CAG

CONAGRA BRANDS INC.

NYSE · CONSUMER STAPLES · FOOD AND KINDRED PRODUCTS

14.04

−0.40 −2.77%

USD · close Oct 21

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MKT CAP $6.7BP/E —DIV YIELD —FCF YIELD 14.57%REV TTM $11.3B −2.9%NET INCOME −$1.9B −266.3%NET DEBT $7B52W 12.58 – 20.02SEC XBRL · TTM TO Invalid Date

How CAG rewrote its risk factors

10-K ITEM 1A · FY2025 → FY2026

Text kept

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New in FY2026

Market Risks Deterioration in general economic conditions, an economic recession or periods of slow growth, periods of inflation or increasing interest rates, 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.
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 periods of inflation and rising interest rates; decreased energy and fuel availability coupled with increased oil, energy and fuel costs (including fuel surcharges); reduced consumer confidence and declining consumer spending rates; actual or threatened hostilities or war and/or other geopolitical conflicts; declining benefits or changing eligibility requirements under government food assistance programs for consumers; changing international trade, immigration, and tax policies; recessions and periods of slow growth, decreased availability of capital, volatility in financial markets; rising or sustained high unemployment; supply chain challenges; labor shortages; the effects of governmental initiatives to manage economic conditions; and the negative impacts caused by pandemics, epidemics, and disease, in humans, plants, and animals.
These economic factors could continue to impact our business and operations in a variety of ways, including as follows: ● consumers seeking to reduce their spending on food by 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 .
Rapid changes in trade policies, including rapidly imposed and threatened tariffs by the U.S. and reciprocal tariffs from U.S. trading partners, continue to create uncertainty and could negatively impact our business and the business of our key business partners.
Rapidly imposed and threatened tariffs by the U.S. and reciprocal tariffs from U.S. trading partners create uncertainty, and increased tariffs result in increased costs for us and for our suppliers, contract manufacturers, farmers, customers, and consumers.
We have seen tariff impacts on the costs of our ingredients, packaging (including tinplate steel used for our canned packaging), and other commodities used in making our products.
We continue to closely monitor the changing tariff landscape and the impact it has on our business.
We cannot guarantee that our strategies to mitigate resulting cost increases, and other input cost increases, including working to increase productivity, cut other costs, and increase pricing on our products, will be fully successful, if at all, sufficient or sustainable.
Continued weak economic conditions may adversely impact consumers, causing a decrease in demand for our products from our customers.
Additionally, these economic conditions may adversely impact some of our customers, distributors, suppliers, contract manufacturers, and other vendors who are highly leveraged, increasing the risk of uncollectible accounts or trade receivables, extended payment terms, and bankruptcy.
The global economy has been negatively impacted by geopolitical conflicts, and related supply disruptions, fuel cost increases, export controls and economic sanctions, including the recent military conflicts in the Middle East, continuing military conflict between Russia and Ukraine, and geopolitical tensions elsewhere including between China and Taiwan.
Although we have no direct operations in Iran or elsewhere in the Middle East, Russia, Ukraine, 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, fuel, 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.
The cost of oil, energy, fuel, raw materials, labor, manufacturing, packaging materials, transportation and logistics, and other inputs related to the production and distribution of our products have increased and may continue to increase unexpectedly.
We anticipate continued elevated levels of input cost inflation in fiscal 2027, and we could experience higher than expected input cost inflation in specific commodities or across multiple commodities.
However, we may not be able to generate sufficient productivity improvements or cost reductions, or effectively hedge for such inflation.
Furthermore, our efforts to offset these increasing costs through offsetting price increases and making changes to package sizes may not be timely, sufficient, or sustainable.
Such efforts may be rejected by our customers or consumers, and may result in lower sales volumes.
In recent years, our industry has been impacted by supply chain disruptions, transportation issues, labor challenges, and continued changes in global economic conditions, which have impacted and are continuing to impact our operations and 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 are continuing to cause challenges for us, our suppliers, vendors, customers, and consumers of our products and may negatively impact our profitability.
We continue to incur significant costs to upgrade, maintain, and expand production at various facilities, equipment, or technologies.
If the cost of our investments is higher than anticipated, the investments are not sufficient to meet our business needs, we are unable to fully utilize new, upgraded, or expanded facilities, or we are unable to complete our improvement and expansion projects in a timely manner or in accordance with our specifications, we may be delayed in realizing the intended benefits or our financial performance could be negatively affected.
We sell food products for human consumption, which creates a risk of legal claims for personal injury resulting from the consumption of our products.
We may be subject to liability resulting from claims (and have been or could be subject to lawsuits) alleging that the use or consumption of any of our products causes injury (including pending litigation alleging that certain of our products should be considered “ultra-processed” and consumption of such “ultra-processed” products allegedly causes negative health impacts), illness, or death.
Such claims may also allege product contamination or spoilage, product tampering, other adulteration of food products such as foreign material, mislabeling, and misbranding.
In addition, we may take marketplace action such as a voluntary product recall in the event of contamination or quality issues.
Product contamination or tampering, the failure to maintain high standards for product quality, safety, and integrity, including with respect to raw materials and ingredients obtained from suppliers, claims relating to health and wellness or allegations of product quality issues, mislabeling, or contamination, even if untrue, may reduce demand for our products or cause production and delivery disruptions.
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, including claims regarding “ultra-processed” products; 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 we are unable to obtain access to working capital when needed 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.
As of May 31, 2026, we had total debt of approximately $7.27 billion, including approximately $7.02 billion aggregate principal amount of outstanding senior unsecured notes, of which $762.5 million aggregate principal amount is maturing in October 2026.
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 2026 for our ongoing funding requirements.
In fiscal 2026, we continued to make targeted investments in advertising and promotions in response to market conditions.
Failure to modernize and adopt new technologies, including artificial intelligence technology and solutions, could disadvantage us competitively.
Our success may increasingly depend on driving increased productivity and efficiency by effectively leveraging new technologies, including artificial intelligence technology and solutions (AI).
Our competitors may adopt new technologies, modernize their operations, and incorporate AI into their businesses analysis and processes more quickly than we do, driving increased productivity and efficiencies, speeding innovation, and allowing for faster responses to consumer trends, which could have an adverse effect on our competitive position.
Additionally, any failure to use new technologies, including AI, in an effective and ethical manner, or failure to adequately protect confidential information or address inaccuracies in AI-generated outputs, may impact our reputation and ability to compete.
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 these preferences.
Continued focus on wellness and growing use of weight loss medication has caused, and may continue to cause, shifts in consumer preferences and, if we fail to anticipate and appropriately respond to customer preferences, may impact our product sales, financial condition, and operating results.
Introduction of new products and product extensions including variations of pack and portion sizes requires significant development and marketing investment.
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 or fail to offer alternative pack and portion size offerings 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.
During fiscal 2026, our 10 largest customers accounted for approximately 60% of our consolidated net sales, with our largest customer, Walmart, Inc. and its affiliates, accounting for approximately 29% of our consolidated net sales.

