CAMPBELL'S Co 10-K

Item 8. Financial Statements and Supplementary Data INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Consolidated Statements of Earnings 39 Consolidated Statements of Comprehensive Income 40 Consolidated Balance Sheets 41 Consolidated Statements of Cash Flows 42 Consolidated Statements of Equity 43 Notes to Consolidated Financial Statements Note 1. Summary of Significant Accounting Policies 44 Note 2. Recent Accounting Pronouncements 46 Note 3. Ac quisition 47 Note 4 . Divestiture 48 Note 5 . Accumulated Other Comprehensive Income (Loss) 49 Note 6 . Goodwill and Intangible Assets 50 Note 7 . Segment Information 51 Note 8. Restructuring Charges, Cost Savings Initiatives and Other Optimization Initiatives 53 Note 9 . Earnings per Share 55 Note 10 . Pension and Postretirement Benefits 55 Note 11 . Leases 61 Note 12 . Taxes on Earnings 62 Note 1 3 . Short-term Borrowings and Long-term Debt 64 Note 14 . Financial Instruments 66 Note 1 5 . Fair Value Measurements 69 Note 16 . Shareholders' Equity 71 Note 17 . Stock-based Compensation 71 Note 18 . Commitments and Contingencies 74 Note 19. Supp lier Fi n ance Program Obligations 75 Note 20 . Supplemental Financial Statement Data 75 Note 2 1 . Subsequent Event 78 Management’s Report on Internal Control Over Financial Reporting 79 Report of Independent Registered Public Accounting Firm 80 38 CAMPBELL SOUP COMPANY Consolidated Statements of Earnings (millions, except per share amounts) 2024 2023 2022 Net sales $ 9,636 $ 9,357 $ 8,562 Costs and expenses Cost of products sold 6,665 6,440 5,935 Marketing and selling expenses 833 811 734 Administrative expenses 737 654 617 Research and development expenses 102 92 87 Other expenses / (income) 261 32 21 Restructuring charges 38 16 5 Total costs and expenses 8,636 8,045 7,399 Earnings before interest and taxes 1,000 1,312 1,163 Interest expense 249 188 189 Interest income 6 4 1 Earnings before taxes 757 1,128 975 Taxes on earnings 190 270 218 Net earnings 567 858 757 Less: Net earnings (loss) attributable to noncontrolling interests — — — Net earnings attributable to Campbell Soup Company $ 567 $ 858 $ 757 Per Share — Basic Net earnings attributable to Campbell Soup Company $ 1.90 $ 2.87 $ 2.51 Weighted average shares outstanding — basic 298 299 301 Per Share — Assuming Dilution Net earnings attributable to Campbell Soup Company $ 1.89 $ 2.85 $ 2.51 Weighted average shares outstanding — assuming dilution 300 301 302 See accompanying Notes to Consolidated Financial Statements. 39 CAMPBELL SOUP COMPANY Consolidated Statements of Comprehensive Income (millions) 2024 2023 2022 Pre-tax amount Tax benefit (expense) After-tax amount Pre-tax amount Tax benefit (expense) After-tax amount Pre-tax amount Tax benefit (expense) After-tax amount Net earnings $ 567 $ 858 $ 757 Other comprehensive income (loss): Foreign currency translation: Foreign currency translation adjustments $ ( 9 ) $ — ( 9 ) $ ( 1 ) $ — ( 1 ) $ ( 6 ) $ — ( 6 ) Cash-flow hedges: Unrealized gains (losses) arising during the period ( 5 ) 1 ( 4 ) 5 ( 1 ) 4 17 ( 3 ) 14 Reclassification adjustment for losses (gains) included in net earnings ( 1 ) — ( 1 ) ( 10 ) 2 ( 8 ) ( 12 ) 2 ( 10 ) Pension and other postretirement benefits: Reclassification of prior service credit included in net earnings — — — — — — ( 1 ) — ( 1 ) Other comprehensive income (loss) $ ( 15 ) $ 1 ( 14 ) $ ( 6 ) $ 1 ( 5 ) $ ( 2 ) $ ( 1 ) ( 3 ) Total comprehensive income (loss) $ 553 $ 853 $ 754 Total comprehensive income (loss) attributable to noncontrolling interests — — — Total comprehensive income (loss) attributable to Campbell Soup Company $ 553 $ 853 $ 754 See accompanying Notes to Consolidated Financial Statements. 40 CAMPBELL SOUP COMPANY Consolidated Balance Sheets (millions, except per share amounts) July 28, 2024 July 30, 2023 Current assets Cash and cash equivalents $ 108 $ 189 Accounts receivable, net 630 529 Inventories 1,386 1,291 Other current assets 66 52 Total current assets 2,190 2,061 Plant assets, net of depreciation 2,698 2,398 Goodwill 5,077 3,965 Other intangible assets, net of amortization 4,716 3,142 Other assets 554 492 Total assets $ 15,235 $ 12,058 Current liabilities Short-term borrowings $ 1,423 $ 191 Accounts payable 1,311 1,306 Accrued liabilities 720 592 Dividends payable 115 113 Accrued income taxes 7 20 Total current liabilities 3,576 2,222 Long-term debt 5,761 4,498 Deferred taxes 1,426 1,067 Other liabilities 676 608 Total liabilities 11,439 8,395 Commitments and contingencies Campbell Soup Company shareholders' equity Preferred stock; authorized 40 shares; none issued — — Capital stock, $ .0375 par value; authorized 560 shares; issued 323 shares 12 12 Additional paid-in capital 437 420 Earnings retained in the business 4,569 4,451 Capital stock in treasury, at cost ( 1,207 ) ( 1,219 ) Accumulated other comprehensive income (loss) ( 17 ) ( 3 ) Total Campbell Soup Company shareholders' equity 3,794 3,661 Noncontrolling interests 2 2 Total equity 3,796 3,663 Total liabilities and equity $ 15,235 $ 12,058 See accompanying Notes to Consolidated Financial Statements. 41 CAMPBELL SOUP COMPANY Consolidated Statements of Cash Flows (millions) 2024 2023 2022 Cash flows from operating activities: Net earnings $ 567 $ 858 $ 757 Adjustments to reconcile net earnings to operating cash flow Impairment charges 129 — — Restructuring charges 38 16 5 Stock-based compensation 99 63 59 Amortization of inventory fair value adjustment from acquisition 17 — — Pension and postretirement benefit expense (income) 39 ( 22 ) ( 7 ) Depreciation and amortization 411 387 337 Deferred income taxes ( 47 ) ( 5 ) 21 Net loss on sale of business — 13 — Loss on extinguishment of debt — — 4 Other 138 100 88 Changes in working capital, net of acquisition and divestiture Accounts receivable ( 16 ) ( 1 ) 48 Inventories 11 ( 64 ) ( 314 ) Other current assets 4 13 25 Accounts payable and accrued liabilities ( 128 ) ( 164 ) 200 Other ( 77 ) ( 51 ) ( 42 ) Net cash provided by operating activities 1,185 1,143 1,181 Cash flows from investing activities: Purchases of plant assets ( 517 ) ( 370 ) ( 242 ) Purchases of route businesses ( 29 ) ( 13 ) ( 1 ) Sales of route businesses 34 1 2 Business acquired, net of cash acquired ( 2,617 ) — — Sale of business — 41 — Other 1 1 11 Net cash used in investing activities ( 3,128 ) ( 340 ) ( 230 ) Cash flows from financing activities: Short-term borrowings, including commercial paper and delayed draw term loan 5,622 3,677 1,173 Short-term repayments, including commercial paper and delayed draw term loan ( 5,576 ) ( 3,749 ) ( 997 ) Long-term borrowings 2,496 500 — Long-term repayments ( 100 ) ( 566 ) — Dividends paid ( 445 ) ( 447 ) ( 451 ) Treasury stock purchases ( 67 ) ( 142 ) ( 167 ) Treasury stock issuances 2 22 3 Payments related to tax withholding for stock-based compensation ( 46 ) ( 19 ) ( 18 ) Payments related to extinguishment of debt — — ( 453 ) Payments of debt issuance costs ( 23 ) — — Other — 1 — Net cash provided by (used in) financing activities 1,863 ( 723 ) ( 910 ) Effect of exchange rate changes on cash ( 1 ) — ( 1 ) Net change in cash and cash equivalents ( 81 ) 80 40 Cash and cash equivalents — beginning of period 189 109 69 Cash and cash equivalents — end of period $ 108 $ 189 $ 109 See accompanying Notes to Consolidated Financial Statements. 42 CAMPBELL SOUP COMPANY Consolidated Statements of Equity (millions, except per share amounts) Campbell Soup Company Shareholders’ Equity Capital Stock Additional Paid-in Capital Earnings Retained in the Business Accumulated Other Comprehensive Income (Loss) Noncontrolling Interests Issued In Treasury Total Equity Shares Amount Shares Amount Balance at August 1, 2021 323 $ 12 ( 21 ) $ ( 1,021 ) $ 414 $ 3,742 $ 5 $ 2 $ 3,154 Net earnings (loss) 757 — 757 Other comprehensive income (loss) ( 3 ) — ( 3 ) Dividends ($ 1.48 per share) ( 451 ) ( 451 ) Treasury stock purchased ( 4 ) ( 167 ) ( 167 ) Treasury stock issued under stock-based compensation plans 1 50 1 ( 8 ) 43 Balance at July 31, 2022 323 12 ( 24 ) ( 1,138 ) 415 4,040 2 2 3,333 Net earnings (loss) 858 — 858 Other comprehensive income (loss) ( 5 ) — ( 5 ) Dividends ($ 1.48 per share) ( 447 ) ( 447 ) Treasury stock purchased ( 3 ) ( 142 ) ( 142 ) Treasury stock issued under stock-based compensation plans 2 61 5 — 66 Balance at July 30, 2023 323 12 ( 25 ) ( 1,219 ) 420 4,451 ( 3 ) 2 3,663 Net earnings (loss) 567 — 567 Other comprehensive income (loss) ( 14 ) — ( 14 ) Dividends ($ 1.48 per share) ( 449 ) ( 449 ) Replacement share-based awards issued in connection with Sovos Brands, Inc. acquisition (1) 42 42 Treasury stock purchased ( 2 ) ( 67 ) ( 67 ) Treasury stock issued under stock-based compensation plans 2 79 ( 25 ) — 54 Balance at July 28, 2024 323 $ 12 ( 25 ) $ ( 1,207 ) $ 437 $ 4,569 $ ( 17 ) $ 2 $ 3,796 (1) See Note 3 for additional information. See accompanying Notes to Consolidated Financial Statements. 43 Notes to Consolidated Financial Statements 1. Summary of Significant Accounting Policies In this Report, 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. Basis of Presentation — The consolidated financial statements include our accounts and entities in which we maintain a controlling financial interest. Intercompany transactions are eliminated in consolidation. Our fiscal year ends on the Sunday nearest July 31. There were 52 weeks in 2024, 2023, and 2022. There will be 53 weeks in 2025. Use of Estimates — Generally accepted accounting principles require management to make estimates and assumptions that affect assets, liabilities, revenues and expenses. Actual results could differ from those estimates. Revenue Recognition — Our revenues primarily consist of the sale of food and beverage products through our own sales force and/or third-party brokers and distribution partners. Revenues are recognized when our performance obligation has been satisfied and control of the product passes to our customers, which typically occurs when products are delivered. Shipping and handling costs incurred to deliver the product are recorded within Cost of products sold. Amounts billed and due from our customers are classified as Accounts receivable in the Consolidated Balance Sheets and require payment on a short-term basis. Revenues are recognized net of provisions for returns, discounts and certain sales promotion expenses, such as feature price discounts, in-store display incentives, cooperative advertising programs, new product introduction fees and coupon redemption costs. These forms of variable consideration are recognized upon sale. The recognition of costs for 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. 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. Revenues are presented on a net basis for arrangements under which suppliers perform certain additional services. See Note 7 for additional information on disaggregation of revenue. Cash and Cash Equivalents — All highly liquid debt instruments purchased with a maturity of three months or less are classified as cash equivalents. Inventories — All inventories are valued at the lower of average cost or net realizable value. Property, Plant and Equipment — Property, plant and equipment are recorded at historical cost and are depreciated over estimated useful lives using the straight-line method. Buildings and machinery and equipment are depreciated over periods not exceeding 45 years and 20 years, respectively. Assets are evaluated for impairment when conditions indicate that the carrying value may not be recoverable. Such conditions include significant adverse changes in business climate or a plan of disposal. Repairs and maintenance are charged to expense as incurred. Goodwill and Intangible Assets — Goodwill and intangible assets deemed to have indefinite lives are not amortized but rather are tested at least annually in the fourth quarter for impairment, or more often if events or changes in circumstances indicate that the carrying amount of the asset may be impaired. Goodwill is tested for impairment at the reporting unit level. A reporting unit represents an operating segment or a component of an operating segment. Goodwill is tested for impairment by either performing a qualitative evaluation or a quantitative test. The qualitative evaluation is an assessment of factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount, including goodwill. We may elect not to perform the qualitative assessment for some or all reporting units and perform a quantitative impairment test. Fair value is determined based on discounted cash flow analyses. The discounted estimates of future cash flows include significant management assumptions such as revenue growth rates, operating margins, weighted average costs of capital and future economic and market conditions. If the carrying value of the reporting unit exceeds fair value, goodwill is considered impaired. An impairment charge is recognized for the amount by which the carrying value of the reporting unit exceeds fair value, limited to the amount of goodwill in the reporting unit. Indefinite-lived intangible assets are tested for impairment by comparing the fair value of the asset to the carrying 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. If the carrying value exceeds fair value, an impairment charge will be recorded to reduce the asset to fair value. Intangible assets with definite lives are amortized over their estimated useful lives and are reviewed for impairment as events or changes in circumstances occur indicating that the carrying value of the asset may not be recoverable. Undiscounted cash flow analyses are used to determine if the carrying amount of the asset is recoverable. If impairment is determined to exist, the charge is calculated based on estimated fair value. 