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What changed in Campbell's Company (The)'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Campbell's Company (The)'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+334 added−305 removedSource: 10-K (2025-09-18) vs 10-K (2024-09-19)

Top changes in Campbell's Company (The)'s 2025 10-K

334 paragraphs added · 305 removed · 255 edited across 6 sections

Item 1. Business

Business — how the company describes what it does

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Biggest changeSince many ingredients of suitable quality are available in sufficient quantities only during certain seasons, we make commitments for the purchase of such ingredients in their respective seasons. We are unable to predict the impact of our ability to source these ingredients and packaging materials in the future, and certain supply pressures may continue throughout 2025.
Biggest changeIngredient inventories are generally at a peak during the late fall and decline during the winter and spring. Since many ingredients of suitable quality are available in sufficient quantities only during certain seasons, we make commitments for the purchase of such ingredients in their respective seasons.
The segment includes the following products: Campbell’s condensed and ready-to-serve soups; Swanson broth and stocks; Pacific Foods broth, soups and non-dairy beverages; Prego pasta sauces; Pace Mexican sauces; Campbell’s gravies, pasta, beans and dinner sauces; Swanson canned poultry; V8 juices and beverages; Campbell’s tomato juice; and as of March 12, 2024, Rao's pasta sauces, dry pasta, frozen entrées, frozen pizza and soups; Michael Angelo's frozen entrées and pasta sauces; and noosa yogurts.
The segment includes the following products: Campbell’s condensed and ready-to-serve soups; Swanson broth and stocks; Pacific Foods broth, soups and non-dairy beverages; Prego pasta sauces; Pace Mexican sauces; SpaghettiOs pasta; Campbell’s gravies, beans and dinner sauces; Swanson canned poultry; V8 juices and beverages; Campbell's tomato juice; and as of March 12, 2024, Rao's pasta sauces, dry pasta, frozen entrées, frozen pizza and soups; Michael Angelo’s frozen entrées and pasta sauces; and noosa yogurts.
Customers In most of our markets, sales and merchandising activities are conducted through our own sales force and/or third-party brokers and distribution partners. Our products are generally resold to consumers through retail food chains, mass discounters, mass merchandisers, club stores, convenience stores, drug stores, dollar stores, e-commerce and other retail, commercial and non-commercial establishments.
Customers In most of our markets, sales and merchandising activities are conducted through our own sales force and/or third-party brokers and distribution partners. Our products are generally resold to consumers through retail food chains, mass discounters, mass merchandisers, club stores, convenience stores, dollar stores, e-commerce and other retail, commercial and non-commercial establishments.
In the U.S., our activities are subject to regulation by various federal government agencies, including the Food and Drug Administration, the Department of Agriculture, the Federal Trade Commission, the Department of Labor, the Department of Commerce, the Occupational Safety and Health Administration and the Environmental Protection Agency, as well as various state and local agencies.
In the U.S., our activities are subject to regulation by various federal government agencies, including the Food and Drug Administration (FDA), the Department of Agriculture, the Federal Trade Commission, the Department of Labor, the Department of Commerce, the Occupational Safety and Health Administration and the Environmental Protection Agency, as well as various state and local agencies.
We believe that we are in compliance with current laws and regulations in all material 5 respects and do not expect that continued compliance with such laws and regulations will have a material effect on capital expenditures, earnings or our competitive position.
We believe that we are in compliance with current laws and regulations in all material respects and do not expect that continued compliance with such laws and regulations will have a material effect on capital expenditures, earnings or our competitive position.
These reports are made available on the website as soon as reasonably practicable after their filing with, or furnishing to, the Securities and Exchange Commission.
These reports are made available on the website as soon as reasonably practicable after their filing with, or furnishing to, the Securities and Exchange Commission (SEC).
See Note 7 to the Consolidated Financial Statements and "Management's Discussion and Analysis of Financial Condition and Results of Operations" for additional information regarding our reportable segments. Ingredients and Packaging The ingredients and packaging materials required for the manufacture of our food and beverage products are purchased from various suppliers, substantially all of which are located in North America.
See Note 7 to the Consolidated Financial Statements and "Management's Discussion and Analysis of Financial Condition and Results of Operations" for additional information regarding our reportable segments. 3 Ingredients, Packaging and Finished Products The ingredients and packaging materials required for the manufacture of our food and beverage products are purchased from various suppliers, substantially all of which are located in North America.
Both of our reportable segments sold products to Wal-Mart Stores, Inc. or its affiliates. No other customer accounted for 10% or more of our consolidated net sales. Trademarks and Technology As of September 11, 2024, we owned over 3,000 trademark registrations and applications in over 150 countries. We believe our trademarks are of material importance to our business.
Both of our reportable segments sold products to Wal-Mart Stores, Inc. or its affiliates. No other customer accounted for 10% or more of our consolidated net sales. Trademarks and Technology As of September 10, 2025, we owned over 3,000 trademark registrations and applications in over 150 countries. We believe our trademarks are of material importance to our business.
Our Snacks segment has a direct-store-delivery distribution model that uses independent contractor distributors. Our five largest customers accounted for approximately 47% of our consolidated net sales in 2024, 2023, and 2022. Our largest customer, Wal-Mart Stores, Inc. and its affiliates, accounted for approximately 22% of our consolidated net sales in 2024, 2023, and 2022.
Our Snacks segment has a direct-store-delivery distribution model that uses independent contractor distributors. Our five largest customers accounted for approximately 47% of our consolidated net sales in 2025, 2024, and 2023. Our largest customer, Wal-Mart Stores, Inc. and its affiliates, accounted for approximately 21% of our consolidated net sales in 2025 and 22% in 2024 and 2023.
In addition, many of these items are subject to price fluctuations from a number of factors, including but not limited to climate change, changes in crop size, cattle cycles, herd and flock disease, crop disease, crop pests, product scarcity, demand for raw materials, commodity market speculation, energy costs, currency fluctuations, supplier capacities, government-sponsored agricultural programs and other government policy, import and export requirements (including tariffs), drought and excessive rain, temperature extremes and other adverse weather 4 events, water scarcity, scarcity of suitable agricultural land, scarcity of organic ingredients, pandemics or other local or global health issues, geopolitical conflicts, environmental and other sustainability regulations and other factors that may be beyond our control.
Many of these items are subject to price fluctuations from a number of factors, including but not limited to geopolitical conflicts, shifting global trade policies (including tariffs and retaliatory measures), import and export requirements, product scarcity, demand for raw materials, commodity market speculation, energy costs, currency fluctuations, supplier capacities, government-sponsored agricultural programs and other government policy, climate change, changes in crop size, cattle cycles, herd and flock disease, crop disease, crop pests, drought and excessive rain, temperature extremes and other adverse weather events, water scarcity, scarcity of suitable agricultural land, scarcity of organic ingredients, pandemics or other local or global health issues, environmental and other sustainability regulations and other factors that may be beyond our control.
Item 1. Business The Company Unless otherwise stated, the terms "we," "us," "our" and the "company" refer to Campbell Soup Company and its consolidated subsidiaries. We are a manufacturer and marketer of high-quality, branded food and beverage products.
Item 1. Business The Company Unless otherwise stated, the terms "we," "us," "our" and the "company" refer to The Campbell's Company and its consolidated subsidiaries. We are a manufacturer and marketer of high-quality, branded food and beverage products.
Seasonality Demand for soup products is seasonal, with the fall and winter months usually accounting for the highest sales volume. Demand for our other products is generally evenly distributed throughout the year. Human Capital Management One of the five areas of our strategic framework is to build a Top Team.
Seasonality Demand for soup products is seasonal, with the fall and winter months usually accounting for the highest sales volume. Demand for our other products is generally evenly distributed throughout the year. Human Capital Management One of the four pillars of our strategic framework is to build a Top Team.
All websites appearing in this Annual Report on Form 10-K are inactive textual references only, and the information in, or accessible through, such websites is not incorporated into this Annual Report on Form 10-K, or into any of our other filings with the Securities and Exchange Commission.
All websites appearing in this Annual Report on Form 10-K are inactive textual references only, and the information in, or accessible through, such websites is not incorporated into this Annual Report on Form 10-K, or into any of our other filings with the SEC.
We estimate that approximately $25 million of the capital expenditures anticipated during 2025 will be for the initial phase of upgrades to our Napoleon, Ohio wastewater treatment facility, with another $20 million for other network wastewater initiatives. Government Regulation The manufacture and sale of consumer food products is highly regulated.
We estimate that approximately $35 million of the capital expenditures anticipated during 2026 will be for upgrades to our Napoleon, Ohio wastewater treatment facility, with another approximately $20 million for other network wastewater initiatives. Government Regulation The manufacture and sale of consumer food products is highly regulated.
We further estimate that approximately $25 million of the capital expenditures anticipated during 2025 will be for upgrades to our Napoleon, Ohio wastewater treatment facility, with another approximately $20 million for other network wastewater initiatives. Additionally, we anticipate spending approximately $10 million for compliance with U.S. environmental laws and regulations during 2025.
We further estimate that approximately $35 million of the capital expenditures anticipated during 2026 will be for upgrades to our Napoleon, Ohio wastewater treatment facility, with another approximately $20 million for other network wastewater initiatives. Additionally, we anticipate spending approximately $6 million for compliance with U.S. environmental laws and regulations during 2026.
Our Resources for Living program provides information, education tools and resources to help support our employees' physical, financial, social and emotional well-being. As part of this focus on well-being, we emphasize the need for our employees to embrace healthy lifestyles and we offer a variety of wellness education opportunities for our employees.
Our Ways to Well-being Strategy provides information, education tools and resources to drive engagement and to help support our employees' physical, financial, professional, social and emotional well-being. As part of this focus on well-being, we emphasize the need for our employees to embrace healthy lifestyles and we offer a variety of wellness education opportunities for our employees.
Environmental Matters Of our $517 million in capital expenditures made during 2024, approximately $15 million were for compliance with environmental laws and regulations in the U.S.
Environmental Matters Of our $426 million in capital expenditures made during 2025, approximately $26 million were for compliance with environmental laws and regulations in the U.S.
We believe that the continued compliance with existing environmental laws and regulations (both within the U.S. and elsewhere) will not have a material effect on capital expenditures, earnings or our competitive position. In addition, we continue to monitor existing and pending environmental laws and regulations within the U.S. and elsewhere relating to climate change and greenhouse gas emissions.
We believe that the continued compliance with existing environmental laws and regulations (both within the U.S. and elsewhere) will not have a material effect on capital expenditures, earnings or our competitive position.
We refer to the * brands a s our "power brands." The segment includes the retail business in Latin America. The segment included the results of our Emerald nuts business, which was sold on May 30, 2023 and our Pop Secret popcorn business, which was sold on August 26, 2024.
The segment also includes the snacking and meals and beverages retail business in Latin America. The segment also included the results of our Pop Secret popcorn business, which was sold on August 26, 2024 and our Emerald nuts business, which was sold on May 30, 2023.
We have recently completed our plan to bring together all of our corporate team members from our Snacks offices in Charlotte, North Carolina and Norwalk, Connecticut to our headquarters in Camden, New Jersey. This move has helped to foster closer collaboration and enhance decision-making, thereby improving our ability to execute our business strategy.
In accordance with our purpose and Employee Value Proposition, we have brought together all of our corporate team members from our Snacks offices in Charlotte, North Carolina and Norwalk, Connecticut to our headquarters in Camden, New Jersey. This move has helped to foster closer collaboration and enhance decision-making, thereby enabling us to execute our business strategy.
(Sovos Brands) for total purchase consideration of $2.899 billion. For additional information on this acquisition, see Note 3 to the Consolidated Financial Statements. On August 26, 2024, we completed the sale of our Pop Secret popcorn business. For additional information on the divestiture, see Note 21 to the Consolidated Financial Statements. Our operations, including reportable segments, are described below.
(Sovos Brands) for total purchase consideration of $2.899 billion. For additional information on this acquisition, see Note 3 to the Consolidated Financial Statements. On May 30, 2023, we completed the sale of our Emerald nuts business. On August 26, 2024, we completed the sale of our Pop Secret popcorn business.
We communicate frequently and transparently with our employees through regular company-wide and business unit check-ins, and we conduct employee engagement surveys that provide our employees with an opportunity to share anonymous feedback with management in a variety of areas including confidence in leadership, growth and career opportunities, alignment of work and overall engagement.
We communicate frequently and transparently with our employees through regular company-wide and business unit check-ins, and we conduct employee engagement surveys that provide our employees with an opportunity to share anonymous feedback with management in a variety of areas including confidence in leadership, growth and career opportunities, alignment of work and overall engagement. 5 Total Rewards We provide market-based competitive compensation through our salary, annual incentive and long-term incentive programs, and a robust benefits package that promotes the overall well-being of our employees.
Our locations, including manufacturing facilities, within each reporting segment are described in Item 2. Properties. Reportable Segments Our reportable segments are: • Meals & Beverages, which consists of our soup, simple meals and beverages products in retail and foodservice in the U.S. and Canada.
Reportable Segments Our reportable segments are: • Meals & Beverages, which consists of soup, simple meals and beverages products in retail and foodservice in the U.S. and Canada.
Competitors market and sell their products through traditional retailers and e-commerce. All of these competitors vie for trade merchandising support and consumer dollars. The number of competitors cannot be reliably estimated. Our principal areas of competition are brand recognition, taste, nutritional value, price, promotion, innovation, shelf space and customer service.
Competitors market and sell their products through traditional retailers and e-commerce. All of these competitors vie for trade merchandising support and consumer dollars. The number of competitors cannot be reliably estimated.
To help reduce some of this price volatility, we use a combination of purchase orders, short- and long-term contracts, inventory management practices and various commodity risk management tools for most of our ingredients and packaging. Ingredient inventories are generally at a peak during the late fall and decline during the winter and spring.
To help reduce some of this price volatility, we use a combination of purchase orders, short- and long-term contracts, inventory management practices, alternative sourcing opportunities, supplier collaboration, various commodity risk management tools for most of our ingredients and packaging and other cost mitigation efforts, as applicable.
We believe that our employees are the driving force behind our success and prioritize attracting, developing and retaining diverse, world-class talent and creating an inclusive culture that embodies our purpose: Connecting people through food they love .
To do this, we are committed to building a company where everyone is valued and supported to do their best work. We believe that our employees are the driving force behind our success. Prioritizing attracting, developing and retaining world-class talent and cultivating a culture of belonging embodies our purpose, Connecting people through food they love.
Throughout 2024 the board of directors received regular updates from management on our I&D efforts. Wellness and Safety Our employees' health, safety and well-being are our top priorities. We promote a strong culture of safety and prioritize keeping all our employees, contractors and visitors safe.
Performance discussions for salaried employees are conducted throughout the year to assess contributions and inform individual development plans. Wellness and Safety Our employees' health, safety and well-being are our top priorities. We promote a strong culture of safety and prioritize keeping all our employees, contractors and visitors safe.
Through objective-setting, individual development plans, learning opportunities, feedback and coaching, employees are encouraged to continue their professional growth. Our education programs allow employees to focus on timely and topical development areas including leadership, management excellence, functional capabilities and inclusion and diversity.
Our developmental programs allow employees to focus on timely and topical development areas including leadership excellence, change management and functional capabilities.
During 2024, we experienced moderately elevated commodity and supply chain costs including the costs of labor, raw materials, energy, fuel, packaging materials and other inputs necessary for the production and distribution of our products.
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.
Major capital projects based on planned spend in 2025 include network optimization for our Meals & Beverages business, finalization of capacity projects for our Snacks business, enhancements to our headquarters in Camden, New Jersey, implementation of our existing SAP enterprise-resource planning system for Sovos Brands and network wastewater initiatives.
Major capital projects based on planned spend in 2026 include network optimization for both our Meals & Beverages and Snacks businesses, information technology projects and wastewater initiatives.
Our business is also regulated by similar agencies outside of the U.S. Additionally, we are subject to packaging and labeling regulations, data privacy and security regulations, tax and securities regulations, import regulations, accounting and reporting standards, and other financial laws and regulations.
Additionally, we are subject to food ingredients regulations (including but not limited to Food, Drug, and Cosmetic Act (FD&C) colors), labeling and packaging regulations (including but not limited to extended producer responsibility (EPR) regulations), data privacy and security regulations, tax and securities regulations, import regulations, accounting and reporting standards, and other financial laws and regulations.
We have established a new Employee Value Proposition, Make history with Campbell’s, to enhance our focus on building a winning team and culture. On July 28, 2024, we had approximately 14,400 full-time and part-time employees. Training, Development and Engagement We invest in our employees through training and development programs.
This approach also aligns with our Employee Value Proposition, Make history with Campbell’s , to enhance our focus on building a winning team and culture.
Capital Expenditures During 2024, our aggregate capital expenditures were $517 million. We expect to spend approximately $530 million for capital projects in 2025.
Our principal areas of competition are brand recognition, taste, nutritional value, price, promotion, innovation, shelf space and customer service. 4 Capital Expenditures During 2025, our aggregate capital expenditures were $426 million. We expect to spend approximately $420 million for capital projects in 2026.
We continue to modernize our workspaces and have a hybrid work policy to allow office-based employees to work remotely several days per week. Total Rewards We provide market-based competitive compensation through our salary, annual incentive and long-term incentive programs, and a robust benefits package that promotes the overall well-being of our employees.
We continue to modernize our workspaces and have a hybrid work policy to allow office-based employees to work remotely several days per week. Websites Our primary corporate website can be found at www.thecampbellscompany.com .
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We expect input cost inflation in 2025 to remain at similar levels as 2024, as we continue to see improvement across certain ingredients and packaging materials; however, we could experience unexpectedly high input cost inflation in various categories.
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On February 24, 2025, we completed the sale of our noosa yoghurt business. For additional information on the divestitures, see Note 4 to the Consolidated Financial Statements. Our operations, including reportable segments, are described below. Our locations, including manufacturing facilities, within each reporting segment are described in Item 2. Properties.
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To do this, we are committed to building a company where everyone can be real, and feel safe, valued and supported to do their best work.
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The noosa yoghurt business was sold on February 24, 2025.
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We have partnered with leading online content experts and increased internal learning development to expand our catalog of courses and support our culture of continuous learning. A suite of training and education programs are available to employees ranging from role-specific training to education on soft skills to assist them with enhancing their careers through continuous learning.
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Beginning in 2026, the snacking and meals and beverages retail business in Latin America is managed under our Meals & Beverages segment.
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These surveys allow our leaders to develop action plans for their business units as well as the broader organization. In addition, in 2024, we launched a new initiative, Campbell’s Way of Leadership , to help our employees develop leadership skills and drive the growth of our business.
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We refer to the following products as our "leadership brands": Campbell's condensed and ready-to-serve soups; Chunky soups; Swanson broth, stocks and canned poultry; Pacific Foods broth, soups and non-dairy beverages; Prego pasta sauces; Pace Mexican sauces; V8 juices and beverages; Rao's pasta sauces, dry pasta, frozen entrées, frozen pizza and soups; Pepperidge Farm cookies, crackers and fresh bakery; Goldfish crackers; Snyder's of Hanover pretzels; Lance sandwich crackers; Cape Cod potato chips; Kettle Brand potato chips; Late July snacks; and Snack Factory pretzel crisps.
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As of July 28, 2024, we have trained approximately 50% of our supervisory and management population in Campbell’s Way of Leadership programs.
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We also purchase finished products from domestic and international suppliers.
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Our Campbell Employee Experience enhances the foundational moments that are key to an employee's career at our company - from the candidate experience and onboarding through career advancement - to help our employees thrive at work, with the goal of building an inclusive, engaging and high-performing culture.
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We are unable to predict the extent to which tariffs may impact our ability to source ingredients, packaging materials and finished products in the future, and certain supply pressures may continue throughout 2026. In 2026, we expect more significant cost pressures primarily driven by tariff impacts.
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Inclusion and Diversity A key to our success is our ability to attract and retain top talent in all areas of our business. We believe that having an inclusive and diverse culture strengthens our ability to recruit and develop this talent and allows employees to thrive and succeed.
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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.
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Our inclusion and diversity (I&D) efforts are focused around three pillars: • Capabilities - providing resources and tools to employees to develop capabilities to build a winning team and culture; • Advocacy - supporting our employees, our partners and the communities where we live and work; and 6 • Accountability - having individual, management and organizational accountability and transparency about our progress on building an inclusive and diverse culture.
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Our business is also regulated by similar agencies outside of the U.S.
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Each pillar has focus areas and initiatives designed to further its objectives. Together, these activities create a holistic approach to I&D across the company. To support these pillars, we have developed strategies focused on building a pipeline of diverse talent through expanded recruitment efforts, I&D learning opportunities, internal talent development and leveraging our employee resource groups.
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In addition, we continue to monitor existing and pending environmental laws and regulations within the U.S. and elsewhere relating to climate change, greenhouse gas emissions, energy and sustainability, including EPR laws and regulations.
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Performance discussions for salaried employees are conducted throughout the year to assess contributions and inform individual development plans. Websites Our primary corporate website can be found at www.campbellsoupcompany.com .
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We have also invested in other work experiences and wellness areas in our field locations. On August 3, 2025, we had approximately 13,700 full-time and part-time employees. Training, Development and Engagement We invest in our employees through training and development programs to support our culture of continuous learning.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeVolatility 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 by our current commodity contracts; • 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 capital and credit markets could negatively impact our liquidity or increase costs of borrowing. 9 These and other impacts of global macroeconomic conditions could also heighten many of the other risk factors discussed in this Item 1A.
Biggest changeVolatility 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; 6 • 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.
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 by a third-party contract manufacturer at a single facility in the U.S.
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.
We believe that these preventative and detective actions provide adequate measures of protection against security breaches and generally reduce our cybersecurity risks and enhance our ability to prevent, detect and respond to disruptive events. Our information security program includes capabilities designed to evaluate and mitigate cyber risks arising from third-party service providers.
We believe that these preventative and detective actions provide adequate measures of protection against security breaches, generally reduce our cybersecurity risks and enhance our ability to prevent, detect and respond to disruptive events. Our information security program includes capabilities designed to evaluate and mitigate cyber risks arising from third-party service providers.
If we fail to achieve, or are perceived to have failed to achieve or been delayed in achieving, or improperly report our progress toward achieving these goals and commitments, it could negatively affect consumer or customer preference for our products or investor confidence in our stock, as well as expose us to enforcement actions and litigation.
If we fail to achieve, or are perceived to have failed to achieve or have been delayed in achieving, or improperly report our progress toward achieving these goals and commitments, it could negatively affect consumer or customer preference for our products or investor confidence in our stock, as well as expose us to enforcement actions and litigation.
Similarly, disruptions in financial and/or credit markets may impact our ability to manage normal commercial relationships with our customers, suppliers and creditors and might cause us to not be able to continue to have access to preferred sources of liquidity when needed or on terms we find acceptable, and our borrowing costs could increase.
Similarly, disruptions in financial markets may impact our ability to manage normal commercial relationships with our customers, suppliers and creditors and might cause us to not be able to continue to have access to preferred sources of liquidity when needed or on terms we find acceptable, and our borrowing costs could increase.
If we do not succeed in 11 offering products that consumers want to buy, our sales and market share will decrease, resulting in reduced profitability. If we are unable to accurately predict which shifts in consumer preferences will be long-lasting, or are unable to introduce new and improved products to satisfy those preferences, our sales will decline.
If we do not succeed in offering products that consumers want to buy, our sales and market share will decrease, resulting in reduced profitability. If we are unable to accurately predict which shifts in consumer preferences will be long-lasting, or are unable to introduce new and improved products to satisfy those preferences, our sales will decline.
An economic or credit crisis could occur and impair credit availability and our ability to raise capital when needed. A disruption in the financial markets may have a negative effect on our derivative counterparties and could impair our banking or other business partners, on whom we rely for access to capital and as counterparties to our derivative contracts.
An economic or credit crisis could occur and impair credit availability and our ability to raise capital when needed. A disruption in the financial markets may have a negative effect on our derivative counterparties and could impair our banking or other business partners, on whom we rely for 11 access to capital and as counterparties to our derivative contracts.
We regularly move data across national and state borders to conduct our operations and, consequently, are subject to a variety of laws and regulations in the U.S. and other jurisdictions regarding privacy, data protection and data security, including those related to the collection, storage, handling, use, disclosure, transfer and security of personal data.
We also regularly move data across national and state borders to conduct our operations and, consequently, are subject to a variety of laws and regulations in the U.S. and other jurisdictions regarding privacy, data protection and data security, including those related to the collection, storage, handling, use, disclosure, transfer and security of personal data.
Finally, if we fail to rapidly develop products in faster-growing and more profitable categories, we could experience reduced demand for our products, or fail to expand margins. We may be adversely impacted by a changing customer landscape and the increased significance of some of our customers.
Finally, if we fail to rapidly develop products in faster-growing and more profitable categories, we could experience reduced demand for our products, or fail to expand 10 margins. We may be adversely impacted by a changing customer landscape and the increased significance of some of our customers.
Our businesses are largely concentrated in the traditional retail grocery trade, which has experienced slower growth than other retail channels, such as dollar stores, drug stores, club stores and e-commerce retailers. We expect this trend away from traditional retail grocery to alternate channels to continue in the future.
Our businesses are largely concentrated in the traditional retail grocery trade, which has experienced slower growth than other retail channels, such as dollar stores, club stores and e-commerce retailers. We expect this trend away from traditional retail grocery to alternate channels to continue in the future.
We may incur increased costs in protecting against or remediating cyberattacks or other cyber 10 incidents. As cyberattacks increase in frequency and magnitude around the world, we may be unable to obtain cybersecurity insurance in the amounts and on the terms we view as appropriate and favorable for our operations.
We may incur increased costs in protecting against or remediating cyberattacks or other cyber incidents. As cyberattacks increase in frequency and magnitude around the world, we may be unable to obtain cybersecurity insurance in the amounts and on the terms we view as appropriate and favorable for our operations.
A significant increase in our obligations, future funding requirements, or net periodic benefit costs could have a material adverse effect on our financial results. We face risks related to inflation, recession, financial and credit market disruptions and other economic conditions.
A significant increase in our obligations, future funding requirements, or net periodic benefit costs could have a material adverse effect on our financial results. We face risks related to inflation, recession, financial market disruptions and other economic conditions.
Limitations on our ability to access the capital markets, a reduction in our liquidity or an increase in our borrowing costs may adversely affect our business and financial results. Legal and Regulatory Risks We may be adversely impacted by legal and regulatory proceedings or claims.
Limitations on our ability to access the financial markets, a reduction in our liquidity or an increase in our borrowing costs may adversely affect our business and financial results. Legal and Regulatory Risks We may be adversely impacted by legal and regulatory proceedings or claims.
Additionally, we might fail to effectively address increased attention from the media, stockholders, activists and other stakeholders on climate change and related environmental sustainability matters or animal welfare goals, including attention from stakeholders with opposing views on such matters.
Additionally, we might fail to effectively address increased attention from the media, stockholders, activists and other stakeholders on climate change and other environmental sustainability matters or animal welfare goals, including attention from stakeholders with opposing views on such matters.
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 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.
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.
In addition, our reputation could be damaged by allegations made in proceedings or claims (even if untrue). 13 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, regulations or other policies may lead to increased costs.
In addition, our reputation could be damaged by allegations made in proceedings or claims (even if untrue). 12 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, regulations or other policies may lead to increased costs.
This damage or disruption could result from execution issues, as well as factors that are hard to predict or beyond our control such as increased temperatures due to climate change, water stress, extreme weather events, natural disasters, product or raw material scarcity, fire, terrorism, pandemics or other local or global health issues, geopolitical conflicts, strikes, labor shortages, cybersecurity breaches, government shutdowns, disruptions in logistics, supplier capacity constraints or other events.
This damage or disruption could result from execution issues, as well as factors that are hard to predict or beyond our control such as changing trade policies, geopolitical conflicts, product or raw material scarcity, disruptions in logistics, supplier capacity constraints, increased temperatures due to climate change, water stress, extreme weather events, natural disasters, fire, terrorism, pandemics or other local or global health issues, strikes, labor shortages, cybersecurity breaches, government shutdowns or other events.
From time to time we establish and publicly announce sustainability goals and commitments, including reducing our impact on the environment and relating to animal welfare. For example, in 2022, we established science-based targets for Scope 1, 2 and 3 greenhouse gas emissions.
From time to time we establish and publicly announce sustainability goals and commitments, including reducing our impact on the environment and relating to animal welfare. For example, we established science-based targets for Scope 1, 2 and 3 greenhouse gas emissions.
In addition, if the U.S. economy enters a recession in 2025, we may experience sales declines and may have to decrease prices, all of which could have a material adverse impact 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.
Changes in legal or regulatory requirements (such as new food safety requirements and revised regulatory requirements for the labeling of nutrition facts, serving sizes and genetically modified ingredients or new EPR regulations and laws), or evolving interpretations of existing legal or regulatory requirements, or an increased focus regarding environmental policies relating to climate change, regulating greenhouse gas emissions, energy policies and sustainability, may result in increased compliance cost, capital expenditures and other financial obligations that could adversely affect our business and financial results.
Changes in legal or regulatory requirements (such as but not limited to new food safety requirements and revised regulatory requirements for the labeling of nutrition facts, serving sizes and genetically modified ingredients or new EPR regulations and laws), evolving interpretations of existing legal or regulatory requirements, or an increased focus regarding environmental policies relating to climate change, climate reporting, regulating greenhouse gas emissions, energy policies and sustainability, may result in increased compliance cost, capital expenditures and other financial obligations that could adversely affect our business and financial results.
Disruptions in the commercial paper market or other effects of volatile economic conditions on the credit markets may also reduce the amount of commercial paper that we can issue and raise our borrowing costs for both short- and long-term debt offerings. There can be no assurance that we will have access to the capital markets on terms we find acceptable.
Disruptions in the commercial paper market or other effects of volatile economic conditions on the financial markets may also reduce the amount of commercial paper that we can issue and raise our borrowing costs for both short- and long-term debt offerings. There can be no assurance that we will have access to the financial markets on terms we find acceptable.
Factors that could result in an impairment include 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.
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 have also outsourced several information technology support services and administrative functions to third-party service providers, and may outsource other functions in the future to achieve cost savings and efficiencies. New and emerging technologies that could result in greater operational efficiency may further expose our computer systems to the risk of cyberattacks.
We have also outsourced several information technology support services and administrative functions to third-party service providers, and may outsource other functions in the future to achieve cost savings and efficiencies. 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.
The global economy has been negatively impacted by ongoing geopolitical conflicts, including the military conflicts between Russia and Ukraine, the war in the Middle East, as well as rising tensions between China and Taiwan.
The global economy has been negatively impacted by ongoing geopolitical conflicts, including the military conflicts between Russia and Ukraine, the conflicts in the Middle East, as well as tensions between China and Taiwan.
In the U.S., we are subject to regulation by various federal government agencies, including but not limited to the Food and Drug Administration, the Department of Agriculture, the Federal Trade Commission, the Department of Labor, the Department of Commerce, the Occupational Safety and Health Administration and the Environmental Protection Agency, as well as various state and local agencies.
In the U.S., we are subject to regulation by various federal government agencies, including but not limited to the FDA, the Department of Agriculture, the Federal Trade Commission, the Department of Labor, the Department of Commerce, the Occupational Safety and Health Administration and the Environmental Protection Agency, as well as various state and local agencies.
We are also regulated by similar agencies outside the U.S. See Note 18 to the Consolidated Financial Statements for additional information regarding regulatory matters. Governmental and administrative bodies within the U.S. are considering a variety of tax, trade and other regulatory reforms.
We are also regulated by similar agencies outside the U.S. See Note 18 to the Consolidated Financial Statements for additional information regarding regulatory matters. Governmental and administrative bodies within the U.S. have made a variety of tax, trade and other regulatory reforms.
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, or the products becoming unavailable to consumers.
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.
In addition, many of these items are subject to price fluctuations from a number of factors, including but not limited to changes in crop size, cattle cycles, herd and flock disease, crop disease, crop pests, product scarcity, demand for raw materials, commodity market speculation, energy costs, currency fluctuations, supplier capacities, government-sponsored agricultural programs and other government policy, import and export 7 requirements (including tariffs), drought and excessive rain, temperature extremes and other adverse weather events, water scarcity, scarcity of suitable agricultural land, scarcity of organic ingredients, pandemics or other local or global health issues, geopolitical conflicts, environmental and other sustainability regulations and other factors that may be beyond our control.
Many of these items are subject to price fluctuations from a number of factors, including but not limited to geopolitical conflicts, shifting global trade policies (including tariffs and retaliatory measures), import and export requirements, product scarcity, demand for raw materials, commodity market speculation, energy costs, currency fluctuations, supplier capacities, government-sponsored agricultural programs and other government policy, climate change, changes in crop size, cattle cycles, herd and flock disease, crop disease, crop pests, drought and excessive rain, temperature extremes and other adverse weather events, water scarcity, scarcity of suitable agricultural land, scarcity of organic ingredients, pandemics or other local or global health issues, environmental and other sustainability regulations and other factors that may be beyond our control.
As of July 28, 2024, we maintained approximately $7.184 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.
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.
Any litigation or disputes regarding intellectual property may be costly and time-consuming and may divert the attention of our management and key personnel from our business operations. We also may be subject to significant damages or injunctions against development, launch and sale of certain products. Any of these occurrences may harm our business and financial results.
Any litigation or disputes regarding intellectual property may be costly and time-consuming and may divert the attention of our management and key personnel from our business operations. We also may be subject to significant damages or injunctions against development, launch and sale of certain products.
Weak economic conditions, recessions, significant inflation and other factors, such as pandemics, could affect consumer preferences and demand. In addition, given the variety of backgrounds and identities of consumers in our consumer base, we must offer a sufficient array of products to satisfy the broad spectrum of consumer preferences.
Weak economic conditions, recessions, significant inflation, government regulation (including in the health and wellness space) and other factors, such as pandemics, could affect consumer preferences and demand. In addition, given the variety of backgrounds and identities of consumers in our consumer base, we must offer a sufficient array of products to satisfy the broad spectrum of consumer preferences.
Customer and consumer demand for our products may be impacted by weak economic conditions, recession, equity market volatility or other negative economic factors in the U.S. or other nations. For instance in 2024, the U.S. experienced moderate 12 inflationary pressures.
Customer and consumer demand for our products may be impacted by weak economic conditions, recession, equity market volatility or other negative economic factors in the U.S. or other nations. For instance in 2025, the U.S. experienced elevated inflationary pressures.
In 2024, 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 22% of our consolidated net 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.
Over the past few years, particularly related to manufacturing, we have experienced an increasingly competitive labor market.
Over the past few years, particularly related to certain segments of manufacturing, we have experienced an increasingly competitive labor market.
As a manufacturer of food and beverage products, we rely on plant labor, distribution resources and raw and packaging materials including tomatoes, tomato paste, grains, beef, poultry, dairy, olive oil, vegetable oil, wheat, potatoes and other vegetables, steel, aluminum, glass, paper and resin.
As a manufacturer of food and beverage products, we rely on plant labor, distribution resources and raw and packaging materials including tomatoes, tomato paste, grains, beef, poultry, dairy, olive oil, vegetable oil, wheat, potatoes and other vegetables, steel, aluminum, glass, paper and resin. We also purchase finished products from domestic and international suppliers.
The effects of climate change and legal or regulatory initiatives to address climate change could have a long-term adverse impact on our business and results of operations. Our business is subject to an increasing focus on sustainability matters.
The physical effects and transitional costs of climate change and legal, regulatory or market initiatives to address climate change could have a long-term adverse impact on our business, financial condition and results of operations. Our business is subject to an increasing focus on sustainability matters.
We 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 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 particular, the marketing of food products has come under increased scrutiny in recent years, and the food industry has been subject to an increasing number of proceedings and claims relating to alleged false or deceptive marketing under federal, state and foreign laws or regulations, including claims relating to the presence of heavy metals in food products.
The manufacture and marketing of food products has come under increased scrutiny in recent years, and the food industry has been subject to changes in laws and regulations at the state and federal levels and an increasing number of proceedings and claims relating to alleged false or deceptive marketing under federal, state and foreign laws or regulations.
Success in promoting and enhancing brand value depends in large part on our ability to provide high-quality products.
Brand value is primarily based on consumer perceptions. Success in promoting and enhancing brand value depends in large part on our ability to provide high-quality products.
Examples of such factors include evolving regulatory requirements affecting sustainability standards or disclosures or imposing different requirements, the pace of changes in technology, the availability of requisite financing, the availability of suppliers and products that can meet our sustainability and other standards, and changing business dynamics including acquisitions. Furthermore, standards for tracking and reporting such matters continue to evolve.
Examples of such factors include evolving regulatory requirements affecting sustainability standards or disclosures or imposing different requirements, the pace of changes in technology and its market availability, the availability of requisite financing, the availability of suppliers and products that can meet our sustainability and other standards, and changing business dynamics including acquisitions.
Additional acquisition risks include the diversion of management attention from our existing business, potential loss of key employees, suppliers, or customers from the acquired business, assumption of unknown risks and liabilities, greater than anticipated operating costs of the acquired business, the inability to promptly implement an effective control environment, and risks inherent in entering markets or lines of business with which we have limited or no prior experience.
Additional risks include the diversion of management attention from our existing business or other business concerns, potential loss of key employees, suppliers, or customers from the acquired or divested businesses, assumption of unknown risks and liabilities, greater than anticipated operating costs of the acquired business, the inability to promptly implement an effective control environment, risks inherent in entering markets or lines of business with which we have limited or no prior experience, the inability to separate divested businesses or business units effectively and efficiently from our existing business operations, and the inability to reduce or eliminate associated overhead costs.
Our ability to meet our objectives with respect to acquisitions and other strategic transactions may depend in part on our ability to identify suitable counterparties, negotiate favorable financial and other contractual terms, obtain all necessary regulatory approvals on the terms expected and complete those transactions.
Our ability to meet our objectives with respect to acquisitions, divestitures and other strategic transactions may depend, as applicable, on our ability to identify suitable acquisition targets, buyers or counterparties; negotiate favorable financial and other contractual terms; obtain all necessary regulatory approvals on the terms expected; and complete those transactions.
In addition, the effects of the ongoing conflicts could also heighten many of the other risk factors discussed in this Item 1A. Item 1B. Unresolved Staff Comments None.
In addition, the effects of the ongoing conflicts could also heighten many of the other risk factors discussed in this Item 1A, or in other reports we periodically file with the SEC. Item 1B. Unresolved Staff Comments None.
Global macroeconomic conditions can be uncertain and volatile. We have in the past been, and may continue to be, adversely affected by changes in global macroeconomic conditions, including inflation, recession, rising interest rates, consumer spending rates, energy availability and costs, global supply chain challenges, labor shortages, geopolitical conflicts, pandemics or other local or global health issues.
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.
Our results may be adversely impacted if consumers do not maintain their favorable perception of our brands. We have a number of iconic brands with significant value. Maintaining and continually enhancing the value of these brands is critical to the success of our business. Brand value is primarily based on consumer perceptions.
Any of these occurrences may harm our business and financial results. 8 Our results may be adversely impacted if consumers do not maintain their favorable perception of our brands. We have a number of iconic brands with significant value. Maintaining and continually enhancing the value of these brands is critical to the success of our business.
We protect our intellectual property rights through a combination of trademark, patent, copyright and trade secret protection, contractual agreements and policing of third-party misuses of our intellectual property in traditional retail and digital environments.
We consider our intellectual property rights, particularly our trademarks, to be a significant and valuable aspect of our business. We protect our intellectual property rights through a combination of trademark, patent, copyright and trade secret protection, contractual agreements and policing of third-party misuses of our intellectual property in traditional retail and digital environments.
Various laws and regulations govern the processing, packaging (including potential impacts of extended producer responsibility (EPR) regulations and laws), waste management, storage, distribution, marketing, advertising, labeling, import/export requirements, quality and safety of our food products, as well as the health and safety of our employees and the protection of the environment.
Various laws and regulations govern the processing, ingredients (including but not limited to FD&C colors), packaging (including but not limited to potential impacts of EPR regulations and laws), waste management, storage, distribution, marketing, advertising, labeling, import/export requirements, quality and safety of our food products, as well as the health and safety of our employees and the protection of the environment.
If we are unable to complete acquisitions or successfully integrate and develop acquired businesses, including the effective management of integration activities, we could fail to achieve the anticipated synergies and cost savings, or the expected increases in revenues and operating results.
If we are unable to complete acquisitions, divestitures or other strategic transactions or successfully integrate and develop acquired businesses or divest existing businesses, including, as applicable, the effective management of such activities, we could fail to achieve the anticipated synergies, cost savings, or increases in revenues and operating results.
Financial and Economic Risks An impairment of the carrying value of goodwill or other indefinite-lived intangible assets could adversely affect our financial results and net worth. As of July 28, 2024, we had goodwill of $5.077 billion and other indefinite-lived intangible assets of $3.882 billion.
Financial and Economic Risks An impairment of the carrying value of goodwill or other indefinite-lived intangible assets could adversely affect our financial results and net worth. As of August 3, 2025, we had goodwill of $4.991 billion and other indefinite-lived intangible assets of $3.678 billion.
Our selection of voluntary disclosure frameworks and standards, and the interpretation or application of those frameworks and standards, may change from time to time or differ from those of others.
Furthermore, standards for tracking and reporting such matters continue to evolve. Our selection of voluntary disclosure frameworks and standards, and the interpretation or application of those frameworks and standards, may change from time to time or differ from those of others.
In addition, our ability to achieve our strategic and operating goals depends on our ability to identify, hire, train and retain qualified individuals, including all levels of skilled labor in our manufacturing facilities.
We depend on the skills and continued service of key personnel, including our experienced management team. In addition, our ability to achieve our strategic and operating goals depends on our ability to identify, hire, train and retain qualified individuals, including all levels of skilled labor in our manufacturing facilities.
We may also be subjected to decreased availability or less favorable pricing for water as a result of such change, which could impact our manufacturing and distribution operations. In addition, natural disasters and extreme weather conditions may disrupt the productivity of our facilities or the operation of our supply chain.
We may also be subjected to decreased availability or less favorable pricing for water as a result of such change, which could impact our manufacturing and distribution operations.
We believe that these capabilities provide insights and visibility to the security posture of our third-party service providers, however, cyber threats to those organizations are beyond our control. If these service providers do not perform effectively due to breach or system failure, we may not be able to achieve the expected benefits and our business may be disrupted.
We believe that these capabilities provide insights and visibility to the security posture of our third-party service providers; however, cyber threats to those organizations are beyond our control.
We have historically made strategic acquisitions of brands and businesses and we may undertake additional acquisitions or other strategic transactions in the future.
Our results may be adversely affected by our inability to complete or realize the projected benefits of acquisitions, divestitures and other strategic transactions. We have historically made strategic acquisitions and divestitures of brands and businesses and we may undertake additional acquisitions, divestitures or other strategic transactions in the future.
The principal areas of competition are brand recognition, taste, nutritional value, price, promotion, innovation, shelf space and customer service. A number of our primary competitors are larger than us and have substantial financial, marketing and other resources, and some of our competitors may spend more aggressively on advertising and promotional activities than we do.
A number of our primary competitors are larger than us, may be less exposed to tariff impacts, and have substantial financial, marketing and other resources, and some of our competitors may spend more aggressively on advertising and promotional activities than we do.
Our inability to complete or realize the projected benefits of future acquisitions, divestitures or other strategic transactions may adversely affect our business or financial results. 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.
Additional risks and uncertainties not presently known to us or that we currently deem immaterial also may impair our business operations and financial condition. 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.
The physical effects and transitional costs of climate change and the legal, regulatory or market initiatives to address climate change could have a negative impact on our business, financial condition, and results of operations. 14 There is an increased focus by foreign, federal, state and local regulatory and legislative bodies regarding environmental policies relating to climate change, regulating greenhouse gas emissions (including carbon pricing regulations, cap and trade systems or a carbon tax), energy policies and sustainability, including EPR regulations and packaging.
In addition, natural disasters and extreme weather conditions may disrupt the productivity of our facilities or the operation of our supply chain. 13 There is an increased focus by regulatory and legislative bodies regarding environmental policies relating to climate change, climate reporting, regulating greenhouse gas emissions (including carbon pricing regulations, cap and trade systems or a carbon tax), energy policies and sustainability.
Additional risks and uncertainties not presently known to us or that we currently deem immaterial also may impair our business operations and financial condition. Business and Operational Risks We may not be able to increase prices or sustain price increases to fully offset inflationary pressures on costs, such as raw and packaging materials, labor and distribution costs.
Furthermore, our competitors may be less exposed to tariff impacts or in a better position to mitigate the increased costs of tariffs. We may not be able to increase prices or sustain price increases to fully offset inflationary pressures on costs, such as raw and packaging materials, finished products, labor and distribution costs.
Trade reforms could include tariffs on certain materials used in the manufacture of our products and tariffs on certain finished products. A potential change in administration following the 2024 presidential election could further impact trade policies, and could also result in substantial changes to fiscal or tax policies that may impact our business.
Trade reforms include tariffs on certain materials used in the manufacture of our products and tariffs on certain finished products.
Our sensitivity to global macroeconomic conditions could materially impact our business, results of operations, financial condition, and liquidity. Our intellectual property rights are valuable, and any inability to protect them could reduce the value of our products and brands. We consider our intellectual property rights, particularly our trademarks, to be a significant and valuable aspect of our business.
Any of these factors, and our inability to complete or realize the projected benefits of future acquisitions, divestitures or other strategic transactions, could have a material adverse effect on our business or financial results . Our intellectual property rights are valuable, and any inability to protect them could reduce the value of our products and brands.
We may not be able to attract and retain the highly skilled people we need to support our business. We depend on the skills and continued service of key personnel, including our experienced management team.
If these service providers do not perform effectively due to breach or system failure, we may not be able to achieve the expected benefits, and our business may be disrupted. 9 We may not be able to attract and retain the highly skilled people we need to support our business.
Furthermore, we may not be able to fully offset any cost increases through productivity initiatives or through our commodity hedging activity. Disruption to our supply chain could adversely affect our business.
Furthermore, we may not be able to fully offset cost increases through productivity initiatives or through our commodity hedging activity. 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.
Removed
During 2024, we experienced moderately elevated commodity and supply chain costs including the costs of labor, raw materials, energy, fuel, packaging materials and other inputs necessary for the production and distribution of our products.
Added
Global macroeconomic conditions can be uncertain and volatile.
Removed
We expect input cost inflation in 2025 to remain at similar levels as 2024, as we continue to see improvement across certain ingredients and packaging materials; however, we could experience unexpectedly high input cost inflation in various categories and in other areas of persistent inflation, such as labor and distribution costs, and we expect modestly elevated levels of inflation to continue into 2025.
Added
These and other impacts of global macroeconomic conditions could also heighten many of the other risk factors discussed in this Item 1A, or in other reports we periodically file with the SEC. Our sensitivity to global macroeconomic conditions could materially impact our business, results of operations, financial condition, and liquidity.
Removed
Our results may be adversely affected by our inability to complete or realize the projected benefits of acquisitions, divestitures and other strategic transactions. Specifically, the anticipated benefits of the Sovos Brands acquisition may not be fully realized, and we may experience unexpected difficulties or expenses in integrating the Sovos Brands business.
Added
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.
Removed
Any of these factors could have a material adverse effect on our financial results . In particular, on March 12, 2024, we completed the acquisition of Sovos Brands, resulting in the expansion of our portfolio.
Added
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.
Removed
Achieving the anticipated benefits of the transaction is subject to uncertainties, including whether we integrate in an efficient and effective manner, and general competitive factors in the marketplace. Integrating Sovos Brands will be a complex, time-consuming and expensive process.
Added
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.
Removed
As a result, we will be required to devote significant management attention and resources to integrating Sovos Brands’ business practices and operations. The integration process may disrupt the businesses and, if implemented ineffectively or if impacted by unforeseen negative economic or market conditions or other factors, we may not realize the full anticipated benefits of the acquisition.
Added
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.
Removed
Our failure to meet the challenges involved in integrating the 8 business and to realize the anticipated benefits of the acquisition could cause an interruption of, or a loss of momentum in, our activities and could adversely affect our results of operations or cash flows, cause dilution to our earnings per share, decrease or d elay any accretive effect of the acquisition, and negatively impact the market price of our common shares.
Added
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.
Removed
Specifically, the difficulties or expenses related to the integration, may include: • diversion of management's attention from ongoing business concerns; • managing a larger combined business; • difficulties in the integration of operations and systems, inclusive of internal controls; • perceived adverse changes in product offerings to customers, whether or not these changes actually occur; • assumption of unknown risks and liabilities; • maintaining current contractual relationships with third-party manufacturers; • the retention of key suppliers and customers of Sovos Brands; • attracting new business and operational relationships; • retaining and integrating key employees and maintaining employee morale; and • unforeseen expenses or delay resulting from integration activities.
Added
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.
Removed
There are many factors beyond our control and the control of Sovos Brands that could affect the timing or total amount of integration-related expenses. The failure to effectively address any of these risks, or any other risks related to the integration of Sovos Brands, may adversely affect our business or financial results.
Added
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.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeThe CTIO has over 35 years of information technology experience, 16 including serving in strategic planning, oversight and global operation of information systems and technology functions for companies in the food and beverage industries.
Biggest changeThe CDTO has over 30 years of information technology experience, including serving in strategic planning, oversight and global operation of information systems and technology functions for 15 companies in the consumer packaged goods industry.
We follow an industry-leading 15 National Institute of Standards and Technology cybersecurity framework (NIST CSF) and have developed a comprehensive information security program for assessing, identifying and managing cybersecurity risks that is designed to protect our systems and data from unauthorized access, use or other security impact.
We follow an industry-leading 14 National Institute of Standards and Technology cybersecurity framework (NIST CSF) and have developed a comprehensive information security program for assessing, identifying and managing cybersecurity risks that is designed to protect our systems and data from unauthorized access, use or other security impact.
To fulfill its oversight responsibilities, the Audit Committee reviews the measures implemented by the company to identify and mitigate cybersecurity risks and receives quarterly updates from our CTIO and CISO on the information security program, including the status of significant cybersecurity incidences, the emerging threat landscape, and the status of projects to strengthen the company’s information security posture.
To fulfill its oversight responsibilities, the Audit Committee reviews the measures implemented by the company to identify and mitigate cybersecurity risks and receives quarterly updates from our CDTO and CISO on the information security program, including the status of significant cybersecurity incidences, the emerging threat landscape, and the status of projects to strengthen the company’s information security posture.
Our CISO, who reports to the CTIO, oversees the dedicated information security team, which works in partnership with the company’s ERM team and corporate audit department as well as consultants as part of an overall internal controls process to monitor cybersecurity threats and prevent, detect, mitigate and remediate cybersecurity incidents.
Our CISO, who reports to the CDTO, oversees the dedicated information security team, which works in partnership with the company’s ERM team and corporate audit department as well as consultants as part of an overall internal controls process to monitor cybersecurity threats and prevent, detect, mitigate and remediate cybersecurity incidents.
Our risk oversight processes and disclosure controls and procedures are designed to escalate key risks for the Board to analyze for disclosure purposes. Our CTIO, a member of our corporate leadership team, oversees the team responsible for leading the enterprise-wide information technology strategy, policy, standards, architecture, and processes.
Our risk oversight processes and disclosure controls and procedures are designed to escalate key risks for the Board to analyze for disclosure purposes. Our CDTO, a member of our corporate leadership team, oversees the team responsible for leading the enterprise-wide information technology strategy, policy, standards, architecture, and processes.
It receives benchmarking results of our data security effectiveness and reports from our Chief Technology & Information Officer (CTIO) and Chief Information Security Officer (CISO) on our information security program and recent developments. Our Board has delegated the primary responsibility to oversee cybersecurity matters to the Audit Committee.
It receives benchmarking results of our data security effectiveness and reports from our Chief Digital & Technology Officer (CDTO) and Chief Information Security Officer (CISO) on our information security program and recent developments. Our Board has delegated the primary responsibility to oversee cybersecurity matters to the Audit Committee.
The company has previously experienced threats and breaches to its data and systems but has not experienced a breach that had a material impact on its operations or business and has not incurred any material breach-related expenses for the year ended July 28, 2024 that are reasonably likely to materially affect the company or its business strategy, results of operations or financial condition.
The company has previously experienced threats and breaches to its data and systems but has not experienced a breach that had a material impact on its operations or business and has not incurred any material breach-related expenses for the last three years that are reasonably likely to materially affect the company or its business strategy, results of operations or financial condition.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeWe also maintain principal business unit offices in Doral, Florida; Hanover, Pennsylvania; Portland, Oregon; and Mississauga, Canada. We also own and lease distribution centers across the U.S.
Biggest changeWe also maintain principal business unit offices in Doral, Florida; Hanover, Pennsylvania; and Mississauga, Canada. We also own and lease distribution centers across the U.S. We believe that our manufacturing and processing plants and distribution centers are well maintained and, together with facilities operated by our contract manufacturers, are generally adequate to support the current operations of the businesses.
Arizona Massachusetts Pennsylvania Goodyear (S) Hyannis (S) Denver (S) California North Carolina Downingtown (S) Dixon (MB) Charlotte (S) Hanover (S) Stockton (MB) Maxton (MB) Texas Colorado Ohio Austin (MB) Bellvue (MB) Ashland (S) Paris (MB) Connecticut Napoleon (MB) Utah Bloomfield (S) Willard (S) Richmond (S) Florida Oregon Wisconsin Lakeland (S) Salem (S) Beloit (S) Illinois Tualatin (MB) Franklin (S) Downers Grove (S) Milwaukee (MB) Indiana Jeffersonville (S) ______________________________ MB - Meals & Beverages S - Snacks Each of the foregoing manufacturing facilities is company-owned, except the Tualatin, Oregon; Austin, Texas; and Bellvue, Colorado facilities, which are leased.
Arizona Massachusetts Pennsylvania Goodyear (S) Hyannis (S) Denver (S) California North Carolina Downingtown (S) Dixon (MB) Charlotte (S) Hanover (S) Stockton (MB) Maxton (MB) Texas Connecticut Ohio Austin (MB) Bloomfield (S) Ashland (S) Paris (MB) Florida Napoleon (MB) Utah Lakeland (S) Willard (S) Richmond (S) Illinois Oregon Wisconsin Downers Grove (S) Salem (S) Beloit (S) Indiana Tualatin (MB) Franklin (S) Jeffersonville (S) Milwaukee (MB) ______________________________ MB - Meals & Beverages S - Snacks Each of the foregoing manufacturing facilities is company-owned, except the Tualatin, Oregon and Austin, Texas facilities, which are leased.
We believe that our manufacturing and processing plants and distribution centers are well maintained and, together with facilities operated by our contract manufacturers, are generally adequate to support the current operations of the businesses. Item 3. Legal Proceedings Information regarding reportable legal proceedings is contained in Note 18 to the Consolidated Financial Statements and incorporated herein by reference.
Item 3. Legal Proceedings Information regarding reportable legal proceedings is contained in Note 18 to the Consolidated Financial Statements and incorporated herein by reference.

Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

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Biggest changeThe June 2021 program has no expiration date, but it may be suspended or discontinued at any time. Repurchases under the June 2021 program may be made in open-market or privately negotiated transactions. In September 2021, the Board approved a strategic share repurchase program of up to $500 million (September 2021 program).
Biggest changeAny excise tax incurred is recognized as part of the cost basis of the shares acquired in the Consolidated Statements of Equity. (3) In September 2021, the Board approved a strategic share repurchase program of up to $500 million (September 2021 program). The September 2021 program has no expiration date, but it may be suspended or discontinued at any time.
Return to Shareholders * Performance Graph The information contained in this Return to Shareholders Performance Graph section shall not be deemed to be "soliciting material" or "filed" or incorporated by reference in future filings with the Securities and Exchange Commission, or subject to the liabilities of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), except to the extent we specifically incorporate it by reference into a document filed under the Securities Exchange Act of 1933, as amended (the Securities Act), or the Exchange Act.
Return to Shareholders * Performance Graph The information contained in this Return to Shareholders Performance Graph section shall not be deemed to be "soliciting material" or "filed" or incorporated by reference in future filings with the Securities and Exchange Commission (SEC), or subject to the liabilities of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), except to the extent we specifically incorporate it by reference into a document filed under the Securities Exchange Act of 1933, as amended (the Securities Act), or the Exchange Act.
Item 4. Mine Safety Disclosures Not applicable. 17 Information about our Executive Officers The section below provides information regarding our executive officers as of September 11, 2024: Name, Present Title & Business Experience Age Year First Appointed Executive Officer Carrie L. Anderson, Executive Vice President and Chief Financial Officer.
Item 4. Mine Safety Disclosures Not applicable. 16 Information about our Executive Officers The section below provides information regarding our executive officers as of September 10, 2025: Name, Present Title & Business Experience Age Year First Appointed Executive Officer Carrie L. Anderson, Executive Vice President and Chief Financial Officer.
The graph assumes that $100 was invested on July 26, 2019, in each of our stock, the S&P 500 and the S&P Packaged Foods Group, and that all dividends were reinvested.
The graph assumes that $100 was invested on July 31, 2020, in each of our stock, the S&P 500 and the S&P Packaged Foods Group, and that all dividends were reinvested.
The September 2021 program has no expiration date, but it may be suspended or discontinued at any time. Repurchases under the September 2021 program may be made in open-market or privately negotiated transactions. Item 6. Reserved
The September 2024 program has no expiration date, but it may be suspended or discontinued at any time. Repurchases under the September 2024 program may be made in open-market or privately negotiated transactions .
Market for Registrant’s Capital Stock, Related Shareholder Matters and Issuer Purchases of Equity Securities Market for Registrant’s Capital Stock Our capital stock is traded on The Nasdaq Stock Market LLC under the symbol "CPB." On September 11, 2024, there were 298,105,916 holders of record of our capital stock.
Market for Registrant’s Capital Stock, Related Shareholder Matters and Issuer Purchases of Equity Securities Market for Registrant’s Capital Stock Our capital stock is traded on The Nasdaq Stock Market LLC under the symbol "CPB." On September 10, 2025, there were 13,902 holders of record of our capital stock.
Foley, Executive Vice President and President, Snacks. We have employed Mr. Foley in an executive or managerial capacity for at least five years. 52 2019 Diane Johnson May, Executive Vice President and Chief People and Culture Officer. Senior Vice President, People and Culture, Manpower Group (2020-2021). Executive Vice President, Chief Human Resources Officer, Brookdale Senior Living (2019-2020).
Duggan in an executive or managerial capacity for at least five years. 45 2025 Diane Johnson May, Executive Vice President and Chief People and Culture Officer. Senior Vice President, People and Culture, Manpower Group (2020-2021). Executive Vice President, Chief Human Resources Officer, Brookdale Senior Living (2019-2020). 66 2022 Janda K. Lukin, Executive Vice President and Chief Growth Officer.
Brawley, III, Executive Vice President, General Counsel and Corporate Secretary. We have employed Mr. Brawley in an executive or managerial capacity for at least five years. 59 2023 Mark A. Clouse, President and Chief Executive Officer. We have employed Mr. Clouse in an executive or managerial capacity for at least five years. 56 2019 Christopher D.
Executive Vice President and Chief Financial Officer, Integra LifeSciences Holdings Corporation (2019-2023). 56 2023 Mick J. Beekhuizen, President and Chief Executive Officer. We have employed Mr. Beekhuizen in an executive or managerial capacity for at least five years. 49 2020 Charles A. Brawley, III, Executive Vice President, General Counsel and Corporate Secretary. We have employed Mr.
Sanzio, Executive Vice President and Chief Communications Officer. We have employed Mr. Sanzio in an executive or managerial capacity for at least five years. 57 2022 18 PART II Item 5 .
Sanzio in an executive or managerial capacity for at least five years. 57 2022 17 PART II Item 5 .
The total cumulative dollar returns shown on the graph represent the value that such investments would have had on July 28, 2024. * Stock appreciation plus dividend reinvestment. 2019 2020 2021 2022 2023 2024 Campbell 100 125 113 132 128 133 S&P 500 100 110 150 143 162 196 S&P Packaged Foods Group 100 108 117 132 138 124 19 Issuer Purchases of Equity Securities Period Total Number of Shares Purchased (1) Average Price Paid Per Share (2) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (3) Approximate Dollar Value of Shares that may yet be Purchased Under the Plans or Programs ($ in Millions) (3) 4/29/24 - 5/31/24 — $ — — $ 359 6/3/24 - 6/28/24 480,404 $ 43.66 480,404 $ 338 7/1/24 - 7/26/24 — $ — — $ 338 Total 480,404 $ 43.66 480,404 $ 338 ____________________________________ (1) Shares purchased are as of the trade date.
The total cumulative dollar returns shown on the graph represent the value that such investments would have had on August 3, 2025. * Stock appreciation plus dividend reinvestment. 2020 2021 2022 2023 2024 2025 Campbell 100 91 106 102 107 77 S&P 500 100 136 130 147 177 205 S&P Packaged Foods Group 100 107 121 127 114 107 18 Issuer Purchases of Equity Securities Period Total Number of Shares Purchased (1) Average Price Paid Per Share (2) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (3) Approximate Dollar Value of Shares that may yet be Purchased Under the Plans or Programs ($ in Millions) (3) 4/28/25 - 5/30/25 — $ — — $ 501 6/2/25 - 6/30/25 55,956 $ 33.44 55,956 $ 499 7/1/25 - 8/1/25 — $ — — $ 499 Total 55,956 $ 33.44 55,956 $ 499 ____________________________________ (1) Shares purchased are as of the trade date.
Any excise tax incurred is recognized as part of the cost basis of the shares acquired in the Consolidated Statements of Equity. (3) In June 2021, our Board of Directors authorized an anti-dilutive share repurchase program of up to $250 million (June 2021 program) to offset the impact of dilution from shares issued under our stock compensation programs.
Repurchases under the September 2021 program may be made in open-market or privately negotiated transactions. In September 2024, the Board authorized an anti-dilutive share repurchase program of up to $250 million (September 2024 program) to offset the impact of dilution from shares issued under our stock compensation programs.
Removed
Executive Vice President and Chief Financial Officer, Integra LifeSciences Holdings Corporation (2019-2023). Vice President and Controller, Dover Corporation (2017-2019). 55 2023 Mick J. Beekhuizen, Executive Vice President and President, Meals & Beverages. Executive Vice President and Chief Financial Officer (2020-2023). Executive Vice President and Chief Financial Officer, Chobani LLC (2016-2019). 48 2020 Charles A.
Added
Brawley in an executive or managerial capacity for at least five years. 60 2023 Risa Cretella, Executive Vice President and President, Meals & Beverages. Executive Vice President, General Manager of Rao’s, Sovos Brands, Inc. (2018-2024). 46 2025 Elizabeth M. Duggan, Executive Vice President and President, Snacks. We have employed Ms.
Removed
Managing Vice President, The Deli Source, Inc. (2017-2019). 66 2022 Daniel L. Poland, Executive Vice President and Chief Supply Chain Officer. Chief Operating Officer, KIND Snacks (2019-2021). Executive Vice President and Chief Supply Chain Officer, Pinnacle Foods, Inc. (2018-2019). Chief Supply Chain Officer - North American Operations, Danone (2016-2017). 61 2022 Anthony J.
Added
We have employed Ms. Lukin in an executive or managerial capacity for at least five years. 52 2025 Daniel L. Poland, Executive Vice President and Chief Enterprise Transformation Officer. Chief Operating Officer, KIND Snacks (2019-2021). 62 2022 Anthony J. Sanzio, Executive Vice President and Chief Communications Officer. We have employed Mr.
Added
The September 2024 program replaced an anti-dilutive share repurchase program of up to $250 million that was approved by the Board in June 2021 and has been terminated. Item 6. Reserved

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeWe wish to caution the reader that the following important factors and those important factors described in Part 1, Item 1A and elsewhere in this Report, or in our other Securities and Exchange Commission filings, could affect our actual results and could cause such results to vary materially from those expressed in any forward-looking statements made by, or on behalf of, us: • the risk that the cost savings and any other synergies from the Sovos Brands transaction may not be fully realized or may take longer or cost more to be realized than expected, including that the Sovos Brands transaction may not be accretive within the expected timeframe or the extent anticipated; 36 • the risks related to the availability of, and cost inflation in, supply chain inputs, including labor, raw materials, commodities, packaging and transportation; • our ability to execute on and realize the expected benefits from our strategy, including growing sales in snacks and growing/maintaining our market share position in soup; • the impact of strong competitive responses to our efforts to leverage brand power with product innovation, promotional programs and new advertising; • the risks associated with trade and consumer acceptance of product improvements, shelving initiatives, new products and pricing and promotional strategies; • our ability to realize projected cost savings and benefits from cost savings initiatives and the integration of recent acquisitions; • disruptions in or inefficiencies to our supply chain and/or operations, including reliance on key contract manufacturer and supplier relationships; • risks related to the effectiveness of our hedging activities and our ability to respond to volatility in commodity prices; • our ability to manage changes to our organizational structure and/or business processes, including selling, distribution, manufacturing and information management systems or processes; • changes in consumer demand for our products and favorable perception of our brands; • changing inventory management practices by certain of our key customers; • a changing customer landscape, with value and e-commerce retailers expanding their market presence, while certain of our key customers maintain significance to our business; • product quality and safety issues, including recalls and product liabilities; • the possible disruption to the independent contractor distribution models used by certain of our businesses, including as a result of litigation or regulatory actions affecting their independent contractor classification; • the uncertainties of litigation and regulatory actions against us; • the costs, disruption and diversion of management's attention associated with activist investors; • a disruption, failure or security breach of our or our vendors' information technology systems, including ransomware attacks; • impairment to goodwill or other intangible assets; • our ability to protect our intellectual property rights; • increased liabilities and costs related to our defined benefit pension plans; • our ability to attract and retain key talent; • goals and initiatives related to, and the impacts of, climate change, including from weather-related events; • negative changes and volatility in financial and credit markets, deteriorating economic conditions and other external factors, including changes in laws and regulations; • our indebtedness and ability to pay such indebtedness; and • unforeseen business disruptions or other impacts due to political instability, civil disobedience, geopolitical conflicts, extreme weather conditions, natural disasters, pandemics or other outbreaks of disease or other calamities.
Biggest changeWe wish to caution the reader that the following important factors and those important factors described in Part 1, Item 1A and elsewhere in this Report, or in our other SEC filings, could affect our actual results and could cause such results to vary materially from those expressed in any forward-looking statements made by, or on behalf of, us: • declines or volatility in financial markets, deteriorating economic conditions and other external factors, including the impact and application of new or changes to existing governmental laws, regulations, and policies; • the risks associated with imposed and threatened tariffs by the U.S. and reciprocal tariffs by its trading partners; • the risks related to the availability of, and cost inflation in, supply chain inputs, including labor, raw materials, commodities, packaging and transportation, including those related to tariffs; • disruptions in or inefficiencies to our supply chain and/or operations, including reliance on key contract manufacturer and supplier relationships; • our ability to execute on and realize the expected benefits from our strategy, including sales growth in and/or maintenance of our market share position in snacks, soups, sauces and beverages; • the impact of strong competitive responses to our efforts to leverage brand power with product innovation, promotional programs and new advertising; • the risks associated with trade and consumer acceptance of product improvements, shelving initiatives, new products and pricing and promotional strategies; • changes in consumer demand for our products and favorable perception of our brands; • the risk that the cost savings and any other synergies from the Sovos Brands transaction may not be fully realized or may take longer or cost more to be realized than expected, including that the Sovos Brands transaction may not be accretive to the extent anticipated; • our ability to realize projected cost savings and benefits from cost savings initiatives and the integration of recent acquisitions; • risks related to the effectiveness of our hedging activities and our ability to respond to volatility in commodity prices; • our ability to manage changes to our organizational structure and/or business processes, including selling, distribution, manufacturing and information management systems or processes; • changing inventory management practices by certain of our key customers; • a changing customer landscape, with value and e-commerce retailers expanding their market presence, while certain of our key customers maintain significance to our business; • product quality and safety issues, including recalls and product liabilities; • the possible disruption to the independent contractor distribution models used by certain of our businesses, including as a result of litigation or regulatory actions affecting their independent contractor classification; • the uncertainties of litigation and regulatory actions against us; • a disruption, failure or security breach of our or our vendors' information technology systems, including ransomware attacks; • impairment to goodwill or other intangible assets; • our ability to protect our intellectual property rights; • increased liabilities and costs related to our defined benefit pension plans; • our ability to attract and retain key talent; • goals and initiatives related to, and the impacts of, climate change, including from weather-related events; 38 • the costs, disruption and diversion of management's attention associated with activist investors; • our indebtedness and ability to pay such indebtedness; and • unforeseen business disruptions or other impacts due to political instability, civil disobedience, terrorism, geopolitical conflicts, extreme weather conditions, natural disasters, pandemics or other outbreaks of disease or other calamities.
We principally use a combination of purchase orders and various short- and long-term supply arrangements in connection with the purchase of raw materials, including certain commodities and agricultural products. We also enter into commodity futures, options and swap contracts to reduce the volatility of price fluctuations of wheat, diesel fuel, soybean oil, natural gas, cocoa, aluminum, corn and soybean meal.
We principally use a combination of purchase orders and various short- and long-term supply arrangements in connection with the purchase of raw materials, including certain commodities and agricultural products. We also enter into commodity futures, options and swap contracts to reduce the volatility of price fluctuations of wheat, diesel fuel, natural gas, soybean oil, cocoa, aluminum, soybean meal and corn.
In the fourth quarter of 2024, we performed an impairment assessment on the assets in our Pop Secret popcorn business within our Snacks segment as sales and operating performance were below expectations due in part to competitive pressure and reduced margins, and as we pursued divesting the business.
In the fourth quarter of 2024, we performed an impairment assessment on the assets in our Pop Secret popcorn business within our Snacks segment as sales and operating performance were below expectations due in part to competitive pressure and reduced margins, and as we pursued divesting the business.
The 2024 Revolving Credit Facility Agreement facility contains customary covenants, including a financial covenant with respect to a minimum consolidated interest coverage ratio of consolidated adjusted EBITDA to consolidated interest expense of not less than 3.25:1.00 and customary events of default for credit facilities of this type. The facility supports our commercial paper program and other general corporate purposes.
The 2024 32 Revolving Credit Facility Agreement facility contains customary covenants, including a financial covenant with respect to a minimum consolidated interest coverage ratio of consolidated adjusted EBITDA to consolidated interest expense of not less than 3.25:1.00 and customary events of default for credit facilities of this type. The facility supports our commercial paper program and other general corporate purposes.
Historically, the difference between actual experience compared to estimated redemptions and performance has not been significant to the quarterly or annual financial statements. Differences between estimates and actual costs are recognized as a change in estimate in a subsequent period. However, actual expenses may differ if the level of redemption rates and 33 performance were to vary from estimates.
Historically, the difference between actual experience compared to estimated redemptions and performance has not been significant to the quarterly or annual financial statements. Differences between estimates and actual costs are recognized as a change in estimate in a subsequent period. However, actual expenses may differ if the level of redemption rates and performance were to vary from estimates.
See also Notes 1 and 12 to the Consolidated Financial Statements for further discussion on income taxes. RECENT ACCOUNTING PRONOUNCEMENTS See Note 2 to the Consolidated Financial Statements for information on recent accounting pronouncements. CAUTIONARY FACTORS THAT MAY AFFECT FUTURE RESULTS This Report contains "forward-looking" statements within the meaning of the Private Securities Litigation Reform Act of 1995.
See also Notes 1 and 12 to the Consolidated Financial Statements for further discussion on income taxes. RECENT ACCOUNTING PRONOUNCEMENTS See Note 2 to the Consolidated Financial Statements for information on recent accounting pronouncements. 37 CAUTIONARY FACTORS THAT MAY AFFECT FUTURE RESULTS This Report contains "forward-looking" statements within the meaning of the Private Securities Litigation Reform Act of 1995.
Other Expenses / (Income) Other expenses in 2024 included the following: • $129 million of impairment charges related to the Pop Secret and Allied brands trademarks; • $73 million of amortization of intangible assets, including accelerated amortization of $27 million; • $35 million of costs associated with the acquisition of Sovos Brands; and • $26 million of net periodic benefit expense, including pension and postretirement actuarial losses of $33 million.
Other expenses in 2024 included the following: • $129 million of impairment charges related to the Pop Secret and Allied brands trademarks; • $73 million of amortization of intangible assets, including accelerated amortization of $27 million; • $35 million of costs associated with the acquisition of Sovos Brands; and • $26 million of net periodic benefit expense, including pension and postretirement actuarial losses of $33 million.
We also maintain agreements with third-party administrators that allow participating suppliers to track payment obligations from us, and, at the sole discretion of the supplier, sell those payment obligations to participating financial institutions. Our obligations to our suppliers, including amounts due and scheduled payment terms, are not impacted. Supplier participation in these agreements is voluntary.
We also maintain agreements with third-party administrators that allow participating suppliers to track payment obligations from us, and, at the sole discretion of the supplier, sell those payment obligations to participating financial institutions. Our obligations to our suppliers, including amounts due and scheduled 30 payment terms, are not impacted. Supplier participation in these agreements is voluntary.
The measurement and recognition of the costs for trade and consumer promotion programs involves the use of judgment related to performance and redemption estimates. Estimates are made based on historical experience and other factors, including expected volume. Typically, programs that are offered have a very short duration.
The measurement and recognition of the costs for trade and consumer 34 promotion programs involves the use of judgment related to performance and redemption estimates. Estimates are made based on historical experience and other factors, including expected volume. Typically, programs that are offered have a very short duration.
MARKET RISK SENSITIVITY The principal market risks to which we are exposed are changes in foreign currency exchange rates, interest rates and commodity prices. In addition, we are exposed to equity price changes related to certain deferred compensation obligations. We manage our foreign currency exposures by utilizing foreign exchange forward and option contracts.
MARKET RISK SENSITIVITY The principal market risks to which we are exposed are changes in foreign currency exchange rates, interest rates and commodity prices. In addition, we are exposed to price changes related to certain deferred compensation obligations. We manage our foreign currency exposures by utilizing foreign exchange forward and option contracts.
In 2024, we recorded Restructuring charges of $21 million of severance pay and benefits related to initiatives to achieve the synergies and generated pre-tax savings of $10 million. The charges incurred in 2024 were associated with the Meals & Beverages segment.
In 2024, we recorded Restructuring charges of $21 million for severance pay and benefits related to initiatives to achieve the synergies and generated pre-tax savings of $10 million. The charges incurred in 2024 were associated with the Meals & Beverages segment.
See Note 10 to the Consolidated Financial Statements and "Critical Accounting Estimates" for further discussion of our pension and postretirement benefit obligations. Off-Balance Sheet Arrangements and Other Commitments We guarantee approximately 4,700 bank loans made to independent contractor distributors by third-party financial institutions for the purchase of distribution routes.
See Note 10 to the Consolidated Financial Statements and "Critical Accounting Estimates" for further discussion of our pension and postretirement benefit obligations. Off-Balance Sheet Arrangements and Other Commitments We guarantee approximately 4,500 bank loans made to independent contractor distributors by third-party financial institutions for the purchase of distribution routes.
