on current market rates, the fair value of this debt (Level 2 liabilities) at February 22, 2026 and May 25, 2025 was estimated at $ 7.16 billion and $ 7.03 billion, respectively.

The carrying amount of long-term debt (including current installments) was $ 7.73 billion and $ 7.23 billion as of August 30, 2026 and May 31, 2026, respectively.

Based on current market rates, the fair value of this debt (Level 2 liabilities) at August 30, 2026 and May 31, 2026 was estimated at $ 7.48 billion and $ 7.05 billion, respectively.

BUSINESS SEGMENTS AND RELATED INFORMATION

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Corporate unallocated expense;

Pension and postretirement non-service income;

postretirement non-service income;

Interest expense, net;

and Equity method investment earnings are centrally managed costs and have been excluded from segment operating profit.

Thirteen Weeks Ended February 22, 2026

International

Segment cost of goods sold 1

Segment SG&A expenses 2

Segment operating profit

General corporate expenses 3

Other charges, net 4

Operating profit

Pension and postretirement non-service income

Interest expense, net

Equity method investment earnings

Income before income taxes

Thirteen Weeks Ended February 23, 2025

Thirteen Weeks Ended August 30, 2026

International

3 unchanged sentences

General corporate expenses 3

Loss on divestitures

Other charges, net 4

4 unchanged sentences

Income before income taxes

Thirty-Nine Weeks Ended February 22, 2026

Thirteen Weeks Ended August 24, 2025

International

3 unchanged sentences

General corporate expenses 3

Other intangible asset impairment charges

Goodwill impairment charges

Gain on divestitures

4 unchanged sentences

Equity method investment earnings

Loss before income taxes

Thirty-Nine Weeks Ended February 23, 2025

International

Segment cost of goods sold 1

Segment SG&A expenses 2

Segment operating profit

General corporate expenses 3

Other intangible asset impairment charges

Loss on divestitures

Other charges, net 4

Operating profit

Pension and postretirement non-service income

Interest expense, net

Equity method investment earnings

Income before income taxes

1 Segment cost of goods sold does not include items recorded in the Cost of goods sold line on our Condensed Consolidated Statements of Operations that are presented in the Other charges, net line of this table.

1 Segment cost of goods sold does not include items recorded in the Cost of goods sold line on our Condensed Consolidated Statements of Earnings that are presented in the Other charges, net line of this table.

2 Segment SG&A expenses are regularly provided to the CODM as a percent of net sales.

Segment SG&A expenses do not include items recorded in the Selling, general and administrative expenses line of our Condensed Consolidated Statements of Operations that are presented in the Other charges, net line of this table.

Segment SG&A expenses do not include items recorded in the Selling, general and administrative expenses line of our Condensed Consolidated Statements of Earnings that are presented in the Other charges, net line of this table.

3 General corporate expenses relate to certain costs that are shared across multiple segments but are not directly attributable, which include executive compensation, share-based payment expense, and costs associated with certain corporate functions.

4 Other charges include net charges related to our restructuring plans and fire related insurance recoveries.

4 Other charges include net charges related to our restructuring plans and legal matter recoveries.

The following table presents further disaggregation of our net sales:

Thirteen Weeks Ended

Thirty-Nine Weeks Ended

February 22, 2026

February 23, 2025

February 22, 2026

February 23, 2025

August 30, 2026

August 24, 2025

Other shelf-stable

11 unchanged sentences

Depreciation and amortization are allocated to our reporting segments based on the output of each reporting segment per facility during each reporting period.

Total depreciation expense for the third quarter and first three quarters of fiscal 2026 was $ 90.7 million and $ 261.4 million, respectively.

Total depreciation expense for the third quarter and first three quarters of fiscal 2025 was $ 84.8 million and $ 254.5 million, respectively.

Total depreciation expense for the first quarter of fiscal 2027 and 2026 was $ 87.1 million and $ 84.5 million, respectively.

The following table presents depreciation and amortization by segment:

Thirteen Weeks Ended

Thirty-Nine Weeks Ended

February 22, 2026

February 23, 2025

February 22, 2026

February 23, 2025

August 30, 2026

August 24, 2025

Grocery & Snacks

4 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements