What changed in this filing

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Item 1. Financial Statements

2024-12-04 compared with 2024-06-05 · 287 added, 333 removed, 617 unchanged (50% of the section changed)

Financial Statements

CAMPBELL SOUP COMPANY

THE CAMPBELL'S COMPANY

Consolidated Statements of Earnings

(millions, except per share amounts)

Three Months Ended Nine Months Ended

April 28, 2024 April 30, 2023 April 28, 2024 April 30, 2023

Three Months Ended

October 27, 2024 October 29, 2023

Net sales $ 2,772 $ 2,518

14 unchanged sentences

Net earnings (loss) attributable to noncontrolling interests — —

Net earnings attributable to Campbell Soup Company $ 133 $ 160 $ 570 $ 689

Net earnings attributable to The Campbell's Company $ 218 $ 234

Per Share — Basic

Net earnings attributable to Campbell Soup Company $ .45 $ .54 $ 1.91 $ 2.30

Net earnings attributable to The Campbell's Company $ .73 $ .79

Weighted average shares outstanding — basic 298 298

Per Share — Assuming Dilution

Net earnings attributable to Campbell Soup Company $ .44 $ .53 $ 1.91 $ 2.29

Net earnings attributable to The Campbell's Company $ .72 $ .78

Weighted average shares outstanding — assuming dilution 301 299

See accompanying Notes to Consolidated Financial Statements.

CAMPBELL SOUP COMPANY

THE CAMPBELL'S COMPANY

Consolidated Statements of Comprehensive Income

Three Months Ended

April 28, 2024 April 30, 2023

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

Net earnings (loss) $ 133 $ 160

Other comprehensive income (loss):

Foreign currency translation:

Foreign currency translation adjustments $ ( 3 ) $ — ( 3 ) $ ( 2 ) $ — ( 2 )

Cash-flow hedges:

Unrealized gains (losses) arising during the period 13 ( 2 ) 11 2 ( 1 ) 1

Reclassification adjustment for losses (gains) included in net earnings — — — ( 2 ) 1 ( 1 )

Other comprehensive income (loss) $ 10 $ ( 2 ) 8 $ ( 2 ) $ — ( 2 )

Total comprehensive income (loss) $ 141 $ 158

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

Total comprehensive income (loss) attributable to Campbell Soup Company $ 141 $ 158

Nine Months Ended

April 28, 2024 April 30, 2023

October 27, 2024 October 29, 2023

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

6 unchanged sentences

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

Pension and other postretirement benefits:

Prior service credit arising during the period 7 ( 2 ) 5 — — —

Reclassification of prior service credit included in net earnings — — — — — —

Other comprehensive income (loss) $ 6 $ ( 2 ) 4 $ ( 1 ) $ ( 2 ) ( 3 )

1 unchanged sentence

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

Total comprehensive income (loss) attributable to Campbell Soup Company $ 558 $ 681

Total comprehensive income (loss) attributable to The Campbell's Company $ 222 $ 231

See accompanying Notes to Consolidated Financial Statements.

CAMPBELL SOUP COMPANY

THE CAMPBELL'S COMPANY

Consolidated Balance Sheets

(millions, except per share amounts)

April 28, 2024 July 30, 2023

October 27, 2024 July 28, 2024

Current assets

21 unchanged sentences

Commitments and contingencies

Campbell Soup Company shareholders' equity

The Campbell's Company shareholders' equity

Preferred stock;

7 unchanged sentences

Accumulated other comprehensive income (loss) ( 13 ) ( 17 )

Total Campbell Soup Company shareholders' equity 3,913 3,661

Total The Campbell's Company shareholders' equity 3,842 3,794

Noncontrolling interests 2 2

2 unchanged sentences

See accompanying Notes to Consolidated Financial Statements.

