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What changed in Conagra Brands's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Conagra Brands's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+259 added−258 removedSource: 10-K (2025-07-10) vs 10-K (2024-07-11)

Top changes in Conagra Brands's 2025 10-K

259 paragraphs added · 258 removed · 205 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

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Biggest changeOur compensation program, which includes equity-based compensation for our employees at director level and above, aims to align our leaders’ interest with our shareholders and is designed to incentivize strong company and individual performance. Additionally, through our holistic approach to benefits and wellness, we provide our employees with resources to help them thrive.
Biggest changeCompensation, Benefits, and Wellness: We offer competitive compensation and benefits to attract and retain the best talent and to support the overall well-being of our employees. Our compensation program, which includes equity-based compensation for our employees at director level and above, aims to align our leaders’ interest with our shareholders and is designed to incentivize strong company and individual performance.
Our ERGs provide our employees with an opportunity to express their views, facilitate learning on cultural and business topics, and support our employees’ personal growth, professional development, and community impact. Our ERGs are open to all salaried employees in the U.S. and, where indicated below, in Canada and Mexico.
Our ERGs provide our employees with an opportunity to express their views, facilitate learning on cultural and business topics, and support our employees’ personal growth, professional development, and community impact. All of our ERGs are open to all salaried employees in the U.S. and, where indicated below, in Canada and Mexico.
This ERG includes employees in the U.S., Canada, and Mexico. ● YOUNG PROFESSIONALS ERG: Working to leverage their unique capabilities as engaged, enthusiastic, and business driven young professionals to strengthen Conagra’s culture and talent.
This ERG includes employees in the U.S., Canada, and Mexico. ● YOUNG PROFESSIONALS ERG: Working to leverage their unique capabilities as engaged, enthusiastic, and business driven young professionals to strengthen Conagra’s culture and talent. This ERG includes employees from the U.S. and Canada.
As of May 26, 2024, our ERGs and their stated goals consisted of: ● ASIAN ERG: Working to expand awareness through the celebration of Asian culture and heritage across Conagra. ● BLACK ERG: Supporting the African American community through personal and professional development, community involvement, and supporting all aspects of Conagra’s mission, vision, and values. ● DISABILITY + ALLY ERG: Seeking to lead with a cross-disability perspective and prioritizing the fulfillment of access needs of group members. ● LATINX ERG: Striving to be a catalyst for Hispanic and Latinx professional development, business growth, and community impact. ● LGBTQ+ ALLY ERG: Influencing, engaging, and promoting LGBTQ+ inclusion at Conagra – supporting a work environment where everyone can be comfortable bringing their full selves to work every day. ● VETERANS ERG: Supporting, promoting, and assisting veterans in professional development and career growth at Conagra, while supporting Conagra’s initiatives that are directly related to veterans and the military. ● WOMEN ERG: Empowering women professionally by supporting development opportunities, building strong networks and allyship across Conagra, giving back to the community, and advocating around issues that are impactful to women.
As of May 25, 2025, our ERGs and their stated goals consisted of: ● ASIAN ERG: Working to expand awareness through the celebration of Asian culture and heritage across Conagra. ● BLACK ERG: Supporting the African American community through personal and professional development, community involvement, and supporting all aspects of Conagra’s mission, vision, and values. ● DISABILITY + ALLY ERG: Seeking to lead with a cross-disability perspective and prioritizing the fulfillment of access needs of group members. ● LATINX ERG: Striving to be a catalyst for Hispanic and Latinx professional development, business growth, and community impact. ● LGBTQ+ ALLY ERG: Influencing, engaging, and promoting LGBTQ+ inclusion at Conagra – supporting a work environment where everyone can be comfortable bringing their full selves to work every day. ● VETERANS ERG: Supporting, promoting, and assisting veterans in professional development and career growth at Conagra, while supporting Conagra’s initiatives that are directly related to veterans and the military. ● WOMEN ERG: Empowering women professionally by supporting development opportunities, building strong networks and allyship across Conagra, giving back to the community, and advocating around issues that are impactful to women.
Our operations, our products, and our practices are subject to various federal, state, local, and international laws and regulations and related regulatory oversight by various government agencies, including, but not limited to, the United States Department of Agriculture, the Federal Food and Drug Administration, the Federal Trade Commission, the Consumer Product Safety Commission, the Occupational Safety and Health Administration, the Environmental 2 Table of Contents Protection Agency, the Department of Labor, and various other federal, state, local, and international authorities (including government authorities in Canada and Mexico).
Our operations, our products, and our practices are subject to various federal, state, local, and international laws and regulations and related regulatory oversight by various government agencies, including the United States Department of Agriculture, the Federal Food and Drug Administration, the Federal Trade Commission, the Consumer Product Safety Commission, the Occupational Safety and Health Administration, the Environmental Protection Agency, the 2 Table of Contents Department of Labor, and various other federal, state, local, and international authorities (including government authorities in Canada and Mexico).
We leverage our six timeless values, which form the framework of our Company culture, to guide our approach to human capital management: ● Integrity: Do the right things and do things right ● External Focus: Center on the consumer, customer, competitor, and investor ● Broad-Mindedness: Seek out and respect varied perspectives; embrace collaboration and assume positive intent ● Agility: Convert insights into action with the speed of an entrepreneur ● Leadership: Simplify, make decisions, inspire others, and act like an owner ● Results: Leverage a “refuse-to-lose” obsession with impact and value creation As of May 26, 2024, we had approximately 18,500 employees, primarily in the United States.
We leverage our six timeless values, which form the framework of our Company culture, to guide our approach to human capital management: ● Integrity: Do the right things and do things right ● External Focus: Center on the consumer, customer, competitor, and investor ● Broad-Mindedness: Seek out and respect varied perspectives; embrace collaboration and assume positive intent ● Agility: Convert insights into action with the speed of an entrepreneur ● Leadership: Simplify, make decisions, inspire others, and act like an owner ● Results: Leverage a “refuse-to-lose” obsession with impact and value creation As of May 25, 2025, we had approximately 18,300 employees, primarily in the United States.
Approximately 46% of our employees are parties to collective bargaining agreements. We believe our relationships with employees and their representative organizations are good. Safety and Health The health and safety of our employees is our top priority.
Approximately 44% of our employees are parties to collective bargaining agreements. We believe our relationships with employees and their representative organizations are good. Safety and Health The health and safety of our employees is our top priority.
Employees also have access to coaching, feedback, and leadership support; employees are encouraged to establish mentoring relationships across the enterprise. Engagement, Diversity & Inclusion: We believe our focus on broad-mindedness, one of our timeless values, fosters a culture of collaboration and engagement. We encourage our employees to engage with leaders, managers, and peers and to share their individual perspectives.
Employees also have access to coaching, feedback, and leadership support; employees are encouraged to establish mentoring relationships across the enterprise. 4 Table of Contents Engagement: We believe our focus on broad-mindedness, one of our timeless values, fosters a culture of collaboration and engagement. We encourage our employees to engage with leaders, managers, and peers and to share their individual perspectives.
Eboli served as the Head of Supply Chain, North America for The Unilever Group, where he was responsible for overseeing manufacturing facilities and co-manufacturers producing personal care, food and ice cream products as well as the related planning, procurement, manufacturing, engineering, logistics, quality, manufacturing excellence and customer service functions. Thomas M.
Eboli served as the Head of Supply Chain, North America for The Unilever Group, where he was responsible for overseeing manufacturing facilities and contract 6 Table of Contents manufacturers producing personal care, food and ice cream products as well as the related planning, procurement, manufacturing, engineering, logistics, quality, manufacturing excellence and customer service functions. Thomas M.
Charisse Brock has served as Executive Vice President and Chief Human Resources Officer since November 2015 and previously served as Senior Vice President and Interim Chief Human Resources Officer from August 2015 until November 2015. Prior 6 Table of Contents to serving in these roles, Ms.
Charisse Brock has served as Executive Vice President and Chief Human Resources Officer since November 2015 and previously served as Senior Vice President and Interim Chief Human Resources Officer from August 2015 until November 2015. Prior to serving in these roles, Ms.
During fiscal 2024, our Occupational Safety and Health Administration Incident Rate was 1.40 incidents per 100 full-time workers, as compared to 1.58 incidents per 100 full-time workers in fiscal 2023 and 1.67 incidents per 100 full-time workers in fiscal 2022. There were no incidents of fatalities involving Conagra employees in fiscal 2024, 2023, and 2022.
During fiscal 2025, our Occupational Safety and Health Administration Incident Rate was 1.32 incidents per 100 full-time workers, as compared to 1.40 incidents per 100 full-time workers in fiscal 2024 and 1.58 incidents per 100 full-time workers in fiscal 3 Table of Contents 2023. There were no incidents of fatalities involving Conagra employees in fiscal 2025, 2024, and 2023.
Our largest customer, Walmart, Inc. and its affiliates, accounted for approximately 28% of consolidated net sales for fiscal 2024 and 2023 and 27% for fiscal 2022.
Our largest customer, Walmart, Inc. and its affiliates, accounted for approximately 29% of consolidated net sales for fiscal 2025 and 28% for fiscal 2024 and 2023.
Conagra has made differential investments in our recruitment tools and our talent acquisition programs to help us continue to attract the right candidates. ● We have implemented new technology that enhances our recruiting efforts while also simplifying the application process for prospective candidates. ● We modernized our marketing materials to capture and communicate the employee value proposition Conagra offers. ● We added resources and enhanced our processes to improve and streamline recruiting efforts at our manufacturing facilities. ● We continue to leverage data and key metrics to drive priorities and strategically focus recruiting efforts and talent acquisition resources across the enterprise.
Conagra has made differential investments in our recruitment tools and our talent acquisition programs to help us continue to attract the right candidates. ● We utilize technology to enhance our recruiting efforts while also simplifying the application process for prospective candidates. ● We design our marketing materials to capture and communicate the employee value proposition Conagra offers. ● We maintain sufficient resources and utilize processes seeking to streamline recruiting and on-boarding at our manufacturing facilities. ● We leverage data and key metrics to drive priorities and strategically focus recruiting efforts and talent acquisition resources across the enterprise.
We compare our incident rate to that of the average for companies in the food manufacturing sector, as published by the Bureau of Labor Statistics.
We compare our incident rate to that of the average for companies in the food manufacturing sector, as published by the Bureau of Labor Statistics. In each of the last three fiscal years, our incident rate has been below the industry average.
Connolly has served as our President and Chief Executive Officer and a member of the Board since April 6, 2015.
Johnson ​ Senior Vice President and Corporate Controller ​ 43 ​ 2023 ​ Sean M. Connolly has served as our President and Chief Executive Officer and a member of the Board since April 6, 2015.
Marberger ​ Executive Vice President and Chief Financial Officer ​ 59 ​ 2016 Carey L. Bartell ​ Executive Vice President, General Counsel and Corporate Secretary ​ 50 ​ 2022 Charisse Brock ​ Executive Vice President, Chief Human Resources Officer ​ 62 ​ 2015 Alexandre O. Eboli ​ Executive Vice President, Chief Supply Chain Officer ​ 52 ​ 2021 Thomas M.
Connolly ​ President and Chief Executive Officer ​ 59 ​ 2015 David S. Marberger ​ Executive Vice President and Chief Financial Officer ​ 60 ​ 2016 Carey L. Bartell ​ Executive Vice President, General Counsel and Corporate Secretary ​ 51 ​ 2022 Charisse Brock ​ Executive Vice President, Chief Human Resources Officer ​ 63 ​ 2015 Alexandre O.
In each of the last three fiscal years, our incident rate has been below the industry average. 3 Table of Contents Human Capital Management We have implemented key recruitment, development, engagement, and retention strategies and objectives to guide our human capital management approach. These strategies and objectives are advanced through a number of programs, policies, and initiatives.
Human Capital Management We have implemented key recruitment, development, engagement, and retention strategies and objectives to guide our human capital management approach. These strategies and objectives are advanced through a number of programs, policies, and initiatives.
Recruitment: We believe Conagra offers one of the most impactful, energized and inclusive cultures in the food industry and provides a comprehensive employee experience for a long and prosperous career.
Recruitment: We believe Conagra offers one of the most impactful, energized and inclusive cultures in the food industry and provides a comprehensive employee experience for a long and prosperous career. Our team is driven by collaboration, innovation, and a desire to grow and we support our employees with the tools they need to succeed and thrive in their careers.
We offer a wide range of benefits across areas such as health, family, finance, community, and time away, including healthcare and wellness benefits such as employee assistance programs supporting mental health, adoption assistance, family care resources, a 401(k) plan, family leave, and paid time off.
We offer a wide range of benefits across areas such as health, family, finance, community, and time away, including healthcare and wellness benefits such as employee assistance programs supporting mental health, adoption assistance, family care resources, a 401(k) plan, family leave, and paid time off. 5 Table of Contents Information About Our Executive Officers The names, ages, and positions of our executive officers, as of July 10, 2025, are listed below: Name Title & Capacity Age Year First Appointed an Executive Officer Sean M.
McGough ​ Executive Vice President and Chief Operating Officer ​ 59 ​ 2013 Noelle O’Mara ​ Executive Vice President and President New Platforms and Acquisitions ​ 45 ​ 2024 William E. Johnson ​ Senior Vice President and Corporate Controller ​ 42 ​ 2023 ​ Sean M.
Eboli ​ Executive Vice President, Chief Supply Chain Officer ​ 53 ​ 2021 Thomas M. McGough ​ Executive Vice President and Chief Operating Officer ​ 60 ​ 2013 Noelle O’Mara ​ Executive Vice President and President New Platforms and Acquisitions ​ 46 ​ 2024 William E.