Management's Discussion and Analysis of Financial Condition and Results of Operations OVERVIEW This Management’s Discussion and Analysis of Financial Condition and Results of Operations is provided as a supplement to, and should be read in conjunction with, our consolidated financial statements and the accompanying notes to the consolidated financial statements presented in "Financial Statements and Supplementary Data," as well as the information contained in "Risk Factors." Unless otherwise stated, the terms "we," "us," "our" and the "company" refer to Campbell Soup Company and its consolidated subsidiaries.
Management's Discussion and Analysis of Financial Condition and Results of Operations OVERVIEW This Management’s Discussion and Analysis of Financial Condition and Results of Operations is provided as a supplement to, and should be read in conjunction with, our consolidated financial statements and the accompanying notes to the consolidated financial statements presented in "Financial Statements and Supplementary Data," as well as the information contained in "Risk Factors." Unless otherwise stated, the terms "we," "us," "our" and the "company" refer to The Campbell's Company and its consolidated subsidiaries.
On March 12, 2024, we borrowed $2 billion under the 2024 DDTL Credit Agreement and used the proceeds in order to fund the acquisition of Sovos Brands, along with the fees and expenses incurred in connection therewith. In August 2023, we filed a registration statement with the Securities and Exchange Commission that registered an indeterminate amount of debt securities.
On March 12, 2024, we borrowed $2 billion under the 2024 DDTL Credit Agreement and used the proceeds in order to fund the acquisition of Sovos Brands, along with the fees and expenses incurred in connection therewith. In August 2023, we filed a registration statement with the SEC that registered an indeterminate amount of debt securities.
Corporate expense in 2024 included the following: • $129 million of impairment charges related to the Pop Secret and Allied brands trademarks; • $105 million of costs associated with the acquisition of Sovos Brands; • costs of $92 million related to cost savings and optimization initiatives; • $33 million of pension and postretirement actuarial losses; • $27 million of accelerated amortization expense; • $22 million of unrealized mark-to-market losses on outstanding undesignated commodity hedges; • $5 million of certain litigation expenses, including expenses related to the Plum baby food and snacks business; and • $3 million of costs associated with a cybersecurity incident.
Corporate expense in 2024 included the following: • $129 million of impairment charges related to the Pop Secret and Allied brands trademarks; • $105 million of costs associated with the acquisition of Sovos Brands; • costs of $92 million related to cost savings and optimization initiatives; • $33 million of pension and postretirement actuarial losses; • $27 million of accelerated amortization expense; • $22 million of unrealized mark-to-market losses on outstanding undesignated commodity hedges; • $5 million of certain litigation expenses, including expenses related to Plum; and • $3 million of costs associated with a cybersecurity incident.
Contributions to pension plans were not material in 2024, 2023 and 2022 and are not expected to be material in 2025. See also Note 10 to the Consolidated Financial Statements for additional information on pension and postretirement benefits.
Contributions to pension plans were not material in 2025, 2024 and 2023 and are not expected to be material in 2026. See also Note 10 to the Consolidated Financial Statements for additional information on pension and postretirement benefits.
Excluding the benefit from the acquisition, sales decreased primarily due to declines in U.S. retail products, including beverages and U.S. soup, partially offset by gains in foodservice and Canada. Sales of U.S. soup decreased 2% primarily due to decreases in ready-to-serve soups and condensed soups, partially offset by an increase in broth.
Excluding the benefit from the acquisition, sales decreased primarily due to declines in U.S. retail products, including beverages and U.S. soup, partially offset by gains in foodservice and Canada. Sales of U.S. soup decreased 2% primarily due to decreases in ready-to-serve soups and condensed soups, partially offset by an increase in broth. In 2025, Snacks sales decreased 4%.
The actual cash flows could differ materially from management’s estimates due to changes in business conditions, operating performance and economic conditions. If our assumptions change or market conditions decline, potential impairment charges could result. See also Note 6 to the Consolidated Financial Statements for additional information on goodwill and intangible assets.
The actual cash flows could differ materially from management’s estimates due to changes in business conditions, operating performance and economic conditions, including the potential impact of tariffs. If our assumptions change or market conditions decline, potential impairment charges could result. See also Note 6 to the Consolidated Financial Statements for additional information on goodwill and intangible assets.
Net earnings attributable to Campbell Soup Company were $567 million ($1.89 per share) in 2024, compared to $858 million ($2.85 per share) in 2023. After adjusting for items impacting comparability, earnings increased reflecting improved gross profit, partially offset by higher interest expense, higher marketing and selling expenses, higher other expenses and higher research and development expenses.
Net earnings attributable to The Campbell's Company were $567 million ($1.89 per share) in 2024, compared to $858 million ($2.85 per share) in 2023. After adjusting for items impacting comparability, earnings increased reflecting improved gross profit, partially offset by higher interest expense, higher marketing and selling expenses, higher other expenses and higher research and development expenses.
The increase was primarily due to higher gross profit, partially offset by higher marketing and selling expenses. Gross profit margin increased due to supply chain productivity improvements, favorable net price realization and benefits from cost savings initiatives more than offsetting higher cost inflation and other supply chain costs. Operating earnings from Snacks increased 24% in 2023 versus 2022.
Operating earnings from Snacks increased 1% in 2024 versus 2023. The increase was primarily due to higher gross profit, partially offset by higher marketing and selling expenses. Gross profit margin increased due to supply chain productivity improvements, favorable net price realization and benefits from cost savings initiatives more than offsetting higher cost inflation and other supply chain costs.
The current year included expenses of $1.19 per share and the prior year included expenses of $.15 per share from items impacting comparability as discussed below.
The current year included expenses of $.97 per share and the prior year included expenses of $1.19 per share from items impacting comparability as discussed below.
Beginning in 2025, the initiatives to achieve the synergies will be incorporated into the new cost savings initiatives described below. 2025 Cost Savings Initiatives On September 10, 2024, we announced plans to implement new cost savings initiatives beginning in 2025, including initiatives to further optimize our supply chain and manufacturing network, optimization of our information technology infrastructure and targeted cost management.
In 2025, the initiatives to achieve synergies were incorporated into the cost savings initiatives described below. 2025 Cost Savings Initiatives On September 10, 2024, we announced plans to implement cost savings initiatives beginning in 2025, including initiatives to further optimize our supply chain and manufacturing network, optimization of our information technology infrastructure and targeted cost management.
A summary of charges recorded in the Consolidated Statements of Earnings related to these initiatives is as follows: (Millions, except per share amounts) 2024 2023 2022 Recognized as of July 28, 2024 Restructuring charges $ 17 $ 16 $ 5 $ 297 Administrative expenses 54 24 20 437 Cost of products sold 26 18 5 128 Marketing and selling expenses 4 5 1 23 Research and development expenses 3 3 — 10 Total pre-tax charges $ 104 $ 66 $ 31 $ 895 Aggregate after-tax impact $ 79 $ 50 $ 24 Per share impact $ .26 $ .17 $ .08 A summary of the pre-tax costs associated with these initiatives is as follows: (Millions) Recognized as of July 28, 2024 Severance pay and benefits $ 253 Asset impairment/accelerated depreciation 134 Implementation costs and other related costs 508 Total $ 895 Of the aggregate $895 million pre-tax costs incurred to date, approximately $720 million were cash expenditures.
A summary of charges recorded in the Consolidated Statements of Earnings related to these initiatives is as follows: (Millions, except per share amounts) 2024 2023 Total Program Restructuring charges $ 17 $ 16 $ 297 Administrative expenses 54 24 437 Cost of products sold 26 18 128 Marketing and selling expenses 4 5 23 Research and development expenses 3 3 10 Total pre-tax charges $ 104 $ 66 $ 895 Aggregate after-tax impact $ 79 $ 50 Per share impact $ .26 $ .17 A summary of the pre-tax costs associated with these initiatives is as follows: (Millions) Total Program Severance pay and benefits $ 253 Asset impairment/accelerated depreciation 134 Implementation costs and other related costs 508 Total $ 895 28 Of the aggregate $895 million pre-tax costs incurred, approximately $720 million were cash expenditures.
The actuarial gains recognized in 2023 were primarily due to increases in discount rates used to determine the benefit obligation, partially offset by losses on plan assets and plan experience. The actuarial losses recognized in 2022 were primarily due to losses on plan assets, partially offset by increases in discount rates used to determine the benefit obligation.
The actuarial losses recognized in 2024 were primarily due to decreases in discount rates used to determine the benefit obligation and plan experience, partially offset by gains on plan assets. The actuarial gains recognized in 2023 were primarily due to increases in discount rates used to determine the benefit obligation, partially offset by losses on plan assets and plan experience.
We also identified additional opportunities for cost synergies as we integrate Sovos Brands. As mentioned above, we substantially completed our existing multi-year cost savings initiatives and Snyder's-Lance cost transformation program and integration. Certain initiatives from that program have been incorporated into our new cost savings initiatives.
We also identified additional opportunities for cost synergies as we integrate Sovos Brands. As mentioned above, we substantially completed our previous multi-year cost savings initiatives and Snyder's-Lance cost transformation program and integration. Certain initiatives from that program have been incorporated into our 2025 cost savings initiatives.
The September 2024 program has no expiration date, but it may be discontinued at any time. Repurchases under the September 2024 program may be made in open-market or privately negotiated transactions.
The September 2021 program has no expiration date, but it may be suspended or discontinued at any time. Repurchases under the September 2021 program may be made in open-market or privately negotiated transactions.
As a result of these factors, in the fourth quarter of 2024, we lowered our long-term outlook for the business and recognized an impairment charge of $ 76 million on the trademark. As of July 28, 2024, the carrying value of the trademark was $28 million. The sale of the business was completed on August 26, 2024.
As a result of these factors, in the fourth quarter of 2024, we lowered our long-term outlook for the business and recognized an impairment charge of $76 million on the trademark. The sale of the business was completed on August 26, 2024.
Marketing and selling expenses increased 3% in 2024 from 2023. The increase was primarily due to the impact of the acquisition (approximately 4 points), higher selling expenses (approximately 1 point) and higher other marketing expenses (approximately 1 point), partially offset by lower advertising and consumer promotion expense (approximately 3 points), primarily in Meals & Beverages.
The increase was primarily due to the impact of the acquisition (approximately 4 points); higher selling expenses (approximately 1 point) and higher other marketing expenses (approximately 1 point), partially offset by lower advertising and consumer promotion expense (approximately 3 points), primarily in Meals & Beverages.
The 40 basis-point decrease and the 50 basis-point increase in gross profit margin in 2024 and 2023, respectively, were due to the following factors: Margin Impact 2024 2023 Cost inflation, supply chain costs and other factors (1) (310) (1,040) Impact of acquisition (2) (40) — Higher costs associated with cost savings initiatives (10) (10) Productivity improvements 240 300 Net price realization 60 950 Volume/mix (3) 20 (150) (40) 50 __________________________________________ (1) 2024 includes an estimated positive margin impact of 20 basis points from the benefit of cost savings initiatives, which was more than offset by cost inflation and other factors, including a 40 basis-point negative impact from the change in unrealized mark-to-market adjustments on outstanding undesignated commodity hedges and a 10 basis-point negative impact from a cybersecurity incident. 2023 includes a 90 basis-point positive impact from the change in unrealized mark-to-market adjustments on outstanding undesignated commodity hedges and an estimated positive margin impact of 10 basis points from the benefit of cost savings initiatives, which were more than offset by cost inflation and other factors.
The 40 basis-point decreases in gross profit margin in 2025 and 2024, were due to the following factors: Margin Impact 2025 2024 Cost inflation, supply chain costs and other factors (1) (150) (310) Net price realization (40) 60 Volume/mix (2) (10) 20 Productivity improvements 150 240 Impact of acquisition (3) 10 (40) Higher costs associated with cost savings initiatives — (10) (40) (40) __________________________________________ (1) 2025 includes an estimated positive margin impact of 50 basis points from the benefit of cost savings initiatives and a 30 basis-point positive impact from the change in unrealized mark-to-market adjustments on outstanding undesignated commodity hedges, which were more than offset by cost inflation and other factors. 2024 includes an estimated positive margin impact of 20 basis points from the benefit of cost savings initiatives, which was more than offset by cost inflation and other factors, including a 40 basis-point negative impact from the change in unrealized mark-to-market adjustments on outstanding undesignated commodity hedges and a 10 basis-point negative impact from a cybersecurity incident.
In addition to principal and interest payments on our outstanding debt obligations, our contractual obligations primarily consist of purchase commitments, lease payments and pension and postretirement benefits. See Note 13 to the Consolidated Financial Statements for a summary of our principal payments for short-term borrowings and long-term debt obligations as of July 28, 2024.
In addition to principal and interest payments on our outstanding debt obligations, our contractual obligations primarily consist of purchase commitments, lease payments and pension and postretirement benefits. See Note 13 to the Consolidated Financial Statements for a summary of our principal payments for short-term borrowings and long-term debt obligations as of August 3, 2025.
Significant weighted-average assumptions as of the end of the year were as follows: 2024 2023 2022 Pension Discount rate for benefit obligations 5.28% 5.46% 4.58% Expected return on plan assets 6.40% 6.38% 6.40% Postretirement Discount rate for obligations 5.23% 5.47% 4.48% Based on benefit obligations and plan assets as of July 28, 2024, estimated sensitivities to 2025 annual net periodic pension and postretirement cost are as follows: • a 50-basis-point increase in the discount rate would result in expense of approximately $5 million and would result in an immediate actuarial gain recognition of approximately $43 million; • a 50-basis-point decline in the discount rate would result in income of approximately $5 million and would result in an immediate actuarial loss recognition of approximately $47 million; and • a 50-basis-point reduction in the estimated return on assets assumption would result in expense of approximately $6 million.
Significant weighted-average assumptions as of the end of the year were as follows: 2025 2024 2023 Pension Discount rate for benefit obligations 5.41% 5.28% 5.46% Expected return on plan assets 6.63% 6.40% 6.38% Postretirement Discount rate for obligations 5.26% 5.23% 5.47% Based on benefit obligations and plan assets as of August 3, 2025, estimated sensitivities to 2026 annual net periodic pension and postretirement cost are as follows: • a 50-basis-point increase in the discount rate would result in expense of approximately $4 million and would result in an immediate actuarial gain recognition of approximately $39 million; • a 50-basis-point decline in the discount rate would result in income of approximately $5 million and would result in an immediate actuarial loss recognition of approximately $43 million; and • a 50-basis-point reduction in the estimated return on assets assumption would result in expense of approximately $6 million.
See "Restructuring Charges, Cost Savings Initiatives and Other Optimization Initiatives" for additional information on these initiatives. • Lasting Impact : Finally, we plan to continue to deliver on the promise of our purpose through a focus on Lasting Impact with continued progress on our sustainability and community goals and strengthening our connection to the communities in which we operate.
See "Restructuring Charges, Cost Savings Initiatives and Other Optimization Initiatives" for additional information on these initiatives. • Lasting Impact : Finally, we plan to continue to deliver for our communities with continued progress on our sustainability and community goals and strengthening our connection to the communities in which we operate.
Accrued trade and consumer promotion liabilities as of July 28, 2024 and July 30, 2023 were $186 million and $156 million, respectively. Valuation of long-lived assets — Fixed assets and amortizable intangible assets are reviewed for impairment as events or changes in circumstances occur indicating that the carrying value of the asset may not be recoverable.