44 See Note 6 for more information. Leases — We determine if an agreement is or contains a lease at inception by evaluating if an identified asset exists that we control for a period of time. When a lease exists, we record a right-of-use (ROU) asset and a corresponding lease liability on our Consolidated Balance Sheets. ROU assets represent our right to use an underlying asset for the lease term and the corresponding liabilities represent an obligation to make lease payments during the term. We have elected not to record leases with a term of 12 months or less on our Consolidated Balance Sheets. ROU assets are recorded on our Consolidated Balance Sheets at lease commencement based on the present value of the corresponding liabilities and are adjusted for any prepayments, lease incentives received, or initial direct costs incurred. To calculate the present value of our lease liabilities, we use a country-specific collateralized incremental borrowing rate based on the lease term at commencement. The measurement of our ROU assets and liabilities includes all fixed payments and any variable payments based on an index or rate. Our leases generally include options to extend or terminate use of the underlying assets. These options are included in the lease term used to determine ROU assets and corresponding liabilities when we are reasonably certain we will exercise. Our lease arrangements typically include non-lease components, such as common area maintenance and labor. We account for each lease and any non-lease components associated with that lease as a single lease component for all underlying asset classes with the exception of certain production assets. Accordingly, all costs associated with a lease contract are disclosed as lease costs. This includes any variable payments that are not dependent on an index or a rate and which are expensed as incurred. Operating leases expense is recognized on a straight-line basis over the lease term with the expense recorded in Cost of products sold, Marketing and selling expenses, or Administrative expenses depending on the nature of the leased item. For finance leases, the amortization of ROU lease assets is recognized on a straight-line basis over the shorter of the estimated useful life of the underlying asset or the lease term in Cost of products sold, Marketing and selling expenses, or Administrative expenses depending on the nature of the leased item. Interest expense on finance lease obligations is recorded using the effective interest method over the lease term and is recorded in Interest expense. All operating lease cash payments and interest on finance leases are recorded within Net cash provided by operating activities and all finance lease principal payments are recorded within Net cash used in financing activities in our Consolidated Statements of Cash Flows. See Note 11 for more information. Derivative Financial Instruments — We use derivative financial instruments primarily for purposes of hedging exposures to fluctuations in foreign currency exchange rates, interest rates, commodities and equity-linked employee benefit obligations. We enter into these derivative contracts for periods consistent with the related underlying exposures, and the contracts do not constitute positions independent of those exposures. We do not enter into derivative contracts for speculative purposes and do not use leveraged instruments. Our derivative programs include strategies that qualify and strategies that do not qualify for hedge accounting treatment. To qualify for hedge accounting, the hedging relationship, both at inception of the hedge and on an ongoing basis, is expected to be highly effective in achieving offsetting changes in the fair value of the hedged risk during the period that the hedge is designated. All derivatives are recognized on the balance sheet at fair value. For derivatives that qualify for hedge accounting, we designate the derivative as a hedge of the fair value of a recognized asset or liability or a firm commitment (fair-value hedge) or a hedge of a forecasted transaction or of the variability of cash flows to be received or paid related to a recognized asset or liability (cash-flow hedge). Some derivatives may also be considered natural hedging instruments (changes in fair value act as economic offsets to changes in fair value of the underlying hedged item) and are not designated for hedge accounting. Changes in the fair value on the portion of the derivative included in the assessment of hedge effectiveness of a fair-value hedge, along with the gain or loss on the underlying hedged asset or liability (including losses or gains on firm commitments), are recorded in current-period earnings. 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). Changes in the fair value of derivatives that are not designated for hedge accounting are recognized in current-period earnings. Cash flows from derivative contracts are included in Net cash provided by operating activities. 45 Advertising Production Costs — Advertising production costs are expensed in the period that the advertisement first takes place or when a decision is made not to use an advertisement. Research and Development Costs — The costs of research and development are expensed as incurred. Costs include expenditures for new product and manufacturing process innovation, and improvements to existing products and processes. Costs primarily consist of salaries, wages, consulting, and depreciation and maintenance of research facilities and equipment. Income Taxes — Deferred tax assets and liabilities are recognized for the future impact of differences between the financial statement carrying amounts of assets and liabilities and their respective tax bases, as well as for operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Valuation allowances are recorded to reduce deferred tax assets when it is more likely than not that a tax benefit will not be realized. 2. Recent Accounting Pronouncements Recently Adopted In December 2019, the Financial Accounting Standards Board (FASB) issued guidance on simplifying the accounting for income taxes. The guidance removes certain exceptions to the general principles of accounting for income taxes and also improves consistent application of accounting by clarifying or amending existing guidance. We adopted the guidance in the first quarter of 2022. The adoption did not have an impact on our consolidated financial statements. In September 2022, the FASB issued guidance that enhances the transparency of supplier finance programs by requiring disclosure of the key terms of these programs and a related rollforward of these obligations to understand the effect on working capital, liquidity and cash flows. The guidance is effective for fiscal years beginning after December 15, 2022, including interim periods in those fiscal years, except for the rollforward requirement, which is effective for fiscal years beginning after December 15, 2023. Early adoption is permitted. We adopted the guidance in the fourth quarter of 2023, with the exception of the rollforward information. The adoption did not have a material impact on our consolidated financial statements. See Note 19 for additional information. Accounting Pronouncements Not Yet Adopted In November 2023, the FASB issued guidance to improve reportable segment disclosures, primarily through enhanced disclosures about significant segment expenses. In addition, the guidance enhances interim disclosure requirements, clarifies circumstances in which an entity can disclose multiple segment measures of profit or loss, provides new segment disclosure requirements for entities with a single reportable segment and contains other disclosure requirements. The purpose of the guidance is to enable investors to better understand an entity’s overall performance and assess potential future cash flows. The guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. We are currently evaluating the impact that the new guidance will have on our consolidated financial statements. In December 2023, the FASB issued guidance to improve income tax disclosures by requiring disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid. The guidance is effective for annual periods beginning after December 15, 2024. The guidance should be applied on a prospective basis with the option to apply the standard retrospectively. Early adoption is permitted. We are currently evaluating the impact that the new guidance will have on our consolidated financial statements. 46 3. Acquisition On August 7, 2023 , we entered into a merger agreement to acquire Sovos Brands, Inc. (Sovos Brands) for $ 23.00 per share. On March 12, 2024 , we completed the acquisition. Sovos Brands' portfolio includes a variety of pasta sauces, dry pasta, soups, frozen entrées, frozen pizza and yogurts, all of which are sold in North America under the brand names Rao’s, Michael Angelo’s and noosa . Total purchase consideration was $ 2.899 billion, which was determined as follows: (Millions) Cash consideration paid to Sovos Brands shareholders (1) $ 2,307 Cash paid for share-based awards (2) 32 Cash consideration paid directly to shareholders $ 2,339 Cash paid for transaction costs of Sovos Brands 32 Repayment of Sovos Brands existing indebtedness and accrued interest 486 Total cash consideration $ 2,857 Fair value of replacement share-based awards (3) 42 Total consideration $ 2,899 ___________________________________________ (1) Consideration paid to Sovos Brands shareholders which reflects $ 23.00 per share. (2) Represents cash paid to equity award holders of Sovos Brands restricted stock and restricted stock unit awards attributable to pre-combination service. This excludes $3 million of cash paid that was recognized as expense. (3) We issued replacement equity awards in settlement of certain Sovos Brands equity awards that did not become vested in connection with the acquisition. The portion of fair value of the replacement awards attributable to pre-combination service was $ 42 million and is included in the purchase consideration. We recognized $ 26 million of expense related to accelerated vesting of certain replacement awards. The cash portion of the acquisition was funded through a Delayed Draw Term Loan Credit Agreement (the 2024 DDTL Credit Agreement) of $ 2 billion and cash on hand. See Note 13 for additional information. The table below presents the fair value that was allocated to acquired assets and assumed liabilities: (Millions) Estimated Fair Value Cash $ 240 Accounts receivable 96 Inventories 130 Other current assets 5 Plant assets 100 Other intangible assets 1,776 Other assets 16 Total assets acquired $ 2,363 Accounts payable $ 96 Accrued liabilities 56 Accrued income taxes 1 Long-term debt 9 Deferred taxes 407 Other liabilities 11 Total liabilities assumed $ 580 Net assets acquired $ 1,783 Goodwill 1,116 Total consideration $ 2,899 The excess of the purchase price over the estimated fair values of identifiable net assets was recorded as $ 1.116 billion of goodwill. The goodwill is not deductible for tax purposes. The goodwill was primarily attributable to future growth opportunities, anticipated synergies, and intangible assets that did not qualify for separate recognition. The goodwill is included in the Meals & Beverages segment. 47 The purchase price allocation of Sovos Brands is preliminary and is subject to the finalization of certain items, including valuations and tax balances, which will be completed within the allowable measurement period. The identifiable intangible assets of Sovos Brands consist of: (Millions) Type Life in Years Value Trademarks Non-amortizable Indefinite $ 1,470 Trademarks Amortizable 20 76 Customer relationships Amortizable 20 to 30 230 Total identifiable intangible assets $ 1,776 The fair value of trademarks 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. As of July 28, 2024, Sovos Brands amortizable intangible assets had a weighted-average remaining useful life of 27 years. We incurred transaction costs and integration costs, including costs to achieve synergies, of $ 128 million associated with the Sovos Brands acquisition in 2024. Approximately $ 35 million represented transaction costs, including outside advisory costs, recorded in Other expenses / (income). In addition, we recognized $ 2 million in Interest expense related to financing fees associated with the 2024 DDTL Credit Agreement. Integration costs included expenses associated with accelerated vesting of replacement awards, severance and retention bonuses, amortization of the acquisition date fair value adjustment to inventories and other costs. Integration costs recognized in 2024 included the following: • $ 18 million in Costs of products sold, $ 17 million of which related to the amortization of the acquisition date fair value adjustment to inventories; • $ 3 million of Marketing and selling expenses; • $ 47 million of Administrative expenses; • $ 2 million of Research and development expenses; and • $ 21 million of Restructuring charges to achieve synergies. See Note 8 for additional information. For the period March 12, 2024 through July 28, 2024, the Sovos Brands acquisition contributed $ 423 million to Net sales and a loss of $ 84 million to Net earnings, including the effect of transaction and integration costs and interest expense on the debt to finance the acquisition. The following unaudited summary information is presented on a consolidated pro forma basis as if the Sovos Brands acquisition had occurred on August 1, 2022: (Millions) 2024 2023 Net sales $ 10,354 $ 10,316 Net earnings attributable to Campbell Soup Company $ 592 $ 677 The pro forma results are not necessarily indicative of the combined results had the Sovos Brands acquisition been completed on August 1, 2022, nor are they indicative of future combined results. The pro forma amounts include adjustments to interest expense for financing the acquisition, to amortization and depreciation expense based on the estimated fair value and useful lives of intangible assets and plant assets, and related tax effects. The pro forma results include adjustments to reflect amortization of the acquisition date fair value adjustment to inventories, expenses related to accelerated vesting of replacement awards and severance and retention bonuses as of August 1, 2022. 4. Divestiture On May 30, 2023, we completed the sale of our Emerald nuts business for $ 41 million. We recognized a pre- and after-tax loss on the sale of $ 13 million. In connection with the sale, we provided certain transition services to support the business. The business had net sales of $ 51 million in 2023 and $ 66 million in 2022. Earnings were not material in the periods. The results of the business through the date of sale were reflected within the Snacks reportable segment. 48 5. Accumulated Other Comprehensive Income (Loss) The components of Accumulated other comprehensive income (loss) consisted of the following: (Millions) Foreign Currency Translation Adjustments (1) Cash-Flow Hedges (2) Pension and Postretirement Benefit Plan Adjustments (3) Total Accumulated Comprehensive Income (Loss) Balance at August 1, 2021 $ 6 $ ( 4 ) $ 3 $ 5 Other comprehensive income (loss) before reclassifications ( 6 ) 14 — 8 Losses (gains) reclassified from accumulated other comprehensive income (loss) — ( 10 ) ( 1 ) ( 11 ) Net current-period other comprehensive income (loss) ( 6 ) 4 ( 1 ) ( 3 ) Balance at July 31, 2022 $ — $ — $ 2 $ 2 Other comprehensive income (loss) before reclassifications ( 1 ) 4 — 3 Losses (gains) reclassified from accumulated other comprehensive income (loss) — ( 8 ) — ( 8 ) Net current-period other comprehensive income (loss) ( 1 ) ( 4 ) — ( 5 ) Balance at July 30, 2023 $ ( 1 ) $ ( 4 ) $ 2 $ ( 3 ) Other comprehensive income (loss) before reclassifications ( 9 ) ( 4 ) — ( 13 ) Losses (gains) reclassified from accumulated other comprehensive income (loss) — ( 1 ) — ( 1 ) Net current-period other comprehensive income (loss) ( 9 ) ( 5 ) — ( 14 ) Balance at July 28, 2024 $ ( 10 ) $ ( 9 ) $ 2 $ ( 17 ) _____________________________________ (1) Included no tax as of July 28, 2024, July 30, 2023, July 31, 2022, and August 1, 2021. (2) Included a tax benefit of $ 2 million as of July 28, 2024, and $ 1 million as of July 30, 2023, no tax as of July 31, 2022, and a tax benefit of $ 1 million as of August 1, 2021. (3) Included tax expense of $ 1 million as of July 28, 2024, July 30, 2023, July 31, 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: (Millions) 2024 2023 2022 Location of Loss (Gain) Recognized in Earnings Losses (gains) on cash-flow hedges: Commodity contracts $ — $ ( 3 ) $ ( 14 ) Cost of products sold Foreign exchange contracts ( 3 ) ( 8 ) 1 Cost of products sold Forward starting interest rate swaps 2 1 1 Interest expense Total before tax ( 1 ) ( 10 ) ( 12 ) Tax expense (benefit) — 2 2 Loss (gain), net of tax $ ( 1 ) $ ( 8 ) $ ( 10 ) Pension and postretirement benefit adjustments: Prior service credit $ — $ — $ ( 1 ) Other expenses / (income) Tax expense (benefit) — — — Loss (gain), net of tax $ — $ — $ ( 1 ) 49 6. Goodwill and Intangible Assets Goodwill The following table shows the changes in the carrying amount of goodwill: (Millions) Meals & Beverages Snacks Total Net balance at July 31, 2022 $ 993 $ 2,986 $ 3,979 Divestiture (1) — ( 11 ) ( 11 ) Foreign currency translation adjustment ( 3 ) — ( 3 ) Net balance at July 30, 2023 $ 990 $ 2,975 $ 3,965 Acquisition (2) 1,116 — 1,116 Foreign currency translation adjustment ( 4 ) — ( 4 ) Net balance at July 28, 2024 $ 2,102 $ 2,975 $ 5,077 _____________________________________ (1) See Note 4 for additional information on the sale of the Emerald nuts business. (2) See Note 3 for additional information on the acquisition of Sovos Brands. Intangible Assets The following table summarizes balance sheet information for intangible assets, excluding goodwill: 2024 2023 (Millions) Cost Accumulated Amortization Net Cost Accumulated Amortization Net Amortizable intangible assets Customer relationships (1) $ 1,060 $ ( 300 ) $ 760 $ 830 $ ( 229 ) $ 601 Definite-lived trademarks (1) 76 ( 2 ) 74 — — — Total amortizable intangible assets $ 1,136 $ ( 302 ) $ 834 $ 830 $ ( 229 ) $ 601 Indefinite-lived trademarks Rao's (1) $ 1,470 $ — Snyder's of Hanover 620 620 Lance 350 350 Kettle Brand 318 318 Pace 292 292 Pacific Foods 280 280 Cape Cod 187 187 Various other Snacks (2) 365 494 Total indefinite-lived trademarks $ 3,882 $ 2,541 Total net intangible assets $ 4,716 $ 3,142 _____________________________________ (1) As part of the Sovos Brands acquisition, we acquired the Rao's indefinite-lived trademark of $ 1.47 billion, customer relationships of $ 230 million and definite-lived trademarks of $ 76 million. See Note 3 for additional information. (2) Associated with the acquisition of Snyder's-Lance, Inc. (Snyder's-Lance) and includes the Pop Secret and Allied brands trademarks. Amortization expense was $ 73 million for 2024, $ 48 million for 2023 and $ 41 million for 2022. Amortization expense in 2024 and 2023 included accelerated amortization expense of $ 27 million and $ 7 million, respectively, on customer relationships which began in the fourth quarter of 2023 due to the loss of certain contract manufacturing customers. As of July 28, 2024, amortizable intangible assets had a weighted-average remaining useful life of 19 years. Amortization expense is estimated to be approximately $ 71 million in 2025 and $ 46 million per year for the following four years. 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. In the fourth quarter of 2024, based on recent performance, we reevaluated the position of the 50 Allied brands within our portfolio and lowered our near-term and long-term outlook for future sales and operating performance. As of July 28, 2024, the carrying value of the Allied brands trademark was $ 43 million. In the fourth quarter of 2024, we performed an 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. As a result of these factors, in the fourth quarter of 2024, we reduced 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. The impairment charges were recorded in Other expenses / (income) in the Consolidated Statement of Earnings. The $ 1.47 billion carrying value of the Rao's trademark associated with the Sovos Brands acquisition approximates fair value. Excluding the carrying value of the Rao's trademark and the Pop Secret trademark, as of the 2024 annual impairment testing, indefinite-lived trademarks with approximately 10% or less of excess coverage of fair value over carrying value had an aggregate carrying value of $ 1.293 billion and included the Snyder's of Hanover , Pace , Pacific Foods and certain other Snacks trademarks. 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, 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 actual cash flows could differ materially from management’s estimates due to changes in business conditions, operating performance and economic conditions. 7. Segment Information Our reportable segments are as follows: • Meals & Beverages, which consists of our soup, simple meals and beverages products in retail and foodservice in the U.S. and Canada. 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 also includes snacking products in foodservice and Canada; and • Snacks, which consists of Pepperidge Farm cookies*, crackers, fresh bakery and frozen products, including Goldfish crackers*, Snyder’s of Hanover pretzels*, Lance sandwich crackers*, Cape Cod potato chips*, Kettle Brand potato chips*, Late July snacks*, Snack Factory pretzel crisps*, and other snacking products in retail in the U.S. We refer to the * brands as our "power brands." The segment also 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. We evaluate segment performance before interest, taxes and costs associated with restructuring activities, cost savings and optimization initiatives, impairment charges and corporate expenses. Unrealized gains and losses on outstanding undesignated commodity hedging activities are excluded from segment operating earnings and are recorded in Corporate as these open positions represent hedges of future purchases. Upon closing of the contracts, the realized gain or loss is transferred to segment operating earnings, which allows the segments to reflect the economic effects of the hedge without exposure to quarterly volatility of unrealized gains and losses. Only the service cost component of pension and postretirement expense is allocated to segments. All other components of expense, including interest cost, expected return on assets, amortization of prior service credits and recognized actuarial gains and losses are reflected in Corporate and not included in segment operating results. Asset information by segment is not discretely maintained for internal reporting or used in evaluating performance. Our largest customer, Wal-Mart Stores, Inc. and its affiliates, accounted for approximately 22 % of consolidated net sales in 2024, 2023, and 2022. Both of our reportable segments sold products to Wal-Mart Stores, Inc. or its affiliates. (Millions) 2024 2023 2022 Net sales Meals & Beverages $ 5,258 $ 4,907 $ 4,607 Snacks 4,378 4,450 3,955 Total $ 9,636 $ 9,357 $ 8,562 51 (Millions) 2024 2023 2022 Earnings before interest and taxes Meals & Beverages $ 974 $ 894 $ 874 Snacks 648 640 517 Corporate income (expense) (1) ( 584 ) ( 206 ) ( 223 ) Restructuring charges (2) ( 38 ) ( 16 ) ( 5 ) Total $ 1,000 $ 1,312 $ 1,163 (Millions) 2024 2023 2022 Depreciation and amortization Meals & Beverages $ 163 $ 151 $ 131 Snacks 228 211 185 Corporate (3) 20 25 21 Total $ 411 $ 387 $ 337 (Millions) 2024 2023 2022 Capital expenditures Meals & Beverages $ 147 $ 129 $ 76 Snacks 279 199 120 Corporate (3) 91 42 46 Total $ 517 $ 370 $ 242 _______________________________________ (1) Represents unallocated items. Pension and postretirement actuarial gains and losses are included in Corporate. There were actuarial losses of $ 33 million in 2024, gains of $ 15 million in 2023, and losses of $ 44 million in 2022. Costs related to the cost savings and optimization initiatives were $ 92 million, $ 50 million and $ 26 million in 2024, 2023 and 2022, respectively. Unrealized mark-to-market adjustments on outstanding undesignated commodity hedges were losses of $ 22 million in 2024, gains of $ 21 million in 2023, and losses of $ 59 million in 2022. Accelerated amortization expense related to customer relationship intangible assets was $ 27 million and $ 7 million in 2024 and 2023, respectively. Costs associated with the acquisition of Sovos Brands were $ 105 million and $ 5 million in 2024 and 2023, respectively. Intangible asset impairment charges were $ 129 million in 2024. Costs of $ 3 million related to a cybersecurity incident were included in 2024. Litigation expenses related to the Plum baby food and snacks business, which was divested on May, 3, 2021, and certain other litigation matters were $ 5 million and were included in 2024. A loss of $ 13 million on the sale of our Emerald nuts business was included in 2023. (2) See Note 8 for additional information. (3) Represents primarily corporate offices and enterprise-wide information technology systems. Our net sales based on product categories are as follows: (Millions) 2024 2023 2022 Net sales Soup $ 2,709 $ 2,740 $ 2,615 Snacks 4,597 4,643 4,103 Other simple meals 1,618 1,205 1,091 Beverages 712 769 753 Total $ 9,636 $ 9,357 $ 8,562 Soup includes various soup, broths and stock products. Snacks include cookies, pretzels, crackers, popcorn, potato chips, tortilla chips and other salty snacks and baked products. Other simple meals include sauces, yogurts, pasta, frozen entrées, canned poultry, frozen pizza, gravies and beans. Beverages include V8 juices and beverages, Campbell’s tomato juice and Pacific Foods non-dairy beverages. We are a North American focused company with over 90 % of our net sales and long-lived assets related to our U.S. operations. 52 8. Restructuring Charges, Cost Savings Initiatives and Other Optimization Initiatives Multi-year Cost Savings Initiatives and Snyder's-Lance Cost Transformation Program and Integration Continuing Operations Beginning in 2015, we implemented initiatives to reduce costs and to streamline our organizational structure. Over the years, we expanded these initiatives by continuing to optimize our supply chain and manufacturing networks, as well as our information technology infrastructure. On March 26, 2018, we completed the acquisition of Snyder's-Lance. Prior to the acquisition, Snyder's-Lance launched a cost transformation program following a comprehensive review of its operations with the goal of significantly improving its financial performance. We continued to implement this program and identified opportunities for additional cost synergies as we integrated Snyder's-Lance. In 2022, we expanded these initiatives as we continued 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. A summary of the pre-tax charges recorded in the Consolidated Statements of Earnings related to these initiatives is as follows: (Millions) 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 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. In addition, we invested $ 543 million in capital expenditures as of July 28, 2024. The capital expenditures primarily related to a U.S. warehouse optimization project, improvement of quality, safety and cost structure across the Snyder’s-Lance manufacturing network, optimization of production within our Meals & Beverages manufacturing network, optimization of information technology infrastructure and applications, implementation of our existing SAP enterprise-resource planning system for Snyder's-Lance, enhancements to our headquarters in Camden, New Jersey, and optimization of the Snyder’s-Lance warehouse and distribution network. 53 A summary of the restructuring activity and related reserves at July 28, 2024, is as follows: (Millions) Severance Pay and Benefits Implementation Costs and Other Related Costs (3) Asset Impairment/Accelerated Depreciation Other Non-Cash Exit Costs (4) Total Charges Accrued balance at July 31, 2022 $ 7 2023 charges 13 26 24 3 $ 66 2023 cash payments ( 7 ) Accrued balance at July 30, 2023 (1) $ 13 2024 charges 13 41 28 22 $ 104 2024 cash payments ( 8 ) Accrued balance at July 28, 2024 (2) $ 18 _______________________________________ (1) Includes $ 7 million of severance pay and benefits recorded in Other liabilities in the Consolidated Balance Sheet. (2) Includes $ 7 million of severance pay and benefits recorded in Other liabilities in the Consolidated Balance Sheet. (3) Includes other costs recognized as incurred that are not reflected in the restructuring reserves in the Consolidated Balance Sheets. The costs are included in Administrative expenses, Cost of products sold, Marketing and selling expenses and Research and development expenses in the Consolidated Statements of Earnings. (4) Includes non-cash costs that are not reflected in the restructuring reserves in the Consolidated Balance Sheets. Segment operating results do not include restructuring charges, implementation costs and other related costs because we evaluate segment performance excluding such charges. A summary of the pre-tax costs associated with segments is as follows: (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 saving initiatives and Snyder's-Lance cost transformation program and integration. 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. In 2024, we recorded Restructuring charges of $ 21 million related to initiatives to achieve the synergies. The charges incurred in 2024 were associated with the Meals & Beverages segment. A summary of the restructuring activity and related reserves associated with the Sovos Brands integration at July 28, 2024, is as follows: (Millions) Severance Pay and Benefits 2024 charges $ 21 2024 cash payments ( 3 ) Accrued balance at July 28, 2024 (1) $ 18 __________________________________ (1) Includes $ 5 million of severance pay and benefits recorded in Other liabilities in the Consolidated Balance Sheet. Beginning in 2025, the initiatives to achieve synergies will be incorporated into the new cost savings initiatives described below. 54 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. 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. Cost estimates for these new initiatives, as well as timing for certain activities, are continuing to be developed. The total estimated pre-tax costs for actions that have been identified to date are approximately $ 180 million and we expect to incur substantially all of the costs through 2028. These estimates will be updated as the detailed plans are developed. We expect the costs for the actions that have been identified to date to consist of the following: approximately $ 25 million in severance pay and benefits; approximately $ 45 million in asset impairment and accelerated depreciation; and approximately $ 110 million in implementation costs and other related costs. We expect these pre-tax costs to be associated with our segments as follows: Meals & Beverages - approximately 80 %; Snacks - approximately 5 % and Corporate - approximately 15 %. Of the aggregate $ 180 million of pre-tax costs identified to date, we expect approximately $ 135 million will be cash expenditures. In addition, we expect to invest approximately $ 235 million in capital expenditures. Other Optimization Initiatives In the second quarter of 2024, we began implementation of a new initiative to improve the effectiveness of our Snacks direct-store-delivery route-to-market network. Pursuant to this initiative we will purchase certain Pepperidge Farm and Snyder's-Lance routes where there are opportunities to unlock greater scale in select markets, combine them and sell the combined routes to independent contractor distributors. We expect to execute this program in a staggered rollout and to incur expenses of up to approximately $ 115 million through 2029. In 2024, we incurred $ 5 million in Marketing and selling expenses related to this initiative. 9. Earnings per Share (EPS) 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 2024 and 2023 excludes less than 1 million stock options that would have been antidilutive. The earnings per share calculation for 2022 excludes approximately 1 million stock options that would have been antidilutive. 