What changed in this filing

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Item 1. Financial Statements

2023-03-08 compared with 2022-12-07 · 206 added, 143 removed, 567 unchanged (38% of the section changed)

3 unchanged sentences

(millions, except per share amounts)

Three Months Ended

October 30, 2022 October 31, 2021

Three Months Ended Six Months Ended

January 29, 2023 January 30, 2022 January 29, 2023 January 30, 2022

Net sales $ 2,485 $ 2,209 $ 5,060 $ 4,445

25 unchanged sentences

Three Months Ended

October 30, 2022 October 31, 2021

January 29, 2023 January 30, 2022

Pre-tax amount Tax benefit (expense) After-tax amount Pre-tax amount Tax benefit (expense) After-tax amount

6 unchanged sentences

Reclassification adjustment for losses (gains) included in net earnings ( 2 ) — ( 2 ) — — —

Pension and other postretirement benefits:

Reclassification of prior service credit included in net earnings — — — ( 1 ) — ( 1 )

Other comprehensive income (loss) $ ( 1 ) $ 1 — $ — $ ( 1 ) ( 1 )

2 unchanged sentences

Total comprehensive income (loss) attributable to Campbell Soup Company $ 232 $ 211

Six Months Ended

January 29, 2023 January 30, 2022

Pre-tax amount Tax benefit (expense) After-tax amount Pre-tax amount Tax benefit (expense) After-tax amount

Net earnings (loss) $ 529 $ 473

Other comprehensive income (loss):

Foreign currency translation:

Foreign currency translation adjustments $ ( 5 ) $ — ( 5 ) $ ( 4 ) $ — ( 4 )

Cash-flow hedges:

Unrealized gains (losses) arising during period 5 ( 1 ) 4 8 ( 2 ) 6

Reclassification adjustment for losses (gains) included in net earnings ( 6 ) 1 ( 5 ) — — —

Pension and other postretirement benefits:

Reclassification of prior service credit included in net earnings — — — ( 1 ) — ( 1 )

Other comprehensive income (loss) $ ( 6 ) $ — ( 6 ) $ 3 $ ( 2 ) 1

Total comprehensive income (loss) $ 523 $ 474

Total comprehensive income (loss) attributable to noncontrolling interests — —

Total comprehensive income (loss) attributable to Campbell Soup Company $ 523 $ 474

See accompanying Notes to Consolidated Financial Statements.

2 unchanged sentences

(millions, except per share amounts)

October 30, 2022 July 31, 2022

January 29, 2023 July 31, 2022

Current assets

38 unchanged sentences

Consolidated Statements of Cash Flows

Three Months Ended

October 30, 2022 October 31, 2021

Six Months Ended

January 29, 2023 January 30, 2022

Cash flows from operating activities:

1 unchanged sentence

Adjustments to reconcile net earnings to operating cash flow

Restructuring charges 9 —

Stock-based compensation 31 31

21 unchanged sentences

Payments related to tax withholding for stock-based compensation ( 18 ) ( 18 )

Other — ( 1 )

Net cash used in financing activities ( 525 ) ( 352 )

14 unchanged sentences

Shares Amount Shares Amount

Balance at October 31, 2021

323 $ 12 ( 21 ) $ ( 1,038 ) $ 372 $ 3,882 $ 7 $ 2 $ 3,237

Net earnings (loss) 212 — 212

Other comprehensive income (loss) ( 1 ) — ( 1 )

Dividends ($ .37 per share)

( 111 ) ( 111 )

Treasury stock purchased — ( 2 ) ( 2 )

Treasury stock issued under management incentive and stock option plans — 1 16 — 17

Balance at January 30, 2022

323 $ 12 ( 21 ) $ ( 1,039 ) $ 388 $ 3,983 $ 6 $ 2 $ 3,352

Balance at August 1, 2021

6 unchanged sentences

Treasury stock issued under management incentive and stock option plans 1 47 ( 26 ) ( 8 ) 13

Balance at January 30, 2022 323 $ 12 ( 21 ) $ ( 1,039 ) $ 388 $ 3,983 $ 6 $ 2 $ 3,352

Balance at October 30, 2022

323 $ 12 ( 24 ) $ ( 1,140 ) $ 375 $ 4,224 $ ( 4 ) $ 2 $ 3,469

Net earnings (loss) 232 — 232

Other comprehensive income (loss) — — —

Dividends ($ .37 per share)

( 112 ) ( 112 )

Treasury stock purchased — ( 25 ) ( 25 )

Treasury stock issued under management incentive and stock option plans — 21 16 — 37

Balance at January 29, 2023

323 $ 12 ( 24 ) $ ( 1,144 ) $ 391 $ 4,344 $ ( 4 ) $ 2 $ 3,601

Balance at July 31, 2022

6 unchanged sentences

Treasury stock issued under management incentive and stock option plans 1 60 ( 24 ) — 36

Balance at October 30, 2022

Balance at January 29, 2023

323 $ 12 ( 24 ) $ ( 1,144 ) $ 391 $ 4,344 $ ( 4 ) $ 2 $ 3,601

24 unchanged sentences

Net current-period other comprehensive income (loss) ( 4 ) 6 ( 1 ) 1

Balance at October 31, 2021

Balance at January 30, 2022

$ 2 $ 2 $ 2 $ 6

5 unchanged sentences

Net current-period other comprehensive income (loss) ( 5 ) ( 1 ) — ( 6 )

Balance at October 30, 2022

Balance at January 29, 2023

$ ( 5 ) $ ( 1 ) $ 2 $ ( 4 )

_____________________________________

(1) Included no tax as of October 30, 2022, July 31, 2022, October 31, 2021 and August 1, 2021.

(2) Included tax expense of $ 1 million as of October 30, 2022, no tax as of July 31, 2022 and October 31, 2021, and a tax benefit of $ 1 million as of August 1, 2021.

(3) Included tax expense of $ 1 million as of October 30, 2022, July 31, 2022, October 31, 2021, and August 1, 2021.

(1) Included no tax as of January 29, 2023, July 31, 2022, January 30, 2022 and August 1, 2021.

(2) Included no tax as of January 29, 2023 and July 31, 2022, tax expense of $ 1 million as of January 30, 2022, and a tax benefit of $ 1 million as of August 1, 2021.

(3) Included tax expense of $ 1 million as of January 29, 2023, July 31, 2022, January 30, 2022, and August 1, 2021.

Amounts related to noncontrolling interests were not material.

The amounts reclassified from Accumulated other comprehensive income (loss) consisted of the following:

Three Months Ended

(Millions) October 30, 2022 October 31, 2021 Location of Loss (Gain) Recognized in Earnings

Three Months Ended Six Months Ended

(Millions) January 29, 2023 January 30, 2022 January 29, 2023 January 30, 2022 Location of Loss (Gain) Recognized in Earnings

Losses (gains) on cash-flow hedges:

1 unchanged sentence

Foreign exchange forward contracts ( 3 ) 1 ( 4 ) 2 Cost of products sold

Forward starting interest rate swaps 1 1 1 1 Interest expense

Total before tax ( 2 ) — ( 6 ) —

1 unchanged sentence

Loss (gain), net of tax $ ( 2 ) $ — $ ( 5 ) $ —

Pension and postretirement benefit adjustments:

Prior service credit $ — $ ( 1 ) $ — $ ( 1 ) Other expenses / (income)

Tax expense (benefit) — — — —

Loss (gain), net of tax $ — $ ( 1 ) $ — $ ( 1 )

Goodwill and Intangible Assets

3 unchanged sentences

Foreign currency translation adjustment ( 4 ) — ( 4 )

Net balance at October 30, 2022

Net balance at January 29, 2023

$ 989 $ 2,986 $ 3,975

1 unchanged sentence

The following table summarizes balance sheet information for intangible assets, excluding goodwill:

October 30, 2022 July 31, 2022

January 29, 2023 July 31, 2022

(Millions) Cost Accumulated Amortization Net Cost Accumulated Amortization Net

12 unchanged sentences

(Snyder's-Lance).

Amortization of intangible assets was $ 11 million for both the three-month periods ended October 30, 2022 and October 31, 2021.

As of October 30, 2022, amortizable intangible assets had a weighted-average remaining useful life of 16 years.

Amortization of intangible assets was $ 21 million for both the six-month periods ended January 29, 2023 and January 30, 2022.

As of January 29, 2023, amortizable intangible assets had a weighted-average remaining useful life of 16 years.

Amortization expense for the next 5 years is estimated to be approximately $ 41 million per year.

1 unchanged sentence

The estimates of future cash flows used in determining the fair value of goodwill and intangible assets involve significant management judgment and are based upon assumptions about expected future operating performance, 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.

Inherent in estimating the future cash flows are uncertainties beyond our control, such as changes in capital markets.

The actual cash flows could differ materially from management’s estimates due to changes in business conditions, operating performance and economic conditions.

21 unchanged sentences

Asset information by segment is not discretely maintained for internal reporting or used in evaluating performance.

Three Months Ended

(Millions) October 30, 2022 October 31, 2021

Three Months Ended Six Months Ended

(Millions) January 29, 2023 January 30, 2022 January 29, 2023 January 30, 2022

Meals & Beverages $ 1,408 $ 1,275 $ 2,863 $ 2,541

1 unchanged sentence

Total $ 2,485 $ 2,209 $ 5,060 $ 4,445

Three Months Ended

(Millions) October 30, 2022 October 31, 2021

Three Months Ended Six Months Ended

(Millions) January 29, 2023 January 30, 2022 January 29, 2023 January 30, 2022

Earnings before interest and taxes

4 unchanged sentences

Restructuring charges (2)

( 9 ) — ( 9 ) —

Total $ 350 $ 323 $ 786 $ 699

1 unchanged sentence

(1) Represents unallocated items.

There were pension actuarial losses of $ 15 million and $ 6 million in the three-month periods ended October 30, 2022, and October 31, 2021, respectively.

Costs related to the cost savings initiatives were $ 3 million and $ 4 million in the three-month periods ended October 30, 2022, and October 31, 2021, respectively.

Unrealized mark-to-market adjustments on outstanding undesignated commodity hedges were gains of $ 5 million and losses of $ 3 million in the three-month periods ended October 30, 2022, and October 31, 2021, respectively.

There were pension actuarial gains of $ 6 million and losses of $ 9 million in the three- and six-month periods ended January 29, 2023, and pension actuarial gains of $ 10 million and $ 4 million in the three- and six-month periods ended January 30, 2022, respectively.

Costs related to the cost savings initiatives were $ 5 million and $ 8 million in the three- and six-month periods ended January 29, 2023, and $ 5 million and $ 9 million in the three- and six-month periods ended January 30, 2022, respectively.

Unrealized mark-to-market adjustments on outstanding undesignated

commodity hedges were losses of $ 4 million in the three-month period ended January 29, 2023, and losses of $ 3 million in the six-month period ended January 30, 2022.

(2) See Note 6 for additional information.

Our net sales based on product categories are as follows:

Three Months Ended

(Millions) October 30, 2022 October 31, 2021

Three Months Ended Six Months Ended

(Millions) January 29, 2023 January 30, 2022 January 29, 2023 January 30, 2022

Soup $ 852 $ 784 $ 1,745 $ 1,581

16 unchanged sentences

In 2022, we expanded these initiatives as we continue to pursue cost savings by further optimizing our supply chain and manufacturing network and through effective cost management.

In the second quarter of 2023, we announced plans to consolidate our Snacks offices in Charlotte, North Carolina, and Norwalk, Connecticut, into our headquarters in Camden, New Jersey.

Cost estimates for these expanded initiatives, as well as timing for certain activities, are continuing to be developed.

A summary of the pre-tax charges recognized in the Consolidated Statements of Earnings related to these initiatives is as follows:

Three Months Ended

(Millions) October 30, 2022 October 31, 2021 Recognized as of October 30, 2022

Three Months Ended Six Months Ended

(Millions) January 29, 2023 January 30, 2022 January 29, 2023 January 30, 2022 Recognized as of January 29, 2023

Restructuring charges $ 9 $ — $ 9 $ — $ 273

5 unchanged sentences

A summary of the pre-tax costs associated with the initiatives is as follows:

(Millions) Recognized as of October 30, 2022

(Millions) Recognized as of January 29, 2023

Severance pay and benefits

4 unchanged sentences

We expect the costs for actions that have been identified to date to consist of the following:

approximately $ 230 million in severance pay and benefits;

approximately $ 245 million to $ 250 million in severance pay and benefits;

approximately $ 130 million in asset impairment and accelerated depreciation;

and approximately

$ 420 million to $ 425 million in implementation costs and other related costs.

and approximately $ 485 million to $ 500 million in implementation costs and other related costs.

We expect these pre-tax costs to be associated with our segments as follows:

3 unchanged sentences

Of the aggregate $ 860 million to $ 880 million of pre-tax costs identified to date, we expect approximately $ 690 million to $ 710 million will be cash expenditures.

In addition, we expect to invest approximately $ 450 million in capital expenditures, of which we invested $ 440 million as of October 30, 2022.

We expect to invest in substantially all of the capital expenditures through 2023.

The capital expenditures primarily relate to a U.S.

warehouse optimization project, improvement of quality, safety and cost structure across the Snyder’s-Lance manufacturing network, implementation of our existing SAP enterprise-resource planning system for Snyder's-Lance, transition of production within our Meals & Beverages manufacturing network, optimization of information technology infrastructure and applications and optimization of the Snyder’s-Lance warehouse and distribution network.

A summary of the restructuring activity and related reserves at October 30, 2022, is as follows:

In addition, we expect to invest approximately $ 600 million in capital expenditures through 2025, of which we invested $ 441 million as of January 29, 2023.

The capital expenditures primarily relate to optimization of production within our Meals & Beverages manufacturing network, a U.S.

warehouse optimization project, improvement of quality, safety and cost structure across the Snyder’s-Lance manufacturing network, implementation of our existing SAP enterprise-resource planning system for Snyder's-Lance, enhancements to our headquarters in Camden, New Jersey, optimization of information technology infrastructure and applications and optimization of the Snyder’s-Lance warehouse and distribution network.

A summary of the restructuring activity and related reserves at January 29, 2023, is as follows:

(Millions) Severance Pay and Benefits Implementation Costs and Other Related

2 unchanged sentences

2023 cash payments

Accrued balance at October 30, 2022

Accrued balance at January 29, 2023 (1)

__________________________________

(1) Includes $ 5 million of severance pay and benefits recorded in Other liabilities in the Consolidated Balance Sheet.

(2) Includes other costs recognized as incurred that are not reflected in the restructuring reserve in the Consolidated Balance Sheet.

2 unchanged sentences

A summary of the pre-tax costs associated with segments is as follows:

October 30, 2022

(Millions) Three Months Ended Costs Incurred to Date

January 29, 2023

(Millions) Three Months Ended Six Months Ended Costs Incurred to Date

Meals & Beverages $ — $ — $ 225

Snacks 10 10 331

Corporate 4 7 186

2 unchanged sentences

For the periods presented in the Consolidated Statements of Earnings, the calculations of basic EPS and EPS assuming dilution vary in that the weighted average shares outstanding assuming dilution include the incremental effect of stock options and other share-based payment awards, except when such effect would be antidilutive.

The earnings per share calculation for the three-month periods ended October 30, 2022, and October 31, 2021, excludes approximately 1 million stock options that would have been antidilutive .

The earnings per share calculation for the three- and six-month periods ended January 29, 2023, excludes less than 1 million stock options that would have been antidilutive.

The earnings per share calculation for the three- and six-month periods ended January 30, 2022, excludes approximately 1 million stock options that would have been antidilutive.

