Conagra Brands Inc 10-Q for FY2026 Q1

Conagra Brands Inc. (CAG)

10-Q 2025-10-01 For: 2025-08-24

Added on April 08, 2026

About this 10-Q

Conagra Brands Inc filed this 10-Q on October 1, 2025, covering the quarter ended August 24, 2025 (FY2026 Q1).

Headline figures

Quarter ended August 24, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $2.63B; down 5.8% from $2.79B a year earlier
Net income: $164.5M; down 64.8% from net income of $466.8M a year earlier
Diluted EPS: $0.34; down 64.9% from $0.97 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 Earnings for the Thirteen Weeks Ended August 24, 2025 and August 25, 2024	1

	Unaudited Condensed Consolidated Statements of Comprehensive Income for the Thirteen Weeks Ended August 24, 2025 and August 25, 2024	2

	Unaudited Condensed Consolidated Balance Sheets as of August 24, 2025 and May 25, 2025	3

	Unaudited Condensed Consolidated Statements of Cash Flows for the Thirteen Weeks Ended August 24, 2025 and August 25, 2024	4

	Notes to Unaudited Condensed Consolidated Financial Statements	5

Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	19

Item 3	Quantitative and Qualitative Disclosures About Market Risk	25

Item 4	Controls and Procedures	26

PART II. OTHER INFORMATION		27

Item 1	Legal Proceedings	27

Item 1A	Risk Factors	27

Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	27

Item 5	Other Information	27

Item 6	Exhibits	27

Signatures		29


	Thirteen Weeks Ended
	August 24, 2025		August 25, 2024
Net sales	$	2,632.6	$	2,794.9
Cost of goods sold		1,992.0		2,055.6
Gross profit	$	640.6	$	739.3
Selling, general and administrative expenses		335.6		335.4
Loss (gain) on divestitures		(42.4)		2.3
Operating profit	$	347.4	$	401.6
Pension and postretirement non-service income		6.1		3.1
Interest expense, net		93.8		105.8
Equity method investment earnings		29.4		29.1
Income before income taxes		289.1		328.0
Income tax expense (benefit)		124.6		(138.9)
Net income	$	164.5	$	466.9
Less: Net income attributable to noncontrolling interests		—		0.1
Net income attributable to Conagra Brands, Inc.	$	164.5	$	466.8
Earnings per share — basic
Net income attributable to Conagra Brands, Inc. common stockholders	$	0.34	$	0.97
Earnings per share — diluted
Net income attributable to Conagra Brands, Inc. common stockholders	$	0.34	$	0.97


☒	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


	August 24, 2025		May 25, 2025
ASSETS
Current assets
Cash and cash equivalents	$	698.1	$	68.0
Receivables, less allowance for doubtful accounts of $4.2 and $3.6		756.5		770.0
Inventories		2,258.2		2,048.3
Prepaid expenses and other current assets		127.3		90.6
Current assets held for sale		—		94.1
Total current assets		3,840.1		3,071.0
Property, plant and equipment		6,623.7		6,574.1
Less accumulated depreciation		(3,807.9)		(3,738.2)
Property, plant and equipment, net		2,815.8		2,835.9
Goodwill		10,501.6		10,501.9
Brands, trademarks and other intangibles, net		2,410.2		2,421.1
Other assets		1,579.5		1,571.0
Noncurrent assets held for sale		25.6		533.0
	$	21,172.8	$	20,933.9
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Notes payable	$	41.5	$	804.7
Current installments of long-term debt		1,015.7		1,028.8
Accounts and other payables		1,532.5		1,590.1
Accrued payroll		113.5		146.0
Other accrued liabilities		926.4		744.7
Current liabilities held for sale		—		2.7
Total current liabilities		3,629.6		4,317.0
Senior long-term debt, excluding current installments		7,222.6		6,234.1
Deferred income taxes		810.6		810.3
Other noncurrent liabilities		594.2		639.6
Noncurrent liabilities held for sale		—		0.2
Total liabilities		12,257.0		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		2,287.0		2,347.2
Retained earnings		6,755.9		6,759.1
Accumulated other comprehensive income		16.7		16.3
Less treasury stock, at cost, 105,867,588 and 106,846,304 common shares		(3,065.0)		(3,111.1)
Total stockholders' equity		8,915.8		8,932.7
	$	21,172.8	$	20,933.9