CAMPBELL SOUP COMPANY

THE CAMPBELL'S COMPANY

Consolidated Statements of Cash Flows

Nine Months Ended

April 28, 2024 April 30, 2023

Three Months Ended

October 27, 2024 October 29, 2023

Cash flows from operating activities:

3 unchanged sentences

Stock-based compensation 19 17

Amortization of inventory fair value adjustment from acquisition 17 —

Pension and postretirement benefit expense 2 1

1 unchanged sentence

Deferred income taxes ( 3 ) 7

Changes in working capital, net of acquisition

Net loss on sale of business 25 —

Changes in working capital, net of divestiture

Accounts receivable ( 211 ) ( 207 )

8 unchanged sentences

Sales of route businesses 29 10

Business acquired, net of cash acquired ( 2,617 ) —

Sale of business 70 —

Other ( 5 ) —

Net cash used in investing activities ( 47 ) ( 137 )

Cash flows from financing activities:

Short-term borrowings, including commercial paper and delayed draw term loan 4,616 2,479

Short-term repayments, including commercial paper and delayed draw term loan ( 4,556 ) ( 2,473 )

Short-term borrowings, including commercial paper 668 1,103

Short-term repayments, including commercial paper ( 883 ) ( 1,081 )

Long-term borrowings 1,144 —

2 unchanged sentences

Treasury stock purchases ( 54 ) ( 28 )

Treasury stock issuances — 22

Payments related to tax withholding for stock-based compensation ( 27 ) ( 14 )

7 unchanged sentences

See accompanying Notes to Consolidated Financial Statements.

CAMPBELL SOUP COMPANY

THE CAMPBELL'S COMPANY

Consolidated Statements of Equity

(millions, except per share amounts)

Campbell Soup Company Shareholders’ Equity

The Campbell's Company Shareholders’ Equity

Capital Stock Additional Paid-in

4 unchanged sentences

Shares Amount Shares Amount

Balance at January 29, 2023

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

Net earnings (loss) 160 — 160

Other comprehensive income (loss) ( 2 ) — ( 2 )

Dividends ($ .37 per share)

( 112 ) ( 112 )

Treasury stock purchased ( 2 ) ( 75 ) ( 75 )

Treasury stock issued under stock-based compensation plans 1 — 16 — 16

Balance at April 30, 2023

323 $ 12 ( 25 ) $ ( 1,219 ) $ 407 $ 4,392 $ ( 6 ) $ 2 $ 3,588

Balance at July 30, 2023

6 unchanged sentences

Treasury stock issued under stock-based compensation plans 1 35 ( 32 ) — 3

Balance at April 30, 2023 323 $ 12 ( 25 ) $ ( 1,219 ) $ 407 $ 4,392 $ ( 6 ) $ 2 $ 3,588

Balance at January 28, 2024

323 $ 12 ( 25 ) $ ( 1,212 ) $ 407 $ 4,665 $ ( 23 ) $ 2 $ 3,851

Net earnings (loss) 133 — 133

Other comprehensive income (loss) 8 — 8

Dividends ($ .37 per share)

( 113 ) ( 113 )

Replacement share-based awards issued in connection with Sovos Brands, Inc.

acquisition (1)

Treasury stock purchased — ( 17 ) ( 17 )

Treasury stock issued under stock-based compensation plans — 39 ( 28 ) — 11

Balance at April 28, 2024

Balance at October 29, 2023

323 $ 12 ( 25 ) $ ( 1,212 ) $ 388 $ 4,573 $ ( 6 ) $ 2 $ 3,757

5 unchanged sentences

( 111 ) ( 111 )

Replacement share-based awards issued in connection with Sovos Brands, Inc.

acquisition (1)

Treasury stock purchased ( 1 ) ( 54 ) ( 54 )

Treasury stock issued under stock-based compensation plans 1 51 ( 44 ) ( 16 ) ( 9 )

Balance at April 28, 2024

Balance at October 27, 2024

323 $ 12 ( 25 ) $ ( 1,210 ) $ 393 $ 4,660 $ ( 13 ) $ 2 $ 3,844

(1) See Note 3 for additional information.

See accompanying Notes to Consolidated Financial Statements.