Pension and Postretirement Benefits

Components of net benefit expense (income) were as follows:

Three Months Ended

Pension Postretirement

(Millions) October 30, 2022 October 31, 2021 October 30, 2022 October 31, 2021

Three Months Ended Six Months Ended

Pension Postretirement Pension Postretirement

(Millions) January 29, 2023 January 30, 2022 January 29, 2023 January 30, 2022 January 29, 2023 January 30, 2022 January 29, 2023 January 30, 2022

Service cost $ 3 $ 5 $ — $ — $ 7 $ 9 $ — $ —

1 unchanged sentence

Expected return on plan assets ( 25 ) ( 32 ) — — ( 52 ) ( 62 ) — —

Amortization of prior service cost — — — —

Actuarial losses 15 6 — —

Amortization of prior service credit — — — ( 1 ) — — — ( 1 )

Actuarial losses (gains) ( 6 ) ( 10 ) — — 9 ( 4 ) — —

Net periodic benefit expense (income) $ ( 9 ) $ ( 26 ) $ 1 $ — $ — $ ( 36 ) $ 3 $ 1

The actuarial losses resulted from the remeasurement of a U.S.

pension plan for the three-month period ended

October 30, 2022 and a U.S.

and a Canadian pension plan for the three-month period ended October 31, 2021.

These remeasurements were each due to lump sum distributions that exceeded or are expected to exceed service and interest costs resulting in settlement accounting for the plans.

The actuarial losses recognized for the three-month periods ended October 30, 2022, and October 31, 2021, were primarily due to losses on plan assets, partially offset by increases in discount rates used to determine the benefit obligation.

The actuarial gains and losses resulted from the remeasurement of pension plans due to lump sum distributions that exceeded or are expected to exceed service and interest costs resulting in settlement accounting for the plans.

The actuarial gains recognized for the three-month period ended January 29, 2023 were primarily due to increases in discount rates used to determine the benefit obligation, partially offset by losses on plan assets.

The actuarial losses recognized for the six-month period ended January 29, 2023 were primarily due to losses on plan assets, partially offset by increases in discount rates used to determine the benefit obligation.

The actuarial gains recognized for the three- and six-month periods ended January 30, 2022 were primarily due to increases in discount rates used to determine the benefit obligation, partially offset by losses on plan assets.

The components of lease costs were as follows:

Three Months Ended

(Millions) October 30, 2022 October 31, 2021

Three Months Ended Six Months Ended

(Millions) January 29, 2023 January 30, 2022 January 29, 2023 January 30, 2022

Operating lease cost $ 20 $ 20 $ 40 $ 39

2 unchanged sentences

Variable lease cost (1)

53 49 103 101

Total $ 94 $ 87 $ 185 $ 175

3 unchanged sentences

Operating Leases

(Millions) Balance Sheet Classification October 30, 2022 July 31, 2022

(Millions) Balance Sheet Classification January 29, 2023 July 31, 2022

ROU assets, net Other assets $ 230 $ 239

2 unchanged sentences

Finance Leases

(Millions) Balance Sheet Classification October 30, 2022 July 31, 2022

(Millions) Balance Sheet Classification January 29, 2023 July 31, 2022

ROU assets, net Plant assets, net of depreciation $ 21 $ 28

2 unchanged sentences

The following table summarizes cash flow and other information related to leases:

Three Months Ended

(Millions) October 30, 2022 October 31, 2021

Six Months Ended

(Millions) January 29, 2023 January 30, 2022

Cash paid for amounts included in the measurement of lease liabilities:

4 unchanged sentences

Finance leases

Short-term Borrowings and Long-term Debt

On November 15, 2022, we entered into a delayed draw term loan credit agreement (the DDTL Credit Agreement) totaling up to $ 500 million scheduled to mature on November 15, 2025.

Loans under the DDTL Credit Agreement will bear interest at the rates specified in the DDTL Credit Agreement, which vary based on the type of loan and certain other conditions.

The DDTL Credit Agreement contains customary representations and warranties, affirmative and negative covenants, including a financial covenant with respect to a minimum consolidated interest coverage ratio of consolidated adjusted EBITDA to consolidated interest expense (as each is defined in the DDTL Credit Agreement) of not less than 3.25:1.00 , and events of default for credit facilities of this type.

We anticipate using $ 500 million of the proceeds of the loans under the DDTL Credit Agreement to refinance our existing $ 566 million Notes with a maturity date of March 15, 2023 .

Financial Instruments

4 unchanged sentences

We do not enter into derivative contracts for speculative purposes and do not use leveraged instruments.

derivative programs include instruments that qualify for hedge accounting treatment and instruments that are not designated as accounting hedges.

Our derivative programs include instruments that qualify for hedge accounting treatment and instruments that are not designated as accounting hedges.

Concentration of Credit Risk

1 unchanged sentence

To mitigate counterparty credit risk, we enter into contracts only with carefully selected, leading, credit-worthy financial institutions, and distribute contracts among several financial institutions to reduce the concentration of credit risk.

We did not have credit risk-related contingent features in our derivative instruments as of October 30, 2022, or July 31, 2022.

We did not have credit risk-related contingent features in our derivative instruments as of January 29, 2023, or July 31, 2022.

We are also exposed to credit risk from our customers.

7 unchanged sentences

We hedge portions of our forecasted foreign currency transaction exposure with foreign exchange forward contracts for periods typically up to 18 months.

The notional amount of foreign exchange forward contracts accounted for as cash-flow hedges was $ 121 million as of October 30, 2022, and $ 140 million as of July 31, 2022.

The notional amount of foreign exchange forward contracts accounted for as cash-flow hedges was $ 128 million as of January 29, 2023, and $ 140 million as of July 31, 2022.

Changes in the fair value on the portion of the derivative included in the assessment of hedge effectiveness of cash-flow hedges are recorded in other comprehensive income (loss), until earnings are affected by the variability of cash flows.

For derivatives that are designated and qualify as hedging instruments, the initial fair value of hedge components excluded from the assessment of effectiveness is recognized in earnings under a systematic and rational method over the life of the hedging instrument and is presented in the same statement of earnings line item as the earnings effect of the hedged item.

Any difference between the change in the fair value of the hedge components excluded from the assessment of effectiveness and the amounts recognized in earnings is recorded as a component of other comprehensive income (loss).

The notional amount of foreign exchange forward contracts that are not designated as accounting hedges was $ 18 million as of October 30, 2022, and $ 13 million as of July 31, 2022.

The notional amount of foreign exchange forward contracts that are not designated as accounting hedges was $ 17 million as of January 29, 2023, and $ 13 million as of July 31, 2022.

Interest Rate Risk

We manage our exposure to changes in interest rates by optimizing the use of variable-rate and fixed-rate debt and by utilizing interest rate swaps in order to maintain our variable-to-total debt ratio within targeted guidelines.

There were no interest rate swaps outstanding as of October 30, 2022, or July 31, 2022.

There were no interest rate swaps outstanding as of January 29, 2023, or July 31, 2022.

Commodity Price Risk

4 unchanged sentences

The notional amount of commodity contracts designated as cash-flow hedges was $ 3 million as of July 31, 2022.

There were no commodity contracts designated as cash-flow hedges as of October 30, 2022.

There were no commodity contracts designated as cash-flow hedges as of January 29, 2023.

The notional amount of commodity contracts not designated as accounting hedges was $ 281 million as of October 30, 2022, and $ 254 million as of July 31, 2022.

The notional amount of commodity contracts not designated as accounting hedges was $ 246 million as of January 29, 2023, and $ 254 million as of July 31, 2022.

The change in fair value on undesignated instruments is recorded in Cost of products sold.

2 unchanged sentences

We net settle amounts due under the contract with our counterparty.

The notional amount was approximately $ 15 million as of October 30, 2022, and $ 39 million as of July 31, 2022.

The notional amount was $ 106 million as of January 29, 2023, and $ 39 million as of July 31, 2022.

The change in fair value on the embedded derivative is recorded in Cost of products sold.

Deferred Compensation Obligation Price Risk

We enter into swap contracts which hedge a portion of exposures relating to certain deferred compensation obligations linked to the total return of the Vanguard Extended Market Index Plus Fund, the Vanguard Institutional Index Institutional Plus Fund, the Vanguard Short-Term Bond Index Fund and the Vanguard Total International Stock Index Fund.

We enter into swap contracts which hedge a portion of exposures relating to the total return of certain deferred compensation obligations.

These contracts are not designated as hedges for accounting purposes.

Unrealized gains (losses) and settlements are included in Administrative

expenses in the Consolidated Statements of Earnings.

Unrealized gains (losses) and settlements are included in Administrative expenses in the Consolidated Statements of Earnings.

We enter into these contracts for periods typically not exceeding 12 months.

The notional amounts of the contracts were $ 50 million as of October 30, 2022, and July 31, 2022.

The following table summarizes the fair value of derivative instruments on a gross basis as recorded in the Consolidated Balance Sheets as of October 30, 2022, and July 31, 2022:

(Millions) Balance Sheet Classification October 30, 2022 July 31, 2022

The notional amounts of the contracts were $ 50 million as of January 29, 2023, and July 31, 2022.

The following table summarizes the fair value of derivative instruments on a gross basis as recorded in the Consolidated Balance Sheets as of January 29, 2023, and July 31, 2022:

(Millions) Balance Sheet Classification January 29, 2023 July 31, 2022

Asset Derivatives

8 unchanged sentences

Total asset derivatives $ 17 $ 25

(Millions) Balance Sheet Classification October 30, 2022 July 31, 2022

(Millions) Balance Sheet Classification January 29, 2023 July 31, 2022

Liability Derivatives

Derivatives designated as hedges:

Foreign exchange forward contracts Accrued liabilities $ 1 $ —

Total derivatives designated as hedges $ 1 $ —

Derivatives not designated as hedges:

4 unchanged sentences

We do not offset the fair values of derivative assets and liabilities executed with the same counterparty that are generally subject to enforceable netting agreements.

However, if we were to offset and record the asset and liability balances of derivatives on a net basis, the amounts presented in the Consolidated Balance Sheets as of October 30, 2022, and July 31, 2022, would be adjusted as detailed in the following table:

October 30, 2022 July 31, 2022

However, if we were to offset and record the asset and liability balances of derivatives on a net basis, the amounts presented in the Consolidated Balance Sheets as of January 29, 2023, and July 31, 2022, would be adjusted as detailed in the following table:

January 29, 2023 July 31, 2022

(Millions) Gross Amounts Presented in the Consolidated Balance Sheet Gross Amounts Not Offset in the Consolidated Balance Sheet Subject to Netting Agreements Net Amount Gross Amounts Presented in the Consolidated Balance Sheet Gross Amounts Not Offset in the Consolidated Balance Sheet Subject to Netting Agreements Net Amount

2 unchanged sentences

We are required to maintain cash margin accounts in connection with funding the settlement of open positions for exchange-traded commodity derivative instruments.

Cash margin asset balances of $ 11 million at October 30, 2022, and $ 8 million at July 31, 2022, were included in Other current assets in the Consolidated Balance Sheets.

The following table shows the effect of our derivative instruments designated as cash-flow hedges for the three-month periods ended October 30, 2022, and October 31, 2021, in other comprehensive income (loss) (OCI) and the Consolidated Statements of Earnings:

Cash margin asset balances of $ 17 million at January 29, 2023, and $ 8 million at July 31, 2022, were included in Other current assets in the Consolidated Balance Sheets.

