Conagra Brands Inc 10-Q for FY2026 Q3

Conagra Brands Inc. (CAG)

10-Q 2026-04-01 For: 2026-02-22

Added on April 08, 2026

About this 10-Q

Conagra Brands Inc filed this 10-Q on April 1, 2026, covering the quarter ended February 22, 2026 (FY2026 Q3).

Headline figures

Quarter ended February 22, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $2.79B; down 1.9% from $2.84B a year earlier
Net income: $199.8M; up 37.7% from net income of $145.1M a year earlier
Diluted EPS: $0.42; up 40.0% from $0.30 a year earlier

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Delaware	47-0248710
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

222 W. Merchandise Mart Plaza, Suite 1300 Chicago, Illinois	60654
(Address of principal executive offices)	(Zip Code)


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $5.00 par value	CAG	New York Stock Exchange


Large accelerated filer ☒	Accelerated filer ☐	Non-accelerated filer ☐	Smaller reporting company ☐	Emerging growth company ☐


PART I. FINANCIAL INFORMATION		1

Item 1	Financial Statements	1

	Unaudited Condensed Consolidated Statements of Operations for the Thirteen and Thirty-Nine Weeks Ended February 22, 2026 and February 23, 2025	1

	Unaudited Condensed Consolidated Statements of Comprehensive Income (Loss) for the Thirteen and Thirty-Nine Weeks Ended February 22, 2026 and February 23, 2025	2

	Unaudited Condensed Consolidated Balance Sheets as of February 22, 2026 and May 25, 2025	3

	Unaudited Condensed Consolidated Statements of Cash Flows for the Thirty-Nine Weeks Ended February 22, 2026 and February 23, 2025	4

	Notes to Unaudited Condensed Consolidated Financial Statements	5

Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	23

Item 3	Quantitative and Qualitative Disclosures About Market Risk	31

Item 4	Controls and Procedures	32

PART II. OTHER INFORMATION		32

Item 1	Legal Proceedings	32

Item 1A	Risk Factors	32

Item 5	Other Information	33

Item 6	Exhibits	33

Signatures		34


		Thirteen Weeks Ended						Thirty-Nine Weeks Ended
		February 22, 2026			February 23, 2025			February 22, 2026		February 23, 2025
Net sales		$	2,787.8		$	2,841.0		$	8,399.5	$	8,831.0
Cost of goods sold			2,130.1			2,130.7			6,405.2		6,534.7
Gross profit		$	657.7		$	710.3		$	1,994.3	$	2,296.3
Selling, general and administrative expenses			377.6			443.7			1,038.3		1,204.3
Goodwill impairment charges			—			—			771.3		—
Other intangible asset impairment charges			—			—			197.0		18.9
Loss (gain) on divestitures			—			27.2			(42.2)		29.5
Operating profit		$	280.1		$	239.4		$	29.9	$	1,043.6
Pension and postretirement non-service income			6.1			3.1			18.3		9.3
Interest expense, net			93.1			100.9			282.9		314.9
Equity method investment earnings			36.5			47.4			98.1		125.0
Income (loss) before income taxes			229.6			189.0			(136.6)		863.0
Income tax expense (benefit)			29.8			43.9			162.7		(33.5)
Net income (loss)		$	199.8		$	145.1		$	(299.3)	$	896.5
Less: Net income attributable to noncontrolling interests			—			—			—		0.1
Net income (loss) attributable to Conagra Brands, Inc.		$	199.8		$	145.1		$	(299.3)	$	896.4
Earnings (loss) per share — basic
Net income (loss) attributable to Conagra Brands, Inc. common stockholders		$	0.42		$	0.30		$	(0.63)	$	1.87
Earnings (loss) per share — diluted
Net income (loss) attributable to Conagra Brands, Inc. common stockholders		$	0.42		$	0.30		$	(0.63)	$	1.87


☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


	May 25, 2025
Current assets	$	69.2
Noncurrent assets (including goodwill of $230.4 million)		488.8
Current liabilities		2.7
Noncurrent liabilities		0.2