Accrued trade and consumer promotion liabilities as of August 3, 2025 and July 28, 2024 were $159 million and $186 million, respectively. Valuation of long-lived assets — Fixed assets and amortizable intangible assets are reviewed for impairment as events or changes in circumstances occur indicating that the carrying value of the asset may not be recoverable.
Corporate expense in 2023 included the following: • costs of $50 million related to cost savings initiatives; • $13 million loss from the sale of the Emerald nuts business; • $7 million of accelerated amortization expense; • $5 million of costs associated with the acquisition of Sovos Brands; • $21 million of unrealized mark-to-market gains on outstanding undesignated commodity hedges; and • $15 million of pension and postretirement actuarial gains.
Corporate expense in 2023 included the following: • costs of $50 million related to the cost savings initiatives; • $13 million loss from the sale of the Emerald nuts business; • $7 million of accelerated amortization expense; • $5 million of costs associated with the acquisition of Sovos Brands; • $21 million of unrealized mark-to-market gains on outstanding undesignated commodity hedges; and • $15 million of pension and postretirement actuarial gains. 27 Interest Expense Interest expense was $345 million in 2025, $249 million in 2024 and $188 million in 2023.
In 2024, the total aggregate impact related to the cost savings and optimization initiatives was $109 million ($83 million after tax, or $.28 per share).
In 2025, the total aggregate impact related to the cost savings and optimization initiatives was $125 million ($96 million after tax, or $.32 per share). In 2024, the total aggregate impact related to the cost savings and optimization initiatives was $109 million ($83 million after tax, or $.28 per share).
The estimates of future cash flows used in impairment testing are made at a point in time, involve considerable management judgment, and are based upon assumptions about expected future operating performance, assumed royalty rates, economic conditions, market conditions and cost of capital. Inherent in estimating the future cash flows are uncertainties beyond our control, such as changes in capital markets.
The estimates of future cash flows used in impairment testing involve significant management judgment, and are based upon assumptions about expected future operating performance, assumed royalty rates, economic conditions, market conditions and cost of capital. Inherent in estimating the future cash flows are uncertainties beyond our control, such as changes in capital markets.
A summary of the pre-tax costs associated with segments is as follows: 28 (Millions) 2024 Costs Incurred to Date Meals & Beverages $ 37 $ 288 Snacks 38 383 Corporate 29 224 Total $ 104 $ 895 As of July 28, 2024, we have substantially completed the multi-year cost savings initiatives and Snyder's-Lance cost transformation program and integration, and we have generated total program-to-date pre-tax savings of approximately $950 million.
A summary of the pre-tax costs associated with segments is as follows: (Millions) Total Program Meals & Beverages $ 288 Snacks 383 Corporate 224 Total $ 895 As of July 28, 2024, we substantially completed the multi-year cost savings initiatives and Snyder's-Lance cost transformation program and integration, and we generated total pre-tax savings of approximately $950 million.
As of July 28, 2024, we issued $28 million of standby letters of credit. We are in compliance with the covenants contained in our credit facilities and debt securities. CONTRACTUAL OBLIGATIONS AND OTHER COMMITMENTS Contractual Obligations We have short- and long-term material cash requirements related to our contractual obligations that arise in the normal course of business.
As of August 3, 2025, we issued $27 million of standby letters of credit. We are in compliance with the covenants contained in our credit facilities and debt securities. CONTRACTUAL OBLIGATIONS AND OTHER COMMITMENTS Contractual Obligations We have short- and long-term material cash requirements related to our contractual obligations that arise in the normal course of business.
Net Earnings attributable to Campbell Soup Company - 2024 Compared with 2023 The following items impacted the comparability of net earnings and net earnings per share: • We implemented several cost savings initiatives in recent years.
Net Earnings attributable to The Campbell's Company - 2025 Compared with 2024 The following items impacted the comparability of net earnings and net earnings per share: • We implemented several cost savings initiatives in recent years.
A hypothetical 10% fluctuation in exchange rates would impact the fair value of our outstanding foreign exchange contracts by approximately $16 million as of July 28, 2024, and $17 million as of July 30, 2023, which would generally be offset by inverse changes on the underlying hedged items.
A hypothetical 10% fluctuation in exchange rates would impact the fair value of our outstanding foreign exchange contracts by approximately $32 million as of August 3, 2025, and $16 million as of July 28, 2024, which would generally be offset by inverse changes on the underlying hedged items.
The maximum potential amount of the future payments under existing guarantees we could be required to make is $522 million as of July 28, 2024. Our guarantees are indirectly secured by the distribution routes. We do not expect that we will be required to make material guarantee payments as a result of defaults on the bank loans guaranteed.
The maximum potential amount of the future payments under existing guarantees we could be required to make is $570 million as of August 3, 2025. Our guarantees are indirectly secured by the distribution routes. We do not expect that we will be required to make material guarantee payments as a result of defaults on the bank loans guaranteed.
A hypothetical 10% fluctuation in commodity prices would impact the fair value of our outstanding commodity contracts by approximately $24 million as of July 28, 2024, and $25 million as of July 30, 2023, which would generally be offset by inverse changes on the underlying hedged items.
A hypothetical 10% fluctuation in commodity prices would impact the fair value of our outstanding commodity contracts by approximately $23 million as of August 3, 2025, and $24 million as of July 28, 2024, which would generally be offset by inverse changes on the underlying hedged items.
A hypothetical 10% fluctuation in equity price changes would impact the fair value of our outstanding swap contracts by $7 million as of July 28, 2024, and $5 million as of July 30, 2023, which would generally be offset by inverse changes on the underlying hedged items.
A hypothetical 10% fluctuation in equity price changes would impact the fair value of our outstanding swap contracts by $8 million as of August 3, 2025, and $7 million as of July 28, 2024, which would generally be offset by inverse changes on the underlying hedged items.
Gross profit margin decreased due to higher cost inflation and other supply chain costs and the dilutive impact of the acquisition, partially offset by supply chain productivity improvements, favorable net price realization and favorable volume/mix. Operating earnings from Meals & Beverages increased 2% in 2023 versus 2022.
Gross profit margin decreased due to higher cost inflation and other supply chain costs, unfavorable net price realization and the dilutive impact of the acquisition, partially offset by supply chain productivity improvements, benefits from cost savings initiatives and favorable volume/mix. Operating earnings from Meals & Beverages increased 9% in 2024 versus 2023.
See Note 8 to the Consolidated Financial Statements and "Restructuring Charges, Cost Savings Initiatives and Other Optimization Initiatives" for additional information; • In 2024, we recognized actuarial losses on our pension and postretirement plans in Other expenses / (income) of $33 million ($25 million after tax, or $.08 per share).
See Note 8 to the Consolidated Financial Statements and "Restructuring Charges, Cost Savings Initiatives and Other Optimization Initiatives" for additional information; • In 2025, we recognized actuarial losses on our pension and postretirement plans in Other expenses / (income) of $24 million ($18 million after tax, or $.06 per share).
In the fourth quarter of 2024, we recognized an impairment charge of $ 53 million on certain salty snacks and cookie trademarks within our Snacks segment, including Tom’s, Jays, Kruncher’s, O-Ke-Doke, Stella D’oro and Archway, collectively referred to as our "Allied brands." In 2024, sales and operating performance were below expectations due in part to competitive pressure and reduced margins.
If the carrying value exceeds fair value, an impairment charge will be recorded to reduce the asset to fair value. 2024 Assessments In the fourth quarter of 2024, we recognized an impairment charge of $ 53 million on certain salty snacks and cookie trademarks within our Snacks segment, including Tom’s , Jays, Kruncher’s , O-Ke-Doke , Stella D’oro and Archway , collectively referred to as our "Allied brands." In 2024, sales and operating performance were below expectations due in part to competitive pressure and reduced margins.
Gross Profit Gross profit, defined as Net sales less Cost of products sold, increased by $54 million in 2024 from 2023 and increased by $290 million in 2023 from 2022. As a percent of sales, gross profit was 30.8% in 2024, 31.2% in 2023 and 30.7% in 2022.
Gross Profit Gross profit, defined as Net sales less Cost of products sold, increased by $148 million in 2025 from 2024 and increased by $54 million in 2024 from 2023. As a percent of sales, gross profit was 30.4% in 2025, 30.8% in 2024 and 31.2% in 2023.
In the second quarter of 2024, we began implementation of a new optimization initiative to improve the effectiveness of our Snacks direct-store-delivery route-to-market network. In 2024, we recognized $5 million in Marketing and selling expenses related to this initiative.
In the second quarter of 2024, we began implementation of an optimization initiative to improve the effectiveness of our Snacks direct-store-delivery route-to-market network. In 2025, we recognized $20 million in Marketing and selling expenses and $1 million in Administrative expenses related to this initiative. In 2024, we recognized $5 million in Marketing and selling expenses related to this initiative.
A hypothetical 100-basis-point increase in average interest rates applied to our variable-rate debt balances throughout 2024 and 2023 would have increased annual interest expense in those years by approximately $7 million and $4 million, respectively. As of July 28, 2024, we had outstanding fixed-rate debt of $6.584 billion with a weighted average interest rate of 4.38%.
A hypothetical 100-basis-point increase in average interest rates applied to our variable-rate debt balances throughout 2025 and 2024 would have increased annual interest expense in those years by approximately $3 million and $7 million, respectively. As of August 3, 2025, we had outstanding fixed-rate debt of $6.583 billion with a weighted average interest rate of 4.57%.
We enter into swap contracts which hedge a portion of exposures relating to the total return of certain deferred compensation obligations. The notional amount of the contracts was $71 million as of July 28, 2024, and $42 million as of July 30, 2023.
We enter into swap contracts which hedge a portion of exposures relating to the total return of certain deferred compensation obligations. The notional amount of the contracts was $76 million as of August 3, 2025, and $71 million as of July 28, 2024.
In June 2021, the Board authorized an anti-dilutive share repurchase program of up to $250 million (June 2021 program) to offset the impact of dilution from shares issued under our stock compensation programs. The June 2021 program has no expiration date, but it may be suspended or discontinued at any time.
In September 2024, the Board authorized a new anti-dilutive share repurchase program of up to $250 million (September 2024 program) to offset the impact of dilution from shares issued under our stock compensation programs. The September 2024 program has no expiration date, but it may be discontinued at any time.
In the fourth quarter of 2024, based on recent performance and reevaluation of the position of the Allied brands within our portfolio, we lowered our near-term and long-term outlook for future sales and operating performance.
In the fourth quarter of 2024, based on recent performance and the reevaluation of the position of the Allied brands within our portfolio, we lowered our near-term and long-term outlook for future sales and operating performance, reducing the carrying value of the trademarks to $43 million.
Within any given fiscal period, significant differences may arise between the actual return and the expected return on plan assets. Gains and losses resulting from differences between actual experience and the assumptions are determined at each measurement date. As of July 28, 2024, we have a pension liability of $103 million and a postretirement benefit obligation of $145 million.
Within any given fiscal period, significant differences may arise between the actual return and the expected return on plan assets. Gains and losses resulting from differences between actual experience and the assumptions are determined at each measurement date. 36 As of August 3, 2025, we have a pension liability of $98 million and a postretirement benefit obligation of $127 million.
As a result of these factors, in the fourth quarter of 2024, we lowered our long-term outlook for the business and recognized an impairment charge of $76 million in Other expenses / (income) on the trademark.
As a result of these factors, in the fourth quarter of 2024, we lowered our long-term outlook for the business and recognized an impairment charge of $ 76 million on the trademark, reducing the carrying value of the trademark to $28 million.
As of July 28, 2024, and July 30, 2023, a hypothetical 100-basis-point increase in interest rates would decrease the fair value of our fixed-rate debt by approximately $312 million and $221 million, respectively, while a hypothetical 100-basis-point decrease in interest rates would increase the fair value of our fixed-rate debt by approximately $348 million and $256 million, respectively.
As of August 3, 2025, and July 28, 2024, a hypothetical 100-basis-point increase in interest rates would decrease the fair value of our fixed-rate debt by approximately $367 million and $312 million, respectively, while a hypothetical 100-basis-point decrease in interest rates would increase the fair value of our fixed-rate debt by approximately $417 million and $348 million, respectively.
Certain phases that have not been fully implemented will be incorporated into the new cost savings initiatives described below. Sovos Brands Integration Initiatives On March 12, 2024, we completed the acquisition of Sovos Brands. See Note 3 for additional information. We have identified opportunities for cost synergies as we integrate Sovos Brands.
Certain phases that had not been fully implemented were incorporated into the 2025 cost savings initiatives described below. Sovos Brands Integration Initiatives On March 12, 2024, we completed the acquisition of Sovos Brands. See Note 3 to the Consolidated Financial Statements for additional information. We identified opportunities for cost synergies as we integrate Sovos Brands.
Net periodic pension and postretirement benefit expense (income) and actuarial losses (gains) included within net periodic pension and benefit expense (income) were as follows: (Millions) 2024 2023 2022 Total net periodic pension and postretirement benefit expense (income) $ 39 $ (22) $ (7) Actuarial losses (gains) $ 33 $ (15) $ 44 35 The actuarial losses recognized in 2024 were primarily due to decreases in discount rates used to determine the benefit obligation and plan experience, partially offset by gains on plan assets.
Net periodic pension and postretirement benefit expense (income) and actuarial losses (gains) included within net periodic pension and benefit expense (income) were as follows: (Millions) 2025 2024 2023 Total net periodic pension and postretirement benefit expense (income) $ 24 $ 39 $ (22) Actuarial losses (gains) $ 24 $ 33 $ (15) The actuarial losses recognized in 2025 were primarily due to gains on plan assets that were less than the expected return, partially offset by increases in the discount rates used to determine the benefit obligation and plan experience.
Approximately $1.303 billion of these purchase commitments will be settled in the ordinary course of business in the next 12 months and the balance of $576 million from 2026 through 2031. See Note 11 to the Consolidated Financial Statements for a summary of our lease obligations as of July 28, 2024.
Approximately $1.403 billion of these purchase commitments will be settled in the ordinary course of business in the next 12 months and the balance of $563 million from 2027 through 2031. See Note 11 to the Consolidated Financial Statements for a summary of our lease obligations as of August 3, 2025.
Net Earnings attributable to Campbell Soup Company - 2023 Compared with 2022 In addition to the 2023 items that impacted comparability of Net earnings discussed above, the following items impacted the comparability of net earnings and net earnings per share: • In 2022, we recorded Restructuring charges of $5 million and implementation and other related costs of $20 million in Administrative expenses, $5 million in Cost of products sold and $1 million in Marketing and selling expenses (aggregate impact of $24 million after tax, or $.08 per share) related to the cost savings initiatives discussed above.
Net Earnings attributable to The Campbell's Company - 2024 Compared with 2023 In addition to the 2024 items that impacted comparability of Net earnings discussed above, the following items impacted the comparability of net earnings and net earnings per share: • In 2023, we recorded Restructuring charges of $16 million and implementation costs and other related costs of $24 million in Administrative expenses, $18 million in Cost of products sold, $5 million in Marketing and selling expenses and $3 million in Research and development expenses (aggregate impact of $50 million after tax, or $.17 per share) related to the cost savings initiatives discussed above.
