CPB

CAMPBELL'S Co

NASDAQ · CONSUMER STAPLES · FOOD AND KINDRED PRODUCTS

19.56

−0.30 −1.51%

USD · close Oct 21

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MKT CAP $5.8BP/E 9.6DIV YIELD 7.98%FCF YIELD 11.50%REV TTM $9.9B −2.9%NET INCOME $608M +33.9%NET DEBT $7.6B52W 18.90 – 31.66SEC XBRL · TTM TO Invalid Date

How CPB rewrote its risk factors

10-K ITEM 1A · FY2025 → FY2026

Text kept

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New in FY2026

Risk Factors In addition to the factors discussed elsewhere in this Report, the following risks and uncertainties could have a material adverse effect on our business, financial condition and results of operations.
Business and Operational Risks Unfavorable global macroeconomic conditions, including economic recession or slow growth or periods of higher inflation in key markets may adversely affect consumer spending and demand for our products.
We have in the past been, and may continue to be, adversely affected by changes in global macroeconomic conditions, including geopolitical conflicts, global trade policies, supply chain challenges, inflation, consumer spending patterns, recession, rising interest rates, energy availability and costs, labor shortages, pandemics or other local or global health issues.
Volatility in financial markets and deterioration of global macroeconomic conditions could impact our business and results of operations in a number of ways, including but not limited to, the following: • higher commodity prices and other increased input costs could continue due to geopolitical conflicts, supply chain shortages or supply chain disruptions, which may not be sufficiently mitigated; • the scope, timing and duration of tariffs on imports and exports and any retaliatory measures on U.S. goods remain uncertain and could impact our business; • the failure of third parties on which we rely, including but not limited to, those that supply our packaging, ingredients, equipment and other necessary operating materials, contract manufacturers and independent contractors, to meet their obligations to us, or significant disruptions in their ability to do so; • a shift in consumer spending during periods of economic uncertainty or inflation that could result in consumers purchasing private label or other lower price products; • a change in demand for or availability of our products, as a result of retailers, distributors, or carriers modifying their inventory, fulfillment or shipping practices; • a disruption to our distribution capabilities or our distribution channels, including those of our suppliers, contract manufacturers, logistics service providers or independent distributors; and • future volatility or disruption in the financial markets could negatively impact our liquidity or increase costs of borrowing.
The global economy has been negatively impacted by ongoing geopolitical conflicts.
Governments in various regions have imposed, and may continue to impose, blockades, export controls and trade restrictions on certain products and financial and economic sanctions on certain industry sectors and parties.
We have experienced shortages in materials and increased costs for transportation, energy and raw materials due in part to the negative impact of these ongoing geopolitical conflicts on the global economy.
Further escalation of these geopolitical conflicts, including increased trade barriers or restrictions on global trade, could result in, among other things, cyberattacks, supply disruptions, heightened inflationary pressures, lower consumer demand, and changes to foreign exchange rates and financial markets, any of which may adversely affect our business and supply chain.
Changes in global trade policies, including tariff actions taken by the U.S. and reciprocal tariffs by its trading partners, remain uncertain and could impact our financial condition or results of operations.
In 2026, tariff actions taken by the U.S. and retaliatory measures taken by its trading partners resulted in increased production costs, supply chain costs and distribution costs, primarily for ingredients, packaging (such as tinplate steel used to make cans), and imported finished products.
Although uncertainty regarding the extent and duration of these tariffs remains, we are working with our suppliers to mitigate potential impacts on our business.
The uncertainty of the tariffs, including a potential increase in input costs and decrease in demand for our products, could heighten the other risk factors and uncertainties discussed in this Item 1A, or in other reports we periodically file with the SEC, and impact our financial condition or results of operations.
During 2026, we experienced volatility in commodity and supply chain costs, including the costs of raw materials, packaging materials, energy, logistics, finished products and labor, driven in part by impacts from tariffs and ongoing geopolitical conflicts in the Middle East.
In 2027, we expect inflationary pressures and volatility in various input costs to persist, primarily driven by impacts from tariffs, logistics costs and ongoing geopolitical conflicts.
We plan to reduce some of these impacts over time through cost savings initiatives, inventory management practices, supplier collaboration, alternative sourcing opportunities, continued supply chain productivity initiatives, surgical pricing actions where necessary and other mitigation efforts.
Our failure to obtain or adequately protect our intellectual property, including in response to developing artificial intelligence (AI) technologies, or any change in law that lessens or removes the current legal protections of our intellectual property may diminish our competitiveness and adversely affect our business and financial results.