	May 25, 2025
Current assets	$	24.9
Noncurrent assets (including goodwill of $17.1 million)		18.6


	Grocery &			Refrigerated
	Snacks			& Frozen			International			Corporate			Total
Accelerated depreciation	$	0.4		$	—		$	—		$	—		$	0.4
Other cost of goods sold		1.7			0.1			—			—			1.8
Total cost of goods sold		2.1			0.1			—			—			2.2
Severance and related costs		(0.1)			—			0.3			8.0			8.2
Asset impairment (net of gains on disposal)		(0.7)			(7.3)			—			(0.4)			(8.4)
Contract/lease termination		0.5			—			—			0.2			0.7
Consulting/professional fees		—			—			—			2.9			2.9
Other SG&A		4.4			0.5			—			0.2			5.1
Total SG&A		4.1			(6.8)			0.3			10.9			8.5
Total	$	6.2		$	(6.7)		$	0.3		$	10.9		$	10.7


					Costs
					Incurred and
		Balance as of			Charged to			Costs Paid or			Changes in			Balance as of
		May 25, 2025			Expense			Otherwise Settled			Estimates			February 22, 2026
Severance and related costs		$	14.6		$	11.2		$	(9.6)		$	(1.4)		$	14.8
Contract/lease termination			—			0.7			(0.2)			—			0.5
Consulting/professional fees			—			2.9			(0.6)			—			2.3
Other costs			2.8			7.3			(8.1)			—			2.0
Total		$	17.4		$	22.1		$	(18.5)		$	(1.4)		$	19.6


		Grocery & Snacks			Refrigerated & Frozen ¹			International			Foodservice			Total
Balance as of May 25, 2025		$	4,663.1		$	4,916.6		$	202.1		$	720.1		$	10,501.9
Currency translation			—			—			0.1			—			0.1
Impairment			—			(771.3)			—			—			(771.3)
Balance as of February 22, 2026		$	4,663.1		$	4,145.3		$	202.2		$	720.1		$	9,730.7


		February 22, 2026						May 25, 2025
		Gross						Gross
		Carrying			Accumulated			Carrying			Accumulated
		Amount			Amortization			Amount			Amortization
Non-amortizing intangible assets
Brands and trademarks		$	1,603.6		$	—		$	1,800.5		$	—
Amortizing intangible assets
Customer relationships and intellectual property			1,215.9			627.7			1,215.9			595.3
		$	2,819.5		$	627.7		$	3,016.4		$	595.3


		Location in Condensed Consolidated Statements of Operations of Gains (Losses)		Gains (Losses) Recognized on Derivatives in Condensed Consolidated Statements of Operations for the Thirteen Weeks Ended
Derivatives Not Designated as Hedging Instruments		Recognized on Derivatives		February 22, 2026			February 23, 2025
Commodity contracts		Cost of goods sold		$	7.8		$	6.4
Foreign exchange contracts		Cost of goods sold			(6.7)			1.6
Total gains from derivative instruments not designated as hedging instruments				$	1.1		$	8.0


		Pension Plans
		Thirteen Weeks Ended						Thirty-Nine Weeks Ended
		February 22, 2026			February 23, 2025			February 22, 2026			February 23, 2025
Service cost		$	1.4		$	1.4		$	4.1		$	4.1
Interest cost			22.0			34.4			66.2			101.8
Expected return on plan assets			(27.8)			(37.0)			(83.4)			(109.4)
Amortization of prior service cost			0.4			0.4			1.2			1.2
Pension cost (benefit) — Company plans			(4.0)			(0.8)			(11.9)			(2.3)
Pension cost (benefit) — multi-employer plans			2.1			2.1			7.2			7.3
Total pension cost (benefit)		$	(1.9)		$	1.3		$	(4.7)		$	5.0


		Thirteen Weeks Ended
		February 22, 2026									February 23, 2025
					Tax									Tax
		Pre-Tax			(Expense)			After- Tax			Pre-Tax			(Expense)			After- Tax
		Amount			Benefit			Amount			Amount			Benefit			Amount
Net income		$	229.6		$	(29.8)		$	199.8		$	189.0		$	(43.9)		$	145.1
Other comprehensive income:
Derivative adjustments:
Unrealized derivative adjustments			0.5			(0.1)			0.4			1.2			(0.3)			0.9
Reclassification for derivative adjustments included in net income			(1.0)			0.2			(0.8)			(1.6)			0.4			(1.2)
Unrealized currency translation gains (losses)			25.7			—			25.7			(4.4)			—			(4.4)
Pension and postretirement benefit obligations:
Reclassification for pension and postretirement benefit obligations included in net income			(0.9)			0.2			(0.7)			(1.2)			0.3			(0.9)
Comprehensive income		$	253.9		$	(29.5)		$	224.4		$	183.0		$	(43.5)		$	139.5


		February 22, 2026			May 25, 2025
ASSETS
Current assets
Cash and cash equivalents		$	55.1		$	68.0
Receivables, less allowance for doubtful accounts of $4.6 and $3.6			757.0			770.0
Inventories			1,943.6			2,048.3
Prepaid expenses and other current assets			135.1			90.6
Current assets held for sale			—			94.1
Total current assets			2,890.8			3,071.0
Property, plant and equipment			6,713.6			6,558.1
Less accumulated depreciation			(3,913.0)			(3,731.5)
Property, plant and equipment, net			2,800.6			2,826.6
Goodwill			9,730.7			10,501.9
Brands, trademarks and other intangibles, net			2,191.8			2,421.1
Other assets			1,585.4			1,571.0
Noncurrent assets held for sale			13.0			542.3
		$	19,212.3		$	20,933.9
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Notes payable		$	98.2		$	804.7
Current installments of long-term debt			777.1			1,028.8
Accounts and other payables			1,416.8			1,590.1
Accrued payroll			166.1			146.0
Other accrued liabilities			749.9			744.7
Current liabilities held for sale			—			2.7
Total current liabilities			3,208.1			4,317.0
Senior long-term debt, excluding current installments			6,457.1			6,234.1
Deferred income taxes			788.2			810.3
Other noncurrent liabilities			594.8			639.6
Noncurrent liabilities held for sale			—			0.2
Total liabilities			11,048.2			12,001.2
Common stockholders' equity
Common stock of $5 par value, authorized 1,200,000,000 shares; issued 584,219,229			2,921.2			2,921.2
Additional paid-in capital			2,315.7			2,347.2
Retained earnings			5,955.6			6,759.1
Accumulated other comprehensive income			34.1			16.3
Less treasury stock, at cost, 105,782,073 and 106,846,304 common shares			(3,062.5)			(3,111.1)
Total stockholders' equity			8,164.1			8,932.7
		$	19,212.3		$	20,933.9


		Thirty-Nine Weeks Ended
		February 22, 2026			February 23, 2025
Cash flows from operating activities:
Net income (loss)		$	(299.3)		$	896.5
Adjustments to reconcile net income (loss) to net cash flows from operating activities:
Depreciation and amortization			293.7			294.9
Asset impairment charges			976.5			94.1
Loss (gain) on divestitures			(42.2)			29.5
Equity method investment earnings less than (in excess of) distributions			0.7			(35.5)
Stock-settled share-based payments expense			49.7			36.1
Contributions to pension plans			(8.1)			(9.1)
Pension benefit			(11.9)			(2.3)
Other items			(9.5)			(7.8)
Change in operating assets and liabilities excluding effects of business acquisitions and dispositions:
Receivables			(63.7)			150.1
Inventories			106.7			71.0
Deferred income taxes and income taxes payable, net			30.9			(199.1)
Prepaid expenses and other current assets			(42.1)			(18.4)
Accounts and other payables			(102.9)			(48.2)
Accrued payroll			22.8			(47.4)
Other accrued liabilities			70.8			71.3
Litigation receivables, net of recoveries			80.2			(57.0)
Litigation accruals, net of payments			(156.7)			127.5
Net cash flows from operating activities			895.6			1,346.2
Cash flows from investing activities:
Additions to property, plant and equipment			(314.2)			(304.2)
Sale of property, plant and equipment			38.2			3.3
Purchase of businesses, net of cash acquired			—			(230.6)
Proceeds from divestitures, net of cash divested			648.9			76.8
Other items			(1.8)			(2.5)
Net cash flows from investing activities			371.1			(457.2)
Cash flows from financing activities:
Issuance of short-term borrowings, maturities greater than 90 days			88.2			103.3
Repayment of short-term borrowings, maturities greater than 90 days			(598.9)			(103.3)
Net repayment of other short-term borrowings, maturities less than or equal to 90 days			(195.8)			(52.6)
Issuance of long-term debt			1,000.0			—
Repayment of long-term debt			(1,026.3)			(274.8)
Debt issuance costs			(11.7)			—
Repurchase of Conagra Brands, Inc. common shares			(15.3)			(64.0)


		Thirteen Weeks Ended						Thirty-Nine Weeks Ended
		February 22, 2026			February 23, 2025			February 22, 2026			February 23, 2025
Net income (loss) attributable to Conagra Brands, Inc. common stockholders:		$	199.8		$	145.1		$	(299.3)		$	896.4
Weighted average shares outstanding:
Basic weighted average shares outstanding			479.0			478.1			478.9			478.4
Add: Dilutive effect of stock options, restricted stock unit awards, and other dilutive securities			0.8			1.2			—			1.3
Diluted weighted average shares outstanding			479.8			479.3			478.9			479.7


		Postretirement Plans
		Thirteen Weeks Ended						Thirty-Nine Weeks Ended
		February 22, 2026			February 23, 2025			February 22, 2026			February 23, 2025
Service cost		$	—		$	—		$	0.1		$	0.1
Interest cost			0.6			0.6			1.7			1.8
Amortization of prior service cost (benefit)			(0.4)			(0.4)			(1.3)			(1.3)
Recognized net actuarial gain			(0.9)			(1.1)			(2.7)			(3.4)
Total postretirement cost (benefit)		$	(0.7)		$	(0.9)		$	(2.2)		$	(2.8)


		Conagra Brands, Inc. Stockholders' Equity
													Accumulated
							Additional						Other
		Common		Common			Paid-in			Retained			Comprehensive			Treasury			Total
		Shares		Stock			Capital			Earnings			Income			Stock			Equity
Balance at May 25, 2025		584.2		$	2,921.2		$	2,347.2		$	6,759.1		$	16.3		$	(3,111.1)		$	8,932.7
Stock option and incentive plans								(60.2)									61.1			0.9
Currency translation adjustments														1.1						1.1
Repurchase of common shares																	(15.0)			(15.0)
Derivative adjustments														(0.4)						(0.4)
Pension and postretirement healthcare benefits														(0.3)						(0.3)
Dividends declared on common stock; $0.35 per share											(167.7)									(167.7)
Net income attributable to Conagra Brands, Inc.											164.5									164.5
Balance at August 24, 2025		584.2		$	2,921.2		$	2,287.0		$	6,755.9		$	16.7		$	(3,065.0)		$	8,915.8
Stock option and incentive plans								13.5			(0.6)						0.6			13.5
Currency translation adjustments														(4.9)						(4.9)
Repurchase of common shares																	(0.3)			(0.3)
Derivative adjustments														(1.6)						(1.6)
Pension and postretirement healthcare benefits														(0.7)						(0.7)
Dividends declared on common stock; $0.35 per share											(167.4)									(167.4)
Net loss attributable to Conagra Brands, Inc.											(663.6)									(663.6)
Balance at November 23, 2025		584.2		$	2,921.2		$	2,300.5		$	5,924.3		$	9.5		$	(3,064.7)		$	8,090.8
Stock option and incentive plans								15.2			(1.0)						2.2			16.4
Currency translation adjustments														25.7						25.7
Derivative adjustments														(0.4)						(0.4)
Pension and postretirement healthcare benefits														(0.7)						(0.7)
Dividends declared on common stock; $0.35 per share											(167.5)									(167.5)
Net income attributable to Conagra Brands, Inc.											199.8									199.8
Balance at February 22, 2026		584.2		$	2,921.2		$	2,315.7		$	5,955.6		$	34.1		$	(3,062.5)		$	8,164.1