10. Pension and Postretirement Benefits Pension Benefits — We sponsor a number of noncontributory defined benefit pension plans to provide retirement benefits to eligible U.S. and non-U.S. employees. The benefits provided under these plans are based primarily on years of service and compensation levels. Benefits are paid from funds previously provided to trustees or are paid directly by us from general funds. In 1999, we implemented significant amendments to certain U.S. pension plans. Under a new formula, retirement benefits are determined based on percentages of annual pay and age. To minimize the impact of converting to the new formula, service and earnings credit continued to accrue for fifteen years for certain active employees participating in the plans under the old formula prior to the amendments. Employees will receive the benefit from either the new or old formula, whichever is higher. Effective as of January 1, 2011, our U.S. pension plans were amended so that employees hired or rehired on or after that date and who are not covered by collective bargaining agreements will not be eligible to participate in the plans. All collective bargaining units adopted this amendment by December 31, 2011. In June 2023, we settled $ 245 million of our pension benefit obligations associated with approximately 6,000 retired participants that were receiving benefits within our U.S. defined benefit pension plans. A group annuity contract was purchased on behalf of these participants with a third-party insurance provider and funded directly by $ 241 million from the assets of our pension plans, resulting in an actuarial gain of $ 4 million. Postretirement Benefits — We provide postretirement benefits, including health care and life insurance to eligible retired U.S. employees, and where applicable, their dependents. Accordingly, we sponsor a retiree medical program for eligible retired U.S. employees and fund applicable retiree medical accounts intended to provide reimbursement for eligible health care expenses on a tax-favored basis for retirees who satisfy certain eligibility requirements. Effective as of January 1, 2019, we no longer sponsor our own retiree medical coverage for substantially all retired U.S. employees that are Medicare eligible. Instead, we offer these Medicare-eligible retirees access to health care coverage through a private exchange and offer a health reimbursement account to subsidize benefits for a select group of such retirees. We also provide postretirement life insurance to all eligible U.S. employees who retired prior to January 1, 2018, as well as certain eligible retired employees covered by one of our collective bargaining agreements who retired prior to January 1, 2023. 55 Determining net periodic benefit expense (income) is dependent on various actuarial assumptions, including discount rates, expected return on plan assets, compensation increases, turnover rates and health care trend rates. Actuarial gains and losses are recognized immediately in Other expenses / (income) in the Consolidated Statements of Earnings as of the measurement date, which is our fiscal year end, or more frequently if an interim remeasurement is required. We use the fair value of plan assets to calculate the expected return on plan assets. Components of net periodic benefit expense (income) were as follows: Pension Postretirement (Millions) 2024 2023 2022 2024 2023 2022 Service cost $ 13 $ 13 $ 16 $ — $ — $ — Interest cost 65 73 49 8 7 3 Expected return on plan assets ( 80 ) ( 100 ) ( 118 ) — — — Amortization of prior service credit — 1 — — ( 1 ) ( 1 ) Actuarial losses (gains) 33 ( 6 ) 80 — ( 9 ) ( 36 ) Net periodic benefit expense (income) $ 31 $ ( 19 ) $ 27 $ 8 $ ( 3 ) $ ( 34 ) The components of net periodic benefit expense (income) other than the service cost component are included in Other expenses / (income) in the Consolidated Statements of Earnings. The pension 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 pension actuarial gains recognized in 2023 were primarily due to increases in discount rates used to determine the benefit obligation and the gain from the annuity settlement, partially offset by losses on plan assets and plan experience. The pension 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 postretirement actuarial gains recognized in 2023 and 2022 were primarily due to increases in discount rates used to determine the benefit obligation. Change in benefit obligation: Pension Postretirement (Millions) 2024 2023 2024 2023 Obligation at beginning of year $ 1,257 $ 1,737 $ 153 $ 172 Service cost 13 13 — — Interest cost 65 73 8 7 Actuarial losses (gains) 38 ( 108 ) — ( 9 ) Benefits paid ( 101 ) ( 104 ) ( 16 ) ( 17 ) Settlements — ( 352 ) — — Other ( 1 ) — — — Foreign currency adjustment ( 4 ) ( 2 ) — — Benefit obligation at end of year $ 1,267 $ 1,257 $ 145 $ 153 Change in the fair value of pension plan assets: (Millions) 2024 2023 Fair value at beginning of year $ 1,316 $ 1,763 Actual return on plan assets 86 ( 1 ) Employer contributions 1 1 Benefits paid ( 91 ) ( 91 ) Settlements — ( 352 ) Foreign currency adjustment ( 5 ) ( 4 ) Fair value at end of year $ 1,307 $ 1,316 56 Net amounts recognized in the Consolidated Balance Sheets: Pension Postretirement (Millions) 2024 2023 2024 2023 Other assets $ 143 $ 164 $ — $ — Accrued liabilities 10 10 17 18 Other liabilities 93 95 128 135 Net amounts recognized asset / (liability) $ 40 $ 59 $ ( 145 ) $ ( 153 ) Amounts recognized in Accumulated other comprehensive income (loss) consist of: (Millions) Postretirement 2024 2023 Prior service credit (cost) $ 3 $ 3 The following table provides information for pension plans with projected benefit obligations in excess of plan assets and accumulated benefit obligations in excess of plan assets: (Millions) 2024 2023 Projected benefit obligation $ 103 $ 105 Accumulated benefit obligation $ 102 $ 104 Fair value of plan assets $ — $ — The accumulated benefit obligation for all pension plans was $ 1.247 billion at July 28, 2024, and $ 1.24 billion at July 30, 2023. Weighted-average assumptions used to determine benefit obligations at the end of the year: Pension Postretirement 2024 2023 2024 2023 Discount rate 5.28 % 5.46 % 5.23 % 5.47 % Rate of compensation increase 3.23 % 3.23 % 3.25 % 3.25 % Interest crediting rate 4.00 % 4.00 % Not applicable Weighted-average assumptions used to determine net periodic benefit cost for the years ended: Pension 2024 2023 2022 Discount rate 5.46 % 5.03 % 3.13 % Expected return on plan assets 6.38 % 6.40 % 5.82 % Rate of compensation increase 3.23 % 3.23 % 3.23 % Interest crediting rate 4.00 % 4.00 % 4.00 % The discount rate is established as of the measurement date. In establishing the discount rate, we review published market indices of high-quality debt securities, adjusted as appropriate for duration. In addition, independent actuaries apply high-quality bond yield curves to the expected benefit payments of the plans. The expected return on plan assets is a long-term assumption based upon historical experience and expected future performance, considering our current and projected investment mix. This estimate is based on an estimate of future inflation, long-term projected real returns for each asset class and a premium for active management. The discount rate used to determine net periodic postretirement expense was 5.47 % in 2024, 4.48 % in 2023, and 2.37 % in 2022. Assumed health care cost trend rates at the end of the year: 2024 2023 Health care cost trend rate assumed for next year 6.50 % 6.50 % Rate to which the cost trend rate is assumed to decline (ultimate trend rate) 5.00 % 5.00 % Year that the rate reaches the ultimate trend rate 2030 2030 57 Pension Plan Assets The fundamental goal underlying the investment policy is to ensure that the assets of the plans are invested in a prudent manner to earn a rate of return over time to meet the obligations of the plans as these obligations come due. The primary investment objectives include providing a total return which will promote the goal of benefit security by attaining an appropriate ratio of plan assets to plan obligations, to provide for real asset growth while also tracking plan obligations, to diversify investments across and within asset classes, to reduce volatility of pension assets relative to pension liabilities, and to follow investment practices that comply with applicable laws and regulations. The primary policy objectives will be met by investing assets to achieve a reasonable tradeoff between return and risk relative to plan obligations, including investing a portion of the assets in funds selected in part to hedge the interest rate sensitivity to plan obligations. The portfolio includes investments in the following asset classes: fixed income, equity, real estate and alternatives. Fixed income investments provide a moderate expected return and hedge the exposure to interest rate risk of the plans’ obligations. Equities are used for their high expected return. Additional asset classes are used to provide diversification. Asset allocation is monitored on an ongoing basis relative to the established asset class targets. The interaction between plan assets and benefit obligations is periodically studied to assist in the establishment of strategic asset allocation targets. A key element of our investment strategy is to reduce our funded status risk in part through appropriate asset allocation within our plan assets. The investment policy permits variances from the targets within certain parameters. Asset rebalancing occurs when the underlying asset class allocations move outside these parameters, at which time the asset allocation is rebalanced back to the policy target weight. Our year-end pension plan weighted-average asset allocations by category were: Strategic Target 2024 2023 Equity securities 20 % 20 % 27 % Debt securities 74 % 73 % 66 % Real estate and other 6 % 7 % 7 % Total 100 % 100 % 100 % Pension plan assets are categorized based on the following fair value hierarchy: • Level 1: Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. • Level 2: Inputs other than quoted prices included in Level 1 that are observable for the asset or liability through corroboration with observable market data. • Level 3: Unobservable inputs, which are valued based on our estimates of assumptions that market participants would use in pricing the asset or liability. 58 The following table presents our pension plan assets by asset category at July 28, 2024, and July 30, 2023: Fair Value as of July 28, 2024 Fair Value Measurements at July 28, 2024 Using Fair Value Hierarchy Fair Value as of July 30, 2023 Fair Value Measurements at July 30, 2023 Using Fair Value Hierarchy (Millions) Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Short-term investments $ 3 $ 1 $ 2 $ — $ 7 $ 3 $ 4 $ — Equities: U.S. 1 — 1 — 53 51 2 — Non-U.S. — — — — 116 115 1 — Corporate bonds: U.S. 416 — 416 — 448 — 448 — Non-U.S. 85 — 85 — 87 — 87 — Government and agency bonds: U.S. 326 — 326 — 183 — 183 — Non-U.S. 16 — 16 — 14 — 14 — Municipal bonds 4 — 4 — 15 — 15 — Mortgage and asset backed securities — — — — 19 — 19 — Real estate 1 — — 1 2 1 — 1 Hedge funds 7 — — 7 8 — — 8 Derivative assets 1 — 1 — 4 — 4 — Derivative liabilities ( 1 ) — ( 1 ) — ( 3 ) — ( 3 ) — Total assets at fair value $ 859 $ 1 $ 850 $ 8 $ 953 $ 170 $ 774 $ 9 Investments measured at net asset value: Short-term investments $ 46 $ 69 Commingled equity funds 259 158 Commingled fixed income funds 77 79 Real estate 65 73 Hedge funds — 2 Total investments measured at net asset value: $ 447 $ 381 Other items to reconcile to fair value 1 ( 18 ) Total pension plan assets at fair value $ 1,307 $ 1,316 Short-term investments — Investments include cash and cash equivalents, and various short-term debt instruments and short-term investment funds. Institutional short-term investment vehicles valued daily are classified as Level 1 at cost which approximates market value. Short-term debt instruments are classified at Level 2 and are valued based on bid quotations and recent trade data for identical or similar obligations. Other investments valued based upon net asset value are included as a reconciling item to the fair value table. Equities — Generally common stocks and preferred stocks are classified as Level 1 and are valued using quoted market prices in active markets. Corporate bonds — These investments are valued based on quoted market prices, yield curves and pricing models using current market rates. Government and agency bonds — These investments are generally valued based on bid quotations and recent trade data for identical or similar obligations. Municipal bonds — These investments are valued based on quoted market prices, yield curves and pricing models using current market rates. Mortgage and asset backed securities — These investments are valued based on prices obtained from third party pricing sources. The prices from third party pricing sources may be based on bid quotes from dealers and recent trade data. Mortgage backed securities are traded in the over-the-counter market. 59 Real estate — Real estate investments consist of real estate investment trusts, property funds and limited partnerships. Real estate investment trusts are classified as Level 1 and are valued based on quoted market prices. Property funds are classified as either Level 2 or Level 3 depending upon whether liquidity is limited or there are few observable market participant transactions. Property funds are valued based on third party appraisals. Limited partnerships are valued based upon valuations provided by the general partners of the funds. The values of limited partnerships are based upon an assessment of each underlying investment, incorporating valuations that consider the evaluation of financing and sales transactions with third parties, expected cash flows and market-based information, including comparable transactions and performance multiples among other factors. The investments are classified as Level 3 since the valuation is determined using unobservable inputs. Real estate investments valued at net asset value are included as a reconciling item to the fair value table. Hedge funds — Hedge fund investments include hedge funds valued based upon a net asset value derived from the fair value of underlying securities. Hedge fund investments that are subject to liquidity restrictions or that are based on unobservable inputs are classified as Level 3. Hedge fund investments may include long and short positions in equity and fixed income securities, derivative instruments such as futures and options, commodities and other types of securities. Hedge fund investments valued at net asset value are included as a reconciling item to the fair value table. Derivatives — Derivative financial instruments include forward currency contracts, futures contracts, options contracts, interest rate swaps and credit default swaps. Derivative financial instruments are classified as Level 2 and are valued based on observable market transactions or prices. Commingled funds — Investments in commingled funds are not traded in active markets. Commingled funds are valued based on the net asset values of such funds and are included as a reconciling item to the fair value table. Other items to reconcile to fair value of plan assets included amounts due for securities sold, amounts payable for securities purchased and other payables. The following table summarizes the changes in fair value of Level 3 investments for the years ended July 28, 2024, and July 30, 2023: (Millions) Real Estate Hedge Funds Total Fair value at July 30, 2023 $ 1 $ 8 $ 9 Actual return on plan assets — ( 1 ) ( 1 ) Purchases, sales and settlements, net — — — Transfers out of Level 3 — — — Fair value at July 28, 2024 $ 1 $ 7 $ 8 (Millions) Real Estate Hedge Funds Total Fair value at July 31, 2022 $ 2 $ 11 $ 13 Actual return on plan assets — ( 1 ) ( 1 ) Purchases, sales and settlements, net ( 1 ) ( 2 ) ( 3 ) Transfers out of Level 3 — — — Fair value at July 30, 2023 $ 1 $ 8 $ 9 Estimated future benefit payments are as follows: (Millions) Pension Postretirement 2025 $ 130 $ 17 2026 $ 121 $ 16 2027 $ 115 $ 15 2028 $ 111 $ 14 2029 $ 105 $ 13 2030-2034 $ 484 $ 56 The estimated future benefit payments include payments from funded and unfunded plans. We do not expect contributions to pension plans to be material in 2025. Defined Contribution Plans — We sponsor a 401(k) Retirement Plan that covers substantially all U.S. employees and provide a matching contribution of 100 % of employee contributions up to 4 % of eligible compensation. In addition, for employees not eligible to participate in defined benefit plans that we sponsor, we provide a contribution equal to 3 % of eligible 60 compensation regardless of their participation in the 401(k) Retirement Plan. Amounts charged to Costs and expenses were $ 73 million in both 2024 and 2023, and $ 69 million in 2022. 