	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		0.2		0.1		—		—		0.3
Total cost of goods sold		0.6		0.1		—		—		0.7
Severance and related costs		—		—		0.3		1.0		1.3
Asset impairment (net of gains on disposal)		0.2		0.6		—		—		0.8
Contract/lease termination		—		—		—		0.1		0.1
Other SG&A		1.2		0.3		—		—		1.5
Total SG&A		1.4		0.9		0.3		1.1		3.7
Total	$	2.0	$	1.0	$	0.3	$	1.1	$	4.4


			Costs
			Incurred and
	Balance at		Charged to		Costs Paid or		Balance at
	May 25, 2025		Expense		Otherwise Settled		August 24, 2025
Severance and related costs	$	14.6	$	1.3	$	(3.9)	$	12.0
Contract/lease termination		—		0.1		(0.1)		—
Other costs		2.8		1.8		(2.8)		1.8
Total	$	17.4	$	3.2	$	(6.8)	$	13.8


	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		—		—		(0.3)		—		(0.3)
Balance as of August 24, 2025	$	4,663.1	$	4,916.6	$	201.8	$	720.1	$	10,501.6


	August 24, 2025				May 25, 2025
	Gross				Gross
	Carrying		Accumulated		Carrying		Accumulated
	Amount		Amortization		Amount		Amortization
Non-amortizing intangible assets
Brands and trademarks	$	1,800.5	$	—	$	1,800.5	$	—
Amortizing intangible assets
Customer relationships and intellectual property		1,215.6		605.9		1,215.9		595.3
	$	3,016.1	$	605.9	$	3,016.4	$	595.3


	Location in Condensed Consolidated Statements of Earnings of Gains (Losses)	Gains (Losses) Recognized on Derivatives in Condensed Consolidated Statements of Earnings for the Thirteen Weeks Ended
Derivatives Not Designated as Hedging Instruments	Recognized on Derivatives	August 24, 2025		August 25, 2024
Commodity contracts	Cost of goods sold	$	0.6	$	(6.9)
Foreign exchange contracts	Cost of goods sold		(1.2)		3.2
Total losses from derivative instruments not designated as hedging instruments		$	(0.6)	$	(3.7)


	Thirteen Weeks Ended
	August 24, 2025		August 25, 2024
Cash flows from operating activities:
Net income	$	164.5	$	466.9
Adjustments to reconcile net income to net cash flows from operating activities:
Depreciation and amortization		95.3		99.1
Asset impairment charges		1.2		0.1
Loss (gain) on divestitures		(42.4)		2.3
Equity method investment earnings in excess of distributions		(0.2)		(5.2)
Stock-settled share-based payments expense		19.6		20.6
Contributions to pension plans		(2.7)		(2.9)
Pension benefit		(4.0)		(0.8)
Other items		(3.6)		6.7
Change in operating assets and liabilities excluding effects of business acquisitions and dispositions:
Receivables		(51.3)		(62.5)
Inventories		(207.4)		(112.5)
Deferred income taxes and income taxes payable, net		99.3		(165.9)
Prepaid expenses and other current assets		(41.8)		(43.0)
Accounts and other payables		20.3		67.7
Accrued payroll		(29.9)		(83.7)
Other accrued liabilities		91.7		84.4
Litigation receivables, net of recoveries		65.1		5.0
Litigation accruals, net of payments		(53.1)		(7.7)
Net cash flows from operating activities		120.6		268.6
Cash flows from investing activities:
Additions to property, plant and equipment		(146.8)		(133.0)
Sale of property, plant and equipment		6.2		0.3
Purchase of businesses, net of cash acquired		—		(230.4)
Proceeds from divestitures, net of cash divested		643.6		76.8
Other items		(1.0)		—
Net cash flows from investing activities		502.0		(286.3)
Cash flows from financing activities:
Issuance of short-term borrowings, maturities greater than 90 days		31.9		35.1
Repayment of short-term borrowings, maturities greater than 90 days		(536.3)		(35.3)
Net issuance (repayment) of other short-term borrowings, maturities less than or equal to 90 days		(258.8)		336.4
Issuance of long-term debt		1,000.0		—
Repayment of long-term debt		(18.0)		(14.9)
Debt issuance costs		(10.6)		—
Repurchase of Conagra Brands, Inc. common shares		(15.0)		(64.0)


