DEBT AND REVOLVING CREDIT FACILITY

6 Months Ended

Nov. 23, 2025

DEBT AND REVOLVING CREDIT FACILITY

DEBT AND REVOLVING CREDIT FACILITY

5. DEBT AND REVOLVING CREDIT FACILITY

Senior Notes

During the second quarter of fiscal 2026, we repaid the entire outstanding $1.00 billion aggregate principal amount of our 4.60% senior unsecured notes on their maturity date of November 1, 2025. The repayment was funded by using the net proceeds from the issuance of $500.0 million aggregate principal amount of 5.00% senior unsecured notes due August 1, 2030 and $500.0 million aggregate principal amount of 5.75% senior unsecured notes due August 1, 2035 (the “Notes”), along with the issuance of commercial paper and operating cash flows.

Term Loans

During the first quarter of fiscal 2026, we prepaid the $200.0 million aggregate principal amount outstanding under the unsecured term loan entered into with a financial institution in fiscal 2025 utilizing a portion of the proceeds received in connection with the sale of our Chef Boyardee^® business (see Note 3) and proceeds from the issuance of the Notes discussed above.

During the first quarter of fiscal 2026, we prepaid the $300.0 million aggregate principal amount outstanding under the unsecured term loan entered into with a financial institution in fiscal 2024 utilizing a portion of the proceeds received in connection with the sale of our Chef Boyardee^® business (see Note 3) and proceeds from the issuance of the Notes discussed above.

During the second quarter of fiscal 2025, we prepaid the remaining $250.0 million aggregate principal amount outstanding of the $500.0 million aggregate principal amount unsecured term loan entered into with a syndicate of financial institutions in fiscal 2023, utilizing operating cash flows. During the second quarter of fiscal 2024, we prepaid $250.0 million aggregate principal amount of such term loan, utilizing primarily operating cash flows and the issuance of commercial paper.

Revolving Credit Facility

During the first quarter of fiscal 2026, we terminated and replaced our prior revolving credit facility by entering into a Third Amended and Restated Revolving Credit Agreement (the “Amended Revolving Credit Agreement”) with a syndicate of financial institutions providing for a revolving credit facility in a maximum aggregate principal amount outstanding at any one time of $2.0 billion (subject to increase to a maximum aggregate principal amount of $2.5 billion with the consent of the lenders). The Amended Revolving Credit Agreement matures on June 27, 2030 and is unsecured. The Company may request the term of the Amended Revolving Credit Agreement be extended for additional one-year or two-year periods from the then-applicable maturity date on an annual basis. As of November 23, 2025, there were no outstanding borrowings under the Amended Revolving Credit Agreement.

Debt Covenants

Our most restrictive debt agreement (the Amended Revolving Credit Agreement) generally requires our ratio of earnings before interest, taxes, depreciation and amortization (“EBITDA”) to interest expense to be not less than 3.0 to 1.0 and our ratio of funded net debt to EBITDA not to exceed 4.5 to 1.0, with each ratio to be calculated on a rolling four-quarter basis. As of November 23, 2025, we were in compliance with these financial covenants.

Commercial Paper

As of November 23, 2025 and May 25, 2025, we had $348.0 million and $259.0 million, respectively, outstanding under our commercial paper program.

Interest Expense

Net interest expense consisted of:

	Thirteen Weeks Ended				Twenty-Six Weeks Ended
	November 23, 2025		November 24, 2024		November 23, 2025		November 24, 2024
Long-term debt	$	99.6	$	93.2	$	193.6	$	186.3
Short-term debt		2.0		17.7		6.5		33.5
Interest income		(3.8)		(0.6)		(6.4)		(1.5)
Interest capitalized		(1.8)		(2.1)		(3.9)		(4.3)
	$	96.0	$	108.2	$	189.8	$	214.0