Brand value could diminish significantly due to a number of factors, including consumer perception that we have acted in an irresponsible manner, adverse publicity about our products, packaging, waste management, ingredients, or our environmental, social, human capital or governance practices, our failure to maintain the quality of our products, the failure of our products to deliver consistently positive consumer experiences, consumer trends emphasizing health and wellness, concerns or perceptions regarding ingredients and processed foods, or the products becoming unavailable to consumers (including as a result of changes in funding for benefits programs or restrictions on the inclusion of products in such programs, such as the Supplemental Nutrition Assistance Program (SNAP)).
Negative posts or comments about us, our brands, products or packaging on social or digital media, including AI-generated content, could seriously damage our brands and reputation.
In addition, an increase in data analytics, automation, AI-generated content across digital platforms, and AI shopping agents is changing how consumers discover and engage with our brands and products.
We might fail to appropriately target our marketing efforts, anticipate consumer preferences, or invest sufficiently in maintaining our brand image.
Furthermore, our information technology systems, and the third-party information systems on which we rely, are subject to attack or other security breaches (including the access to or acquisition of customer, consumer, employee or other confidential information), service disruptions or other system failures.
New and emerging technologies, including AI and future advances in computing capabilities, that could result in greater operational efficiency may further expose our computer systems to the risk of cyberattacks.
In addition, the rapid evolution and increased adoption of AI technologies may intensify our cybersecurity risks.
To address the risks to our information technology systems and the associated costs, we maintain an information security program that includes administrative, physical and technical controls and safeguards.
These controls and safeguards include technology and security policies, cybersecurity insurance, employee awareness training and monitoring, a third-party risk management program, and routine testing of our information technology systems.
Additionally, we evaluate our major technology suppliers and outsourced service providers against accepted security certifications and standards.
We must identify changing consumer preferences and develop and offer food products and packaging to meet consumer preferences.
Consumer preferences for food and beverage products are continually evolving.
Our ability to compete depends upon our ability to predict, identify, and interpret the tastes and dietary habits of consumers and to offer products that appeal to those preferences.
It may be difficult to predict which shifts in consumer preferences are short-term or long-term trends.
For instance, consumer behaviors may continue to shift over time in response to certain health and wellness trends, including the use of weight-management medications.
We must also be able to respond successfully to technological advances (including AI and machine learning, which may become critical in interpreting or shaping consumer preferences in the future) and intellectual property rights of our competitors, and failure to do so could compromise our competitive position and negatively impact our product sales.
In 2026, our five largest customers accounted for approximately 48 % of our consolidated net sales, with the largest customer, Walmart Inc. and its affiliates, accounting for approximately 22 % of our consolidated net sales.
As of August 2, 2026, we had goodwill of $5.321 billion and other indefinite-lived intangible assets of $3.561 billion.
Factors that could result in an impairment include the impact of a change in revenue growth rates, operating margins, weighted average cost of capital, future economic and market conditions, including from the potential impact of tariffs, shifting global trade policies and geopolitical conflicts, or assumed royalty rates.
See “Critical Accounting Estimates” and Note 7 to the Consolidated Financial Statements for information on impairment charges recognized in 2024, 2025 and 2026.
For instance, in 2026, the U.S. experienced elevated inflationary pressures, driven primarily by the impacts from tariffs and ongoing geopolitical conflicts.
In 2027, we may continue to experience elevated inflationary pressures and may not be able to fully mitigate the impact of inflation through continued price increases, productivity initiatives and cost savings, which could have a material adverse effect on our financial results.
In addition, if the U.S. economy enters a recession in 2027, we may experience sales declines and may have to decrease prices, all of which could have a material adverse impact on our financial results.
As of August 2, 2026, we had approximately $7.137 billion of indebtedness, and this level of indebtedness may have important consequences to our business, including but not limited to: • increasing the possibility of a downgrade in our credit rating; • increasing our exposure to fluctuations in interest rates; • subjecting us to new financial and other covenants; • increasing our vulnerability to, and reducing our flexibility to respond to, general adverse economic and industry conditions; • limiting our ability to meet our capital priorities; • placing us at a competitive disadvantage as compared to our competitors, to the extent that they are not as highly leveraged; and • restricting us from pursuing certain business opportunities, including other acquisitions.

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Gone since FY2025

Risk Factors In addition to the factors discussed elsewhere in this Report, the following risks and uncertainties could have a material adverse affect on our business, financial condition and results of operations.
Business and Operational Risks Deterioration of global macroeconomic conditions, including economic recession or slow growth or periods of higher inflation in key markets may adversely affect consumer spending and demand for our products.
We have in the past been, and may continue to be, adversely affected by changes in global macroeconomic conditions, including geopolitical conflicts, global supply chain challenges (including imposed and threatened tariffs by the U.S. and reciprocal tariffs by its trading partners), inflation, consumer spending patterns, recession, rising interest rates, energy availability and costs, labor shortages, pandemics or other local or global health issues.
Volatility in financial markets and deterioration of global macroeconomic conditions could impact our business and results of operations in a number of ways, including but not limited to, the following: • higher commodity prices and other increased input costs could continue due to supply chain shortages or supply chain disruptions, which may not be sufficiently mitigated; • the scope, timing and duration of tariffs on imports and exports and any retaliatory measures on U.S. goods remain uncertain and could impact our business; • the failure of third parties on which we rely, including but not limited to, those that supply our packaging, ingredients, equipment and other necessary operating materials, contract manufacturers and independent contractors, to meet their obligations to us, or significant disruptions in their ability to do so; • a shift in consumer spending during periods of economic uncertainty or inflation that could result in consumers purchasing private label or other lower price products; • a change in demand for or availability of our products, as a result of retailers, distributors, or carriers modifying their inventory, fulfillment or shipping practices; • a disruption to our distribution capabilities or our distribution channels, including those of our suppliers, contract manufacturers, logistics service providers or independent distributors; and • future volatility or disruption in the financial markets could negatively impact our liquidity or increase costs of borrowing.
Changes in global trade policies, including imposed and threatened tariffs by the U.S. and reciprocal tariffs by its trading partners, remain uncertain and could impact our financial condition or results of operations.
The current U.S. presidential administration has announced a wide range of tariffs on certain ingredients, inputs and imports from many countries, including Canada, Mexico, members of the European Union and the United Kingdom.
The imposition of such tariffs have resulted in increased costs, including on ingredients, packaging, such as tinplate steel used to make cans, and other materials used to produce and distribute our products, and on finished products that we import.
We are continuing to monitor the rapidly evolving tariff and global trade policies and are working with our suppliers to mitigate potential impacts on our business.
The extent and duration of the tariffs and the resulting impact on general economic conditions and on our business are uncertain and depend on various factors, such as recent legal challenges to the U.S.'s imposition of tariffs, negotiations between the U.S. and affected countries, the responses of other countries or regions, relief that may be granted, availability and cost of alternative sources of supply and demand for our products in affected markets.
The uncertainty of the tariffs, including a potential increase in input costs and decrease in demand for our products, could heighten the other risks factors and uncertainties discussed in this Item 1A, or in other reports we periodically file with the SEC, and impact our financial condition or results of operations.
During 2025, we experienced some volatility in commodity and supply chain costs, including the costs of labor, raw materials, energy, fuel, packaging materials and finished products, with a moderate impact from tariffs in the fourth quarter.
In 2026, we expect more significant cost pressures primarily driven by tariff impacts.
We plan to reduce some of these costs and impacts over time through cost savings initiatives, inventory management practices, supplier collaboration, alternative sourcing opportunities, continued supply chain productivity initiatives, surgical pricing actions where necessary and other mitigation efforts.
For example, the substantial majority of our Rao’s tomato-based sauce products are produced by a third-party contract manufacturer at a single facility in Italy and the remainder of our Rao’s tomato-based sauce products are produced at a single facility in the U.S.
If a dispute arises with such contract manufacturer, or if the contract manufacturer experiences financial, operational or other issues, we may be required to make alternative arrangements to produce Rao’s tomato-based sauce products, such as assuming manufacturing operations on our own or finding one or more alternative contract manufacturing arrangements, which could be costly or time-consuming.
Our failure to obtain or adequately protect our intellectual property, including in response to developing artificial intelligence technologies, or any change in law that lessens or removes the current legal protections of our intellectual property may diminish our competitiveness and adversely affect our business and financial results.