	August 24, 2025		May 25, 2025
Raw materials and packaging	$	313.1	$	300.8
Work in process		260.4		243.5
Finished goods		1,575.8		1,393.0
Supplies and other		108.9		111.0
Total	$	2,258.2	$	2,048.3


	Conagra Brands, Inc. Stockholders' Equity
								Accumulated
				Additional				Other
	Common	Common		Paid-in		Retained		Comprehensive		Treasury		Noncontrolling		Total
	Shares	Stock		Capital		Earnings		Loss		Stock		Interests		Equity
Balance at May 26, 2024	584.2	$	2,921.2	$	2,363.2	$	6,276.3	$	(35.5)	$	(3,084.8)	$	70.9	$	8,511.3
Stock option and incentive plans					(33.5)		(0.5)				34.8				0.8
Currency translation adjustments									22.5				38.0		60.5
Repurchase of common shares											(64.0)				(64.0)
Derivative adjustments									(3.3)						(3.3)
Activities of noncontrolling interests													(108.9)		(108.9)
Pension and postretirement healthcare benefits									0.2						0.2
Dividends declared on common stock; $0.35 per share							(167.8)								(167.8)
Net income attributable to Conagra Brands, Inc.							466.8								466.8
Balance at August 25, 2024	584.2	$	2,921.2	$	2,329.7	$	6,574.8	$	(16.1)	$	(3,114.0)	$	—	$	8,695.6


	Level 1		Level 2		Level 3		Net Value
Assets:
Derivative assets	$	4.7	$	—	$	—	$	4.7
Deferred compensation assets		6.0		—		—		6.0
Available-for-sale debt securities		—		—		2.2		2.2
Total assets	$	10.7	$	—	$	2.2	$	12.9
Liabilities:
Derivative liabilities	$	—	$	5.1	$	—	$	5.1
Deferred compensation liabilities		70.9		—		—		70.9
Total liabilities	$	70.9	$	5.1	$	—	$	76.0


	Pension Plans
	Thirteen Weeks Ended
	August 24, 2025		August 25, 2024
Service cost	$	1.4	$	1.4
Interest cost		22.0		34.0
Expected return on plan assets		(27.8)		(36.6)
Amortization of prior service cost		0.4		0.4
Pension cost (benefit) — Company plans		(4.0)		(0.8)
Pension cost (benefit) — multi-employer plans		2.3		2.2
Total pension cost (benefit)	$	(1.7)	$	1.4


	Postretirement Plans
	Thirteen Weeks Ended
	August 24, 2025		August 25, 2024
Interest cost	$	0.6	$	0.6
Amortization of prior service cost (benefit)		(0.4)		(0.4)
Recognized net actuarial gain		(0.9)		(1.1)
Total postretirement cost (benefit)	$	(0.7)	$	(0.9)


	August 24, 2025		May 25, 2025
Currency translation losses, net of reclassification adjustments	$	(64.7)	$	(65.8)
Derivative adjustments, net of reclassification adjustments		21.6		22.0
Pension and postretirement benefit obligations, net of reclassification adjustments		59.8		60.1
Accumulated other comprehensive income	$	16.7	$	16.3


					Affected Line Item in the Condensed Consolidated Statement of
	Thirteen Weeks Ended				Earnings¹
	August 24, 2025		August 25, 2024
Net derivative adjustments:
Cash flow hedges	$	(0.7)	$	(0.7)	Interest expense, net
Cash flow hedges		(0.7)		(1.2)	Equity method investment earnings
		(1.4)		(1.9)	Total before tax
		0.3		0.5	Income tax expense
	$	(1.1)	$	(1.4)	Net of tax
Pension and postretirement liabilities:
Net actuarial gain	$	(0.9)	$	(1.1)	Pension and postretirement non-service income
		(0.9)		(1.1)	Total before tax
		0.2		0.2	Income tax expense
	$	(0.7)	$	(0.9)	Net of tax

Currency translation losses	$	—	$	41.8	Selling, general and administrative expenses ²
		—		41.8	Total before tax
		—		—	Income tax expense
	$	—	$	41.8	Net of tax