and 43 more.

Gone since FY2025

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 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.
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, 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.
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 .
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.
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.
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.
The cost of raw materials, labor, manufacturing, energy, fuel, packaging materials, transportation and logistics, and other inputs related to the production and distribution of our products have increased and may continue to increase unexpectedly.
While we expect elevated levels of input cost inflation in fiscal 2026 compared to fiscal 2025, partially driven by increased or fluctuating tariffs, we could experience higher than expected input cost inflation in specific commodities or across multiple commodities.
However, we may not be able to generate sufficient productivity improvements or cost reductions, timely make offsetting price increases, sustain our price increases, or effectively hedge for such inflation.
In recent years, our industry has been impacted by supply chain disruptions, transportation issues, labor challenges and continued changes in global economic conditions, which have impacted and could continue to impact our operations and 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.
We continue to incur significant costs to upgrade and maintain various facilities, equipment, or technologies.
If the cost of our investments is higher than anticipated, the investments are not sufficient to meet our business needs, we are unable to fully utilize new or upgraded facilities, or we are unable to complete our improvement and expansion projects in a timely manner or in accordance with our specifications, we may be delayed in realizing the intended benefits or our financial performance could be negatively affected.
We sell food products for human consumption, which involves risks such as product contamination or spoilage, product tampering, other adulteration of food products such as foreign material, mislabeling, and misbranding.
We may be subject to liability if the consumption of any of our products causes injury, illness, or death.
In addition, we may take marketplace action such as a voluntary product recall in the event of contamination or damage.
Product contamination or tampering, the failure to maintain high standards for product quality, safety, and integrity, including with respect to raw materials and ingredients obtained from suppliers, or allegations of product quality issues, mislabeling, or contamination, even if untrue, may reduce demand for our products or cause production and delivery disruptions.
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 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.
As of May 25, 2025, we had total debt of approximately $8.07 billion, including approximately $7.02 billion aggregate principal amount of outstanding senior notes.
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.
In fiscal 2025, we continued to make targeted investments in advertising and promotions in response to market conditions.
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.
Growing use of weight loss medication may cause shifts in consumer preferences and, if we fail to anticipate and appropriately respond to customer preferences, may impact our product sales, financial condition, and operating results.
Introduction of new products and product extensions requires significant development and marketing investment.
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.
During fiscal 2025, our largest customer, Walmart, Inc. and its affiliates, accounted for approximately 29% of our consolidated net sales.
Third-Party Partner Risks Disruption of our supply chain has had and could continue to have an adverse impact on our business, financial condition, and results of operations.
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.
Our businesses periodically enter into contract manufacturing arrangements with manufacturers of products.
Although many agreements are for a relatively short period of time, some of the contract manufacturing agreements are for extended periods.
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.
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.
For example, in the fourth quarter of fiscal 2023, we incurred charges totaling $4.4 million ($3.3 million after-tax) related to supply chain disruptions caused by a third-party vendor’s system shutdown in connection with the third party experiencing a cybersecurity incident.
The vendor’s shut-down disrupted our operations and negatively impacted our ability to fulfill customer orders.
We may suffer losses if changes to regulations require us to change the ingredients we use or how we process, package, transport, store, distribute, advertise, or label our products or include changes that increase our risk of liability for deceptive advertising.
In addition, changes in applicable laws and regulations, including changes in taxation requirements and new or increased tariffs on products imported from certain countries, may lead to increased costs and could negatively affect our business, financial condition, and results of operations.
Our operations are also subject to extensive and increasingly stringent regulations administered by the Environmental Protection Agency and similar state, local, and foreign government agencies, which pertain to the discharge of materials into the environment and the handling and disposition of wastes.

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Sentence-level comparison of Item 1A in the two most recent 10-Ks (FY2025 ↗, FY2026 ↗). A reworded sentence counts as one dropped and one added, so heavy edits read as low “kept”. Headings and page furniture are stripped; nothing is summarised by a model.

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