The following tables show the effect of our derivative instruments designated as cash-flow hedges for the three- and six-month periods ended January 29, 2023, and January 30, 2022, in other comprehensive income (loss) (OCI) and the Consolidated Statements of Earnings:

Total Cash-Flow Hedge

(Millions) October 30, 2022 October 31, 2021

(Millions) January 29, 2023 January 30, 2022

Three Months Ended

7 unchanged sentences

Foreign exchange forward contracts Cost of products sold ( 3 ) 1

Forward starting interest rate swaps Interest expense 1 1

OCI derivative gain (loss) at end of quarter $ ( 1 ) $ 3

Six Months Ended

OCI derivative gain (loss) at beginning of year $ — $ ( 5 )

Effective portion of changes in fair value recognized in OCI:

Commodity contracts — 4

Foreign exchange forward contracts 5 4

Amount of loss (gain) reclassified from OCI to earnings:

Location in Earnings

Commodity contracts Cost of products sold ( 3 ) ( 3 )

Foreign exchange forward contracts Cost of products sold ( 4 ) 2

Forward starting interest rate swaps Interest expense 1 1

OCI derivative gain (loss) at end of quarter $ ( 1 ) $ 3

Based on current valuations, the amount expected to be reclassified from OCI into earnings within the next 12 months is a gain of $ 3 million.

The following table shows the total amounts of line items presented in the Consolidated Statements of Earnings for the three-month periods ended October 30, 2022, and October 31, 2021, in which the effects of derivative instruments designated as cash-flow hedges are recorded and the total effect of hedge activity on these line items are as follows:

The following tables show the total amounts of line items presented in the Consolidated Statements of Earnings for the three- and six-month periods ended January 29, 2023, and January 30, 2022, in which the effects of derivative instruments designated as cash-flow hedges are recorded and the total effect of hedge activity on these line items are as follows:

Three Months Ended

October 30, 2022 October 31, 2021

(Millions) Cost of products sold Cost of products sold

January 29, 2023 January 30, 2022

(Millions) Cost of products sold Interest

expense Cost of products sold Interest

Consolidated Statements of Earnings:

2 unchanged sentences

Amount of loss (gain) reclassified from OCI to earnings $ ( 3 ) $ 1 $ ( 1 ) $ 1

Six Months Ended

January 29, 2023 January 30, 2022

(Millions) Cost of products sold Interest

expense Cost of products sold Interest

Consolidated Statements of Earnings:

$ 3,467 $ 92 $ 3,054 $ 93

Loss (gain) on cash-flow hedges:

Amount of loss (gain) reclassified from OCI to earnings $ ( 7 ) $ 1 $ ( 1 ) $ 1

The amount excluded from effectiveness testing recognized in each line item of earnings using an amortization approach was not material in all periods presented.

The following table shows the effects of our derivative instruments not designated as hedges in the Consolidated Statements of Earnings:

Location of Loss (Gain) Recognized in Earnings Three Months Ended

(Millions) October 30, 2022 October 31, 2021

Location of Loss (Gain) Recognized in Earnings Three Months Ended Six Months Ended

(Millions) January 29, 2023 January 30, 2022 January 29, 2023 January 30, 2022

Foreign exchange forward contracts Cost of products sold $ — $ — $ ( 1 ) $ —

12 unchanged sentences

Assets and Liabilities Measured at Fair Value on a Recurring Basis

The following tables present our financial assets and liabilities that are measured at fair value on a recurring basis as of October 30, 2022, and July 31, 2022, consistent with the fair value hierarchy:

October 30, 2022

The following tables present our financial assets and liabilities that are measured at fair value on a recurring basis as of January 29, 2023, and July 31, 2022, consistent with the fair value hierarchy:

January 29, 2023

Fair Value Measurements at

October 30, 2022 Using

January 29, 2023 Using

Fair Value Hierarchy

13 unchanged sentences

Total assets at fair value $ 18 $ 3 $ 10 $ 5 $ 27 $ 2 $ 21 $ 4

October 30, 2022

January 29, 2023

Fair Value Measurements at

October 30, 2022 Using

January 29, 2023 Using

Fair Value Hierarchy

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(Millions) Level 1 Level 2 Level 3 Level 1 Level 2 Level 3

Foreign exchange forward contracts (1)

$ 1 $ — $ 1 $ — $ — $ — $ — $ —

Commodity derivative contracts (2)

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(4) Based on the fair value of the participants’ investments.

The following table summarizes the changes in fair value of Level 3 assets and liabilities for the three-month periods ended October 30, 2022, and October 31, 2021:

Three Months Ended

(Millions) October 30, 2022 October 31, 2021

The following table summarizes the changes in fair value of Level 3 assets and liabilities for the six-month periods ended January 29, 2023, and January 30, 2022:

Six Months Ended

(Millions) January 29, 2023 January 30, 2022

Fair value at beginning of year $ 4 $ 1

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The carrying values of cash and cash equivalents, accounts receivable and accounts payable approximate fair value.

There were $ 22 million of cash equivalents at October 30, 2022, and $ 27 million at July 31, 2022.

There were $ 26 million of cash equivalents at January 29, 2023, and $ 27 million at July 31, 2022.

Cash equivalents represent fair value as these highly liquid investments have an original maturity of three months or less.

Fair value of cash equivalents is based on Level 2 inputs.

The fair value of short- and long-term debt was $ 4.352 billion at October 30, 2022, and $ 4.637 billion at July 31, 2022.