Purchase commitments represent purchase orders and long-term purchase arrangements related to the procurement of ingredients, supplies, machinery, equipment, contract manufacturing and services. As of July 28, 2024, purchase commitments totaled approximately $1.879 billion.
Purchase commitments represent purchase orders and long-term purchase arrangements related to the procurement of ingredients, supplies, machinery, equipment, contract manufacturing and services. As of August 3, 2025, purchase commitments totaled approximately $1.966 billion.
Interest payments primarily for short-term borrowings and long-term debt as of July 28, 2024 are approximately as follows: $319 million in 2025; $476 million in 2026 through 2027; $348 million in 2028 through 2029; and $1.336 billion from 2030 through maturity. Interest payments are based on principal amounts and coupons or contractual rates at fiscal year end.
Interest payments primarily for short-term borrowings and long-term debt as of August 3, 2025 are approximately as follows: $304 million in 2026; $529 million in 2027 through 2028; $388 million in 2029 through 2030; and $1.846 billion from 2031 through maturity. Interest payments are based on principal amounts and coupons or contractual rates at fiscal year end.
We expect to continue to access the commercial paper markets, bank credit lines and utilize cash flows from operations to support our short-term liquidity requirements. 31 As of July 28, 2024, we had $1.423 billion of short-term borrowings due within one year, of which $250 million was comprised of commercial paper borrowings.
We expect to continue to access the commercial paper markets, bank credit lines and utilize cash flows from operations to support our short-term liquidity requirements. As of August 3, 2025, we had $762 million of short-term borrowings due within one year, of which $332 million was comprised of commercial paper borrowings.
In 2023, we recognized actuarial gains in Other expenses / (income) of $15 million ($11 million after tax, or $.04 per share); • In 2024, we recognized losses in Cost of products sold of $22 million ($16 million after tax, or $.05 per share) associated with unrealized mark-to-market adjustments on outstanding undesignated commodity hedges.
In 2024, we recognized actuarial losses in Other expenses / (income) of $33 million ($25 million after tax, or $.08 per share); • In 2025, we recognized gains in Cost of products sold of $11 million ($8 million after tax, or $.03 per share) associated with unrealized mark-to-market adjustments on outstanding undesignated commodity hedges.
The declaration of dividends is subject to the discretion of our Board and depends on various factors, including our net earnings, financial condition, cash requirements, future prospects and other factors that our Board deems relevant to its analysis and decision making.
The declaration of dividends is subject to the discretion of our Board and depends on various factors, including our net earnings, financial condition, cash requirements, future prospects and other factors that our Board deems relevant to its analysis and decision making. In September 2021, the Board approved a strategic share repurchase program of up to $500 million (September 2021 program).
An analysis of operating earnings by segment follows: % Change (Millions) 2024 2023 2022 2024/2023 2023/2022 Meals & Beverages $ 974 $ 894 $ 874 9 2 Snacks 648 640 517 1 24 1,622 1,534 1,391 6 10 Corporate income (expense) (584) (206) (223) Restructuring charges (1) (38) (16) (5) Earnings before interest and taxes $ 1,000 $ 1,312 $ 1,163 __________________________________________ (1) See Note 8 to the Consolidated Financial Statements for additional information on restructuring charges.
An analysis of operating earnings by segment follows: % Change (Millions) 2025 2024 2023 2025/2024 2024/2023 Meals & Beverages $ 1,076 $ 974 $ 894 10 9 Snacks 560 648 640 (14) 1 1,636 1,622 1,534 1 6 Corporate income (expense) (488) (584) (206) Restructuring charges (1) (24) (38) (16) Earnings before interest and taxes $ 1,124 $ 1,000 $ 1,312 __________________________________________ (1) See Note 8 to the Consolidated Financial Statements for additional information on restructuring charges. 26 Operating earnings from Meals & Beverages increased 10% in 2025 versus 2024.
Business Acquisition & Divestiture On March 12, 2024, we completed the acquisition of Sovos Brands for total purchase consideration of $2.899 billion. For additional information on the Sovos Brands acquisition, see Note 3 to the Consolidated Financial Statements. All references to the acquisition below refer to the Sovos Brands acquisition.
(Sovos Brands) for total purchase consideration of $2.899 billion. For additional information on the Sovos Brands acquisition, see Note 3 to the Consolidated Financial Statements. All references to the acquisition below refer to the Sovos Brands acquisition. On May 30, 2023, we completed the sale of our Emerald nuts business.
Amounts outstanding under these programs, which are included in Accounts payable on the Consolidated Balance Sheets, were $243 million at July 28, 2024, and $258 million at July 30, 2023. Capital expenditures were $517 million in 2024, $370 million in 2023 and $242 million in 2022. Capital expenditures are expected to total approximately $530 million in 2025.
Amounts outstanding under these programs, which are included in Accounts payable on the Consolidated Balance Sheets, were $240 million at August 3, 2025, and $243 million at July 28, 2024. Investing Activities Capital expenditures were $426 million in 2025, $517 million in 2024 and $370 million in 2023. Capital expenditures are expected to total approximately $420 million in 2026.
Fair value is determined using a relief from royalty valuation method based on discounted cash flow analyses that include significant management assumptions such as revenue growth rates, weighted average costs of capital and assumed royalty rates. If the carrying value exceeds fair value, an impairment charge will be recorded to reduce the asset to fair value.
Fair value is determined using a relief from royalty valuation method based on discounted cash flow analyses that include significant management assumptions such as revenue growth rates, weighted average costs of capital and assumed royalty rates.
DISCUSSION AND ANALYSIS Sales An analysis of net sales by reportable segment follows: % Change (Millions) 2024 2023 2022 2024/2023 2023/2022 Meals & Beverages $ 5,258 $ 4,907 $ 4,607 7 7 Snacks 4,378 4,450 3,955 (2) 13 $ 9,636 $ 9,357 $ 8,562 3 9 An analysis of percent change of net sales by reportable segment follows: 2024 versus 2023 Meals & Beverages Snacks Total Volume/mix (2)% (2)% (2)% Net price realization (1) — 1 1 Acquisition 9 — 5 Divestiture — (1) (1) 7% (2)% 3% 2023 versus 2022 Meals & Beverages (2) Snacks Total Volume/mix (5)% (2)% (4)% Net price realization (1) 12 15 13 Currency (1) — — Divestiture — — — 7% 13% 9% __________________________________________ (1) Includes revenue reductions from trade promotion and consumer coupon redemption programs.
DISCUSSION AND ANALYSIS Sales An analysis of net sales by reportable segment follows: % Change (Millions) 2025 2024 2023 2025/2024 2024/2023 Meals & Beverages $ 6,050 $ 5,258 $ 4,907 15 7 Snacks 4,203 4,378 4,450 (4) (2) $ 10,253 $ 9,636 $ 9,357 6 3 An analysis of percent change of net sales by reportable segment follows: 2025 versus 2024 Meals & Beverages (2) Snacks Total Volume/mix 1% (3)% (1)% Net price realization (1) (1) — (1) Acquisition 15 — 8 Divestitures (1) (3) (2) Estimated impact of 53 rd week 2 2 2 15% (4)% 6% 2024 versus 2023 Meals & Beverages Snacks Total Volume/mix (2)% (2)% (2)% Net price realization (1) — 1 1 Acquisition 9 — 5 Divestiture — (1) (1) 7% (2)% 3% 24 __________________________________________ (1) Includes revenue reductions from trade promotion and consumer coupon redemption programs.
As of July 30, 2023, we had outstanding fixed-rate debt of $4.041 billion with a weighted average interest rate of 3.79%. The fair value of fixed-rate debt was $6.216 billion as of July 28, 2024 and $3.615 billion as of July 30, 2023.
As of July 28, 2024, we had outstanding fixed-rate debt of $6.584 billion with a weighted average interest rate of 4.38%. The fair value of fixed-rate debt was $6.213 billion as of August 3, 2025 and $6.216 billion as of July 28, 2024.
See "Critical Accounting Estimates" for additional information; • In 2024, we recorded pre- and after-tax litigation expenses in Administrative expenses of $5 million ($.02 per share) related to the Plum baby food and snacks business (Plum), which was divested on May 3, 2021, and certain other litigation matters; • In 2024, we recorded costs of $2 million in Cost of products sold and $1 million in Administrative expenses (aggregate impact of $2 million after tax, or $.01 per share) related to a cybersecurity incident that was identified in the fourth quarter of 2023; and • In 2023, we recorded a pre- and after-tax loss in Other expenses / (income) of $13 million ($.04 per share) on the sale of our Emerald nuts business, which was sold on May 30, 2023.
See "Critical Accounting Estimates" for additional information; • In 2025 and 2024, we recorded litigation expenses in Administrative expenses of $5 million ($5 million after tax, or $.02 per share) related to the Plum baby food and snacks business (Plum), which was divested on May 3, 2021, and certain other litigation matters; • In 2025, we recorded insurance recoveries in Administrative expenses of $1 million ($1 million after tax) related to a cybersecurity incident that was identified in the fourth quarter of 2023.
We also recorded costs of $2 million in Interest expense related to costs associated with the Delayed Draw Term Loan Credit Agreement (the 2024 DDTL Credit Agreement) used to fund the acquisition. The aggregate impact was $128 million, $109 million after tax, or $.36 per share.
We also recorded costs of $2 million in Interest expense related to costs associated with the Delayed Draw Term Loan Credit Agreement (the 2024 DDTL Credit Agreement) used to fund the acquisition.
The items impacting comparability are summarized below: 2024 2023 (Millions, except per share amounts) Earnings Impact EPS Impact Earnings Impact EPS Impact Net earnings attributable to Campbell Soup Company $ 567 $ 1.89 $ 858 $ 2.85 Costs associated with cost savings and optimization initiatives $ (83) $ (.28) $ (50) $ (.17) Pension and postretirement actuarial gains (losses) (25) (.08) 11 .04 Commodity mark-to-market gains (losses) (16) (.05) 16 .05 Costs associated with acquisition (109) (.36) (4) (.01) Accelerated amortization (20) (.07) (5) (.02) Impairment charges (98) (.33) — — Certain litigation expenses (5) (.02) — — Cybersecurity incident costs (2) (.01) — — Charges associated with divestiture — — (13) (.04) Impact of items on Net earnings (1) $ (358) $ (1.19) $ (45) $ (.15) __________________________________________ (1) Sum of the individual amounts may not add due to rounding.
The aggregate impact was $128 million, $109 million after tax, or $.36 per share. 22 The items impacting comparability are summarized below: 2025 2024 (Millions, except per share amounts) Earnings Impact EPS Impact Earnings Impact EPS Impact Net earnings attributable to The Campbell's Company $ 602 $ 2.01 $ 567 $ 1.89 Costs associated with cost savings and optimization initiatives $ (96) $ (.32) $ (83) $ (.28) Pension and postretirement actuarial losses (18) (.06) (25) (.08) Commodity mark-to-market gains (losses) 8 .03 (16) (.05) Accelerated amortization (15) (.05) (20) (.07) Impairment charges (131) (.44) (98) (.33) Certain litigation expenses (5) (.02) (5) (.02) Cybersecurity incident recoveries (costs) 1 — (2) (.01) Charges associated with divestitures (34) (.11) — — Costs associated with acquisition — — (109) (.36) Impact of items on Net earnings (1) $ (290) $ (.97) $ (358) $ (1.19) __________________________________________ (1) Sum of the individual amounts may not add due to rounding.
Loans under the 2024 Revolving Credit Facility Agreement will bear interest at the rates specified in the 2024 Revolving Credit Facility Agreement, which vary based on the type of loan and certain other conditions.
We may increase the 2024 Revolving Credit Facility Agreement commitments up to an additional $500 million, subject to the satisfaction of certain conditions. Loans under the 2024 Revolving Credit Facility Agreement will bear interest at the rates specified in the 2024 Revolving Credit Facility Agreement, which vary based on the type of loan and certain other conditions.
The fair value of these contracts was a gain of $3 million as of July 28, 2024, and a gain of $4 million as of July 30, 2023.
The fair value of the contracts was a gain of $1 million as of August 3, 2025, and a gain of $3 million as of July 28, 2024.
The decrease was primarily due to higher cost inflation and other supply chain costs, the impact of the acquisition and mark-to-market adjustments on outstanding undesignated commodity hedges, partially offset by the benefits from supply chain productivity improvements and favorable net price realization. • Earnings per share were $1.89 in 2024, compared to $2.85 a year ago.
The decrease was primarily due to higher cost inflation and other supply chain costs and unfavorable net price realization, partially offset by the benefits from supply chain productivity improvements. • Earnings per share were $2.01 in 2025, compared to $1.89 a year ago.
Excluding the impact from the divestiture of the Emerald nuts business, sales decreased as declines in third-party partner brands and contract manufacturing, fresh bakery and Pop Secret popcorn were partially offset by sales of our power brands, which increased 2%. Sales of power brands were driven by increases in Goldfish crackers and Lance sandwich crackers.
In 2024, Snacks sales decreased 2%. Excluding the impact from the divestiture of the Emerald nuts business, sales decreased as declines in third-party partner brands and contract manufacturing, fresh bakery and Pop Secret popcorn were partially offset by increases in Goldfish crackers, Lance sandwich crackers and Cape Cod potato chips. Volume/mix declines were partially offset by favorable net price realization.
As of July 28, 2024, the total notional amount of the contracts was $248 million, and the aggregate fair value of these contracts was a loss of $10 million. As of July 30, 2023, the total notional amount of these contracts was $241 million, and the aggregate fair value of these contracts was a gain of $11 million.
As of August 3, 2025, the total notional amount of the contracts was $233 million, and the aggregate fair value of the contracts was a gain of $1 million. As of July 28, 2024, the total notional amount of the contracts was $248 million, and the aggregate fair value of the contracts was a loss of $10 million.
Holding all other assumptions in our 2024 impairment testing constant, changes in the assumptions below would reduce fair value of trademarks and result in impairment charges of approximately: (Millions) Snyder's of Hanover Pace Pacific Foods Various other Snacks 1% increase in the weighted-average cost of capital $ 45 $ 10 $ 40 $ 15 1% reduction in revenue growth $ — $ — $ 15 $ 10 1% decrease in royalty rate $ 5 $ 5 $ 45 $ 45 While the 1% changes in assumptions would not result in impairment charges on our other trademarks, some changes would reduce the excess coverage of fair value over carrying value to less than 10% for the Cape Cod trademark.
Holding all other assumptions in our 2025 impairment testing constant, changes in the assumptions below would reduce fair value of trademarks and result in impairment charges of approximately: (Millions) Rao's Snyder's of Hanover Pace Pacific Foods Late July Allied brands 1% increase in the weighted-average cost of capital $ 95 $ 65 $ 20 $ 25 $ 5 $ 5 1% reduction in revenue growth $ — $ 25 $ 5 $ — $ 5 $ 5 1% decrease in royalty rate $ 15 $ 45 $ 10 $ 30 $ 25 $ 10 While the 1% changes in assumptions would not result in impairment charges on our other trademarks, some changes would result in a fair value exceeding carrying value by less than 15% for the Lance , Kettle Brand and Cape Cod trademarks.
As of July 28, 2024, we also have a pension asset of $143 million based on the funded status of certain plans.
As of August 3, 2025, we also have a pension asset of $128 million based on the funded status of certain plans.

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