1 unchanged sentence

Basis of Presentation and Significant Accounting Policies

In this Form 10-Q, unless otherwise stated, the terms "we," "us," "our" and the "company" refer to Campbell Soup Company and its consolidated subsidiaries.

In this Form 10-Q, unless otherwise stated, the terms "we," "us," "our" and the "company" refer to The Campbell's Company, formerly known as Campbell Soup Company, and its consolidated subsidiaries.

The financial statements reflect all adjustments which are, in our opinion, necessary for a fair statement of the results of operations, financial position and cash flows for the indicated periods.

1 unchanged sentence

The results for the period are not necessarily indicative of the results to be expected for other interim periods or the full year.

Our fiscal year ends on the Sunday nearest July 31, which is July 28, 2024.

Our fiscal year ends on the Sunday nearest July 31, which is August 3, 2025.

There will be 53 weeks in 2025.

There were 52 weeks in 2024.

Recent Accounting Pronouncements

1 unchanged sentence

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.

We adopted the guidance in the fourth quarter of 2023, with the exception of the annual rollforward requirement, which we will adopt in our 2025 annual reporting.

The adoption did not have a material impact on our consolidated financial statements.

11 unchanged sentences

We are currently evaluating the impact that the new guidance will have on our consolidated financial statements.

In November 2024, the FASB issued guidance to improve disclosures by requiring additional details about specific types of expenses (purchases of inventory, employee compensation, depreciation and intangible asset amortization) included in certain expense captions.

The guidance requires disclosure of the total amount of selling expenses and, on an annual basis, disclosure of the definition of selling expenses.

The guidance is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027.

Early adoption is permitted.

The guidance should be applied on a prospective basis with the option to apply the standard retrospectively.

We are currently evaluating the impact that the new guidance will have on our consolidated financial statements.

On August 7, 2023 , we entered into a merger agreement to acquire Sovos Brands, Inc.

17 unchanged sentences

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 11 for additional information.

We recognized $ 26 million of expense related to accelerated vesting of certain replacement awards in the third quarter of 2024.

The cash portion of the acquisition was funded through a 2024 Delayed Draw Term Loan Credit Agreement of $ 2 billion and cash on hand.

The table below presents the fair value that was allocated to acquired assets and assumed liabilities:

28 unchanged sentences

Total identifiable intangible assets $ 1,776

As of April 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 $ 95 million and $ 114 million associated with the Sovos Brands acquisition in the three- and nine-month periods ended April 28, 2024, respectively.

Approximately $ 16 million in the three-month period and $ 35 million in the nine-month period represented transaction costs, including outside advisory costs, recorded in Other expenses / (income).

In the three-month period ended April 28, 2024, 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 the three-month period ended April 28, 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;

• $ 2 million of Marketing and selling expenses;

• $ 39 million of Administrative expenses;

• $ 2 million of Research and development expenses;

• $ 16 million of Restructuring charges to achieve synergies.

See Note 7 for additional information.

For the period March 12, 2024 through April 28, 2024, the Sovos Brands acquisition contributed $ 166 million to Net sales and a loss of $ 75 million to Net earnings, including the effect of transaction and integration costs and interest expense on the debt to finance the acquisition.

As of October 27, 2024, the weighted-average remaining useful life of amortizable intangible assets was 26 years.

We incurred $ 9 million of costs associated with the acquisition in the three-month period ended October 29, 2023.

For the three-month period ended October 27, 2024, the Sovos Brands acquisition contributed $ 310 million to Net sales and a loss of $ 3 million to Net earnings, including the effect of 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:

Three Months Ended Nine Months Ended

(Millions) April 28, 2024 April 30, 2023 April 28, 2024 April 30, 2023

Three Months Ended

(Millions) October 29, 2023

Net sales $ 2,791

Net earnings attributable to Campbell Soup Company $ 184 $ 141 $ 595 $ 532

Net earnings attributable to The Campbell's Company $ 215

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.

1 unchanged sentence

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.