11. Leases We lease warehouse and distribution facilities, office space, manufacturing facilities, equipment and vehicles, primarily through operating leases. Leases recorded on our Consolidated Balance Sheet have remaining terms primarily from 1 to 11 years. Our fleet leases generally include residual value guarantees that are assessed at lease inception in determining ROU assets and corresponding liabilities. No other significant restrictions or covenants are included in our leases. The components of lease costs were as follows: (Millions) 2024 2023 2022 Operating lease cost (1) $ 101 $ 86 $ 79 Finance lease - amortization of ROU assets 22 16 17 Finance lease - interest on lease liabilities 2 — — Short-term lease cost 66 64 56 Variable lease cost 217 207 202 Total $ 408 $ 373 $ 354 __________________________________________ (1) 2024 excludes costs associated with the cost savings initiatives described in Note 8. The following table summarizes the lease amounts recorded in the Consolidated Balance Sheets: Operating Leases (Millions) Balance Sheet Classification 2024 2023 ROU assets, net Other assets $ 333 $ 275 Lease liabilities (current) Accrued liabilities $ 90 $ 70 Lease liabilities (noncurrent) Other liabilities $ 268 $ 208 Financing Leases (Millions) Balance Sheet Classification 2024 2023 ROU assets, net Plant assets, net of depreciation $ 72 $ 27 Lease liabilities (current) Short-term borrowings $ 25 $ 13 Lease liabilities (noncurrent) Long-term debt $ 46 $ 15 Weighted-average lease terms and discount rates were as follows: 2024 2023 Operating Finance Operating Finance Weighted-average remaining term in years 4.8 8.2 5.1 2.6 Weighted-average discount rate 4.2 % 5.0 % 3.2 % 2.8 % 61 Future minimum lease payments are as follows: (Millions) Operating Finance 2025 $ 104 $ 28 2026 88 24 2027 71 8 2028 51 5 2029 43 4 Thereafter 41 18 Total future undiscounted lease payments 398 87 Less imputed interest 40 16 Total reported lease liability $ 358 $ 71 The following table summarizes cash flow and other information related to leases: (Millions) 2024 2023 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 95 $ 84 Operating cash flows from finance leases $ 2 $ — Financing cash flows from finance leases $ 20 $ 17 ROU assets obtained in exchange for lease obligations: Operating leases $ 153 $ 117 Finance leases $ 55 $ 17 ROU assets obtained with business acquired: Operating leases $ 15 $ — Finance leases $ 13 $ — 12. Taxes on Earnings The provision for income taxes on earnings consists of the following: (Millions) 2024 2023 2022 Income taxes: Currently payable: Federal $ 190 $ 229 $ 160 State 41 39 22 Non-U.S. 6 7 15 237 275 197 Deferred: Federal ( 37 ) ( 8 ) 29 State ( 9 ) 2 ( 6 ) Non-U.S. ( 1 ) 1 ( 2 ) ( 47 ) ( 5 ) 21 $ 190 $ 270 $ 218 62 (Millions) 2024 2023 2022 Earnings before income taxes: United States $ 735 $ 1,105 $ 948 Non-U.S. 22 23 27 $ 757 $ 1,128 $ 975 The following is a reconciliation of the effective income tax rate to the U.S. federal statutory income tax rate: 2024 2023 2022 Federal statutory income tax rate 21.0 % 21.0 % 21.0 % State income taxes (net of federal tax benefit) 3.2 2.9 2.2 Tax effect of international items ( 0.1 ) — 0.7 State income tax law changes ( 0.1 ) 0.1 ( 1.0 ) Nondeductible executive compensation (1) 1.5 0.4 0.5 Other ( 0.4 ) ( 0.5 ) ( 1.0 ) Effective income tax rate 25.1 % 23.9 % 22.4 % __________________________________________ (1) The increase in 2024 is associated with the acquisition of Sovos Brands. On August 16, 2022, the Inflation Reduction Act (IRA) was signed into law. The IRA introduces a corporate alternative minimum tax beginning in 2024, a 1% excise tax on share repurchases in excess of issuances after January 1, 2023, and several tax incentives to promote clean energy. Any excise tax incurred is recognized as part of the cost basis of the shares acquired in the Consolidated Statements of Equity. The provisions of the IRA did not have a material impact on our consolidated financial statements. Deferred tax liabilities and assets are comprised of the following: (Millions) 2024 2023 Depreciation $ 353 $ 340 Amortization 1,260 881 Operating lease ROU assets 86 69 Pension 34 39 Other 10 8 Deferred tax liabilities 1,743 1,337 Benefits and compensation 113 112 Pension benefits 24 25 Tax loss carryforwards 7 10 Capital loss carryforwards 24 114 Operating lease liabilities 91 69 Capitalized research and development 34 15 Other 55 56 Gross deferred tax assets 348 401 Deferred tax asset valuation allowance ( 29 ) ( 129 ) Deferred tax assets, net of valuation allowance 319 272 Net deferred tax liability $ 1,424 $ 1,065 At July 28, 2024, our U.S. and non-U.S. subsidiaries had tax loss carryforwards of approximately $ 145 million. Of these carryforwards, $ 13 million may be carried forward indefinitely, and $ 132 million expire between 2025 and 2045, with the majority expiring after 2028. At July 28, 2024, deferred tax asset valuation allowances have been established to offset $ 41 million of these tax loss carryforwards. Additionally, as of July 28, 2024, our U.S. and non-U.S. subsidiaries had capital loss carryforwards of approximately $ 123 million, all of which were offset by valuation allowances. Of these capital loss carryforwards, $ 77 million expire in 2026, and $ 46 million may be carried forward indefinitely. 63 The net change in the deferred tax asset valuation allowance in 2024 was a decrease of $ 100 million. The decrease was primarily due to the expiration of capital loss carryforwards in 2024. The net change in the deferred tax asset valuation allowance in 2023 was a decrease of $ 2 million. The decrease was primarily due to state tax loss carryforwards. The net change in the deferred tax asset valuation allowance in 2022 was a decrease of $ 11 million. The decrease was primarily due to the liquidation of an inactive subsidiary. As of July 30, 2023, other deferred tax assets included $ 12 million of state tax credit carryforwards. As of July 30, 2023, deferred tax asset valuation allowances had been established to offset the state tax credit carryforwards. As of July 28, 2024, the state tax credit carryforwards have expired. As of July 28, 2024, we had approximately $ 11 million of undistributed earnings of foreign subsidiaries which are deemed to be permanently reinvested and for which we have not recognized a deferred tax liability. We estimate that the tax liability that might be incurred if permanently reinvested earnings were remitted to the U.S. would not be material. Foreign subsidiary earnings in 2021 and thereafter are not considered permanently reinvested and we have therefore recognized a deferred tax liability and expense. A reconciliation of the activity related to unrecognized tax benefits follows: (Millions) 2024 2023 2022 Balance at beginning of year $ 15 $ 14 $ 22 Increases related to prior-year tax positions 2 — 4 Decreases related to prior-year tax positions — — ( 10 ) Increases related to current-year tax positions 2 2 1 Settlements — — ( 2 ) Lapse of statute ( 2 ) ( 1 ) ( 1 ) Balance at end of year $ 17 $ 15 $ 14 The amount of unrecognized tax benefits that, if recognized, would impact the annual effective tax rate was $ 14 million as of July 28, 2024, and $ 12 million as of July 30, 2023, and July 31, 2022. The total amount of unrecognized tax benefits can change due to audit settlements, tax examination activities, statute expirations and the recognition and measurement criteria under accounting for uncertainty in income taxes. Our accounting policy for interest and penalties attributable to income taxes is to reflect any expense or benefit as a component of our income tax provision. The total amount of interest and penalties recognized in the Consolidated Statements of Earnings was not material in 2024, 2023, and 2022. The total amount of interest and penalties recognized in the Consolidated Balance Sheets in Other liabilities was $ 6 million as of July 28, 2024, and $ 5 million as of July 30, 2023. We file income tax returns in the U.S. federal jurisdiction and various state and non-U.S. jurisdictions. In the normal course of business, we are subject to examination by taxing authorities, including the U.S. and Canada. With limited exceptions, we have been audited for income tax purposes in the U.S. through 2021 and in Canada through 2016. In addition, several state income tax examinations are in progress for the years 2015 to 2023. 13. Short-term Borrowings and Long-term Debt Short-term borrowings consist of the following: (Millions) 2024 2023 Commercial paper $ 250 $ 178 Notes 1,150 — Finance leases 25 13 Other (1) ( 2 ) — Total short-term borrowings $ 1,423 $ 191 _______________________________________ (1) Includes unamortized net discount/premium on debt issuances and debt issuance costs. The weighted-average interest rate of commercial paper, which consisted of U.S. borrowings, was 5.60 % as of July 28, 2024, and 5.43 % as of July 30, 2023. As of July 28, 2024, we issued $ 28 million of standby letters of credit. On April 16, 2024, we terminated our existing revolving credit facility dated September 27, 2021 (as amended on April 4, 2023). On April 16, 2024, we entered into a Five-Year Credit Agreement for an unsecured, senior revolving credit 64 facility (the 2024 Revolving Credit Facility Agreement) in an aggregate principal amount equal to $ 1.85 billion with a maturity date of April 16, 2029 , or such later date as extended pursuant to the terms set forth in the 2024 Revolving Credit Facility Agreement. The 2024 Revolving Credit Facility Agreement remained unused at July 28, 2024, except for $ 1 million of standby letters of credit that we issued under it. 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 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. We have $ 1.15 billion aggregate principal amount of senior notes maturing in March 2025 that we expect to repay and/or refinance using available sources, which may include cash on hand, accessing the capital markets, commercial paper and/or revolving credit facility. Long-term debt consists of the following: (Millions) 2024 2023 3.95 % Notes due March 15, 2025 $ 850 $ 850 3.30 % Notes due March 19, 2025 300 300 Variable-rate term loan due November 15, 2025 400 500 5.30 % Notes due March 20, 2026 400 — 5.20 % Notes due March 19, 2027 500 — 4.15 % Notes due March 15, 2028 1,000 1,000 5.20 % Notes due March 21, 2029 600 — 2.375 % Notes due April 24, 2030 500 500 5.40 % Notes due March 21, 2034 1,000 — 3.80 % Notes due August 2, 2042 163 163 4.80 % Notes due March 15, 2048 700 700 3.125 % Notes due April 24, 2050 500 500 Finance leases 46 15 Other (1) ( 48 ) ( 30 ) Total $ 6,911 $ 4,498 Less current portion 1,150 — Total long-term debt $ 5,761 $ 4,498 _______________________________________ (1) Includes unamortized net discount/premium on debt issuances and debt issuance costs. Principal amounts of long-term debt, including finance lease obligations, maturing over the next five years are as follows: (Millions) 2025 $ 1,175 2026 $ 819 2027 $ 506 2028 $ 1,004 2029 $ 603 Thereafter $ 2,877 On October 10, 2023 , we entered into the 2024 DDTL Credit Agreement totaling up to $ 2 billion scheduled to mature on October 8, 2024 . Loans under the 2024 DDTL Credit Agreement bear interest at the rates specified in the 2024 DDTL Credit Agreement, which vary based on the type of loan and certain other conditions. The 2024 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 2024 DDTL Credit Agreement) of not less than 3.25:1.00 , and events of default for credit facilities of this type. The proceeds of the loans under the 2024 DDTL Credit Agreement could only be used in connection with the acquisition of 65 Sovos Brands and the payment of fees and expenses incurred in connection therewith. 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. Under the registration statement we may issue debt securities from time to time, depending on market conditions. On March 19, 2024, pursuant to the registration statement, we issued senior unsecured notes of $ 2.5 billion, consisting of: • $ 400 million aggregate principal amount of notes bearing interest at a fixed rate of 5.30 % per annum, due March 20, 2026 , with interest payable semi-annually on each of March 20 and September 20 commencing September 20, 2024; • $ 500 million aggregate principal amount of notes bearing interest at a fixed rate of 5.20 % per annum, due March 19, 2027 , with interest payable semi-annually on each of March 19 and September 19 commencing September 19, 2024; • $ 600 million aggregate principal amount of notes bearing interest at a fixed rate of 5.20 % per annum, due March 21, 2029 , with interest payable semi-annually on each of March 21 and September 21 commencing September 21, 2024; and • $ 1 billion aggregate principal amount of notes bearing interest at a fixed rate of 5.40 % per annum, due March 21, 2034 , with interest payable semi-annually on each of March 21 and September 21 commencing September 21, 2024. The notes contain customary covenants and events of default. If a change of control triggering event occurs, we will be required to offer to purchase the notes at a purchase price equal to 101 % of the principal amount plus accrued and unpaid interest, if any, to the purchase date. We used the net proceeds from the sale of the notes to repay the $ 2 billion of outstanding borrowings under the 2024 DDTL Credit Agreement used to fund the Sovos Brands acquisition, including fees and expenses in connection therewith, and the remainder of the net proceeds to repay commercial paper. On November 15, 2022, we entered into a delayed draw term loan credit agreement (the 2022 DDTL Credit Agreement) totaling up to $ 500 million scheduled to mature on November 15, 2025. Loans under the 2022 DDTL Credit Agreement bear interest at the rates specified in the 2022 DDTL Credit Agreement, which vary based on the type of loan and certain other conditions. The 2022 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 2022 DDTL Credit Agreement) of not less than 3.25:1.00 , and events of default for credit facilities of this type. We borrowed $ 500 million under the 2022 DDTL Credit Agreement on March 13, 2023, and used the proceeds and cash on hand to repay the 3.65 % $ 566 million Notes that matured on March 15, 2023 . On April 5, 2024, we repaid $ 100 million of the $ 500 million outstanding under the 2022 DDTL Credit Agreement. On March 4, 2022, we completed the redemption of all $ 450 million outstanding aggregate principal amount of our 2.50 % Senior Notes due August 2, 2022 . The consideration for the redemption was $ 453 million, including $ 3 million of premium. We recognized a loss of $ 4 million (including the $ 3 million of premium and other costs), which was recorded in Interest expense in the Consolidated Statement of Earnings. In addition, we paid accrued and unpaid interest on the redeemed notes through the date of settlement. We used a combination of cash on hand and short-term debt to fund the redemption. 