Brand value could diminish significantly due to a number of factors, including consumer perception that we have acted in an irresponsible manner, adverse publicity about our products, packaging, waste management, ingredients, or our environmental, social, human capital or governance practices, our failure to maintain the quality of our products, the failure of our products to deliver consistently positive consumer experiences, consumer trends emphasizing health and wellness, or the products becoming unavailable to consumers.
Negative posts or comments about us, our brands, products or packaging on social or digital media could seriously damage our brands and reputation.
In addition, we might fail to appropriately target our marketing efforts, anticipate consumer preferences, or invest sufficiently in maintaining our brand image.
Furthermore, our information technology systems are subject to attack or other security breaches (including the access to or acquisition of customer, consumer, employee or other confidential information), service disruptions or other system failures.
New and emerging technologies, including artificial intelligence, that could result in greater operational efficiency may further expose our computer systems to the risk of cyberattacks.
In addition, the rapid evolution and increased adoption of artificial intelligence technologies may intensify our cybersecurity risks.
To address the risks to our information technology systems and the associated costs, we maintain an information security program that includes updating technology and security policies, cybersecurity insurance, employee awareness training and monitoring and routine testing of our information technology systems.
Our ability to compete also depends upon our ability to predict, identify, and interpret the tastes and dietary habits of consumers and to offer products that appeal to those preferences.
We must also be able to respond successfully to technological advances (including artificial intelligence and machine learning, which may become critical in interpreting consumer preferences in the future) and intellectual property rights of our competitors, and failure to do so could compromise our competitive position and negatively impact our product sales.
In 2025, our five largest customers accounted for approximately 47 % of our consolidated net sales, with the largest customer, Wal-Mart Stores, Inc. and its affiliates, accounting for approximately 21 % of our consolidated net sales.
As of August 3, 2025, we had goodwill of $4.991 billion and other indefinite-lived intangible assets of $3.678 billion.
Factors that could result in an impairment include the impact of tariffs and a change in revenue growth rates, operating margins, weighted average cost of capital, future economic and market conditions or assumed royalty rates.
See “Critical Accounting Estimates” and Note 6 to the Consolidated Financial Statements for information on impairment charges recognized in 2024 and 2025.
We may be adversely impacted by increased liabilities and costs related to our defined benefit pension plans.
We sponsor a number of defined benefit pension plans for certain employees in the U.S. and certain non-U.S. locations.
The major defined benefit pension plans are funded with trust assets invested in a globally diversified portfolio of securities and other investments.
Changes in regulatory requirements or the market value of plan assets, investment returns, interest rates and mortality rates may affect the funded status of our defined benefit pension plans and cause volatility in the net periodic benefit cost, future funding requirements of the plans and the funded status as recorded on the balance sheet.
A significant increase in our obligations, future funding requirements, or net periodic benefit costs could have a material adverse effect on our financial results.
For instance in 2025, the U.S. experienced elevated inflationary pressures.
In 2026, we may continue to experience elevated inflationary pressures and may not be able to fully mitigate the impact of inflation through continued price increases, productivity initiatives and cost savings, which could have a material adverse effect on our financial results.
In addition, if the U.S. economy enters a recession in 2026, we may experience sales declines and may have to decrease prices, all of which could have a material adverse impact on our financial results.
As of August 3, 2025, we maintained approximately $6.857 billion of indebtedness, and this level of indebtedness may have important consequences to our business, including but not limited to: • increasing the possibility of a downgrade in our credit rating; • increasing our exposure to fluctuations in interest rates; • subjecting us to new financial and other covenants; • increasing our vulnerability to, and reducing our flexibility to respond to, general adverse economic and industry conditions; • limiting our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate, including undertaking significant capital projects; • placing us at a competitive disadvantage as compared to our competitors, to the extent that they are not as highly leveraged; and • restricting us from pursuing certain business opportunities, including other acquisitions.
If our credit ratings are downgraded, we may have difficulty issuing additional debt securities or borrowing money in the amounts and on the terms that might be available if our credit ratings were maintained.
Legal and Regulatory Risks We may be adversely impacted by legal and regulatory proceedings or claims.

and 17 more.

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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