The carrying value was $ 4.852 billion at October 30, 2022, and $ 4.81 billion at July 31, 2022.

The fair value of short- and long-term debt was $ 4.29 billion at January 29, 2023, and $ 4.637 billion at July 31, 2022.

The carrying value was $ 4.57 billion at January 29, 2023, and $ 4.81 billion at July 31, 2022.

The fair value of long-term debt is principally estimated using Level 2 inputs based on quoted market prices or pricing models using current market rates.

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Repurchases under the September 2021 program may be made in open-market or privately negotiated transactions.

During the three-month period ended October 30, 2022, we repurchased 859 thousand shares at a cost of $ 41 million pursuant to our June 2021 program.

As of October 30, 2022, approximately $ 131 million remained available under the June 2021 program and approximately $ 375 million remained available under the September 2021 program.

During the three-month ended October 31, 2021, we repurchased approximately 1.5 million shares at a cost of $ 63 million.

During the six-month period ended January 29, 2023, we repurchased 1.298 million shares at a cost of $ 66 million pursuant to our June 2021 program.

As of January 29, 2023, approximately $ 106 million remained available under the June 2021 program and approximately $ 375 million remained available under the September 2021 program.

During the six-month period ended January 30, 2022, we repurchased approximately 1.5 million shares at a cost of $ 65 million.

Stock-based Compensation

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Total pre-tax stock-based compensation expense and tax-related benefits recognized in the Consolidated Statements of Earnings were as follows:

Three Months Ended

(Millions) October 30, 2022 October 31, 2021

Three Months Ended Six Months Ended

(Millions) January 29, 2023 January 30, 2022 January 29, 2023 January 30, 2022

Total pre-tax stock-based compensation expense $ 16 $ 17 $ 31 $ 31

Tax-related benefits $ 3 $ 3 $ 6 $ 5

The following table summarizes stock option activity as of October 30, 2022:

The following table summarizes stock option activity as of January 29, 2023:

Options Weighted-

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Terminated — $ —

Outstanding at October 30, 2022

Outstanding at January 29, 2023

833 $ 44.77 4.7 $ 6

Exercisable at October 30, 2022

Exercisable at January 29, 2023

833 $ 44.77 4.7 $ 6

The total intrinsic value of options exercised during the three-month periods ended October 30, 2022 and October 31, 2021 was not material.

The total intrinsic value of options exercised during the six-month period ended January 29, 2023 was $ 3 million.

The total intrinsic value of options exercised during the six-month period ended January 30, 2022 was not material.

We measured the fair value of stock options using the Black-Scholes option pricing model.

1 unchanged sentence

As of January 2022, compensation related to stock options was fully expensed.

The following table summarizes time-lapse restricted stock units and EPS performance restricted stock units as of October 30, 2022:

The following table summarizes time-lapse restricted stock units and EPS performance restricted stock units as of January 29, 2023:

Units Weighted-Average Grant-Date Fair Value

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Forfeited ( 100 ) $ 44.86

Nonvested at October 30, 2022

Nonvested at January 29, 2023

2,259 $ 45.16

6 unchanged sentences

We estimate expense based on the number of awards expected to vest.

There were 590 thousand EPS performance target grants outstanding at October 30, 2022, with a weighted-average grant-date fair value of $ 44.32 .

There were 564 thousand EPS performance target grants outstanding at January 29, 2023, with a weighted-average grant-date fair value of $ 44.33 .

In 2019, we issued approximately 388 thousand FCF performance restricted stock units for which vesting was contingent upon achievement of free cash flow (defined as Net cash provided by operating activities less capital expenditures and certain investing and financing activities) compared to annual operating plan objectives over a three-year period.

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As of October 31, 2021, there were no FCF performance target grants outstanding.

As of October 30, 2022, total remaining unearned compensation related to nonvested time-lapse restricted stock units and EPS performance restricted stock units was $ 72 million, which will be amortized over the weighted-average remaining service period of 2.0 years.

The fair value of restricted stock units vested during the three-month periods ended October 30, 2022, and October 31, 2021, was $ 34 million, and $ 48 million, respectively.

The weighted-average grant-date fair value of the restricted stock units granted during the three-month period ended October 31, 2021 was $ 41.82 .

The following table summarizes TSR performance restricted stock units as of October 30, 2022:

As of January 29, 2023, total remaining unearned compensation related to nonvested time-lapse restricted stock units and EPS performance restricted stock units was $ 60 million, which will be amortized over the weighted-average remaining service period of 1.9 years.

The fair value of restricted stock units vested during the six-month periods ended January 29, 2023, and January 30, 2022, was $ 35 million and $ 49 million, respectively.

The weighted-average grant-date fair value of the restricted stock units granted during the six-month period ended January 30, 2022 was $ 41.79 .

The following table summarizes TSR performance restricted stock units as of January 29, 2023:

Units Weighted-Average Grant-Date Fair Value

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Forfeited ( 52 ) $ 51.69

Nonvested at October 30, 2022

Nonvested at January 29, 2023

We estimated the fair value of TSR performance restricted stock units at the grant date using a Monte Carlo simulation.

Assumptions used in the Monte Carlo simulation were as follows:

Weighted-average assumptions used in the Monte Carlo simulation were as follows:

Risk-free interest rate 4.29 % 0.46 %

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We recognize compensation expense on a straight-line basis over the service period, except for awards issued to retirement eligible participants, which we expense on an accelerated basis.

As of October 30, 2022, total remaining unearned compensation related to TSR performance restricted stock units was $ 25 million, which will be amortized over the weighted-average remaining service period of 2.0 years.