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Human Capital Resources At Conagra, we believe that our employees are the driving force behind our success and that the success and growth of our business depends in large part on our ability to attract, develop, and retain a diverse population of talented and high-performing employees at all levels of our organization.
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Human Capital Resources At Conagra, through our caring and performance-driven culture, we seek to motivate employees to contribute their best and to recognize and reward them based on their achievements and contributions toward our business success.
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In September 2023, we launched a new structured survey, released on a quarterly basis, to better understand employee engagement and how employees experience our culture. 4 Table of Contents Additionally, we believe that it is a competitive advantage to cultivate an inclusive culture of belonging where diverse backgrounds, perspectives, styles, and opinions are leveraged to drive innovation and growth.
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Leveraging diversity of thought, skills, and lived experiences helps us to maintain a competitive advantage and strengthens our portfolio and capabilities, fueling Conagra’s success today and in the future. By taking this approach, we achieve a high sense of belonging, where all of our employees feel valued, respected, and supported.
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At Conagra, diversity is measured by more than age, race, gender, sexual orientation, and disability. All backgrounds, perspectives, styles, and opinions are valued and belong at Conagra.
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We maintain a structured employee survey program to better understand employee engagement and how employees experience our culture. Our eight employee-led Employee Resource Groups (ERGs) contribute to an engaged and inclusive culture at Conagra.
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Our recipe for inclusion consists of five key ingredients: ● GENUINE LISTENING: We make a conscious effort to learn new things by listening to what others have to say and seeking to understand how others think and feel.
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Additionally, through our holistic approach to benefits and wellness, we provide our employees with resources to help them thrive.
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Although we may not always agree, we respect each other and acknowledge the power of different points of view. ● MUTUAL RESPECT: We cultivate a workplace where people trust and respect one another, where no one feels they need to bend out of shape to fit in.
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We always assume positive intent and recognize that individuals have valuable contributions to make. ● HEALTHY DEBATE: We actively encourage new ideas and ask questions to challenge the status quo.
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We accept that sometimes, the best results evolve from rigorous debate, a bit of tension and a bit of discomfort. ● COMPROMISE: We stay focused on our goals and are collectively decisive once the input has been heard and considered. ● CIVILITY: We disagree with respect.
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We seek common ground as a starting point for dialogue about differences, listening past one’s preconceptions and teaching others to do the same. We believe this recipe nourishes our inclusive culture by encouraging openness, acceptance, and individual authenticity. Our eight employee-led Employee Resource Groups (ERGs) are intended to contribute to an engaged and inclusive culture at Conagra.
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This ERG includes employees from the U.S. and Canada. 5 Table of Contents Compensation, Benefits, and Wellness: We offer competitive compensation and benefits to attract and retain the best talent and to support the overall well-being of our employees.
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Information About Our Executive Officers The names, ages, and positions of our executive officers as of July 11, 2024 are listed below: Name Title & Capacity Age Year First Appointed an Executive Officer Sean M. Connolly ​ President and Chief Executive Officer ​ 58 ​ 2015 David S.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeIn addition, substantial growth in e-commerce has encouraged the entry of new competitors and business models, intensifying competition by simplifying distribution and lowering barriers to entry. The expanding presence of e-commerce retailers has impacted, and may continue to impact, consumer preferences and market dynamics, which in turn may negatively affect our sales or profits.
Biggest changeThere is no guarantee that our advertising and promotional activities will be successful or that our competitors will not engage in more aggressive advertising and promotion activities which could negatively impact our sales volumes. In addition, substantial growth in e-commerce has encouraged the entry of new competitors and business models, intensifying competition by simplifying distribution and lowering barriers to entry.
These economic factors could continue to impact our business and operations in a variety of ways, including as follows: ● consumers shifting purchases to more generic, lower-priced, or other value offerings, or foregoing certain purchases altogether during economic downturns, which could result in a reduction in sales of higher margin products, or a shift in our product mix to lower margin offerings adversely affecting the results of our operations; ● decreased demand in the restaurant business, particularly casual and fine dining, may adversely affect our Foodservice operations; ● volatility in commodity and other input costs could substantially impact our result of operations; ● volatility in the equity markets or interest rates could substantially impact our pension costs and required pension contributions; ● rising interest rates may adversely impact our results of operations; and ● it may become more costly or difficult to obtain debt or equity financing to fund operations or investment opportunities, or to refinance our debt in the future, in each case on terms and within a time period acceptable to us.
These economic factors could continue to impact our business and operations in a variety of ways, including as follows: ● consumers shifting purchases to more generic, lower-priced, or other value offerings, or foregoing certain purchases altogether during economic downturns, which could result in a reduction in sales of higher margin products, or a shift in our product mix to lower margin offerings adversely affecting the results of our operations; ● volatility in commodity and other input costs could substantially impact our result of operations; ● rising interest rates may adversely impact our results of operations; ● decreased demand in the restaurant business, particularly casual and fine dining, may adversely affect our Foodservice operations; ● volatility in the equity markets or interest rates could substantially impact our pension costs and required pension contributions; and ● it may become more costly or difficult to obtain debt or equity financing to fund operations or investment opportunities, or to refinance our debt in the future, in each case on terms and within a time period acceptable to us .
Changes in legal or regulatory requirements (such as new food safety requirements, new food labeling requirements for allergens and nutrition information, updated requirements for the use of “healthy” in connection with our food products, and bans on certain food ingredients or packaging materials), evolving interpretations of existing legal or regulatory requirements, or changes in enforcement priorities may result in increased compliance costs, capital expenditures, higher production costs, and other financial obligations that could adversely affect our business or financial results.
Changes in legal or regulatory requirements (such as new food safety requirements, new food labeling requirements for allergens, ingredients, and nutrition information, updated requirements for the use of “healthy” in connection with our food products, and bans on certain food ingredients or packaging materials), evolving interpretations of existing legal or regulatory requirements, or changes in enforcement priorities may result in increased compliance costs, capital expenditures, higher production costs, and other financial obligations that could adversely affect our business or financial results.
Our acquisition, joint venture and investment activities may present certain risks, including diversion of management attention from existing businesses, difficulties integrating personnel and financial and other systems, effective and immediate implementation of control environment processes across our employee population, adverse effects on existing business relationships with suppliers and customers, inaccurate estimates of fair value made in the accounting for acquisitions and amortization of acquired intangible assets which would reduce future reported earnings, potential loss of customers or key employees, and indemnities and potential disputes with sellers, joint venture partners and investment targets.
Our acquisition, divestiture, joint venture and investment activities may present certain risks, including diversion of management attention from existing businesses, difficulties integrating personnel and financial and other systems, effective and immediate implementation of control environment processes across our employee population, adverse effects on existing business relationships with suppliers and customers, inaccurate estimates of fair value made in the accounting for acquisitions and amortization of acquired intangible assets which would reduce future reported earnings, potential loss of customers or key employees, and indemnities and potential disputes with sellers, joint venture partners and investment targets.
Although our products are manufactured in North America and we source the significant majority of our ingredients and raw materials from North America, global supply has at times been and may continue to be constrained, which has caused and may continue to cause the price of certain ingredients and raw materials used in our products to increase and/or we may experience disruptions to our operations.
Although most of our products are manufactured in North America and we source the significant majority of our ingredients and raw materials from North America, global supply has at times been and may continue to be constrained, which has caused and may continue to cause the price of certain ingredients and raw materials used in our products to increase and/or we may experience disruptions to our operations.
The marketing of food products has come under increased regulatory scrutiny in recent years, and the food industry has been subject to an increasing number of proceedings and claims relating to alleged false or deceptive labeling and marketing under federal, state and foreign laws or regulations.
The marketing of food products has come under increased regulatory scrutiny in recent years, and the food industry has been subject to an increasing number of proceedings, investigations, and claims relating to alleged false or deceptive labeling and marketing under federal, state and foreign laws or regulations.
Impairments to goodwill and other intangible assets may be caused by multiple factors including increasing competitive pressures, reduced demand for our products, disruption in our operations as a result of internal and external events including disruptions involving co-manufacturing arrangements, lower than expected revenue and profit growth rates, changes in industry earnings before interest, taxes, depreciation and amortization multiples, changes in discount rates based on changes in cost of capital (interest rates, etc.), or the bankruptcy of a significant customer.
Impairments to goodwill and other intangible assets may be caused by multiple factors including increasing competitive pressures, reduced demand for our products, disruption in our operations as a result of internal and external events including disruptions involving contract manufacturing arrangements, lower than expected revenue and profit growth rates, changes in industry earnings before interest, taxes, depreciation and amortization multiples, changes in discount rates based on changes in cost of capital (interest rates, etc.), or the bankruptcy of a significant customer.
Strategic Transactions Risks If we are unable to successfully identify, complete or realize the benefits from strategic acquisitions, divestitures, joint ventures or investment, our financial results could be materially and adversely affected. From time to time, we evaluate acquisition candidates that may strategically fit our business objectives.
Strategic Transactions Risks If we are unable to successfully identify, complete or realize the benefits from strategic acquisitions, divestitures, joint ventures or investments, our financial results could be materially and adversely affected. From time to time, we evaluate acquisition candidates that may strategically fit our business objectives.
In addition, if we transition functions to one or more new, or among existing, external service providers, we may experience challenges such as delays, errors, additional costs, service interruptions, and disruptions to our operations that could have a material adverse effect on our results of operations or financial condition. 14 Table of Contents Our operations are dependent on a wide array of third parties.
In addition, if we transition functions to one or more new, or among existing, external service providers, we may experience challenges such as delays, errors, additional costs, service interruptions, and disruptions to our operations that could have a material adverse effect on our results of operations or financial condition. Our operations are dependent on a wide array of third parties.
A downgrade to our credit ratings would increase our borrowing costs and could affect our ability to issue debt and access the commercial paper markets, which we actively utilized in fiscal 2024 for our ongoing funding requirements.
A downgrade to our credit ratings would increase our borrowing costs and could affect our ability to issue debt and access the commercial paper markets, which we actively utilized in fiscal 2025 for our ongoing funding requirements.
Many of the components of our cost of goods sold are subject to price increases that are attributable to factors beyond our control, including but not limited to, global economic conditions, trade barriers or restrictions, supply chain disruptions, changes in crop size, product scarcity, demand dynamics, currency rates, water supply, weather conditions, import and export requirements, and other factors.
Many of the components of our cost of goods sold are subject to price increases that are attributable to factors beyond our control, including global economic conditions, trade barriers or restrictions, supply chain disruptions, changes in crop size, product scarcity, demand dynamics, currency rates, water supply, weather conditions, import and export requirements, and other factors.
Continued inflation, rising interest rates, decreased availability of capital, volatility in financial markets, declining consumer spending rates, recessions, decreased energy availability and increased energy costs (including fuel surcharges) have in the past caused and could 11 Table of Contents continue to cause challenges for us, our suppliers, vendors, customers and consumers of our products and may negatively impact our profitability.
Continued inflation, rising interest rates, decreased availability of capital, volatility in financial markets, declining consumer spending rates, recessions, decreased energy availability and increased energy costs (including fuel surcharges) have in the past caused and could continue to cause challenges for us, our suppliers, vendors, customers and consumers of our products and may negatively impact our profitability.
The success of our end-to-end supply chain relies on the continued performance of a wide array of third parties. Suppliers, co-manufacturers, third-party outsourcers, warehousing partners, and transportation providers are among our critical partners.
The success of our end-to-end supply chain relies on the continued performance of a wide array of third parties. Suppliers, contract manufacturers, third-party outsourcers, warehousing partners, and transportation providers are among our critical partners.
If we are unsuccessful in defending against such claims, we may be subject to, among other things, significant damages, injunctions against development and sale of certain products, or we may be required to enter into costly licensing agreements, any of which could have an adverse impact on our business, financial condition, and results of operations.
If we are unsuccessful in defending against such claims, we may be subject to significant damages, injunctions against development and sale of certain products, or we may be required to enter into costly licensing agreements, any of which could have an adverse impact on our business, financial condition, and results of operations.
We cannot guarantee that our business will generate sufficient cash flow from our operations or that future borrowings will be available to us in an amount sufficient to enable us to make payments of our debt, fund other liquidity needs, make planned capital expenditures, or return cash to stockholders. Our level of debt could have important consequences.
We cannot guarantee that our business will generate sufficient cash flow from our operations or that future borrowings will be available to us in an amount sufficient to enable us to make payments of our debt, fund other liquidity needs, make planned capital expenditures, or return cash to stockholders. 11 Table of Contents Our level of debt could have important consequences.
Our businesses periodically enter into co-manufacturing arrangements with manufacturers of products. The terms of these agreements vary. Although many agreements are for a relatively short period of time, some of the co-manufacturing agreements are for extended periods.
Our businesses periodically enter into contract manufacturing arrangements with manufacturers of products. The terms of these agreements vary. Although many agreements are for a relatively short period of time, some of the contract manufacturing agreements are for extended periods.
A significant increase in our wage and benefit costs, pension obligations, or future funding requirements could have a negative impact on our results of operations and cash flows from operations. Goodwill or Other Intangible Assets Risks Impairment in the carrying value of goodwill or other intangibles could result in the incurrence of impairment charges and negatively impact our net worth.
A significant increase in our wage and benefit costs, pension obligations, or future funding requirements could have a negative impact on our results of operations and cash flows from operations. 18 Table of Contents Goodwill or Other Intangible Assets Risks Impairment in the carrying value of goodwill or other intangibles could result in the incurrence of impairment charges and negatively impact our net worth.