14. Financial Instruments 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. In order to manage these exposures, we follow established risk management policies and procedures, including the use of derivative contracts such as swaps, rate locks, options, forwards and commodity futures. We enter into these derivative contracts for periods consistent with the related underlying exposures, and the contracts do not constitute positions independent of those exposures. We do not enter into derivative contracts for speculative purposes and do not use leveraged instruments. Our derivative programs include instruments that qualify for hedge accounting treatment and instruments that are not designated as accounting hedges. Concentration of Credit Risk We are exposed to the risk that counterparties to derivative contracts will fail to meet their contractual obligations. 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 July 28, 2024, or July 30, 2023. 66 We are also exposed to credit risk from our customers. During 2024, our largest customer accounted for approximately 22 % of consolidated net sales. Our five largest customers accounted for approximately 47 % of our consolidated net sales in 2024. We closely monitor credit risk associated with counterparties and customers. Foreign Currency Exchange Risk We are exposed to foreign currency exchange risk, primarily the Canadian dollar and Euro, related to intercompany transactions and third-party transactions. We utilize foreign exchange forward purchase and sale contracts and option contracts to hedge these exposures. The contracts are either designated as cash-flow hedging instruments or are undesignated. 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 $ 108 million as of July 28, 2024, and $ 125 million as of July 30, 2023. 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 and option contracts that are not designated as accounting hedges was $ 189 million as of July 28, 2024, and $ 15 million as of July 30, 2023. Interest Rate Risk We manage our exposure to changes in interest rates by optimizing the use of variable-rate and fixed-rate debt. From time to time, we may use interest rate swaps in order to maintain our variable-to-total debt ratio within targeted guidelines. We manage our exposure to interest volatility on future debt issuances by entering into forward starting interest rate swaps or treasury lock contracts to hedge the rate on the interest payments related to the anticipated debt issuance. The forward starting interest rate swaps or treasury lock contracts are either designated as cash-flow hedging instruments or are undesignated. 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), and reclassified into Interest expense over the life of the debt issued. The change in fair value on undesignated instruments is recorded in Interest expense. We settled forward starting interest rate swaps with a notional value of $ 1.1 billion in March 2024 at a loss of $ 11 million. The $ 11 million loss on these instruments was recorded in other comprehensive income (loss) and will be recognized as additional interest expense over the 10-year, 5-year, and 3-year lives of the debt issued in March 2024. There were no forward starting interest rate swaps or treasury lock contracts outstanding as of July 28, 2024 and July 30, 2023. Subsequent to July 28, 2024, we entered into forward starting interest rate swaps accounted for as cash-flow hedges with a notional value of $ 450 million related to an anticipated debt issuance. The forward starting interest rate swaps mature in January 2025. Commodity Price Risk 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. Commodity futures, options and swap contracts are either designated as cash-flow hedging instruments or are undesignated. We hedge a portion of commodity requirements for periods typically up to 18 months. There were no commodity contracts designated as cash-flow hedges as of July 28, 2024 or July 30, 2023. The notional amount of commodity contracts not designated as accounting hedges was $ 200 million as of July 28, 2024, and $ 194 million as of July 30, 2023. The change in fair value on undesignated instruments is recorded in Cost of products sold. We have a supply contract under which prices for certain raw materials are established based on anticipated volume requirements over a twelve-month period. Certain prices under the contract are based in part on certain component parts of the raw materials that are in excess of our needs or not required for our operations, thereby creating an embedded derivative requiring bifurcation. We net settle amounts due under the contract with our counterparty. The notional amount was approximately $ 48 million as of July 28, 2024, and $ 47 million as of July 30, 2023. 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 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. We enter into these contracts for periods typically not exceeding 12 months. The notional amounts of the contracts as of July 28, 2024, and July 30, 2023, were $ 71 million and $ 42 million, respectively. 67 The following tables summarize the fair value of derivative instruments on a gross basis as recorded in the Consolidated Balance Sheets as of July 28, 2024, and July 30, 2023: (Millions) Balance Sheet Classification 2024 2023 Asset Derivatives Derivatives designated as hedges: Foreign exchange contracts Other current assets $ 2 $ — Total derivatives designated as hedges $ 2 $ — Derivatives not designated as hedges: Commodity contracts Other current assets $ 6 $ 15 Deferred compensation contracts Other current assets 3 4 Commodity contracts Other assets — 1 Total derivatives not designated as hedges $ 9 $ 20 Total asset derivatives $ 11 $ 20 (Millions) Balance Sheet Classification 2024 2023 Liability Derivatives Derivatives designated as hedges: Foreign exchange contracts Accrued liabilities $ — $ 1 Total derivatives designated as hedges $ — $ 1 Derivatives not designated as hedges: Commodity contracts Accrued liabilities $ 16 $ 5 Total derivatives not designated as hedges $ 16 $ 5 Total liability derivatives $ 16 $ 6 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 July 28, 2024, and July 30, 2023, would be adjusted as detailed in the following table: 2024 2023 (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 Total asset derivatives $ 11 $ ( 1 ) $ 10 $ 20 $ ( 5 ) $ 15 Total liability derivatives $ 16 $ ( 1 ) $ 15 $ 6 $ ( 5 ) $ 1 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 $ 2 million at July 28, 2024 and July 30, 2023 were included in Other current assets in the Consolidated Balance Sheets. 68 The following tables show the effect of our derivative instruments designated as cash-flow hedges for the years ended July 28, 2024, July 30, 2023, and July 31, 2022 in other comprehensive income (loss) (OCI) and the Consolidated Statements of Earnings: Total Cash-Flow Hedge OCI Activity (Millions) 2024 2023 2022 OCI derivative gain (loss) at beginning of year $ ( 5 ) $ — $ ( 5 ) Effective portion of changes in fair value recognized in OCI: Commodity contracts — — 13 Foreign exchange contracts 6 5 4 Forward starting interest rate swaps ( 11 ) — — Amount of loss (gain) reclassified from OCI to earnings: Location in Earnings Commodity contracts Cost of products sold — ( 3 ) ( 14 ) Foreign exchange contracts Cost of products sold ( 3 ) ( 8 ) 1 Forward starting interest rate swaps Interest expense 2 1 1 OCI derivative gain (loss) at end of year $ ( 11 ) $ ( 5 ) $ — Based on current valuations, the amount expected to be reclassified from OCI into earnings within the next 12 months is a loss of less than $ 1 million. The following table shows the total amounts of line items presented in the Consolidated Statements of Earnings for the years ended 2024, 2023, and 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: 2024 2023 2022 (Millions) Cost of products sold Interest expense Cost of products sold Interest expense Cost of products sold Interest expense Consolidated Statements of Earnings: $ 6,665 $ 249 $ 6,440 $ 188 $ 5,935 $ 189 Loss (gain) on cash-flow hedges: Amount of loss (gain) reclassified from OCI to earnings $ ( 3 ) $ 2 $ ( 11 ) $ 1 $ ( 13 ) $ 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: (Millions) Location of Loss (Gain) Recognized in Earnings 2024 2023 2022 Foreign exchange contracts Cost of products sold $ ( 1 ) $ — $ — Commodity contracts Cost of products sold 14 ( 27 ) 8 Deferred compensation contracts Administrative expenses ( 8 ) ( 4 ) 3 Total $ 5 $ ( 31 ) $ 11 15. Fair Value Measurements We categorize financial assets and liabilities based on the following fair value hierarchy: • Level 1: Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. • Level 2: Inputs other than quoted prices included in Level 1 that are observable for the asset or liability through corroboration with observable market data. • Level 3: Unobservable inputs, which are valued based on our estimates of assumptions that market participants would use in pricing the asset or liability. Fair value is defined as the exit price, or the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants as of the measurement date. When available, we use unadjusted quoted 69 market prices to measure the fair value and classify such items as Level 1. If quoted market prices are not available, we base fair value upon internally developed models that use current market-based or independently sourced market parameters such as interest rates and currency rates. Included in the fair value of derivative instruments is an adjustment for credit and nonperformance risk. 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 July 28, 2024, and July 30, 2023, consistent with the fair value hierarchy: Fair Value as of July 28, 2024 Fair Value Measurements at July 28, 2024 Using Fair Value Hierarchy Fair Value as of July 30, 2023 Fair Value Measurements at July 30, 2023 Using Fair Value Hierarchy (Millions) Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Assets Foreign exchange contracts (1) $ 2 $ — $ 2 $ — $ — $ — $ — $ — Commodity derivative contracts (2) 6 — 1 5 16 11 3 2 Deferred compensation derivative contracts (3) 3 — 3 — 4 — 4 — Deferred compensation investments (4) 1 1 — — 1 1 — — Total assets at fair value $ 12 $ 1 $ 6 $ 5 $ 21 $ 12 $ 7 $ 2 Fair Value as of July 28, 2024 Fair Value Measurements at July 28, 2024 Using Fair Value Hierarchy Fair Value as of July 30, 2023 Fair Value Measurements at July 30, 2023 Using Fair Value Hierarchy (Millions) Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Liabilities Foreign exchange contracts (1) $ — $ — $ — $ — $ 1 $ — $ 1 $ — Commodity derivative contracts (2) 16 1 15 — 5 3 2 — Deferred compensation obligation (4) 101 101 — — 91 91 — — Total liabilities at fair value $ 117 $ 102 $ 15 $ — $ 97 $ 94 $ 3 $ — ___________________________________ (1) Based on observable market transactions of spot currency rates and forward rates. (2) Level 1 and 2 are based on quoted futures exchanges and on observable prices of futures and options transactions in the marketplace. Level 3 is based on unobservable inputs in which there is little or no market data, which requires management’s own assumptions within an internally developed model. (3) Based on equity index swap rates. (4) Based on the fair value of the participants’ investments. The following table summarizes the changes in fair value of Level 3 assets for the years ended July 28, 2024, and July 30, 2023: (Millions) 2024 2023 Fair value at beginning of year $ 2 $ 4 Gains (losses) 13 3 Settlements ( 10 ) ( 5 ) Fair value at end of year $ 5 $ 2 70 Items Measured at Fair Value on a Nonrecurring Basis In addition to assets and liabilities that are measured at fair value on a recurring basis, we are also required to measure certain items at fair value on a nonrecurring basis. In the fourth quarter of 2024, we recognized impairment charges on certain trademarks in our Snacks segment. See also Note 6 for additional information on the impairment charges. Fair value was determined based on unobservable Level 3 inputs. The fair value of trademarks was determined based on discounted cash flow analysis that involves significant management assumptions such as expected revenue growth rates, assumed royalty rates and weighted-average costs of capital. The following table presents fair value measurements of the trademarks: 2024 (Millions) Impairment Charges Fair Value Pop Secret $ 76 $ 28 Allied brands $ 53 $ 43 Fair Value of Financial Instruments The carrying values of cash and cash equivalents, accounts receivable and accounts payable approximate fair value. There were $ 25 million of cash equivalents at July 28, 2024, and none at July 30, 2023. 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 $ 6.866 billion at July 28, 2024, and $ 4.293 billion at July 30, 2023. The carrying value was $ 7.184 billion at July 28, 2024, and $ 4.689 billion at July 30, 2023. 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. 16. Shareholders' Equity We have authorized 560 million shares of Capital stock with $ .0375 par value and 40 million shares of Preferred stock, issuable in one or more classes, with or without par as may be authorized by the Board of Directors. No Preferred stock has been issued. Share Repurchase Programs 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. 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). 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. In 2024, we repurchased 1.56 million shares at a cost of $ 67 million pursuant to our June 2021 program. As of July 28, 2024, approximately $ 37 million remained available under the June 2021 program and approximately $ 301 million remained under the September 2021 program. In 2023, we repurchased 2.698 million shares at a cost of $ 142 million. In 2022, we repurchased approximately 3.8 million shares at a cost of $ 167 million. 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. Repurchases under the September 2024 program may be made in open-market or privately negotiated transactions. 17. Stock-based Compensation In 2005, shareholders approved the 2005 Long-Term Incentive Plan, which authorized the issuance of 6 million shares to satisfy awards of stock options, stock appreciation rights, unrestricted stock, restricted stock/units (including performance restricted stock) and performance units. In 2008, shareholders approved an amendment to the 2005 Long-Term Incentive Plan to increase the number of authorized shares to 10.5 million and in 2010, shareholders approved another amendment to the 2005 Long-Term Incentive Plan to increase the number of authorized shares to 17.5 million. In 2015, shareholders approved the 2015 Long-Term Incentive Plan, which authorized the issuance of 13 million shares. Approximately 6 million of these shares were shares that were currently available under the 2005 plan and were incorporated into the 2015 Plan upon approval by 71 shareholders. In 2022, shareholders approved the 2022 Long-Term Incentive Plan, which authorized the issuance of 12 million shares to satisfy awards of stock options, stock appreciation rights, unrestricted stock, restricted stock/units (including performance restricted stock) and performance units. The 2022 Long-Term Incentive Plan replaced the 2015 Long-Term Incentive Plan and no new awards can be granted under the 2015 Long-Term Incentive Plan and none of the shares that remain available under the 2015 Long-Term Incentive Plan are available for issuance under the 2022 Long-Term Incentive Plan. Awards under Long-Term Incentive Plans may be granted to employees and directors. Pursuant to the Long-Term Incentive Plan, we adopted a long-term incentive compensation program which provides for grants of total shareholder return (TSR) performance restricted stock/units, EPS performance restricted stock/units, strategic performance restricted stock/units, time-lapse restricted stock/units, special performance restricted stock/units, free cash flow (FCF) performance restricted stock/units and unrestricted stock. Under the program, awards of TSR performance restricted stock/units will be earned by comparing our total shareholder return during a three-year period to the respective total shareholder returns of companies in a performance peer group. Based upon our ranking in the performance peer group after the relevant three-year performance period, a recipient of TSR performance restricted stock/units may earn a total award ranging from 0 % to 200 % of the initial grant. Awards of EPS performance restricted stock/units granted beginning in 2022 will be earned upon the achievement of our adjusted EPS compound annual growth rate goal (EPS CAGR performance restricted stock/units), measured over a three-year period. A recipient of EPS CAGR performance restricted stock/units may earn a total award ranging from 0 % to 200 % of the initial grant. Awards of EPS performance restricted stock/units granted prior to 2022 were earned based upon our achievement of annual earnings per share goals and vested over the relevant three-year period. During the three-year vesting period, a recipient of EPS performance restricted stock/units earned a total award of either 0 % or 100 % of the initial grant. Awards of the strategic performance restricted stock units were earned based upon the achievement of two key metrics, net sales and EPS growth, compared to strategic plan objectives during a three-year period. A recipient of strategic performance restricted stock units earned a total award ranging from 0 % to 200 % of the initial grant. Awards of FCF performance restricted stock units were earned based upon the 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. An annual objective was established each fiscal year for three consecutive years. Performance against these objectives was averaged at the end of the three-year period to determine the number of underlying units that vested at the end of the three years. A recipient of FCF performance restricted stock units earned a total award ranging from 0 % to 200 % of the initial grant. Awards of time-lapse restricted stock/units will vest ratably over the three-year period. In addition, we may issue special grants of restricted stock/units to attract and retain executives which vest over various periods. Awards are generally granted annually in October. Stock options are granted on a selective basis under the Long-Term Incentive Plans. The term of a stock option granted under these plans may not exceed ten years from the date of grant. The option price may not be less than the fair market value of a share of common stock on the date of the grant. Options granted under these plans generally vest ratably over a three-year period. In 2019, we also granted certain options that vest at the end of a three-year period. We last issued stock options in 2019. In 2024, we issued time-lapse restricted stock units, unrestricted stock, TSR performance restricted stock units and EPS CAGR performance restricted stock units. We last issued FCF performance restricted stock units in 2019, EPS performance restricted stock units in 2018, strategic performance restricted stock units in 2014 and special performance restricted units in 2015. In connection with the Sovos Brands acquisition, we issued 1.721 million time-lapse restricted stock units (Replacement units) in exchange for certain Sovos Brands restricted stock units and performance restricted stock units. The Replacement units are subject to the same terms and conditions of the original Sovos Brands restricted stock units and performance restricted stock units. Certain Replacement units were subject to accelerated vesting. The Replacement units have a total fair value of $ 74 million based on the quoted price of our stock on the acquisition date. The portion of Replacement units attributed to pre-combination service was $ 42 million, which was accounted for as part of consideration transferred and was recorded in Additional Paid-in Capital in our Consolidated Statements of Equity. See Note 3 for additional information. The portion of the Replacement units attributable to post-combination service will be recognized as stock-based compensation expense over the remaining vesting period. Also in connection with the Sovos Brands acquisition in 2024, our adjusted EPS compound annual growth rate goals for the EPS CAGR performance restricted stock units granted in 2024, 2023 and 2022 were revised to equitably adjust for the impact of completed acquisitions and divestitures that were not contemplated at the time of approval of the original targets. 72 In determining stock-based compensation expense, we estimate forfeitures expected to occur. Total pre-tax stock-based compensation expense and tax-related benefits recognized in the Consolidated Statements of Earnings were as follows: (Millions) 2024 2023 2022 Total pre-tax stock-based compensation expense (1) $ 99 $ 63 $ 59 Tax-related benefits $ 13 $ 12 $ 10 _______________________________________ (1) Includes $ 26 million of expense related to accelerated vesting of certain Replacement units in 2024. The following table summarizes stock option activity as of July 28, 2024: Options Weighted- Average Exercise Price Weighted- Average Remaining Contractual Life Aggregate Intrinsic Value (In thousands) (In years) (Millions) Outstanding at July 30, 2023 833 $ 44.77 Granted — $ — Exercised ( 54 ) $ 36.60 Terminated — $ — Outstanding at July 28, 2024 779 $ 45.33 3.2 $ 4 Exercisable at July 28, 2024 779 $ 45.33 3.2 $ 4 The total intrinsic value of options exercised during 2024, 2023 and 2022 was $ 1 million, $ 3 million and $ 1 million, respectively. We measured the fair value of stock options using the Black-Scholes option pricing model. We expensed stock options on a straight-line basis over the vesting period, except for awards issued to retirement eligible participants, which we expensed on an accelerated basis. As of January 2022, compensation related to stock options was fully expensed. The following table summarizes time-lapse restricted stock units and EPS CAGR performance restricted stock units as of July 28, 2024: Units Weighted- Average Grant-Date Fair Value (In thousands) Nonvested at July 30, 2023 2,274 $ 45.39 Granted 1,790 $ 41.57 Replacement units granted in connection with Sovos Brands acquisition 1,721 $ 43.01 Vested ( 2,275 ) $ 43.89 Forfeited ( 210 ) $ 43.19 Nonvested at July 28, 2024 3,300 $ 43.24 We determine the fair value of time-lapse restricted stock units, EPS CAGR performance restricted stock units and FCF performance restricted stock units based on the quoted price of our stock at the date of grant. We expense time-lapse restricted stock units and EPS CAGR performance restricted stock units on a straight-line basis over the vesting period, except for awards issued to retirement-eligible participants and certain Replacement units, which we expense on an accelerated basis. There were 873 thousand EPS CAGR performance target grants outstanding at July 28, 2024, with a weighted-average grant-date fair value of $ 42.99 . We expensed FCF performance restricted stock units over the requisite service period of each objective. As of October 31, 2021, there were no FCF performance target grants outstanding. The actual number of EPS CAGR performance restricted stock units and FCF performance restricted stock units that vest will depend on actual performance achieved. We estimate expense based on the number of awards expected to vest. As of July 28, 2024, total remaining unearned compensation related to nonvested time-lapse restricted stock units and EPS CAGR performance restricted units was $ 55 million, which will be amortized over the weighted-average remaining service period of 1.7 years. In the first quarter of 2022, recipients of FCF performance restricted stock units earned 167 % of the initial grants based upon the average of actual performance achieved during a three-year period ended August 1, 2021. As a result, 73 approximately 158 thousand additional shares were awarded. The fair value of restricted stock units vested during 2024, 2023 and 2022 was $ 97 million, $ 37 million and $ 50 million, respectively. The weighted-average grant-date fair value of the restricted stock units granted during 2023 and 2022 was $ 47.65 and $ 41.96 , respectively. The following table summarizes TSR performance restricted stock units as of July 28, 2024: Units Weighted- Average Grant-Date Fair Value (In thousands) Nonvested at July 30, 2023 948 $ 51.81 Granted 387 $ 44.18 Vested ( 289 ) $ 54.93 Forfeited ( 173 ) $ 51.78 Nonvested at July 28, 2024 873 $ 47.40 We estimated the fair value of TSR performance restricted stock units at the grant date using a Monte Carlo simulation. Weighted-average assumptions used in the Monte Carlo simulation were as follows: 2024 2023 2022 Risk-free interest rate 4.84 % 4.29 % 0.46 % Expected dividend yield 3.54 % 3.09 % 3.50 % Expected volatility 22.16 % 26.40 % 27.42 % Expected term 3 years 3 years 3 years 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 July 28, 2024, total remaining unearned compensation related to TSR performance restricted stock units was $ 12 million, which will be amortized over the weighted-average remaining service period of 1.6 years. In the first quarter of 2024, 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 28, 2023. 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 2024, 2023, and 2022 was $ 12 million, $ 21 million and $ 8 million, respectively. The weighted-average grant-date fair value of the TSR performance restricted stock units granted during 2023 and 2022 was $ 53.74 and $ 45.54 , respectively. In the first quarter of 2025, recipients of TSR performance restricted stock units will receive a 175 % payout based upon our TSR ranking in a performance peer group during a three-year period ended July 26, 2024. The tax benefits on the exercise of stock options in 2024, 2023 and 2022 were not material. Cash received from the exercise of stock options was $ 2 million, $ 22 million and $ 3 million for 2024, 2023, and 2022, respectively, and is reflected in cash flows from financing activities in the Consolidated Statements of Cash Flows. 18. Commitments and Contingencies Regulatory and Litigation Matters We are involved in various pending or threatened legal or regulatory proceedings, including purported class actions, arising from the conduct of business both in the ordinary course and otherwise. Modern pleading practice in the U.S. permits considerable variation in the assertion of monetary damages or other relief. Jurisdictions may permit claimants not to specify the monetary damages sought or may permit claimants to state only that the amount sought is sufficient to invoke the jurisdiction of the trial court. In addition, jurisdictions may permit plaintiffs to allege monetary damages in amounts well exceeding reasonably possible verdicts in the jurisdiction for similar matters. This variability in pleadings, together with our actual experiences in litigating or resolving through settlement numerous claims over an extended period of time, demonstrates to us that the monetary relief which may be specified in a lawsuit or claim bears little relevance to its merits or disposition value. Due to the unpredictable nature of litigation, the outcome of a litigation matter and the amount or range of potential loss at particular points in time is normally difficult to ascertain. Uncertainties can include how fact finders will evaluate documentary evidence and the credibility and effectiveness of witness testimony, and how trial and appellate courts will apply the law in the context of the pleadings or evidence presented, whether by motion practice, or at trial or on appeal. Disposition valuations are 74 also subject to the uncertainty of how opposing parties and their counsel will themselves view the relevant evidence and applicable law. On March 20, 2024, the United States Department of Justice (DOJ), on behalf of the U.S. Environmental Protection Agency, and National Education Law Center, on behalf of Environment America and Lake Erie Waterkeeper, filed lawsuits in the United States District Court for the Northern District of Ohio - Western Division concerning alleged violations of the Clean Water Act relating to alleged contaminant discharges from our Napoleon, Ohio wastewater treatment facility in excess of the facility's Clean Water Act permit limits. We have and are continuing to take actions to remediate the exceedances and are in settlement discussions with the DOJ and the private environmental groups. While we cannot predict with certainty the amount of any civil penalty or the timing of the resolution of this matter, we do not expect that the ultimate costs to resolve this matter will have a material adverse effect on our financial condition, results of operations, or cash flows. 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 July 28, 2024. 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. Other Contingencies We guarantee approximately 4,700 bank loans made to independent contractor distributors by third-party financial institutions for the purchase of distribution routes. 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 amounts recognized as of July 28, 2024, and July 30, 2023, were not material. We have provided certain indemnifications in connection with divestitures, contracts and other transactions. Certain indemnifications have finite expiration dates. Liabilities recognized based on known exposures related to such matters were not material at July 28, 2024, and July 30, 2023. 19. Supplier Finance Program Obligations To manage our cash flow and related liquidity, we work with our suppliers to optimize our terms and conditions, including the extension of payment terms. Our current payment terms with our suppliers, which we deem to be commercially reasonable, generally range from 0 to 120 days. 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 have no economic interest in a supplier’s decision to enter into these agreements and no direct financial relationship with the financial institutions. We have not pledged assets as security or provided any guarantees in connection with these arrangements. The payment of these obligations is included in cash provided by operating activities in the Consolidated Statements of Cash Flows. 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. 20. Supplemental Financial Statement Data Balance Sheets (Millions) 2024 2023 Accounts receivable Customer accounts receivable $ 602 $ 513 Allowances ( 15 ) ( 19 ) Subtotal $ 587 $ 494 Other 43 35 $ 630 $ 529 (Millions) 2024 2023 Inventories Raw materials, containers and supplies $ 376 $ 372 Finished products 1,010 919 $ 1,386 $ 1,291 75 (Millions) 2024 2023 Plant assets Land $ 74 $ 74 Buildings 1,702 1,547 Machinery and equipment 4,328 4,004 Projects in progress 314 291 Total cost $ 6,418 $ 5,916 Accumulated depreciation (1) ( 3,720 ) ( 3,518 ) $ 2,698 $ 2,398 ____________________________________ (1) Depreciation expense was $ 338 million in 2024, $ 339 million in 2023 and $ 296 million in 2022. Buildings are depreciated over periods ranging from 7 to 45 years. Machinery and equipment are depreciated over periods generally ranging from 1 to 20 years. (Millions) 2024 2023 Other assets Operating lease ROU assets, net of amortization $ 333 $ 275 Pension 143 164 Other 78 53 $ 554 $ 492 (Millions) 2024 2023 Accrued liabilities Accrued compensation and benefits $ 212 $ 222 Fair value of derivatives 16 6 Accrued trade and consumer promotion programs 186 156 Accrued interest 103 57 Restructuring 24 6 Operating lease liabilities 90 70 Other 89 75 $ 720 $ 592 (Millions) 2024 2023 Other liabilities Pension benefits $ 93 $ 95 Postretirement benefits 128 135 Operating lease liabilities 268 208 Deferred compensation 92 80 Unrecognized tax benefits 17 11 Restructuring 12 7 Other 66 72 $ 676 $ 608 76 Statements of Earnings (Millions) 2024 2023 2022 Other expenses / (income) Amortization of intangible assets (1) $ 73 $ 48 $ 41 Net periodic benefit expense (income) other than the service cost 26 ( 35 ) ( 23 ) Impairment of intangible assets (2) 129 — — Loss on sale of business (3) — 13 — Costs associated with acquisition (4) 35 5 — Transition services fees ( 2 ) ( 1 ) — Other — 2 3 $ 261 $ 32 $ 21 Advertising and consumer promotion expense (5) $ 350 $ 365 $ 314 Interest expense (6) Interest expense $ 259 $ 192 $ 191 Less: Interest capitalized 10 4 2 $ 249 $ 188 $ 189 ____________________________________ (1) Includes accelerated amortization expense related to customer relationship intangible assets of $ 27 million and $ 7 million in 2024 and 2023, respectively. (2) See Note 6 for additional information. (3) In 2023, we recognized a loss of $ 13 million on the sale of our Emerald nuts business. See Note 4 for additional information. (4) Related to the acquisition of Sovos Brands. See Note 3 for additional information. (5) Included in Marketing and selling expenses. (6) In 2022, we recognized a loss of $ 4 million (including $ 3 million of premium and other costs) on the extinguishment of debt. See Note 13 for additional information. 77 Statements of Cash Flows (Millions) 2024 2023 2022 Cash Flows from Operating Activities Other non-cash charges to net earnings Operating lease ROU asset expense $ 90 $ 80 $ 74 Amortization of debt issuance costs/debt discount 8 4 5 Benefit related expense 12 4 3 Other 28 12 6 $ 138 $ 100 $ 88 Other Benefit related payments $ ( 40 ) $ ( 47 ) $ ( 45 ) Other ( 37 ) ( 4 ) 3 $ ( 77 ) $ ( 51 ) $ ( 42 ) Other Cash Flow Information Interest paid $ 194 $ 193 $ 188 Interest received $ 6 $ 4 $ 1 Income taxes paid $ 252 $ 268 $ 196 Non-cash Investing Activities Accrued and unpaid capital expenditures $ 109 $ 122 $ 95 21. Subsequent Event On August 26, 2024, we sold our Pop Secret popcorn business for $ 75 million, subject to certain post-closing adjustments. We expect to recognize a pre-tax loss on the sale of approximately $ 25 million as the carrying value of the disposal group will include allocated goodwill. In connection with the sale, we will provide certain transition services to support the business. The business had net sales of $ 119 million in 2024, $ 133 million in 2023 and $ 125 million in 2022. Earnings were not material in the periods. The results of the business were reflected within the Snacks reportable segment. 78 Management’s Report on Internal Control Over Financial Reporting The management of Campbell Soup Company (the Company) is responsible for establishing and maintaining adequate internal control over financial reporting (as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended). Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles in the United States of America. The Company's internal control over financial reporting includes those policies and procedures that: • pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; • provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and Directors of the Company; and • provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company's assets that could have a material effect on the financial statements. Because of its inherent limitations, any system of internal control over financial reporting, no matter how well defined, may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Management has excluded Sovos Brands, Inc. (Sovos Brands) from its assessment of internal control over financial reporting as of July 28, 2024 because it was acquired by the Company in a purchase business combination during 2024. Total assets and total net sales of Sovos Brands excluded from management's assessment of internal control over financial reporting represent approximately 2% and 4%, respectively, of the related consolidated financial statement amounts as of and for the year ended July 28, 2024. This exclusion is in accordance with the guidelines established by the Securities and Exchange Commission. Except as noted above, the Company’s management assessed the effectiveness of the Company’s internal control over financial reporting as of July 28, 2024. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control — Integrated Framework (2013) . Based on this assessment using those criteria, management concluded that the Company’s internal control over financial reporting was effective as of July 28, 2024. The effectiveness of the Company’s internal control over financial reporting as of July 28, 2024 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report, which appears on the next page. /s/ Mark A. Clouse Mark A. Clouse President and Chief Executive Officer /s/ Carrie L. Anderson Carrie L. Anderson Executive Vice President and Chief Financial Officer /s/ Stanley Polomski Stanley Polomski Senior Vice President and Controller (Principal Accounting Officer) September 19, 2024 79 Report of Independent Registered Public Accounting Firm To the Board of Directors and Shareholders of Campbell Soup Company Opinions on the Financial Statements and Internal Control over Financial Reporting We have audited the accompanying consolidated balance sheets of Campbell Soup Company and its subsidiaries (the "Company") as of July 28, 2024 and July 30, 2023, and the related consolidated statements of earnings, of comprehensive income, of equity and of cash flows for each of the three years in the period ended July 28, 2024, including the related notes and schedule of valuation and qualifying accounts for each of the three years in the period ended July 28, 2024 appearing on page 90 (collectively referred to as the "consolidated financial statements"). We also have audited the Company's internal control over financial reporting as of July 28, 2024, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of July 28, 2024 and July 30, 2023, and the results of its operations and its cash flows for each of the three years in the period ended July 28, 2024 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of July 28, 2024, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO. Basis for Opinions The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal Control Over Financial Reporting. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions. As described in Management's Report on Internal Control Over Financial Reporting, management has excluded Sovos Brands, Inc. ("Sovos Brands") from its assessment of internal control over financial reporting as of July 28, 2024 because it was acquired by the Company in a purchase business combination during 2024. We have also excluded Sovos Brands from our audit of internal control over financial reporting. Total assets and total net sales of Sovos Brands excluded from management's assessment and our audit of internal control over financial reporting represent approximately 2% and 4%, respectively, of the related consolidated financial statement amounts as of and for the year ended July 28, 2024. Definition and Limitations of Internal Control over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. 80 Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Critical Audit Matters The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that (i) relate to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate. Indefinite-Lived Intangible Assets Impairment Test for Certain Trademarks As described in Notes 1 and 6 to the consolidated financial statements, the Company’s indefinite-lived intangible assets (trademarks) were $3.882 billion as of July 28, 2024. Of the carrying value of all indefinite-lived trademarks, $620 million related to the Snyder's of Hanover trademark, $350 million related to the Lance trademark, $318 million related to the Kettle Brand trademark, $280 million related to the Pacific Foods trademark, and $187 million related to the Cape Cod trademark. Management conducts a test at least annually in the fourth quarter for impairment, or more often if events or changes in circumstances indicate that the carrying amount of the asset may be impaired. Indefinite-lived intangible assets are tested for impairment by comparing the fair value of the asset to the carrying 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. If the carrying value exceeds fair value, an impairment charge will be recorded to reduce the asset to fair value. The principal considerations for our determination that performing procedures relating to the indefinite-lived intangible assets impairment test for certain trademarks is a critical audit matter are (i) the significant judgment by management when developing the fair value estimate of certain trademarks; (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to the weighted average costs of capital for the Snyder's of Hanover and Pacific Foods trademarks and the assumed royalty rates for the Snyder's of Hanover , Pacific Foods , Lance , Kettle Brand, and Cape Cod trademarks; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge. Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to management’s indefinite-lived intangible assets impairment test for trademarks. These procedures also included, among others (i) testing management’s process for developing the fair value estimate of certain trademarks; (ii) evaluating the appropriateness of the relief from royalty valuation method; (iii) testing the completeness and accuracy of underlying data used in the relief from royalty valuation method; and (iv) evaluating the reasonableness of the significant assumptions used by management related to the weighted average costs of capital for the Snyder's of Hanover and Pacific Foods trademarks and the assumed royalty rates for the Snyder's of Hanover , Pacific Foods , Lance , Kettle Brand , and Cape Cod trademarks. Evaluating management’s assumption related to the assumed royalty rates involved evaluating whether the assumption used by management was reasonable considering (i) the current and past performance of the certain trademarks; (ii) the consistency with external market and industry data; and (iii) whether the assumption was consistent with evidence obtained in other areas of the audit. Professionals with specialized skill and knowledge were used to assist in the evaluation of the appropriateness of the relief from royalty valuation method and the reasonableness of the weighted average costs of capital and assumed royalty rate assumptions. Acquisition of Sovos Brands – Valuation of the Rao’s Trademark As described in Note 3 to the consolidated financial statements, on March 12, 2024, the Company acquired Sovos Brands for total purchase consideration of $2.899 billion. Of the acquired intangible assets, $1.470 billion was recorded for the Rao’s trademark. Fair value of the Rao’s trademark was determined using a relief from royalty valuation method. Significant management assumptions used in determining the fair value include the revenue growth rates, weighted average cost of capital and assumed royalty rate. The principal considerations for our determination that performing procedures relating to the valuation of the Rao’s trademark acquired in the acquisition of Sovos Brands is a critical audit matter are (i) the significant judgment by management when developing the fair value estimate of the Rao’s trademark acquired; (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to the revenue growth rates, weighted average cost of capital, and assumed royalty rate; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge. 81 Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to acquisition accounting, including controls over management’s valuation of the Rao's trademark acquired. These procedures also included, among others (i) reading the purchase agreement; (ii) testing management’s process for developing the fair value estimate of the Rao’s trademark acquired; (iii) evaluating the appropriateness of the relief from royalty valuation method; (iv) testing the completeness and accuracy of the underlying data used in the relief from royalty valuation method; and (v) evaluating the reasonableness of the significant assumptions used by management related to the revenue growth rates, weighted average cost of capital, and assumed royalty rate. Evaluating management’s assumptions related to the revenue growth rates and assumed royalty rate involved considering (i) the current and past performance of the Rao’s trademark; (ii) the consistency with external market and industry data; and (iii) whether these assumptions were consistent with evidence obtained in other areas of the audit. Professionals with specialized skill and knowledge were used to assist in the evaluation of the appropriateness of the relief from royalty valuation method and the reasonableness of the weighted average cost of capital and assumed royalty rate assumptions. /s/ PricewaterhouseCoopers LLP Philadelphia, Pennsylvania September 19, 2024 We have served as the Company’s auditor since 1954. 82 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure None.