								Affected Line Item in the Condensed Consolidated Statement of
		Thirteen Weeks Ended						Operations¹
		February 22, 2026			February 23, 2025
Net derivative adjustments:
Cash flow hedges		$	(0.5)		$	(0.7)		Interest expense, net
Cash flow hedges			(0.5)			(0.9)		Equity method investment earnings
			(1.0)			(1.6)		Total before tax
			0.2			0.4		Income tax expense
		$	(0.8)		$	(1.2)		Net of tax
Pension and postretirement liabilities:
Net prior service cost (benefit)		$	—		$	(0.1)		Pension and postretirement non-service income
Net actuarial gain			(0.9)			(1.1)		Pension and postretirement non-service income
			(0.9)			(1.2)		Total before tax
			0.2			0.3		Income tax expense
		$	(0.7)		$	(0.9)		Net of tax


		Level 1			Level 2			Level 3			Net Value
Assets:
Derivative assets		$	3.4		$	1.8		$	—		$	5.2
Deferred compensation assets			6.5			—			—			6.5
Available-for-sale debt securities			—			—			2.0			2.0
Total assets		$	9.9		$	1.8		$	2.0		$	13.7
Liabilities:
Derivative liabilities		$	—		$	4.4		$	—		$	4.4
Deferred compensation liabilities			77.8			—			—			77.8
Total liabilities		$	77.8		$	4.4		$	—		$	82.2


	Thirteen Weeks Ended February 22, 2026
			Grocery & Snacks		Refrigerated & Frozen		International		Foodservice		Total
Net sales		$	1,167.1	$	1,133.2	$	226.8	$	260.7	$	2,787.8
Segment cost of goods sold¹			837.4		909.1		168.0		213.8		2,128.3
Segment SG&A expenses²			113.0		119.3		27.1		20.9		280.3
Segment operating profit		$	216.7	$	104.8	$	31.7	$	26.0	$	379.2
General corporate expenses³											90.3
Other charges, net⁴											8.8
Operating profit										$	280.1
Pension and postretirement non-service income											6.1
Interest expense, net											93.1
Equity method investment earnings											36.5
Income before income taxes										$	229.6


	Thirteen Weeks Ended February 23, 2025
			Grocery & Snacks		Refrigerated & Frozen		International		Foodservice		Total
Net sales		$	1,245.4	$	1,115.6	$	223.9	$	256.1	$	2,841.0
Segment cost of goods sold¹			882.9		883.1		163.7		207.4		2,137.1
Segment SG&A expenses²			120.1		108.5		26.8		20.1		275.5
Segment operating profit		$	242.4	$	124.0	$	33.4	$	28.6	$	428.4
General corporate expenses³											155.6
Loss on divestitures											27.2
Other charges, net⁴											6.2
Operating profit										$	239.4
Pension and postretirement non-service income											3.1
Interest expense, net											100.9
Equity method investment earnings											47.4
Income before income taxes										$	189.0


	Thirty-Nine Weeks Ended February 22, 2026
			Grocery & Snacks		Refrigerated & Frozen		International		Foodservice		Total
Net sales		$	3,455.8	$	3,460.6	$	669.5	$	813.6	$	8,399.5
Segment cost of goods sold¹			2,453.8		2,787.3		489.5		668.0		6,398.6
Segment SG&A expenses²			333.3		326.6		78.5		60.6		799.0
Segment operating profit		$	668.7	$	346.7	$	101.5	$	85.0	$	1,201.9
General corporate expenses³											241.0
Other intangible asset impairment charges											197.0
Goodwill impairment charges											771.3
Gain on divestitures											(42.2)
Other charges, net⁴											4.9
Operating profit										$	29.9
Pension and postretirement non-service income											18.3
Interest expense, net											282.9
Equity method investment earnings											98.1
Loss before income taxes										$	(136.6)


	Thirty-Nine Weeks Ended February 23, 2025
			Grocery & Snacks		Refrigerated & Frozen		International		Foodservice		Total
Net sales		$	3,749.1	$	3,540.5	$	726.4	$	815.0	$	8,831.0
Segment cost of goods sold¹			2,617.7		2,752.6		531.8		657.3		6,559.4
Segment SG&A expenses²			340.0		306.7		86.0		58.2		790.9
Segment operating profit		$	791.4	$	481.2	$	108.6	$	99.5	$	1,480.7
General corporate expenses³											317.7
Other intangible asset impairment charges											18.9
Loss on divestitures											29.5
Other charges, net⁴											71.0
Operating profit										$	1,043.6
Pension and postretirement non-service income											9.3
Interest expense, net											314.9
Equity method investment earnings											125.0
Income before income taxes										$	863.0


		Net Sales
($ in millions)		Thirteen Weeks Ended								Thirty-Nine Weeks Ended
Reporting Segment		February 22, 2026			February 23, 2025			% Inc (Dec)		February 22, 2026			February 23, 2025			% Inc (Dec)
Grocery & Snacks		$	1,167.1		$	1,245.4		(6.3)%		$	3,455.8		$	3,749.1		(7.8)%
Refrigerated & Frozen			1,133.2			1,115.6		1.6%			3,460.6			3,540.5		(2.3)%
International			226.8			223.9		1.3%			669.5			726.4		(7.8)%
Foodservice			260.7			256.1		1.8%			813.6			815.0		(0.2)%
Total		$	2,787.8		$	2,841.0		(1.9)%		$	8,399.5		$	8,831.0		(4.9)%


		Segment Operating Profit ¹
($ in millions)		Thirteen Weeks Ended								Thirty-Nine Weeks Ended
Reporting Segment		February 22, 2026			February 23, 2025			% Inc (Dec)		February 22, 2026			February 23, 2025			% Inc (Dec)
Grocery & Snacks		$	216.7		$	242.4		(10.6)%		$	668.7		$	791.4		(15.5)%
Refrigerated & Frozen			104.8			124.0		(15.4)%			346.7			481.2		(27.9)%
International			31.7			33.4		(5.4)%			101.5			108.6		(6.5)%
Foodservice			26.0			28.6		(9.2)%			85.0			99.5		(14.6)%


		Fair Value Impact
In Millions		February 22, 2026			February 23, 2025
Energy commodities		$	1.2		$	0.9
Agriculture commodities			7.1			6.3
Foreign exchange			9.6			8.0

EXHIBIT		DESCRIPTION

3.1		Restated Certificate of Incorporation of Conagra Brands, Inc., incorporated herein by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed with the SEC on September 23, 2024

3.2		Amended and Restated Bylaws of Conagra Brands, Inc., incorporated by reference to Exhibit 3.1 of Conagra Brands' Current Report on Form 8-K filed with the SEC on May 21, 2024

31.1		Section 302 Certificate of Chief Executive Officer

31.2		Section 302 Certificate of Chief Financial Officer

32		Section 906 Certificates

101		The following materials from Conagra Brands' Quarterly Report on Form 10-Q for the quarter ended February 22, 2026, formatted in Inline XBRL (eXtensible Business Reporting Language): (i) the Condensed Consolidated Statements of Operations, (ii) the Condensed Consolidated Statements of Comprehensive Income (Loss), (iii) the Condensed Consolidated Balance Sheets, (iv) the Condensed Consolidated Statements of Cash Flows, (v) Notes to Unaudited Condensed Consolidated Financial Statements, and (vi) document and entity information.

104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)


	CONAGRA BRANDS, INC.

	By:	/s/ DAVID S. MARBERGER
		David S. Marberger
		Executive Vice President and Chief Financial Officer

	By:	/s/ MELISSA C. NAPIER
		Melissa C. Napier
		Senior Vice President and Corporate Controller


Date: April 1st, 2026

/s/ SEAN M. CONNOLLY
Sean M. Connolly
Chief Executive Officer


April 1st, 2026

/s/ SEAN M. CONNOLLY
Sean M. Connolly
Chief Executive Officer