Increased employee turnover results in significant time and expense relating to identifying, recruiting, hiring, relocating and integrating qualified individuals. High employee turnover of key personnel may deplete our institutional knowledge base and erode our competitiveness. 17 Table of Contents We compete with other companies both within and outside of our industry for talented personnel.
Increased employee turnover results in significant time and expense relating to identifying, recruiting, hiring, relocating and integrating qualified individuals. High employee turnover of key personnel may deplete our institutional knowledge base and erode our competitiveness. We compete with other companies both within and outside of our industry for talented personnel.
Additionally, negative reaction to our marketing and advertising, including our social media content, could result in damage to our brands and reputation. 12 Table of Contents Failure to comply with local laws and regulations, to maintain an effective system of internal controls or to provide accurate and timely financial information could also hurt our reputation.
Additionally, negative reaction to our marketing and advertising, including our social media content, could result in damage to our brands and reputation. Failure to comply with local laws and regulations, to maintain an effective system of internal controls or to provide accurate and timely financial information could also hurt our reputation.
Our acquisition, joint venture and investment activities may present financial, managerial, and operational risks.
Our acquisition, divestiture, joint venture and investment activities may present financial, managerial, and operational risks.
Additionally, we have licensed certain of our intellectual property rights to third parties, such as Alexia ® and Marie Callender’s ® . While many of these licensing arrangements 19 Table of Contents are perpetual in nature, others must be periodically renegotiated or renewed pursuant to their terms.
Additionally, we have licensed certain of our intellectual property rights to third parties, such as Alexia ® and Marie Callender’s ® . While many of these licensing arrangements are perpetual in nature, others must be periodically renegotiated or renewed pursuant to their terms.
Examples of such factors include, but are not limited to, evolving regulatory and other standards, processes, and assumptions, the pace of scientific and technological developments, increased costs and the availability of requisite financing, market trends that may alter business opportunities, the conduct of third-party manufacturers and suppliers, constraint or disruptions to our supply chain, and changes in carbon markets or carbon taxes.
Examples of such factors include evolving regulatory and other standards, processes, and assumptions, the pace of scientific and technological developments, increased costs and the availability of requisite financing, market trends that may alter business opportunities, the conduct of third-party manufacturers and suppliers, constraint or disruptions to our supply chain, and changes in carbon markets or carbon taxes.
While we maintain a cyber insurance policy that provides coverage for security incidents, we cannot be certain that our coverage will be adequate for liabilities actually incurred, that insurance will continue to be available to us on financially reasonable terms, or at all, or that any insurer will not deny coverage as to any future claim.
While we maintain a cyber insurance policy that provides coverage for security incidents, we cannot be certain that our coverage will be adequate for liabilities actually incurred, that insurance will continue to be available to us on financially reasonable terms, or at 17 Table of Contents all, or that any insurer will not deny coverage as to any future claim.
We may experience volatile earnings as a result of these accounting treatments. Operating Risks Supply chain disruptions have in the past and could continue to negatively impact our profitability.
We may experience volatile earnings as a result of these accounting treatments. 9 Table of Contents Operating Risks Supply chain disruptions have in the past and could continue to negatively impact our profitability.
While we believe we have identified and discussed below the key risk factors affecting our business, there may be additional risks and uncertainties that are not 7 Table of Contents presently known or that are not currently believed to be significant that may adversely affect our business, performance, or financial condition in the future.
While we believe we have identified and discussed below the key risk factors affecting our business, there may be additional risks and uncertainties that are not presently known or that are not currently believed to be significant that may adversely affect our business, performance, or financial condition in the future.
Further escalations of geopolitical tensions related to military conflicts, including increased trade barriers or restrictions on global trade, could also result in, among other things, cyberattacks, supply disruptions, lower consumer demand, and changes to foreign exchange rates and financial markets, any of which may adversely affect our business and supply chain.
Further escalations of geopolitical tensions related to military conflicts, including increased or fluctuating trade barriers or restrictions on global trade, could also result in cyberattacks, supply or distribution disruptions, lower consumer demand, and changes to foreign exchange rates and financial markets, any of which may adversely affect our business and supply chain.
Additionally, we may face increased pressure from customers, consumers, investors, activists and other stakeholders to modify our products or operations away from ingredients or activities that are considered to have a higher impact on climate change.
Additionally, we may face increased pressure from customers, consumers, investors, activists and other stakeholders to modify our products or operations away 16 Table of Contents from ingredients or activities that are considered to have a higher impact on climate change.
Our failure to comply with applicable laws and regulations could subject us to lawsuits, administrative penalties, and civil remedies, including fines, injunctions, and recalls of our products.
Our failure to comply with applicable laws and regulations could subject us to investigations, enforcement actions, lawsuits, administrative penalties, and civil remedies, including fines, injunctions, and recalls of our products.
Our future ability to enter into co-manufacturing arrangements is not guaranteed, and an inability for the Company to obtain favorable co-manufacturing pricing or a decrease in co-manufacturing availability or production capacity could have a significant negative impact on sales volume. As we outsource certain functions, we become more dependent on the third parties performing those functions.
Our future ability to enter into or maintain contract manufacturing arrangements is not guaranteed, and an inability for the Company to obtain favorable contract manufacturing pricing or sufficient contract manufacturing availability or production capacity could have a significant negative impact on sales volume. As we outsource certain functions, we become more dependent on the third parties performing those functions.
Our business is subject to a variety of governmental laws and regulations, including food and drug laws, environmental laws, laws related to advertising and marketing practices, accounting standards, taxation requirements, competition laws, employment laws, data privacy laws, human rights laws, and anti-corruption laws, among others, in and outside of the United States.
Our business is subject to a variety of governmental laws, regulations and executive orders, including food and drug laws, environmental laws, laws related to advertising and marketing practices, accounting standards, taxation requirements, competition laws, labor and employment laws, data privacy laws, human rights laws, and anti-corruption laws in and outside of the United States.
If any of these third-party service providers do not perform according to the terms of the agreements, or if we fail to adequately monitor their performance, we may not be able to achieve the expected cost savings or we may have to incur additional costs to correct errors made by such service providers, and our reputation could be harmed.
If any of these third-party service providers do not perform according to the terms of the agreements, or if we fail to adequately monitor their performance, including their use of new artificial intelligence technologies, we may not be able to achieve the expected cost savings or we may have to incur additional costs to correct errors made by such service providers, and our reputation could be harmed.
We continue to implement initiatives to counteract these pressures. However, if the larger size of these customers results in additional negotiating strength and/or increased private label or store brand competition, our profitability could decline. Consolidation also increases the risk that adverse changes in our customers’ business operations or financial performance will have a corresponding material adverse effect on us.
However, if the larger size of these customers results in additional negotiating strength and/or increased private label or store brand competition, our profitability could decline. Consolidation also increases the risk that adverse changes in our customers’ business operations or financial performance will have a corresponding material adverse effect on us.
Our operations are subject to various laws and regulations administered by federal, state, local and foreign government agencies, including, but not limited to, the United States Department of Agriculture, the Federal Food and Drug Administration, the Federal Trade Commission, the Consumer Product Safety Commission, the Occupational Safety and Health Administration, the Environmental Protection Agency, and the Department of Labor.
Our 15 Table of Contents operations are subject to various laws and regulations administered by federal, state, local and foreign government agencies, including the United States Department of Agriculture, the Federal Food and Drug Administration, the Federal Trade Commission, the Consumer Product Safety Commission, the Occupational Safety and Health Administration, the Environmental Protection Agency, and the Department of Labor.
Our margins and profits could decrease if a reduction in prices or increased costs are not counterbalanced with increased sales volume. In fiscal 2024, we made targeted investments in advertising and promotions in response to market conditions.
Our margins and profits could decrease if a reduction in prices or increased costs are not counterbalanced with increased sales volume. In fiscal 2025, we continued to make targeted investments in advertising and promotions in response to market conditions.
Our reputation could also be adversely impacted by any of the following, or by adverse publicity (whether or not valid) relating thereto: product recalls, the failure to maintain high ethical, social, and environmental standards for all of our operations and activities including our expectations for our supply chain regarding ethical sourcing; the failure to achieve any stated goals with respect to the nutritional profile of our products; our research and development efforts; or our environmental impact, including use of agricultural materials, packaging, energy use, and waste management.
Our reputation could also be adversely impacted by any of the following, or by adverse publicity (whether or not valid) relating thereto: product recalls; claims asserted regarding the health implications of certain food products, specific ingredients, food packaging, or food production methods; the failure to maintain high ethical, social, and environmental standards or achieve stated goals for our operations and activities, including our expectations for our supply chain regarding ethical sourcing; the failure to achieve any stated goals with respect to the nutritional profile of our products; our research and development efforts; or our environmental impact, including use of agricultural materials, packaging, energy use, and waste management.
If our products fail to meet changing consumer preferences or habits, or if we fail to introduce new and improved products on a timely basis, then the return on that investment will be less than anticipated and our strategy to grow sales and profits with investments in acquisitions, marketing, and innovation will be less successful.
If our products fail to meet changing consumer preferences or habits or are not perceived by consumers as delivering value, or if we fail to introduce new and improved products on a timely basis, then the return on that investment will be less than anticipated and our strategy to grow sales and profits with investments in acquisitions, marketing, and innovation will be less successful.
Additionally, although we have no direct operations in Russia, Ukraine, Israel, elsewhere in the Middle East, China, or Taiwan, we have experienced, or may experience, shortages in materials from these regions, increased costs for transportation, energy, and raw materials from and in these regions, and reduced consumer confidence and consumption in these regions due in part to the negative impact of military conflicts and rising tensions in these areas on the global economy.
Additionally, although we have no direct operations in Russia, Ukraine, the Middle East, China, or Taiwan, we have experienced, or may experience, shortages in materials from these regions, increased tariffs, sanctions or restrictions relating to these areas, and increased costs or volatility relating to transportation, energy, and raw materials impacted by these regions, and reduced consumer confidence and consumption in these regions due in part to the negative impact of military conflicts and rising tensions in these areas on the global economy.
In addition, larger retailers have the scale to develop supply chains that permit them to operate with reduced inventories or to develop and market their own retailer brands. These customers may also in the future use more of their shelf space, currently used for our products, for their store 13 Table of Contents brand products.
In addition, larger retailers have the scale to develop supply chains that permit them to operate with reduced inventories or to develop and market their own retailer brands. These customers may also in the future use more of their shelf space, currently used for our products, for their store brand products. We continue to implement initiatives to counteract these pressures.
Changes in applicable laws or regulations or evolving interpretations thereof, including increased government regulations to limit carbon dioxide and other greenhouse gas emissions as a result of concern over climate change, may result in increased compliance costs, capital expenditures, and other financial obligations for us, which could affect our profitability or impede the production or distribution of our products, and affect our net operating revenues. 15 Table of Contents Climate change, or legal, regulatory, or market measures to address climate change, may negatively affect our business and operations.
Changes in applicable laws or regulations or evolving interpretations thereof, including increased government regulations to limit carbon dioxide and other greenhouse gas emissions as a result of concern over climate change, may result in increased compliance costs, capital expenditures, and other financial obligations for us, which could affect our profitability or impede the production or distribution of our products, and affect our net operating revenues.
Even if a product liability or labeling claim is unsuccessful or is not fully pursued, the negative publicity surrounding any assertion that our products caused illness or injury could adversely affect our reputation with existing and potential customers and our corporate and brand image.
Even if a product liability or labeling claim is unsuccessful or is not fully pursued, we may incur significant costs defending against such claims and the negative publicity surrounding any assertion that our products caused illness or injury could adversely affect our reputation with existing and potential customers and our corporate and brand image.
As of May 26, 2024, we had goodwill of $10.58 billion and other intangibles of $2.71 billion. The net carrying value of goodwill represents the fair value of acquired businesses in excess of identifiable assets and liabilities as of the acquisition date (or subsequent impairment date, if applicable).
As of May 25, 2025, we had goodwill of $10.50 billion and other intangibles of $2.42 billion. The net carrying value of goodwill represents the fair value of acquired businesses in excess of identifiable assets and liabilities as of the acquisition date (or subsequent impairment date, if applicable).
Similarly, demand for our products could be affected by consumer concerns or perceptions regarding the health effects of certain packaging materials (such as per- and polyfluoroalkyl substances commonly referred to as PFAS), ingredients such as colors or preservatives, sodium, trans fats, sugar, genetically modified ingredients, or other product attributes.
Similarly, demand for our 13 Table of Contents products could be affected by consumer concerns or perceptions regarding the health effects of, and changes in regulatory restrictions on, certain packaging materials (such as per- and polyfluoroalkyl substances commonly referred to as PFAS), food production methods, ingredients such as colors or preservatives, sodium, trans fats, sugar, genetically modified ingredients, or other product attributes.
While we continue to take important steps to strive toward mitigation of climate risk and impact on climate change, transitioning our business to adapt to and comply with evolving policy, legal, and regulatory changes may impose substantial operational and compliance burdens. As a result, climate change could negatively affect our business and operations.
While we continue to take important steps to strive toward mitigation of climate risk and the impact of climate change, transitioning our business to adapt to and comply with evolving policy, legal, and regulatory changes may impose substantial operational and compliance burdens.
Our branded products have an advantage over private brand products primarily due to advertising and name recognition, although private brand products typically sell at a discount to those of branded competitors.
We sell branded, private brand, and customized food products, as well as commercially branded foods. Our branded products have an advantage over private brand products primarily due to advertising and name recognition, although private brand products typically sell at a discount to those of branded competitors.
To date, these conflicts have not had a material impact on our business, financial condition, or results of operations, but continued geopolitical turmoil may negatively impact our supply chain and our ability to manufacture or sell our products. The termination or expiration of current co-manufacturing arrangements could reduce our sales volume and adversely affect our results of operations.
To date, these conflicts have not had a material impact on our business, financial condition, or results 14 Table of Contents of operations, but continued geopolitical turmoil may negatively impact our supply chain and our ability to manufacture or sell our products. Dependency on contract manufacturing arrangements could impact our sales volume and adversely affect our results of operations.
Although we have no direct operations in Russia, Ukraine, Israel, elsewhere in the Middle East, China, or Taiwan, we have experienced, or may experience, shortages in materials from these regions, increased costs for transportation, energy, and raw materials from and in these regions, and reduced consumer confidence and consumption in these regions due in part to the negative impact of these conflicts and tensions on the global economy.
Although we have no direct operations in Russia, Ukraine, the Middle East, China, or Taiwan, we have experienced, or may experience, shortages in materials from these regions, increased tariffs, sanctions or restrictions relating to these regions, and resulting increased costs or volatility relating to transportation, energy, and raw materials as a result of impacts from conflicts in these regions, and reduced consumer confidence and consumption due in part to the negative impact of these conflicts and tensions on the global economy.
Consumer preferences evolve over time and the success of our food products depends on our ability to identify the priorities, tastes and dietary habits of consumers and to offer products that appeal to their preferences.
Consumer and Customer Risks We must identify changing consumer preferences and develop and offer food products and packaging to meet their preferences. Consumer preferences evolve over time and the success of our food products depends on our ability to identify the priorities, tastes and dietary habits of consumers and to offer products that appeal to their preferences.
The Federal Food, Drug & Cosmetic Act (including as amended by the Food Safety Modernization Act), the Federal Meat, Poultry Products, and Egg Products Inspection Acts, and their respective regulations govern, among other things, the manufacturing, composition and ingredients, packaging, labeling, and safety of food products.
The Federal Food, 10 Table of Contents Drug & Cosmetic Act (including as amended by the Food Safety Modernization Act), the Federal Meat, Poultry Products, and Egg Products Inspection Acts, and their respective regulations govern aspects of our operations, including the manufacturing, composition and ingredients, packaging, labeling, and safety of food products.
Our business and results of operations have in the past been and may continue to be adversely affected by changes in national or global economic conditions, including inflation, rising interest rates, decreased availability of capital, volatility in financial markets, declining consumer spending rates, recessions, decreased energy availability and increased energy costs (including fuel surcharges), supply chain challenges, labor shortages, the effects of governmental initiatives to manage economic conditions, geopolitical conflicts (including as discussed in the next risk factor), and the negative impacts caused by pandemics, epidemics, and disease, in humans and animals, such as the avian flu.
Our business and results of operations have in the past been and may continue to be adversely affected by changes in national or global stability and economic conditions, including inflation, rising interest rates; changing international trade, tariff, immigration, 7 Table of Contents and tax policies; decreased availability of capital, volatility in financial markets, declining consumer spending rates, declining benefits or increased limitations under government food assistance programs for consumers; rising unemployment; recessions; decreased energy availability and increased energy costs (including fuel surcharges); supply chain challenges; labor shortages; the effects of governmental initiatives to manage economic conditions; geopolitical conflicts (including as discussed in the risk factor below); and the negative impacts caused by pandemics, epidemics, and disease, in humans and animals, such as the avian flu.
Cyberattacks are occurring more frequently, are constantly evolving in nature and are becoming more sophisticated. Additionally, continued geopolitical turmoil, including the Russia-Ukraine military conflict, has heightened the risk of cyberattacks.
Cyberattacks are occurring more frequently, are constantly evolving in nature and are becoming more sophisticated. Additionally, continued geopolitical turmoil and military conflicts have heightened the risk of cyberattacks.
Additionally, these economic conditions may adversely impact some of our customers, suppliers and other vendors who are highly leveraged increasing the risk of uncollectible accounts or trade receivables, extended payment terms, and bankruptcy.
Continued weak economic conditions may adversely impact consumers causing a decrease in demand for our products from our customers and consumers. Additionally, these economic conditions may adversely impact some of our customers, suppliers and other vendors who are highly leveraged increasing the risk of uncollectible accounts or trade receivables, extended payment terms, and bankruptcy.
Additionally, divestitures may present difficulties separating personnel and financial and other systems, possible need for providing transition services to buyers, adverse effects on existing business relationships with suppliers and customers and indemnities and potential disputes with the buyers and others. Any of these factors could adversely affect our product sales, financial condition, and results of operations.
Additionally, divestitures may present difficulties separating personnel and financial and other systems, possible need for providing transition services to buyers, adverse effects on existing business relationships with suppliers and customers and indemnities and potential disputes with the buyers and others.
Commodities are subject to price volatility caused by global economic conditions, trade barriers or restrictions, supply chain disruptions, commodity market fluctuations, supply and demand, currency fluctuations, external conditions such as weather, and changes in governmental agricultural and energy policies and regulations. In addition, recent world events have increased the risks posed by international trade disputes, tariffs, and sanctions.
Commodities are subject to price volatility caused by global economic conditions, trade barriers or restrictions on global trade, supply chain disruptions, commodity market fluctuations, supply and demand, currency fluctuations, external conditions such as weather, and changes in governmental agricultural and energy policies and regulations.
We cannot guarantee that we will continue share repurchases up to the authorized amount, and furthermore, if we do repurchase any of our stock, such action may not result in increased value for our stockholders.
The amount and timing of any stock repurchases will be determined based on multiple factors including stock price, liquidity, economic and market conditions. We cannot guarantee that we will continue share repurchases up to the authorized amount, and furthermore, if we do repurchase any of our stock, such action may not result in increased value for our stockholders.
Any impairment to goodwill or other intangible assets could negatively impact our net worth. 18 Table of Contents Securities Risks We may not repurchase the full share repurchase value currently authorized. The Company's total remaining share repurchase authorization as of May 26, 2024 was $916.6 million of our outstanding common stock.
Any impairment to goodwill or other intangible assets could negatively impact our net worth. Securities Risks We may not repurchase the full share repurchase value currently authorized. The Company’s total remaining share repurchase authorization as of May 25, 2025 was $852.6 million of our outstanding common stock. This authorization does not obligate us to repurchase any shares at any time.
We have experienced and may continue to experience negative impacts to our business ranging from an inability to collect accounts receivable to supply chain disruptions caused by failures of our counterparties to continue as a going concern due to financial and liquidity issues. Competition Risks Increased competition may result in reduced sales or profits. The food industry is highly competitive.
We have experienced and may continue to experience negative impacts to our business ranging from an inability to collect accounts receivable to supply chain disruptions caused by failures of our counterparties to continue as a going concern due to financial and liquidity issues.
Our ability to generate cash, to a certain extent, is subject to general economic, financial, competitive, legislative, regulatory, and other factors that are beyond our control.
Our historical financial results have been, and we anticipate that our future financial results will be, subject to fluctuations. Our ability to generate cash, to a certain extent, is subject to general economic, financial, competitive, legislative, regulatory, and other factors that are beyond our control.
Consumer response to our products may be influenced by a growing number and complexity of factors influencing consumer purchasing decisions beyond taste, nutrition and value, including concerns of consumers regarding broader health and wellness perceptions, obesity, product attributes, sourcing of packaging materials, use of organic or natural ingredients, human rights impacts, environmental impacts, recyclability of packaging and local sourcing of ingredients.
Consumer response to our products may be influenced by a growing number and complexity of factors (as well as media, social media, and regulatory activity impacting such factors), including taste, nutrition, pack and portion sizes, and concerns of consumers regarding broader health and wellness perceptions, obesity, product attributes, ingredients, food production methods, sourcing of packaging materials, use of organic or natural ingredients, human rights impacts, environmental impacts, recyclability of packaging and local sourcing of ingredients.
There is growing concern that carbon dioxide and other greenhouse gases in the atmosphere may have an adverse impact on global temperatures, weather patterns, and the frequency and severity of extreme weather and natural disasters.
Climate change, or legal, regulatory, or market measures to address climate change, may negatively affect our business and operations. There is growing concern that carbon dioxide and other greenhouse gases in the atmosphere may have an adverse impact on global temperatures, weather patterns, and the frequency and severity of extreme weather and natural disasters.
If we do not maximize our manufacturing capacity, our profitability could be negatively impacted. 10 Table of Contents Commodity Risks We are subject to increases in the price of raw materials, labor, manufacturing, distribution, and other inputs necessary for the production and distribution of our products, and we may not be able to fully offset this input cost inflation on a timely basis or at all.
In addition, the effects of the ongoing conflicts could heighten many of our known risks described in this Item 1A, Risk Factors . 8 Table of Contents Commodity Risks We are subject to increases in the price of raw materials, labor, manufacturing, distribution, and other inputs necessary for the production and distribution of our products, and we may not be able to fully offset this input cost inflation on a timely basis or at all.
If we are unable to obtain access to working capital or if seasonal fluctuations are greater than anticipated, there could be a material adverse effect on our financial condition, results of operations, or cash flows. Consumer and Customer Risks We must identify changing consumer preferences and develop and offer food products and packaging to meet their preferences.
If we are unable to obtain access to working capital or if seasonal fluctuations are greater than anticipated, there could be a material adverse effect on our financial condition, results of operations, or cash flows.
Retail customer consolidation, proliferation of new, competitive products, consumer behavior shifts including retail channel preferences, and consumer price sensitivity continue to contribute to increased competition. Our principal competitors have substantial financial, marketing, and other resources. Increased competition can reduce our sales due to loss of market share or the need to reduce prices to respond to competitive and customer pressures.
Retail customer consolidation, proliferation of new, competitive products, consumer behavior shifts including retail channel preferences, and consumer price sensitivity continue to contribute to increased competition. Our 12 Table of Contents principal competitors have substantial financial, marketing, and other resources.
Collecting, measuring and analyzing information relating to such matters can be costly, time-consuming, dependent on third-party cooperation and unreliable. Furthermore, methodologies for measuring, tracking and reporting on such matters continue to change over time, which requires our processes and controls for such data to evolve as well.
Furthermore, methodologies for measuring, tracking and reporting on such matters continue to change over time, which requires our processes and controls for such data to evolve as well.
If we do not achieve the appropriate cost structure in the highly competitive food industry, our profitability could decrease. Our future success and earnings growth depend in part on our ability to achieve the appropriate cost structure and operate efficiently in the highly competitive food industry, particularly in an environment of volatile input costs.
Our future success and earnings growth depend in part on our ability to achieve the appropriate cost structure and operate efficiently in the highly competitive food industry, particularly in an environment of volatile input costs. We continue to implement profit-enhancing initiatives that impact our supply chain and general and administrative functions.
Customer and consumer demand for our products may be impacted by heightened inflation, increased interest rates and other weak economic conditions including recessionary conditions and credit market disruptions and volatility. Continued weak economic conditions may adversely impact consumers causing a decrease in demand for our products from our customers and consumers.
Inflation, increased interest rates, and other economic conditions including potential recession and credit market disruptions, could negatively impact our business. Customer and consumer demand for our products may be impacted by heightened inflation, increased or fluctuating tariffs, increased interest rates and other weak economic conditions including recessionary conditions and credit market disruptions and volatility.
We use many different commodities such as wheat, corn, oats, various vegetables, vegetable oils, beef, pork, poultry, dairy products, steel, aluminum, and energy.
Increases in commodity costs have in the past and may continue to have a negative impact on profits. We use many different commodities such as wheat, corn, oats, various vegetables, vegetable oils, beef, pork, poultry, dairy products, steel, aluminum, and energy.
Additionally, the increase in hybrid working where employees, including third-party employees, access technology infrastructure remotely may create additional information technology and data security risks. 16 Table of Contents If we do not allocate and effectively manage the resources necessary to build and sustain the proper technology infrastructure and associated automated and manual control processes, we could be subject to billing, payment, and collection errors, business disruptions, or damage resulting from security breaches.
If we do not allocate and effectively manage the resources necessary to build and sustain the proper technology infrastructure and associated automated and manual control processes, including related to new artificial intelligence technologies, we could be subject to billing, payment, and collection errors, business disruptions, or damage resulting from security breaches.
These gains and losses are reported in cost of goods sold in our Consolidated Statements of Earnings and in unallocated general corporate expenses in our segment operating results until we utilize the underlying input in our manufacturing process, at which time the gains and losses are reclassified to segment operating profit.
These gains and losses are reported in cost of goods sold in our Consolidated Statements of Earnings within general corporate expenses and are reclassified to segment operating results in the period in which the underlying item being economically hedged is recognized in cost of goods sold.
To mitigate commodity cost increases, we have implemented various strategies that include, among other things, entering into contracted pricing with certain vendors, procuring commodities in periods of favorable market conditions, or entering into various derivative instruments.
We do not fully hedge against changes in commodity prices, and the risk management procedures that we use may not always work as we intend. To mitigate commodity cost increases, we have implemented various strategies that include entering into contracted pricing with certain vendors, procuring commodities in periods of favorable market conditions, or entering into various derivative instruments.
You should not interpret the disclosure of any risk factor to imply that the risk has not already materialized. Market Risks Deterioration of general economic conditions, an economic recession, periods of inflation, or economic uncertainty have in the past harmed and could continue to harm our business and results of operations.
Market Risks Deterioration of general economic conditions, an economic recession, periods of inflation, or economic uncertainty may affect consumers resulting in reductions in consumer spending and have in the past harmed and could continue to harm our business and results of operations.
Moreover, the growing use of social and digital media by consumers has greatly increased the speed and extent that information or misinformation and opinions can be shared. Negative posts or comments about us, our brands, or our products on social or digital media could seriously damage our brands and reputation.
Moreover, the growing use of social and digital media and shopping, health or product evaluation applications by consumers has greatly increased the speed and extent that information or misinformation and opinions can be shared.
There can be no assurance of the extent to which any of our strategies or expectations will be achieved, or that any future investments we make in furtherance of achieving these strategies or expectations will meet customer or investor expectations.
We may be required to expend significant resources to achieve these strategies and expectations, which could significantly increase our operational costs. There can be no assurance of the extent to which any of our strategies or expectations will be achieved, or that any future investments we make will meet stakeholder expectations.
Changes in our relationships with significant customers, including our largest customer, could adversely affect us. During fiscal 2024, our largest customer, Walmart, Inc. and its affiliates, accounted for approximately 28% of our consolidated net sales.
New or changing limitations on inclusion of our products under government food assistance programs for consumers may also negatively impact demand for our products. Changes in our relationships with significant customers, including our largest customer, could adversely affect us. During fiscal 2025, our largest customer, Walmart, Inc. and its affiliates, accounted for approximately 29% of our consolidated net sales.
The global economy has been negatively impacted by geopolitical conflicts, such as the continuing military conflicts between Russia and Ukraine, which has resulted in governments in the U.S., United Kingdom, and European Union imposing export controls on certain products and financial and economic sanctions on certain industry sectors and parties in Russia, the conflict between Israel and Hamas, and rising tensions elsewhere in the Middle East and between China and Taiwan.
The global economy has been negatively impacted by geopolitical conflicts, and related export controls and economic sanctions, including the continuing military conflict between Russia and Ukraine, conflicts in the Middle East, and rising tensions elsewhere including between China and Taiwan.
We have experience in hedging against commodity price increases; however, these practices and experience reduce, but do not eliminate, the risk of negative profit impacts from commodity price increases. We do not fully hedge against changes in commodity prices, and the risk management procedures that we use may not always work as we intend.
Commodity price increases have resulted and may in the future result in increases in raw material, packaging, and energy costs and operating costs. We have experience in hedging against commodity price increases; however, these practices and experience reduce, but do not eliminate, the risk of negative profit impacts from commodity price increases.
We procure a wide spectrum of commodities globally and in the past have faced increased prices for commodities sourced from nations that have been impacted by trade disputes, tariffs, or sanctions. Commodity price increases have resulted and may in the future result in increases in raw material, packaging, and energy costs and operating costs.
In addition, recent world events and changes in domestic and global trade policy have increased the risks posed by international trade disputes, tariffs, and sanctions. We procure a wide spectrum of commodities globally and in the past have faced increased prices for commodities sourced from nations that have been impacted by trade disputes, tariffs, or sanctions.
Furthermore, our inflation-related pricing actions in response to increased costs of goods sold may negatively impact demand for our products, our market share, and our sales volumes. We sell branded, private brand, and customized food products, as well as commercially branded foods.
In addition, we may experience delays between the time that we take inflation-related pricing actions and the time that we realize the impact of those actions on our margins and results of operations. Furthermore, pricing actions in response to increased costs of goods sold may negatively impact demand for our products, our market share, and our sales volumes.
We continue to implement profit-enhancing initiatives that impact our supply chain and general and administrative functions. These initiatives are focused on cost-saving opportunities in procurement, manufacturing, logistics, and customer service, as well as general and administrative overhead levels. Gaining additional efficiencies may become more difficult over time.
These initiatives are focused on cost-saving opportunities in procurement, manufacturing, logistics, and customer service, as well as general and administrative overhead levels. Gaining additional efficiencies may become more difficult over time. Our failure to reduce costs through productivity gains or by eliminating redundant costs resulting from acquisitions could adversely affect our profitability and weaken our competitive position.
However, we may not be able to generate sufficient productivity improvements or sustain our price increases. Commodity price volatility may result in unfavorable commodity positions, the costs of which we may not be able to fully offset on acceptable timelines or at all.
Commodity price volatility may result in unfavorable commodity positions, the costs of which we may not be able to fully offset on acceptable timelines or at all. To the extent we are unable to offset present and future input cost increases including over sustained periods of elevated input cost inflation, our operating results could be materially and adversely affected.
Additionally, our profitability and ability to achieve the appropriate cost structure depends on our ability to fully utilize our manufacturing capacity.
If we do not continue to effectively manage costs and achieve additional efficiencies, our competitiveness and our profitability could decrease. Additionally, our profitability and ability to achieve the appropriate cost structure depends on our ability to fully utilize our manufacturing capacity. If we do not maximize our manufacturing capacity, our profitability could be negatively impacted.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeWe have developed processes for managing cybersecurity incidents including clear allocation of responsibilities and defined incident classifications, escalation requirements based on materiality, and prioritization parameters. Our cybersecurity incident response plan is integrated into our ERM Committee risk mitigation action plan process, our Senior Leadership Team (SLT) strategic crisis management action plan process, and our Disclosure Committee protocol for cybersecurity incidents.
Biggest changeOur cybersecurity incident response plan is integrated into our ERM Committee risk mitigation action plan process, our Senior Leadership Team (SLT) strategic crisis management action plan process, and our Disclosure Committee protocol for cybersecurity incidents.
While our third-party services providers have experienced cybersecurity incidents and we have experienced threats to our data and systems, to date, we are not aware that we have experienced a breach that had a material impact on our operations or business, however, cybersecurity risks that may materially impact the Company are discussed in more detail in Item 1A of Part I, “Risk Factors,” under the heading “Cybersecurity and Information Technology Risks,” which should be read in conjunction with the foregoing information. ​ Governance ​ General ​ Our management is responsible for identifying, assessing, and managing our exposure to cybersecurity risk.
While our third-party service providers have experienced cybersecurity incidents and we have experienced threats to our data and systems, to date, we are not aware that we have experienced a breach that had a material impact on our operations or business, however, cybersecurity risks that may materially impact the Company are discussed in more detail in Item 1A of Part I, “Risk Factors,” under the heading “Cybersecurity and Information Technology Risks,” which should be read in conjunction with the foregoing information. ​ Governance ​ General ​ Our management is responsible for identifying, assessing, and managing our exposure to cybersecurity risk.
Aspects of our program include: ​ ● Activities to assess vulnerabilities including penetration testing, red teaming, tabletop exercises, and phishing and social engineering drills ● Engagement with law enforcement and U.S. government agencies, directly and through memberships in various cybersecurity intelligence and risk sharing organizations to help us stay informed about evolving threats ● Utilization of third-party experts to test, validate, and strengthen our plans, practices, and policies 20 Table of Contents ● Technology team collaboration sessions to share information across different teams, geographic areas, and areas of responsibilities ● Assessing and managing cybersecurity risks arising out of the use of third-party technology and services, including pre-contract diligence, imposition of contractual obligations, and performance monitoring Learnings from these activities are used to inform our training, guide our incident response preparedness and enhance our plans and processes.
Aspects of our program include: ​ ● Activities to assess vulnerabilities including penetration testing, red teaming, tabletop exercises, and phishing and social engineering drills ● Engagement with law enforcement and U.S. government agencies, directly and through memberships in various cybersecurity intelligence and risk sharing organizations to help us stay informed about evolving threats ● Utilization of third-party experts to test, validate, and strengthen our plans, practices, and policies ● Technology team collaboration sessions to share information across different teams, geographic areas, and areas of responsibilities ● Assessing and managing cybersecurity risks arising out of the use of third-party technology and services, including pre-contract diligence, imposition of contractual obligations, and performance monitoring Learnings from these activities are used to inform our training, guide our incident response preparedness and enhance our plans and processes.
Management identifies and assesses risks through its cross functional ERM committee that is responsible for: ​ ● Facilitating risk conversations with cross-functional leaders and teams ● Partnering with risk owners to develop risk management action plans focused on mitigating the drivers of the enterprise risks ● Identifying key metrics to objectively assess the risk to the Company applying both a short-term and long-term perspective ● Informing our strategic planning based on risks assessments after consideration of action plans and residual risk ● Developing a risk-aware culture throughout the organization Our Board of Directors and its Audit / Finance Committee play an active part in overseeing cybersecurity risks relevant to the Company.
Management identifies and assesses risks through its cross functional ERM committee that is responsible for: ​ ● Facilitating risk conversations with cross-functional leaders and teams ● Partnering with risk owners to develop risk management action plans focused on mitigating the drivers of the enterprise risks ● Identifying key metrics to objectively assess the risk to the Company applying both a short-term and long-term perspective ● Informing our strategic planning based on risks assessments after consideration of action plans and residual risk 21 Table of Contents ● Developing a risk-aware culture throughout the organization Our Board of Directors and its Audit / Finance Committee play an active part in overseeing cybersecurity risks relevant to the Company.
In addition, our internal cybersecurity team is responsible for managing detection, mitigation, and remediation of all cybersecurity incidents. ​ Conagra’s Cybersecurity Team is led by our Chief Information Security Officer (CISO). Our CISO, a certified information security professional, has over 25 years of cybersecurity leadership experience across multiple industries and holds a Doctor of Science (DSc) degree in Cybersecurity.
In addition, our internal cybersecurity team is responsible for managing detection, mitigation, and remediation of all cybersecurity incidents. ​ Conagra’s Cybersecurity Team is led by our Chief Information Security Officer (CISO). Our CISO, a certified information security professional, has more than 25 years of cybersecurity leadership experience across multiple industries and holds a Doctor of Science (DSc) degree in Cybersecurity.
We have also participated in discussions with third-party service providers who have experienced cybersecurity incidents to inform our cybersecurity program. ​ Investment in Cybersecurity Program ​ The cybersecurity threat landscape is dynamic and volatile, and requires significant investment on the part of the Company in terms of investing in our employees through talent recruitment, retention, training and development, investing in external resources including procuring and deploying the correct tools to monitor, evaluate, and address threats, investing employee resources to maintain effective processes, and investing in strategic relationships to monitor evolving risks including third-party service provider vulnerabilities.
To further inform our cybersecurity program, we also participate in discussions with third-party service providers who have experienced cybersecurity incidents. ​ Investment in Cybersecurity Program ​ The cybersecurity threat landscape is dynamic and volatile, and requires significant investment on the part of the Company in several key areas including investing in our employees through talent recruitment, retention, training and development, investing in external resources including procuring and deploying the correct tools to monitor, evaluate, and address threats, investing employee resources to maintain effective processes, and investing in strategic relationships to monitor evolving risks including third-party service provider vulnerabilities.
The CISO reports to our Chief Information Officer (CIO), who has been with Conagra for more than 20 21 Table of Contents years serving in various leadership roles in information technology, finance, and business services.
The CISO reports to our Chief Information Officer (CIO), who has been with Conagra for more than 20 years serving in various leadership roles in information technology, finance, and business services.
Department of Commerce’s National Institute of Standards and Technology Cybersecurity Framework) and leverages external and internal expertise.
Department of Commerce’s National Institute of Standards and Technology Cybersecurity Framework) and leverages external and internal expertise, as appropriate.
Added
We have developed processes for managing cybersecurity 20 Table of Contents incidents including clear allocation of responsibilities and defined incident classifications, escalation requirements based on materiality, and prioritization parameters.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeAs of July 11, 2024, we had 39 domestic manufacturing facilities located in Arkansas, California, Colorado, Illinois, Indiana, Iowa, Kentucky, Maryland, Michigan, Minnesota, Missouri, Nebraska, Nevada, Ohio, Pennsylvania, Tennessee, Washington, and Wisconsin. We also have international manufacturing facilities in Canada and Mexico, and interests in the ownership of international manufacturing facilities in India, Bangladesh, Sri Lanka, and Mexico.
Biggest changeManagement believes that our manufacturing and processing plants are well maintained and are generally adequate to support the current operations of the business. As of July 10, 2025, we had 38 domestic manufacturing facilities located in Arkansas, California, Colorado, Illinois, Indiana, Iowa, Kentucky, Maryland, Michigan, Minnesota, Missouri, Nebraska, Nevada, Ohio, Tennessee, Washington, and Wisconsin.
ITEM 2. PROPERTIES Our headquarters are located in Chicago, Illinois. Other general offices, shared service centers, and product development facilities are located in Nebraska and the District of Columbia. We also lease a limited number of domestic sales offices. International general offices are located in Canada, Mexico, Panama, and the Philippines. We maintain a number of stand-alone distribution facilities.
ITEM 2. PROPERTIES Our headquarters are located in Chicago, Illinois. Other general offices, shared service centers, and product development facilities are located in Nebraska and the District of Columbia. We also lease a limited number of domestic sales offices.
We own most of our manufacturing facilities. However, a limited number of plants and parcels of land with the related manufacturing equipment are leased. Substantially all of our transportation equipment and forward-positioned distribution centers containing finished goods are leased or operated by third parties. 22 Table of Contents The majority of our manufacturing assets are shared across multiple reporting segments.
Substantially all of our transportation equipment and forward-positioned distribution centers containing finished goods are leased or operated by third parties. The majority of our manufacturing assets are shared across multiple reporting segments. Output from these facilities used by each reporting segment can change over time. Therefore, it is impracticable to disclose them by segment.
In addition, there are warehouses at most of our manufacturing facilities. Utilization of manufacturing capacity varies by manufacturing plant based upon the type of products assigned and the level of demand for those products. Management believes that our manufacturing and processing plants are well maintained and are generally adequate to support the current operations of the business.
International general offices are located in Canada, Mexico, Panama, and the Philippines. 22 Table of Contents We maintain a number of stand-alone distribution facilities. In addition, there are warehouses at most of our manufacturing facilities. Utilization of manufacturing capacity varies by manufacturing plant based upon the type of products assigned and the level of demand for those products.
Removed
Output from these facilities used by each reporting segment can change over time. Therefore, it is impracticable to disclose them by segment.
Added
We also have international manufacturing facilities in Canada and Mexico, and an ownership interest in an additional international manufacturing facility in Mexico. We own most of our manufacturing facilities. However, a limited number of plants and parcels of land, along with the related manufacturing equipment are leased.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES Our common stock is listed on the New York Stock Exchange, where it trades under the ticker symbol: CAG. At June 23, 2024, there were approximately 12,260 stockholders of record.
Biggest changeITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES Our common stock is listed on the New York Stock Exchange, where it trades under the ticker symbol: CAG. At June 22, 2025, there were approximately 11,662 stockholders of record.
Purchases of Equity Securities by the Issuer and Affiliated Purchasers No shares of common stock were purchased during the fourth quarter of fiscal 2024.
Purchases of Equity Securities by the Issuer and Affiliated Purchasers No shares of common stock were purchased during the fourth quarter of fiscal 2025.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

82 edited+34 added−35 removed43 unchanged
Biggest changeThese risks, uncertainties, and factors include, among other things: risks associated with general economic and industry conditions, including inflation, reduced consumer confidence and spending, recessions, increased energy costs, supply chain challenges, labor shortages, and geopolitical conflicts; risks related to our ability to deleverage on currently anticipated timelines, and to continue to access capital on acceptable terms or at all; risks related to the Company’s competitive environment, cost structure, and related market conditions; risks related to our ability to execute operating and value creation plans and achieve returns on our investments and targeted operating efficiencies from cost-saving initiatives, and to benefit from trade optimization programs; risks related to the availability and prices of commodities and other supply chain resources, including raw materials, packaging, energy, and transportation, weather conditions, health pandemics or outbreaks of disease, actual or threatened hostilities or war, or other geopolitical uncertainty; risks related to our ability to respond to changing consumer preferences and the success of our innovation and marketing investments; risks associated with actions by our customers, including changes in distribution and purchasing terms; risks related to the effectiveness of our hedging activities and ability to respond to volatility in commodities; disruptions or inefficiencies in our supply chain and/or operations; risks related to the ultimate impact of, including reputational harm caused by, any product recalls and product liability or labeling litigation, including litigation related to lead-based paint and pigment and cooking spray; risks related to the seasonality of our business; risks associated with our co-manufacturing arrangements and other third-party service provider dependencies; risks associated with actions of governments and regulatory bodies that affect our businesses, including the ultimate impact of new or revised regulations or interpretations including to address climate change or implement changes to taxes and tariffs; risks related to the Company’s ability to execute on its strategies or achieve expectations related to environmental, social, and governance matters, including as a result of evolving legal, regulatory, and other standards, processes, and assumptions, the pace of scientific and technological developments, increased costs, the availability of requisite financing, and changes in carbon pricing or carbon taxes; risks related to a material failure in or breach of our or our vendors’ information technology systems and other cybersecurity incidents; risks related to our ability to identify, attract, hire, train, retain and develop qualified personnel; risk of increased pension, labor or people-related expenses; risks and uncertainties associated with intangible assets, including any future goodwill or intangible assets impairment charges; risk relating to 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 24 Table of Contents 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 Securities and Exchange Commission (the “SEC”).
Biggest changeThese 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 legal, regulatory, and other standards, processes, and assumptions, the pace of scientific and technological developments, increased costs, the availability of requisite financing, and changes in carbon pricing or carbon taxes; risks related to a material failure in or breach of our or our vendors’ information technology systems and other cybersecurity incidents; risks related to our ability to identify, attract, hire, train, retain and develop qualified personnel; risk of increased pension, labor or people-related expenses; risks and uncertainties associated with intangible assets, including any future goodwill or intangible assets impairment charges; risks relating to 24 Table of Contents 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.
We continue to be more susceptible to impairment charges in the future if our long-term sales forecasts, royalty rates, and other assumptions change as a result of lower than expected performance or other economic conditions. We will monitor these assumptions as management continues to achieve gross margin improvement and long-term sales growth.
We continue to be susceptible to impairment charges in the future if our long-term sales forecasts, royalty rates, and other assumptions change as a result of lower than expected performance or other economic conditions. We will monitor these assumptions as management continues to achieve gross margin improvement and long-term sales growth.
Items Impacting Comparability Items of note impacting comparability of results for fiscal 2024 included the following: ● charges totaling $956.7 million ($847.7 million after-tax) related to the impairments of goodwill and certain brand intangible assets, ● charges totaling $66.6 million ($49.9 million after-tax) in connection with our restructuring plans, 25 Table of Contents ● charges totaling $36.4 million ($36.0 million after-tax) related to the impairment of a business held for sale, ● net charges totaling $34.8 million ($26.2 million after-tax) related to legacy legal matters, ● a benefit of $11.5 million ($8.7 million after-tax) related primarily to our year-end remeasurement of an hourly pension plan liability, and ● a net gain of $8.7 million ($6.6 million after-tax) primarily associated with insurance proceeds from the previous fire that occurred at one of our manufacturing facilities.
Items of note impacting comparability of results for fiscal 2024 included the following: ● charges totaling $956.7 million ($847.7 million after-tax) related to the impairments of goodwill and certain brand intangible assets, ● charges totaling $66.6 million ($49.9 million after-tax) in connection with our restructuring plans, ● charges totaling $36.4 million ($36.0 million after-tax) related to the impairment of a business held for sale, ● net charges totaling $34.8 million ($26.2 million after-tax) related to legacy legal matters, ● a benefit of $11.5 million ($8.7 million after-tax) related primarily to our year-end remeasurement of an hourly pension plan liability, and ● a net gain of $8.7 million ($6.6 million after-tax) primarily associated with insurance proceeds from the previous fire that occurred at one of our manufacturing facilities.
As of the end of fiscal 2024, our senior long-term debt ratings were all investment grade. A significant downgrade in our credit ratings would not affect our ability to borrow amounts under the Revolving Credit Facility, although borrowing costs would increase.
As of the end of fiscal 2025, our senior long-term debt ratings were all investment grade. A significant downgrade in our credit ratings would not affect our ability to borrow amounts under the Revolving Credit Facility, although borrowing costs would increase.
Discount rates, long-term growth rates, and royalty rates used to estimate the fair value of our domestic retail brands with 10% or less excess fair value over carrying amount as of the fiscal 2024 annual impairment test were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Discount Rate ​ ​ Long-Term Growth Rate ​ Royalty Rate ​ ​ Carrying Amount ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (in billions) ​ Minimum ​ Maximum ​ Minimum ​ Maximum Minimum Maximum Brands ( ​ $ 1.3 ​ ​ 8.50% ​ ​ 10.50% ​ ​ 0.0% ​ ​ 2.0% ​ 1.0% ​ 11.5% ​ Assumptions used in impairment testing are made at a point in time and require significant judgment; therefore, they are subject to change based upon the facts and circumstances present at each annual impairment test date.
Discount rates, long-term growth rates, and royalty rates used to estimate the fair value of our domestic retail brands with 10% or less excess fair value over carrying amount as of the fiscal 2025 annual impairment test were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Discount Rate ​ ​ Long-Term Growth Rate ​ Royalty Rate ​ ​ Carrying Amount ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (in billions) ​ Minimum ​ Maximum ​ Minimum ​ Maximum Minimum Maximum Brands ( ​ $ 1.1 ​ ​ 8.25% ​ ​ 12.50% ​ ​ 0.0% ​ ​ 2.0% ​ 1.0% ​ 11.0% ​ Assumptions used in impairment testing are made at a point in time and require significant judgment; therefore, they are subject to change based upon the facts and circumstances present at each annual impairment test date.
Borrowing Facilities and Long-Term Debt At May 26, 2024, 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).
Borrowing Facilities and Long-Term Debt 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).
For our year-end pension obligation determination, we selected discount rates of 5.58% and 5.50% for fiscal years 2024 and 2023, respectively. Another significant assumption used to account for our pension plans is the expected long-term rate of return on plan assets.
For our year-end pension obligation determination, we selected discount rates of 5.91% and 5.58% for fiscal years 2025 and 2024, respectively. Another significant assumption used to account for our pension plans is the expected long-term rate of return on plan assets.
See Note 17, “Derivative Financial Instruments” , to the Consolidated Financial Statements contained in this report for further discussion. Presentation of Information Below is a detailed discussion and comparison of our results of operations for the fiscal years ended May 26, 2024 and May 28, 2023.
See Note 17, “Derivative Financial Instruments” , to the Consolidated Financial Statements contained in this report for further discussion. Presentation of Information Below is a detailed discussion and comparison of our results of operations for the fiscal years ended May 25, 2025 and May 26, 2024.
As of May 26, 2024, we were in compliance with all financial covenants. Equity and Dividends 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.
As of May 25, 2025, we were in compliance with all financial covenants. Equity and Dividends 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.
In order to measure the annual expense associated with these pension benefits, management must make a variety of estimates including, but not limited to, discount rates used to measure the present value of certain liabilities, assumed rates of return on assets set aside to fund these expenses, employee turnover rates, and anticipated mortality rates.
In order to measure the annual expense associated with these pension benefits, management must make a variety of estimates including discount rates used to measure the present value of certain liabilities, assumed rates of return on assets set aside to fund these expenses, and anticipated mortality rates.
Results for the fiscal year ended May 26, 2024 are not necessarily indicative of results that may be attained in the future. FORWARD-LOOKING STATEMENTS The information contained in this report includes forward-looking statements within the meaning of the federal securities laws.
Results for the fiscal year ended May 25, 2025 are not necessarily indicative of results that may be attained in the future. FORWARD-LOOKING STATEMENTS The information contained in this report includes forward-looking statements within the meaning of the federal securities laws.
For a discussion of changes from the fiscal year ended May 29, 2022 to the fiscal year ended May 28, 2023, refer to Part II, Item 7, Management ’ s Discussion and Analysis of Financial Condition and Results of Operations , of our Annual Report on Form 10-K for the fiscal year ended May 28, 2023 (filed July 13, 2023).
For a discussion of changes from the fiscal year ended May 28, 2023 to the fiscal year ended May 26, 2024, refer to Part II, Item 7, Management ’ s Discussion and Analysis of Financial Condition and Results of Operations , of our Annual Report on Form 10-K for the fiscal year ended May 26, 2024 (filed July 11, 2024).
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 2024, 4.09% for fiscal 2023, and 2.29% for fiscal 2022.
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.
Grocery & Snacks The Grocery & Snacks reporting segment principally includes branded, shelf-stable food products sold in various retail channels in the United States. Refrigerated & Frozen The Refrigerated & Frozen reporting segment principally includes branded, temperature-controlled food products sold in various retail channels in the United States.
Grocery & Snacks The Grocery & Snacks reporting segment principally includes branded, shelf-stable food products sold in various retail channels in the United States. 26 Table of Contents Refrigerated & Frozen The Refrigerated & Frozen reporting segment principally includes branded, temperature-controlled food products sold in various retail channels in the United States.
In fiscal 2024, 2023, and 2022, we recorded total indefinite-lived intangibles impairments of $430.2 million, $589.2 million, and $209.0 million, respectively, primarily related to brands acquired as part of the Pinnacle acquisition that were recorded at fair value in fiscal 2019.
In fiscal 2025, 2024, and 2023, we recorded total indefinite-lived intangibles impairments of $72.1 million, $430.2 million, and $589.2 million, respectively, primarily related to brands acquired as part of the Pinnacle acquisition that were recorded at fair value in fiscal 2019.
We recognized a pension benefit from Company plans of $0.6 million, $13.9 million, and $54.4 million in fiscal 2024, 2023, and 2022, respectively. Such amounts reflect the year-end write-off of actuarial losses (gains) in excess of 10% of our pension liability of $(12.5) million, $0.1 million, and $(2.9) million in fiscal 2024, 2023, and 2022, respectively.
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.
Certain brand intangibles are expected to have indefinite lives based on their history and our plans to continue to support and build the acquired brands, while other acquired intangible assets (e.g., customer relationships) are expected to have determinable useful lives.
Determining the useful lives of intangible assets also requires management judgment. Certain brand intangibles are expected to have indefinite lives based on their history and our plans to continue to support and build the acquired brands, while other acquired intangible assets (e.g., customer relationships) are expected to have determinable useful lives.
As of May 26, 2024, 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 $2.53 billion. Approximately $1.80 billion of this balance is due in fiscal 2025.
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.
We expect to make payments totaling approximately $11.7 million and $6.6 million in fiscal 2025 to fund our pension and postretirement plans, respectively.
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.
This also reflected expected returns on plan assets of $141.3 million, $145.9 million, and $145.4 million in fiscal 2024, 2023, and 2022, respectively. We contributed $12.2 million, $12.5 million, and $11.5 million to our pension plans in fiscal 2024, 2023, and 2022, respectively. We anticipate contributing approximately $11.7 million to our pension plans in fiscal 2025.
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.
A 25-basis point increase in our discount rate assumption as of the end of fiscal 2024 would increase our annual pension expense for our pension plans by $2.5 million. A 25-basis point decrease in our discount rate assumption as of the end of fiscal 2024 would decrease our annual pension expense for our pension plans by $2.6 million.
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.
Fiscal 2024 Results Fiscal 2024 performance compared to fiscal 2023 reflected a decrease in net sales, with organic (excludes the impacts of foreign exchange) decreases in our Grocery & Snacks and Refrigerated & Frozen segments, partially offset by increases in our International and Foodservice segments.
Fiscal 2025 Results 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.
The weighted-average discount rate selected by us for determination of the service cost component of our pension expense was 5.60% for fiscal 2024, 4.74% for fiscal 2023, and 3.50% for fiscal 2022. We selected a weighted-average discount rate of 5.72% and 5.51% for determination of service and interest expense, respectively, for fiscal 2025.
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.
Subsequent to our fiscal year end, on July 11, 2024, we announced that our Board had authorized a quarterly dividend of $0.35 per share to be paid on August 29, 2024 to stockholders of record as of the close of business on August 1, 2024.
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.
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. We did not repurchase any shares of common stock during fiscal 2024.
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.
A summary of our operating and finance lease obligations as of May 26, 2024 can be found in Note 15, “Leases” , to the Consolidated Financial Statements contained in this report. 31 Table of Contents The liability for gross unrecognized tax benefits related to uncertain tax positions was $21.7 million as of May 26, 2024.
A summary of our operating and finance lease obligations as of May 25, 2025 can be found in Note 15, “Leases” , to the Consolidated Financial Statements contained in this report. 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. As of May 26, 2024, we had an aggregate funded pension asset of $164.2 million and an aggregate unfunded postretirement benefit obligation totaling $44.4 million.
See Note 14, “Pre-Tax Income and Income Taxes” , to the Consolidated Financial Statements contained in this report for information related to income taxes. 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.
International The International reporting segment principally includes branded food products, in various temperature states, sold in various retail and foodservice channels outside of the United States. 26 Table of Contents Foodservice The Foodservice reporting segment includes branded and customized food products, including meals, entrees, sauces, and a variety of custom-manufactured culinary products that are packaged for sale to restaurants and other foodservice establishments primarily in the United States.
Foodservice The Foodservice reporting segment includes branded and customized food products, including meals, entrees, sauces, and a variety of custom-manufactured culinary products that are packaged for sale to restaurants and other foodservice establishments primarily in the United States.
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.
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.
Trends Impacting our Business Our industry continues to be impacted by commodity cost fluctuations, labor cost inflation, input cost inflation, supply chain disruptions, and other global macroeconomic challenges.
Trends Impacting our Business 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.
If the undiscounted estimated future cash flows are less than the carrying values of the asset or asset group, we write-down the asset or assets to their estimated fair values.
If the undiscounted estimated future cash flows are less than the carrying values of the asset or asset group, we write-down the asset or assets to their estimated fair values. The estimates of fair value are generally in the form of appraisal, or by discounting estimated future cash flows of the asset or asset group.
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.
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.
Differences between estimated expense and actual redemptions are recognized as a change in management estimate in a subsequent period. We have recognized trade promotion liabilities of $120.4 million as of May 26, 2024.
Differences between estimated expense and actual redemptions are recognized as a change in management estimate in a subsequent period. We have recognized trade promotion and advertising liabilities of $131.5 million as of May 25, 2025.
SG&A expenses for fiscal 2024 reflected the following: Items impacting comparability of earnings ● charges totaling $956.7 million related to the impairments of goodwill and certain brand intangible assets, ● net charges of $47.5 million in connection with our restructuring plans, ● charges totaling $36.4 million related to the impairment of a business held for sale, ● net charges of $34.8 million related to legacy legal matters, and ● a net gain of $8.1 million primarily associated with insurance proceeds from the previous fire that occurred at one of our manufacturing facilities.
SG&A expenses for fiscal 2024 included the following items impacting the comparability of earnings: ● net charges of $47.5 million in connection with our restructuring plans, ● net charges of $34.8 million related to legacy legal matters, and ● a net gain of $8.1 million primarily associated with insurance proceeds from the previous fire that occurred at one of our manufacturing facilities.
The following is a summary of certain accounting estimates considered critical by management. Our Audit/Finance Committee has reviewed management’s development, selection, and disclosure of the critical accounting estimates. Marketing Costs —We offer various forms of trade promotions which are mostly recorded as a reduction in revenue.
Our Audit/Finance Committee has reviewed management’s development, selection, and disclosure of the critical accounting estimates. Marketing Costs —We offer various forms of advertising, trade promotions, and consumer incentives which are primarily recorded as a reduction in revenue.
As of May 26, 2024, we have goodwill of $10.58 billion, indefinite-lived intangibles of $2.03 billion and definite-lived intangibles of $681.6 million. Historically, we have experienced material impairments in brand intangibles and goodwill as a result of declining sales, reductions to our assumed royalty rates due to lower-than-expected profit margins, and other economic conditions such as increases to interest rates.
Historically, we have experienced material impairments in brand intangibles and goodwill as a result of declining sales, reductions to our assumed royalty rates due to lower-than-expected profit margins, and other economic conditions such as increases to interest rates.
We expect our effective tax rate in fiscal 2025, exclusive of any unusual transactions or tax events, to be approximately 23-24%. Earnings Per Share Diluted earnings per share in fiscal 2024 and 2023 were $0.72 and $1.42, respectively. The decrease in diluted earnings per share reflected lower net income.
We expect our effective tax rate in fiscal 2026, exclusive of any unusual transactions or tax events, to be approximately 23%. 29 Table of Contents Earnings Per Share 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.
During the second quarter of fiscal 2024, we prepaid $250.0 million of the $500.0 million aggregate principal amount outstanding under our unsecured Term Loan Agreement, dated August 26, 2023 (the "2023 Term Loan"). The repayment was funded by operating cash flows and the issuance of commercial paper. The remaining balance of the 2023 Term Loan matures on August 26, 2025.
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.
We expect consumer trends to continue to evolve and our volumes to improve over time, however, economic pressures on consumers, including the challenges of high inflation, may continue to negatively impact our volumes throughout fiscal 2025.
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 have recognized a pension asset of $260.1 million and $249.9 million as of the end of fiscal 2024 and 2023, respectively, as certain individual plans of the Company had a positive funded status. 33 Table of Contents We recognize cumulative changes in the fair value of pension plan assets and net actuarial gains or losses in excess of 10% of the greater of the fair value of plan assets or the plan’s projected benefit obligation (“the corridor”) in current period expense annually as of our measurement date, which is our fiscal year-end, or when measurement is required otherwise under accounting principles generally accepted in the United States of America.
We recognize cumulative changes in the fair value of pension plan assets and net actuarial gains or losses in excess of 10% of the greater of the fair value of plan assets or the plan’s projected benefit obligation (“the corridor”) in current period expense annually as of our measurement date, which is our fiscal year-end, or when measurement is required otherwise under accounting principles generally accepted in the United States of America.
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. The discussion that follows should be read together with the consolidated financial statements and related notes contained in this report.
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.
The increase in gross profit was driven by the net sales growth discussed above, productivity, and lower transportation costs, partially offset by the impacts of input cost inflation and unfavorable fixed cost leverage.
The decrease in gross profit was driven by the decrease in net sales discussed above, the impacts of input cost 28 Table of Contents inflation, and unfavorable operating leverage, partially offset by productivity.
Income Taxes Our income tax expense was $262.5 million and $218.7 million in fiscal 2024 and 2023, respectively. The effective tax rate (calculated as the ratio of income tax expense to pre-tax income, inclusive of equity method investment earnings) was approximately 43.0% and 24.2% for fiscal 2024 and 2023, respectively.
The effective tax rate (calculated as the ratio of income tax expense to pre-tax income, inclusive of equity method investment earnings) was approximately 0.3% and 43.0% for fiscal 2025 and 2024, respectively.
Cash Flows In fiscal 2024, we used $14.9 million of cash, which was the net result of $2.02 billion generated from operating activities, $375.0 million used in investing activities, $1.66 billion used in financing activities, and an increase of $1.2 million due to the effects of changes in foreign currency exchange rates.
Cash Flows 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.
Cash Held by International Subsidiaries The Company had cash and cash equivalents of $77.7 million at May 26, 2024, and $93.3 million at May 28, 2023, of which $66.7 million at May 26, 2024, and $84.9 million at May 28, 2023, was held in foreign countries.
Cash Held by International Subsidiaries 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.
We combine a 100-year history of making quality food with agility and a relentless focus on collaboration and innovation. The company’s portfolio is continuously evolving to satisfy consumers’ ever-changing food preferences.
(the “Company”, “Conagra Brands”, “we”, “us”, or “our”), headquartered in Chicago, is one of North America’s leading branded food companies. We combine a 100-year history of making quality food with agility and a relentless focus on collaboration and innovation. The company’s portfolio is continuously evolving to satisfy consumers’ ever-changing food preferences.
The estimates used by management are based on our historical experiences combined with management’s understanding of current facts and circumstances. Certain of our accounting estimates are considered critical as they are both important to the portrayal of our financial condition and results and require significant or complex judgment on the part of management.
Certain of our accounting estimates are considered critical as they are both important to the portrayal of our financial condition and results and require significant or complex judgment on the part of management. The following is a summary of certain accounting estimates considered critical by management.
The Company’s total remaining share repurchase authorization as of May 26, 2024 was $916.6 million. On April 11, 2024, we announced that our Board had authorized a quarterly dividend payment of $0.35 per share, which was paid on May 30, 2024, to stockholders of record as of the close of business on April 30, 2024.
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.
The highest level of borrowings during fiscal 2024 was $697.0 million. 30 Table of Contents 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 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.
Additional information about our long-term debt balances as of May 26, 2024 can be found in Note 3, “Long-Term Debt” , to the Consolidated Financial Statements contained in this report. The weighted-average coupon interest rate of the long-term debt obligations outstanding as of May 26, 2024, was approximately 4.9%.
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%.
The higher effective tax rate was largely due to the goodwill impairment that we recorded in our Sides, Components, Enhancers reporting unit. 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.
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.
Selling, general and administrative ("SG&A") expenses were higher due primarily to items impacting comparability and higher payroll and incentive compensation expense. We recognized lower equity method investment earnings, higher interest expense, and higher income tax expense, in each case compared to fiscal 2023. Excluding items impacting comparability, our effective tax rate was slightly lower compared to fiscal 2023.
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.
Diluted earnings per share were $0.72 and $1.42 in fiscal 2024 and 2023, respectively. Diluted earnings per share were affected by lower net income as well as several significant items affecting the comparability of year-over-year results (see “Items Impacting Comparability” below).
Excluding items impacting comparability, our effective tax rate was lower compared to fiscal 2024. 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.
Operating profit in our International segment for fiscal 2024 reflected an increase in gross profits of $32.9 million compared to fiscal 2023, reflecting the net sales growth discussed above and productivity, partially offset by the impacts of input cost inflation.
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.
Included in this amount are open purchase orders and other supply agreements totaling approximately $1.49 billion, which are generally settleable in the ordinary course of business in less than one year. Warehousing service agreements totaling approximately $562 million make up a majority of our remaining unconditional purchase obligations with various terms of up to 10 years.
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.
Cash used in investing activities totaled $375.0 million in fiscal 2024 compared to $354.9 million in fiscal 2023. Net cash outflows from investing activities in fiscal 2024 and 2023 consisted primarily of capital expenditures totaling $388.1 million and $362.2 million, respectively. Cash used in financing activities totaled $1.66 billion in fiscal 2024 compared to $631.6 million in fiscal 2023.
Investing activities in fiscal 2024 consisted primarily of capital expenditures totaling $388.1 million. Cash used in financing activities totaled $1.16 billion in fiscal 2025 compared to $1.66 billion in fiscal 2024.
The methodologies for determining these provisions are dependent on local customer pricing and promotional practices, which range from contractually fixed percentage price reductions to provisions based on actual occurrence or performance.
Advertising costs are expensed as incurred and recorded in SG&A expenses. 32 Table of Contents The methodologies for determining trade promotions and consumer incentives are dependent on local customer pricing practices, which range from contractually fixed percentage price reductions to provisions based on actual occurrence or performance.
The disclosure requirements will be applied on a prospective basis, with the option to apply it retrospectively. The effective date for the standard is for fiscal years beginning after December 15, 2024. Early adoption is permitted. We are in the process of analyzing the impact of the ASU on our related disclosures.
The effective date for the standard is for fiscal years beginning after December 15, 2026 and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. We are in the process of analyzing the impact of the ASU on our related disclosures.
Fiscal 2024 compared to Fiscal 2023 Net Sales ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ($ in millions) ​ Fiscal 2024 ​ Fiscal 2023 ​ % Inc ​ Reporting Segment Net Sales Net Sales (Dec) ​ Grocery & Snacks ​ $ 4,958.7 ​ $ 4,981.9 ​ (0.5)% ​ Refrigerated & Frozen ​ ​ 4,865.5 ​ ​ 5,156.2 ​ (5.6)% ​ International ​ ​ 1,078.3 ​ ​ 1,002.5 ​ 7.6% ​ Foodservice ​ ​ 1,148.4 ​ ​ 1,136.4 ​ 1.0% ​ Total ​ $ 12,050.9 ​ $ 12,277.0 ​ (1.8)% ​ ​ Net sales for fiscal 2024 in our Grocery & Snacks segment included a decrease in volumes of 3.1% compared to fiscal 2023 primarily due to the elasticity impact from inflation-driven pricing actions and lower consumption trends seen throughout the industry.
Fiscal 2025 compared to Fiscal 2024 Net Sales ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ($ in millions) ​ Fiscal 2025 ​ Fiscal 2024 ​ % Inc ​ Reporting Segment Net Sales Net Sales (Dec) ​ Grocery & Snacks ​ $ 4,899.3 ​ $ 4,958.7 ​ (1.2)% ​ Refrigerated & Frozen ​ ​ 4,662.3 ​ ​ 4,865.5 ​ (4.2)% ​ International ​ ​ 956.5 ​ ​ 1,078.3 ​ (11.3)% ​ Foodservice ​ ​ 1,094.7 ​ ​ 1,148.4 ​ (4.7)% ​ Total ​ $ 11,612.8 ​ $ 12,050.9 ​ (3.6)% ​ ​ 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.
These estimated changes in fair value are not necessarily representative of the actual impairment that would be recorded in the event of a fair value decline. 35 Table of Contents If we had changed the assumptions used to estimate the fair value of our reporting unit and brands with 10% or less excess fair value over carrying amount as of the fiscal 2024 annual impairment test, these isolated changes, which are reasonably possible to occur, would have led to the following increase/(decrease) in the aggregate fair value of this reporting unit and certain brands (in millions): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Discount Rate ​ Long-Term Growth Rate ​ Royalty Rate ​ ​ ​ ​ ​ 50-Basis-Point ​ 25-Basis-Point ​ 100-Basis-Point ​ ​ ​ ​ Increase Decrease Increase Decrease Increase Decrease Reporting unit ​ ​ ​ ​ $ (82.0) ​ $ 93.9 ​ $ 49.7 ​ $ (28.9) ​ N/A ​ N/A Brands ​ ​ ​ ​ ​ (68.3) ​ ​ 81.2 ​ ​ 32.5 ​ ​ (22.9) ​ 309.7 ​ (298.9) ​ ​ ​ ​ RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures , to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses.
If we had changed the assumptions used to estimate the fair value of our brands with 10% or less excess fair value over carrying amount as of the fiscal 2025 annual impairment test, these isolated changes, which are reasonably possible to occur, would have led to the following increase/(decrease) in the aggregate fair value of certain brands (in millions): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Discount Rate ​ Long-Term Growth Rate ​ Royalty Rate ​ ​ ​ ​ ​ 50-Basis-Point ​ 25-Basis-Point ​ 100-Basis-Point ​ ​ ​ ​ Increase Decrease Increase Decrease Increase Decrease Brands ( ​ ​ ​ ​ ​ (70.9) ​ ​ 81.1 ​ ​ 28.4 ​ ​ (23.5) ​ 253.5 ​ (247.9) ​ ​ ​ ​ RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures , to provide more detailed income tax disclosure requirements.
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.
The use of different assumptions or 34 Table of Contents 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.
One significant assumption for pension plan accounting is the discount rate. We use a spot-rate approach, discussed above.
We anticipate contributing approximately $11.0 million to our pension plans in fiscal 2026. 33 Table of Contents One significant assumption for pension plan accounting is the discount rate. We use a spot-rate approach, discussed above.
Other changes in expenses compared to fiscal 2023 ● a decrease in share-based payment expense of $48.4 million primarily due to volatility between periods in our share price and a decrease in the estimated level of achievement of certain performance targets, ● an increase in salary, wage, and fringe benefit expense of $28.0 million primarily due to higher employee headcount and merit increases, ● an increase in short-term incentive expense of $23.0 million primarily due to an increase in the estimated level of achievement of certain performance targets, ● an increase in deferred compensation expense of $8.7 million primarily due to market volatility between periods, ● an increase in information technology-related expenses of $6.9 million, in part due to implementation of a new enterprise resource planning software system in Mexico, and ● a decrease in fixed asset impairments of $4.7 million.
Other changes in expenses compared to fiscal 2024 ● a decrease in short-term incentive expense of $43.9 million primarily due to a decrease in the estimated level of achievement of certain performance targets, ● a decrease in advertising and promotion expense of $26.4 million, ● an increase in salary, wage, and fringe benefit expense of $18.4 million due to merit and employee insurance costs, ● a decrease in consulting and professional fees of $11.8 million, partially due to the implementation of a new enterprise resource planning software system in Mexico in the prior year, and ● an increase in share-based payment expense of $10.5 million.
Financing activities in fiscal 2023 reflected repayments of long-term debt of $712.4 million, the issuance of long-term debt totaling $500.0 million, net short-term borrowing issuances of $351.4 million, cash dividends paid of $623.8 million, and common stock repurchases of $150.0 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.
As of May 26, 2024, there were no outstanding borrowings under the Revolving Credit Facility. We had $586.0 million outstanding under our commercial paper program as of May 26, 2024 and $576.0 million outstanding as of May 28, 2023.
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.
Based on this information, we selected 5.00% for the weighted-average expected long-term rate of return on plan assets for determining our fiscal 2024 pension expense. A 25-basis point increase/decrease in our weighted-average expected long-term rate of return assumption as of the beginning of fiscal 2024 would decrease/increase annual pension expense for our pension plans by $7.1 million.
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.
We expect to have sufficient cash flows from the above cited sources to meet the material cash requirements of these contractual obligations as they become settleable in the ordinary course of business. Capital Expenditures We continue to make investments in our business and operating facilities. Our preliminary estimate of capital expenditures for fiscal 2025 is approximately $500 million.
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. 31 Table of Contents We expect to have sufficient cash flows from the above cited sources to meet the material cash requirements of these contractual obligations as they become settleable in the ordinary course of business.
Overall gross profit increased primarily as a result of higher productivity, lower transportation costs, and lower inventory write-offs, which were partially offset by input cost inflation, lower net sales, and unfavorable operating leverage.
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.
We have recognized a pension liability of $95.9 million and $101.6 million as of the end of fiscal 2024 and 2023, respectively.
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.
The increase in gross profits was partially offset by higher SG&A expenses, including an increase of $6.3 million in advertising and promotion expenses. Operating profit in fiscal 2024 included charges of $36.4 million related to the impairment of a business held for sale and $20.8 million of net charges related to our restructuring plans.
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. Segment operating profit in our International segment for fiscal 2025 reflected a decrease in gross profits of $29.9 million compared to fiscal 2024.
Our most significant affiliate is the Ardent Mills joint venture. Our share of earnings from our equity method investment earnings were $177.6 million and $212.0 million for fiscal 2024 and 2023, respectively. Ardent Mills earnings for fiscal 2024 reflected slightly lower volume trends as seen throughout the industry, partially offset by improved product margins.
Equity Method Investment Earnings 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.
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.
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. 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.
Net sales for fiscal 2024 in our Refrigerated & Frozen segment included a decrease in volumes of 4.1% compared to fiscal 2023 primarily due to lower consumption trends seen throughout the industry partially offset by the impacts of our strategic trade investments.
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.
The increase in price/mix was primarily due to favorability in inflation-driven pricing that was implemented in the prior year. Net sales for fiscal 2024 in our Foodservice segment included an increase in price/mix of 6.7% compared to fiscal 2023, reflecting inflation-driven pricing. Volumes decreased by 5.7% compared to fiscal 2023.
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.
The increase was driven by a higher weighted average interest rate on outstanding debt. See Note 3, “Long-Term Debt” , to the Consolidated Financial Statements contained in this report for further discussion. Equity Method Investment Earnings We include our share of the earnings of certain affiliates based on our economic ownership interest in the affiliates.
Interest Expense, Net 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.
The decrease was driven by the net sales decline discussed above, impacts of input cost inflation, and unfavorable fixed cost leverage, partially offset by productivity, lower transportation costs, and lower inventory write-offs. Operating profit of the Refrigerated & Frozen segment included higher SG&A expenses compared to fiscal 2023, which included a decrease of $19.3 million in advertising and promotion expenses.
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. Pension and Postretirement Non-service Income In fiscal 2025, pension and postretirement non-service income was $25.9 million, an increase of $15.6 million compared to fiscal 2024.
Net sales for fiscal 2024 in our International segment reflected a 2.9% increase due to favorable foreign exchange rates, a 2.6% increase in volumes, and a 2.1% increase in price/mix, in each case compared to fiscal 2023. The increase in volumes was driven by growth in our Mexico business compared to fiscal 2023.
Additionally, we estimate that net sales during fiscal 2025 were impacted by approximately $24 million due to temporary manufacturing disruptions in our Hebrew National ® business during the key grilling season. 27 Table of Contents 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 higher gross profit was due to inflation driven pricing that was primarily implemented in the prior year, productivity, lower transportation costs, lower inventory write-offs, and a net benefit of $14.4 million related to insurance proceeds received for lost sales from our Armour Star ® brand recall.
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 on Armour Star ® . The decrease in gross profits was partially offset by lower SG&A expenses compared to fiscal 2024.
The disclosure requirements must be applied retrospectively to all prior periods presented in the financial statements. The effective date for the standard is for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted.
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.
Results for fiscal 2024 are not necessarily indicative of results that may be attained in the future. EXECUTIVE OVERVIEW Conagra Brands, Inc. (the “Company”, “Conagra Brands”, “we”, “us”, or “our”), headquartered in Chicago, is one of North America’s leading branded food companies.
The discussion that follows should be read together with the consolidated financial statements and related notes contained in this report. Results for fiscal 2025 are not necessarily indicative of results that may be attained in the future. EXECUTIVE OVERVIEW Conagra Brands, Inc.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeAs of May 26, 2024 and May 28, 2023, a 1% increase in interest rates would decrease the fair value of our fixed rate debt by approximately $356.6 million and $392.8 million, respectively, while a 1% decrease in interest rates would increase the fair value of our fixed rate debt by approximately $400.5 million and $441.7 million, respectively. 36 Table of Contents Foreign Currency Risk In order to reduce exposures for our processing activities related to changes in foreign currency exchange rates, we may enter into forward exchange or option contracts for transactions denominated in a currency other than the functional currency for certain of our operations.
Biggest changeForeign Currency Risk In order to reduce exposures for our processing activities related to changes in foreign currency exchange rates, we may enter into forward exchange or option contracts for transactions denominated in a currency other than the functional currency for certain of our operations.
Effect of Hypothetical 10% Fluctuation The potential gain or loss on the fair value of our outstanding commodity and foreign exchange contracts, assuming a hypothetical 10% fluctuation in commodity prices and foreign currency exchange rates, would have been (in millions): ​ ​ ​ ​ ​ ​ ​ ​ ​ Fair Value Impact In Millions Average During the Fiscal Year Ended May 26, 2024 Average During the Fiscal Year Ended May 28, 2023 Energy commodities ​ $ 4.4 ​ $ 4.5 Agriculture commodities ​ ​ 4.5 ​ ​ 9.0 Foreign exchange ​ ​ 10.0 ​ ​ 8.7 ​ It should be noted that any change in the fair value of our derivative contracts, real or hypothetical, would be significantly offset by an inverse change in the value of the underlying hedged items.
Effect of Hypothetical 10% Fluctuation The potential gain or loss on the fair value of our outstanding commodity and foreign exchange contracts, assuming a hypothetical 10% fluctuation in commodity prices and foreign currency exchange rates, would have been (in millions): ​ ​ ​ ​ ​ ​ ​ ​ ​ Fair Value Impact In Millions Average During the Fiscal Year Ended May 25, 2025 Average During the Fiscal Year Ended May 26, 2024 Energy commodities ​ $ 5.7 ​ $ 4.4 Agriculture commodities ​ ​ 8.4 ​ ​ 4.5 Foreign exchange ​ ​ 9.6 ​ ​ 10.0 ​ It should be noted that any change in the fair value of our derivative contracts, real or hypothetical, would be significantly offset by an inverse change in the value of the underlying hedged items.
In relation to foreign currency contracts, this hypothetical calculation assumes that each exchange rate would change in the same direction relative to the U.S. dollar. ​ 37 Table of Contents
In relation to foreign currency contracts, this hypothetical calculation assumes that each exchange rate would change in the same direction relative to the U.S. dollar. ​ 36 Table of Contents
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK The principal market risks affecting us during fiscal 2024 and 2023 were exposures to price fluctuations of commodity and energy inputs, interest rates, and foreign currencies. Commodity Market Risk We purchase commodity inputs such as wheat, corn, vegetable oils, pork, dairy products, and energy to be used in our operations.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK The principal market risks affecting us during fiscal 2025 and 2024 were exposures to price fluctuations of commodity and energy inputs, interest rates, and foreign currencies. 35 Table of Contents Commodity Market Risk We purchase commodity inputs such as wheat, corn, vegetable oils, pork, dairy products, and energy to be used in our operations.
As of May 26, 2024 and May 28, 2023, the fair value of our long-term debt (including current installments) was estimated at $7.26 billion and $8.31 billion, respectively, based on current market rates.
As of May 25, 2025 and May 26, 2024, the fair value of our long-term debt (including current installments) was estimated at $7.03 billion and $7.26 billion, respectively, based on current market rates.
Added
As of May 25, 2025 and May 26, 2024, a 1% increase in interest rates would decrease the fair value of our fixed rate debt by approximately $302.8 million and $356.6 million, respectively, while a 1% decrease in interest rates would increase the fair value of our fixed rate debt by approximately $339.3 million and $400.5 million, respectively.