	Thirteen weeks ended August 24, 2025
			Grocery & Snacks		Refrigerated & Frozen		International		Foodservice		Total
Net sales		$	1,079.6	$	1,076.2	$	212.3	$	264.5	$	2,632.6
Segment cost of goods sold¹			752.9		866.9		151.4		217.9		1,989.1
Segment SG&A expenses²			105.9		94.9		23.2		18.9		242.9
Segment operating profit		$	220.8	$	114.4	$	37.7	$	27.7	$	400.6
General corporate expenses³											92.3
Loss (gain) on divestitures											(42.4)
Other charges, net⁴											3.3
Operating profit										$	347.4
Pension and postretirement non-service income											6.1
Interest expense, net											93.8
Equity method investment earnings											29.4
Income before income taxes										$	289.1


	Thirteen weeks ended August 25, 2024
			Grocery & Snacks		Refrigerated & Frozen		International		Foodservice		Total
Net sales		$	1,182.7	$	1,086.4	$	259.1	$	266.7	$	2,794.9
Segment cost of goods sold¹			828.2		834.7		192.8		213.5		2,069.2
Segment SG&A expenses²			101.2		92.6		30.5		18.1		242.4
Segment operating profit		$	253.3	$	159.1	$	35.8	$	35.1	$	483.3
General corporate expenses³											92.2
Loss on divestitures											2.3
Other charges, net⁴											(12.8)
Operating profit										$	401.6
Pension and postretirement non-service income											3.1
Interest expense, net											105.8
Equity method investment earnings											29.1
Income before income taxes										$	328.0


	Net Sales
($ in millions)	Thirteen Weeks Ended
Reporting Segment	August 24, 2025		August 25, 2024		% Inc (Dec)
Grocery & Snacks	$	1,079.6	$	1,182.7	(8.7)%
Refrigerated & Frozen		1,076.2		1,086.4	(0.9)%
International		212.3		259.1	(18.0)%
Foodservice		264.5		266.7	(0.8)%
Total	$	2,632.6	$	2,794.9	(5.8)%


	Operating Profit
($ in millions)	Thirteen Weeks Ended
Reporting Segment	August 24, 2025		August 25, 2024		% Inc (Dec)
Grocery & Snacks	$	220.8	$	253.3	(12.9)%
Refrigerated & Frozen		114.4		159.1	(28.1)%
International		37.7		35.8	5.3%
Foodservice		27.7		35.1	(21.1)%


	Fair Value Impact
In Millions	August 24, 2025		August 25, 2024
Energy commodities	$	4.1	$	3.5
Agriculture commodities		7.5		7.3
Foreign exchange		10.1		10.1


Period	Total Number of Shares Purchased		Average Price Paid per Share	Total Number of Shares Purchased as Part of Publicly Announced Program ¹		Approximate Dollar Value of Shares that May Yet Be Purchased Under the Program ¹
May 26, 2025 through June 22, 2025	—	$	—	—	$	852,578,000
June 23, 2025 through July 20, 2025	—	$	—	—	$	852,578,000
July 21, 2025 through August 24, 2025	783,450	$	19.15	783,450	$	837,578,000
Total Fiscal 2026 First Quarter Activity	783,450	$	19.15	783,450	$	837,578,000

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

4.1		Third Supplemental Indenture, dated July 22, 2025, by and between the Company and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), as

		Trustee (including Forms of Notes), incorporated herein by reference to Exhibit 4.2 to Conagra Brands’ Current Report on Form 8K filed with the SEC on July 22, 2025

10.1		Third Amended and Restated Revolving Credit Agreement, dated August June 27, 2025, by and among Conagra Brands, Inc., Bank of America, N.A., as administrative agent and a lender, and the other lenders party thereto, incorporated herein by reference to Exhibit 10.1 to Conagra Brands’ Current Report on Form 8K filed with the SEC on June 30, 2025

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 August 24, 2025, formatted in Inline XBRL (eXtensible Business Reporting Language): (i) the Condensed Consolidated Statements of Earnings, (ii) the Condensed Consolidated Statements of Comprehensive Income, (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/ WILLIAM E. JOHNSON
		William E. Johnson
		Senior Vice President and Corporate Controller


Date: October 1st, 2025

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


October 1st, 2025

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