As of January 29, 2023, total remaining unearned compensation related to TSR performance restricted stock units was $ 20 million, which will be amortized over the weighted-average remaining service period of 1.8 years.

In the first quarter of 2023, recipients of TSR performance restricted stock units earned 100 % of the initial grants based upon our TSR ranking in a performance peer group during a three-year period ended July 29, 2022.

In the first quarter of 2022, recipients of TSR performance restricted stock units earned 75 % of the initial grants based upon our TSR ranking in a performance peer group during a three-year period ended July 30, 2021.

The fair value of TSR performance restricted stock units vested during the three-month periods ended October 30, 2022, and October 31, 2021, was $ 21 million and $ 8 million, respectively.

The grant-date fair value of the TSR performance restricted stock units granted during three-month period ended October 31, 2021, was $ 45.65 .

The tax benefits on the exercise of stock options in the three-month periods ended October 30, 2022, and October 31, 2021 were not material.

Cash received from the exercise of stock options was $ 2 million and $ 1 million for the three-month periods ended October 30, 2022, and October 31, 2021, respectively, and is reflected in cash flows from financing activities in the Consolidated Statements of Cash Flows.

The fair value of TSR performance restricted stock units vested during the six-month periods ended January 29, 2023, and January 30, 2022, was $ 21 million and $ 8 million, respectively.

The weighted-average grant-date fair value of the TSR performance restricted stock units granted during the six-month period ended January 30, 2022, was $ 45.54 .

The tax benefits on the exercise of stock options in the six-month period ended January 29, 2023 were $ 1 million.

The tax benefits on the exercise of stock options in the six-month period ended January 30, 2022 were not material.

Cash received from the exercise of stock options was $ 22 million and $ 1 million for the six-month periods ended January 29, 2023, and January 30, 2022, respectively, and is reflected in cash flows from financing activities in the Consolidated Statements of Cash Flows.

Commitments and Contingencies

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also subject to the uncertainty of how opposing parties and their counsel will themselves view the relevant evidence and applicable law.

On January 7, 2019, three purported shareholder class action lawsuits pending in the United States District Court for the District of New Jersey (the Court) were consolidated under the caption, In re Campbell Soup Company Securities Litigation, Civ.

1:18-cv-14385-NLH-JS (the Action).

Oklahoma Firefighters Pension and Retirement System was appointed lead plaintiff in the Action and, on March 1, 2019, filed an amended consolidated complaint.

The company, Denise Morrison (the company's former President and Chief Executive Officer), and Anthony DiSilvestro (the company's former Senior Vice President and Chief Financial Officer) are defendants in the Action.

The amended consolidated complaint alleges that, in public statements between July 19, 2017 and May 17, 2018, the defendants made materially false and misleading statements and/or omitted material information about the company's business, operations, customer relationships, and prospects, specifically with regard to the Campbell Fresh segment.

The amended consolidated complaint seeks unspecified monetary damages and other relief.

On April 30, 2019, the defendants filed a motion to dismiss the amended consolidated complaint, which the Court granted on November 30, 2020, with leave to amend the complaint.

On January 15, 2021, the plaintiff filed its second amended consolidated complaint.

On March 10, 2021 the defendants filed a motion to dismiss the second amended consolidated complaint.

On October 11, 2022, the Court granted the defendants’ motion to dismiss the second amended consolidated complaint with prejudice.

The plaintiff did not appeal the Court's order dismissing the second amended consolidated complaint with prejudice, bringing this matter to a conclusion.

We establish liabilities for litigation and regulatory loss contingencies when information related to the loss contingencies shows both that it is probable that a loss has been incurred and the amount of the loss can be reasonably estimated.

It is possible that some matters could require us to pay damages or make other expenditures or establish accruals in amounts that could not be reasonably estimated as of October 30, 2022.

It is possible that some matters could require us to pay damages or make other expenditures or establish accruals in amounts that could not be reasonably estimated as of January 29, 2023.

While the potential future charges could be material in a particular quarter or annual period, based on information currently known by us, we do not believe any such charges are likely to have a material adverse effect on our consolidated results of operations or financial condition.

2 unchanged sentences

Certain indemnifications have finite expiration dates.

Liabilities recognized based on known exposures related to such matters were not material at October 30, 2022.

Liabilities recognized based on known exposures related to such matters were not material at January 29, 2023.

Supplemental Financial Statement Data

(Millions) October 30, 2022 July 31,

(Millions) January 29, 2023 July 31,

Balance Sheets

2 unchanged sentences

$ 1,251 $ 1,246

Three Months Ended

(Millions) October 30, 2022 October 31, 2021

Three Months Ended Six Months Ended

(Millions) January 29, 2023 January 30, 2022 January 29, 2023 January 30, 2022

Statements of Earnings

2 unchanged sentences

Net periodic benefit expense (income) other than the service cost ( 11 ) ( 31 ) ( 4 ) ( 44 )

Subsequent Event

On November 15, 2022, we entered into a delayed draw term loan credit agreement (the DDTL Credit Agreement) totaling up to $ 500 million scheduled to mature on November 15, 2025.

Loans under the DDTL Credit Agreement will bear interest at the rates specified in the DDTL Credit Agreement, which vary based on the type of loan and certain other conditions.

We anticipate using any of the proceeds of the loans under the DDTL Credit Agreement to refinance our existing $ 566 million Notes with a maturity date of March 15, 2023 .

Other 1 2 1 3

$ — $ ( 19 ) $ 18 $ ( 20 )

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements