What the changes say
- Fiscal 2027 input-cost inflation and inability to offset it are newly emphasized.
- AI adoption creates new competitiveness, accuracy, privacy, intellectual-property, regulatory, and liability exposures.
- Climate risks expand from crop impacts to water, operations, carbon pricing, disclosure, and stakeholder pressure.
- Goodwill and other intangibles fell to $8.12 billion and $1.83 billion, respectively.
What changed since the prior 10-K
New
- NewMarket Risks
In recent years, input costs have increased materially and at a rapid rate. 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
Fiscal 2027 input-cost inflation may exceed expectations, while pricing, package changes, productivity, cost cuts, and hedging may not offset it.
- NewMarket Risks
Failure to modernize and adopt new technologies, including artificial intelligence technology and solutions, could disadvantage us competitively
Slow adoption of modernization and artificial intelligence could reduce productivity, innovation, responsiveness, competitiveness, and protection of confidential information.
- NewLegal, Regulatory, and Environmental Risks
Additionally, we may face increased pressure from customers, consumers, investors, activists and other stakeholders to modify our products or operations away from ingredients or activities that are considered to have a higher impact on climate change
Stakeholders may pressure Conagra to change products or operations, while climate commitments face regulatory, supply-chain, financing, cost, and litigation risks.
- NewCybersecurity, Information Technology Risks, and AI-Related Risks
We are exposed to risk based on our increasing adoption and use of AI in a rapidly-evolving regulatory landscape
Expanding AI use across operations, supply chains, product development, marketing, and human resources creates accuracy, privacy, intellectual-property, regulatory, and liability risks.
Dropped
- DroppedMarket 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
Economic recession, inflation, interest rates, trade policies, and weaker consumer spending could reduce demand and results.
- DroppedLegal, Regulatory, and Environmental Risks
from ingredients or activities that are considered to have a higher impact on climate change. Such changes to methodologies or lack of progress (whether actual or perceived) could adversely affect our business, operations, and reputation, and increase risk of litigation
Reworded
- 85% rewrittenLegal, Regulatory, and Environmental Risks
Climate change, or legal, regulatory, or market measures to address climate change, may negatively affect our business and operations
Adds water shortages, manufacturing and distribution disruption, energy-policy changes, mandatory disclosures, and carbon pricing or taxes to climate risks.
- 71% rewrittenMarket Risks
We are subject to increases in the price of raw materials, labor, manufacturing, distribution, and other inputs necessary for the production and distribution of our products, and we may not be able to fully offset this input cost inflation on a timely basis or at all
Replaces the explicit recent rapid-inflation statement with a broader cost list that specifically includes oil, energy, and fuel.
- 58% rewrittenMarket Risks
We may be negatively impacted by cybersecurity incidents involving third parties in our supply chain
Removes the fiscal 2023 vendor shutdown and $4.4 million charge example, while retaining third-party supply-chain cyber disruption risk.
- 52% rewrittenLegal, Regulatory, and Environmental Risks
If we fail to comply with the many laws applicable to our business, we may face lawsuits or incur significant fines and penalties. In addition, changes in such laws may lead to increased costs
No substantive change; the regulatory categories and agencies listed remain the same.
- 38% rewrittenCybersecurity, Information Technology Risks, and AI-Related Risks
We are exposed to cybersecurity risk through our information systems and our use of third-party information systems
No substantive change; the discussion of cyberattack frequency, geopolitical risk, monitoring, and mitigation costs remains the same.
- 28% rewrittenMarket Risks
Our business, financial condition, and results of operations have in the past been and could continue to be adversely affected by disruptions in the global economy caused by geopolitical conflicts
Adds supply disruptions and fuel-cost increases as effects of geopolitical conflicts, while referring to recent Middle East conflicts.
- 26% rewrittenMarket Risks
Dependency on contract manufacturing arrangements could impact our sales volume and adversely affect our results of operations
Clarifies that contract manufacturers are third parties and adds that Conagra may need to expand these arrangements.
- 26% rewrittenCybersecurity, Information Technology Risks, and AI-Related Risks
Impairment in the carrying value of goodwill or other intangibles could result in the incurrence of impairment charges and negatively impact our net worth
Updates May 25, 2025 balances of $10.50 billion goodwill and $2.42 billion intangibles to May 31, 2026 balances of $8.12 billion and $1.83 billion.
- 20% rewrittenMarket Risks
We must identify changing consumer preferences and develop and offer food products and packaging to meet their preferences
All 40 risk factors
Headings as the filing states them, in filing order.
Market Risks
- 01Inflation, increased interest rates, and other economic conditions including potential recession and credit market disruptions, could negatively impact our business
- 02Our business, financial condition, and results of operations have in the past been and could continue to be adversely affected by disruptions in the global economy caused by geopolitical conflicts28% rewritten
- 03We are subject to increases in the price of raw materials, labor, manufacturing, distribution, and other inputs necessary for the production and distribution of our products, and we may not be able to fully offset this input cost inflation on a timely basis or at all71% rewritten
- 04In recent years, input costs have increased materially and at a rapid rate. 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 commoditiesNew
- 05Increases in commodity costs have in the past and may continue to have a negative impact on profits
- 06Volatility in the market value of derivatives we use to manage exposures to fluctuations in commodity prices will cause volatility in our gross margins and net earnings
- 07Supply chain disruptions have in the past and could continue to negatively impact our profitability
- 08Investments in our facilities and operations, including investments in new facilities, equipment, technologies and digital transformation, may result in periods of decreased production or increased costs and such investments may not achieve the intended financial benefits
- 09We have in the past been and may in the future be subject to product recalls, product liability and labeling claims, and changing legal or regulatory requirements, any of which could negatively impact our profitability
- 10Any damage to our reputation could have a material adverse effect on our business, financial condition, and results of operations
- 11Due to the seasonality of the business, our revenue and operating results may vary from quarter to quarter
- 12Our existing and future debt may limit cash flow available to invest in the ongoing needs of our business and could prevent us from fulfilling our debt obligations, financing at attractive borrowing costs, or returning cash to stockholders
- 13We rely on cash from our subsidiaries to meet our cash flow needs and service our debt
- 14Increased competition may result in reduced sales or profits
- 15If we do not achieve the appropriate cost structure in the highly competitive food industry, our profitability could decrease
- 16Failure to modernize and adopt new technologies, including artificial intelligence technology and solutions, could disadvantage us competitivelyNew
- 17We must identify changing consumer preferences and develop and offer food products and packaging to meet their preferences20% rewritten
- 18Changes in our relationships with significant customers, including our largest customer, could adversely affect us
- 19The sophistication and buying power of our customers could have a negative impact on profits
- 20Disruptions to our supply chain have had and could continue to have an adverse impact on our business, financial condition, and results of operations
- 21Dependency on contract manufacturing arrangements could impact our sales volume and adversely affect our results of operations26% rewritten
- 22As we outsource certain functions, we become more dependent on the third parties performing those functions
- 23Our operations are dependent on a wide array of third parties
- 24We may be negatively impacted by cybersecurity incidents involving third parties in our supply chain58% rewritten
Legal, Regulatory, and Environmental Risks
- 25If we fail to comply with the many laws applicable to our business, we may face lawsuits or incur significant fines and penalties. In addition, changes in such laws may lead to increased costs52% rewritten
- 26In addition, changes in other 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
- 27Climate change, or legal, regulatory, or market measures to address climate change, may negatively affect our business and operations85% rewritten
- 28Additionally, we may face increased pressure from customers, consumers, investors, activists and other stakeholders to modify our products or operations away from ingredients or activities that are considered to have a higher impact on climate changeNew
Cybersecurity, Information Technology Risks, and AI-Related Risks
- 29Our business operations could be disrupted if our information technology systems fail to perform adequately
- 30We are exposed to cybersecurity risk through our information systems and our use of third-party information systems38% rewritten
- 31We are subject to a variety of privacy and data protection laws and regulations
- 32We are exposed to risk based on our increasing adoption and use of AI in a rapidly-evolving regulatory landscapeNew
- 33We rely on our management team and other key personnel
- 34Our results could be adversely impacted as a result of increased pension, labor, and people-related expenses
- 35Impairment in the carrying value of goodwill or other intangibles could result in the incurrence of impairment charges and negatively impact our net worth26% rewritten
- 36We may not repurchase the full share repurchase value currently authorized
Strategic Transactions Risks
- 37If we are unable to successfully identify, complete or realize the benefits from strategic acquisitions, divestitures, joint ventures or investments, our financial results could be materially and adversely affected
- 38From time to time, we evaluate acquisition candidates that may strategically fit our business objectives. If we are unable to complete acquisitions or successfully integrate and develop acquired businesses, our financial results could be materially and adversely affected
- 39Our acquisition, divestiture, joint venture and investment activities may present financial, managerial, and operational risks
- 40Our intellectual property rights are valuable, and any inability to protect them could have an adverse impact on our business, financial condition, and results of operations
Other Conagra Brands 10-Ks
- FY2025 10-K risk factors38 risks
Walmart accounted for 29% of net sales in fiscal 2025, creating significant customer concentration risk.
Filed Jul 10, 2025
About this page
The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.