On August 26, 2024, we sold our Pop Secret popcorn business for $ 70 million.

We recognized a pre-tax loss on the sale of $ 25 million, which included allocated goodwill.

In connection with the sale, we will provide certain transition services to support the business.

The business had net sales of $ 9 million and $ 29 million for the three-month periods ended October 27, 2024 and October 29, 2023, respectively.

Earnings were not material in the periods.

The results of the business were reflected within the Snacks reportable segment.

Accumulated Other Comprehensive Income (Loss)

9 unchanged sentences

Net current-period other comprehensive income (loss) ( 9 ) 6 — ( 3 )

Balance at April 30, 2023

Balance at October 29, 2023

$ ( 10 ) $ 2 $ 2 $ ( 6 )

3 unchanged sentences

Losses (gains) reclassified from accumulated other comprehensive income (loss)

— ( 1 ) — ( 1 )

Net current-period other comprehensive income (loss) ( 2 ) 1 5 4

Balance at April 28, 2024

Balance at October 27, 2024

$ ( 12 ) $ ( 8 ) $ 7 $ ( 13 )

_____________________________________

(1) Included no tax as of April 28, 2024, July 30, 2023, April 30, 2023 and July 31, 2022.

(2) Included a tax benefit of $ 3 million as of April 28, 2024 and $ 1 million as of July 30, 2023, and no tax as of April 30, 2023 and July 31, 2022.

(3) Included tax expense of $ 1 million as of April 28, 2024, July 30, 2023, April 30, 2023 and July 31, 2022.

(1) Included no tax as of October 27, 2024, July 28, 2024, October 29, 2023 and July 30, 2023.

(2) Included a tax benefit of $ 2 million as of October 27, 2024 and July 28, 2024, tax expense of $ 1 million as of October 29, 2023 and a tax benefit of $ 1 million as of July 30, 2023.

(3) Included tax expense of $ 3 million as of October 27, 2024, and $ 1 million as of July 28, 2024, October 29, 2023 and July 30, 2023.

Amounts related to noncontrolling interests were not material.

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

Three Months Ended Nine Months Ended

(Millions) April 28, 2024 April 30, 2023 April 28, 2024 April 30, 2023 Location of Loss (Gain) Recognized in Earnings

Three Months Ended

(Millions) October 27, 2024 October 29, 2023 Location of Loss (Gain) Recognized in Earnings

Losses (gains) on cash-flow hedges:

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

Foreign exchange contracts — ( 2 ) ( 2 ) ( 6 ) Cost of products sold

Forward starting interest rate swaps $ 1 $ — Interest expense

7 unchanged sentences

$ 2,102 $ 2,975 $ 5,077

Acquisition (1)

Divestiture (1)

— ( 21 ) ( 21 )

Foreign currency translation adjustment ( 3 ) — ( 3 )

Net balance at April 28, 2024

Net balance at October 27, 2024

$ 2,102 $ 2,954 $ 5,056

____________________________________

(1) On March 12, 2024, we acquired Sovos Brands.

(1) On August 26, 2024, we sold our Pop Secret popcorn business.

See Note 4 for additional information .

1 unchanged sentence

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

April 28, 2024 July 30, 2023

October 27, 2024 July 28, 2024

(Millions) Cost Accumulated Amortization Net Cost Accumulated Amortization Net

14 unchanged sentences

____________________________________

(1) Associated with the acquisition of Snyder's-Lance, Inc.

(Snyder's-Lance).

As part of the Sovos Brands acquisition, we acquired the Rao's indefinite-lived trademark of $ 1.47 billion, customer relationship intangible assets of $ 232 million and definite-lived trademarks of $ 83 million.

(1) The carrying amount at July 28, 2024 included the $ 28 million Pop Secret trademark, which was divested with the sale of the business in 2025.

See Note 4 for additional information.

Amortization expense was $ 52 million for the nine-month period ended April 28, 2024, and $ 31 million for the nine-month period ended April 30, 2023.

Amortization expense in 2024 included $ 20 million of accelerated amortization expense on customer relationships, which began in the fourth quarter of 2023 due to the loss of certain contract manufacturing customers.

As of April 28, 2024, amortizable intangible assets had a weighted-average remaining useful life of 19 years.

Amortization expense is estimated to be approximately $ 73 million in 2024, $ 72 million in 2025 and $ 46 million per year for the following three years.

As of our 2023 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 $ 434 million and included Pacific Foods and certain other Snacks trademarks.

The indefinite-lived trademark related to the Sovos Brands acquisition has been recorded at fair value.

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

Amortization expense was $ 20 million for the three-month period ended October 27, 2024, and $ 17 million for the three-month period ended October 29, 2023.

Amortization expense for both the three-month periods ended October 27, 2024 and October 29, 2023 included $ 7 million of accelerated amortization expense on customer relationships, which began in the fourth quarter of 2023 due to the loss of certain contract manufacturing customers.

As of October 27, 2024, amortizable intangible assets had a weighted-average remaining useful life of 19 years.

Amortization expense is estimated to be approximately $ 70 million in 2025 and $ 40 million per year for the following four years.

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.

2 unchanged sentences

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.

• Meals & Beverages, which consists of our soup, simple meals and beverage products in retail and foodservice in the U.S.

The segment includes the following products:

8 unchanged sentences

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 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;

• 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*, Pop Secret popcorn, 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.

• Snacks, which consists of Pepperidge Farm cookies, crackers and 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;

and Snack Factory pretzel crisps, and other snacking products in retail in the U.S.

The segment also includes the snacking and meals and beverages retail business in Latin America.

The segment included the results of the Pop Secret popcorn business, which was sold on August 26, 2024.

We refer to the following products as our "leadership brands":

Campbell's condensed and ready-to-serve soups;

Chunky soups;

Swanson broth, stocks and canned poultry;

Pacific Foods broth, soups and non-dairy beverages;

Prego pasta sauces;

Pace Mexican sauces;

V8 juices and beverages;

Rao's pasta sauces, dry pasta, frozen entrées, frozen pizza and soups;

Pepperidge Farm cookies, crackers and fresh bakery;

Goldfish crackers;

Snyder's of Hanover pretzels;

Lance sandwich crackers;

Cape Cod potato chips;

Kettle Brand potato chips;

Late July snacks;

and Snack Factory pretzel crisps.

We evaluate segment performance before interest, taxes and costs associated with restructuring activities, cost savings and optimization initiatives, impairment charges and corporate expenses.

4 unchanged sentences

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

Three Months Ended Nine Months Ended

(Millions) April 28, 2024 April 30, 2023 April 28, 2024 April 30, 2023

Three Months Ended

(Millions) October 27, 2024 October 29, 2023

Meals & Beverages $ 1,706 $ 1,404

1 unchanged sentence

Total $ 2,772 $ 2,518

Three Months Ended Nine Months Ended

(Millions) April 28, 2024 April 30, 2023 April 28, 2024 April 30, 2023

Three Months Ended

(Millions) October 27, 2024 October 29, 2023

Earnings before interest and taxes

4 unchanged sentences

Restructuring charges (2)

( 13 ) ( 6 ) ( 17 ) ( 15 )

Total $ 367 $ 358

1 unchanged sentence

(1) Represents unallocated items.

Costs related to cost savings and optimization initiatives were $ 23 million and $ 68 million in the three- and nine-month periods ended April 28, 2024, and $ 27 million and $ 35 million in the three- and nine-month periods ended April 30, 2023, respectively.

Unrealized mark-to-market adjustments on outstanding undesignated commodity hedges were gains of $ 13 million and $ 5 million in the three- and nine-month periods ended April 28, 2024, and losses of $ 9 million in the three- and nine-month periods ended April 30, 2023, respectively.

Accelerated amortization expense related to customer relationship intangible assets was $ 6 million and $ 20 million in the three- and nine-month periods ended April 28, 2024, respectively.

Costs of $ 77 million and $ 96 million associated with the acquisition of Sovos Brands were included in the three- and nine-month periods ended April 28, 2024, respectively.

Litigation expenses related to the Plum baby food and snacks business, which was divested on May 3, 2021, were $ 3 million and were included in the nine-month period ended April 28, 2024.

Costs of $ 3 million related to a cybersecurity incident were included in the nine-month period ended April 28, 2024.

There were pension actuarial losses of $ 17 million and $ 26 million in the three- and nine-month periods ended April 30, 2023, respectively.

Costs related to cost savings and optimization initiatives were $ 29 million in the three-month period ended October 27, 2024, and $ 11 million in the three-month period ended October 29, 2023.

Unrealized mark-to-market adjustments on outstanding undesignated commodity hedges were gains of $ 4 million in the three-month period ended October 27, 2024, and losses of $ 15 million in the three-month period ended October 29, 2023.

Accelerated amortization expense related to customer relationship intangible assets was $ 7 million in the three-month periods ended October 27, 2024 and October 29, 2023.

Insurance recoveries of $ 1 million and costs of $ 3 million related to a cybersecurity incident were included in the three-month periods ended October 27, 2024 and October 29, 2023, respectively.

Litigation expenses related to the Plum baby food and snacks business, which was divested on May 3, 2021, and certain other litigation matters were $ 1 million and $ 2 million and were included in the three-month periods ended October 27, 2024 and October 29, 2023, respectively.

A loss on the sale of our Pop Secret popcorn business of $ 25 million was included in the three-month period ended October 27, 2024.

A postretirement actuarial loss of $ 2 million was included in the three-month period ended October 27, 2024.

Costs of $ 9 million associated with the acquisition of Sovos Brands were included in the three-month period ended October 29, 2023.

(2) See Note 8 for additional information.

Our net sales based on product categories are as follows:

Three Months Ended Nine Months Ended

(Millions) April 28, 2024 April 30, 2023 April 28, 2024 April 30, 2023

Three Months Ended

(Millions) October 27, 2024 October 29, 2023

Soup $ 852 $ 860

8 unchanged sentences

Restructuring Charges, Cost Savings Initiatives and Other Optimization Initiatives

Multi-year Cost Savings Initiatives and Snyder's-Lance Cost Transformation Program and Integration

Multi-year Cost Savings Initiatives and Snyder's-Lance, Inc.

(Snyder's-Lance) Cost Transformation Program and Integration

Continuing Operations

Beginning in fiscal 2015, we implemented initiatives to reduce costs and to streamline our organizational structure.

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.

2 unchanged sentences

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 continue to pursue cost savings by further optimizing our supply chain and manufacturing network and through effective cost management.

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.

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

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

Three Months Ended Nine Months Ended

(Millions) April 28, 2024 April 30, 2023 April 28, 2024 April 30, 2023 Recognized as of April 28, 2024

Three Months Ended

(Millions) October 29, 2023 Total Program

Restructuring charges $ 2 $ 297

5 unchanged sentences

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

(Millions) Recognized as of April 28, 2024

(Millions) Total Program

Severance pay and benefits

1 unchanged sentence

Implementation costs and other related costs

The total estimated pre-tax costs for actions that have been identified are approximately $ 905 million to $ 930 million and we expect to incur substantially all of the costs through 2025.

These estimates will be updated as the expanded initiatives are developed.

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

approximately $ 250 million to $ 255 million in severance pay and benefits;

Of the aggregate $ 895 million pre-tax costs incurred, approximately $ 720 million were cash expenditures.

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) Total Program

Meals & Beverages $ 288

Corporate 224

As of July 28, 2024, we substantially completed the multi-year cost savings initiatives and Snyder's-Lance cost transformation program and integration.

Certain phases that had not been fully implemented were incorporated into the 2025 cost savings initiatives described below.

Sovos Brands Integration Initiatives

On March 12, 2024, we completed the acquisition of Sovos Brands.

See Note 3 for additional information.

We identified opportunities for cost synergies as we integrate Sovos Brands.

In 2024, we recorded Restructuring charges of $ 21 million for severance pay and benefits related to initiatives to achieve the synergies.

The charges incurred in 2024 were associated with the Meals & Beverages segment.

In 2025, the initiatives to achieve synergies were incorporated into the cost savings initiatives described below.

2025 Cost Savings Initiatives

On September 10, 2024, we announced plans to implement cost savings initiatives beginning in 2025, including initiatives to further optimize our supply chain and manufacturing network, optimization of our information technology infrastructure and targeted cost management.

We also identified additional opportunities for cost synergies as we integrate Sovos Brands.

As mentioned above, we substantially completed our previous multi-year cost savings initiatives and Snyder's-Lance cost transformation program and integration.

Certain initiatives from that program have been incorporated into our 2025 cost savings initiatives.

Cost estimates for the 2025 initiatives, as well as timing for certain activities, are continuing to be developed.

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

Three Months Ended

(Millions) October 27, 2024

Restructuring charges $ 6

Administrative expenses 11

Cost of products sold 8

Marketing and selling expenses 1

Research and development expenses 1

Total pre-tax charges $ 27

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

(Millions) Recognized as of October 27, 2024

Severance pay and benefits

Asset impairment/accelerated depreciation 9

Implementation costs and other related costs

The total estimated pre-tax costs for actions that have been identified to date are approximately $ 190 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 $ 20 million in severance pay and benefits;

approximately $ 50 million in asset impairment and accelerated depreciation;

and approximately $ 515 million to $ 535 million in implementation costs and other related costs.

and approximately $ 120 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 72 %;

Snacks - approximately 43 %;

and Corporate - approximately 24 %.

Of the aggregate $ 905 million to $ 930 million of pre-tax costs identified to date, we expect approximately $ 725 million to $ 750 million will be cash expenditures.

In addition, we expect to invest approximately $ 705 million in capital expenditures, of which we invested $ 508 million as of April 28, 2024.

We expect to invest in substantially all of the capital expenditures through 2025.

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

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

A summary of the restructuring activity and related reserves at April 28, 2024, is as follows:

Snacks - approximately 12 % and Corporate - approximately 16 %.

Of the aggregate $ 190 million of pre-tax costs identified to date, we expect approximately $ 135 million will be cash expenditures.

In addition, we expect to invest approximately $ 215 million in capital expenditures, of which we invested $ 18 million as of October 27, 2024.

The capital expenditures primarily relate to optimization of production within our manufacturing network, implementation of our existing SAP enterprise-resource planning system for Sovos Brands and optimization of information technology infrastructure and applications.

A summary of the restructuring activity and related reserves is as follows:

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

Asset Impairment/Accelerated Depreciation Other Non-Cash Exit Costs (4)

Total Charges

Asset Impairment/Accelerated Depreciation Total Charges

Accrued balance at July 28, 2024 (1)

1 27 18 18 $ 64

2025 cash payments

Accrued balance at April 28, 2024 (2)

Accrued balance at October 27, 2024 (2)

__________________________________

(1) Associated with the multi-year cost savings initiatives and Snyder's-Lance cost transformation program and integration, and the Sovos Brands integration initiatives described above.

Includes $ 12 million of severance pay and benefits recorded in Other liabilities in the Consolidated Balance Sheet.

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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 reserve in the Consolidated Balance Sheet.

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:

April 28, 2024

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

Three Months Ended

(Millions) October 27, 2024

Meals & Beverages $ 21

Snacks — 30 375

Corporate 8 18 213

Total $ 15 $ 64 $ 855

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.

In the second quarter of 2024, we began implementation of an 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 the three-month period ended April 28, 2024, we incurred $ 5 million in Marketing and selling expenses related to this initiative.

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.

Cost estimates to achieve the synergies are continuing to be developed.

The total expected pre-tax costs and timing of when we expect to incur those costs, as well as the expected future cash expenditures, will be updated as detailed plans are developed.

We expect the pre-tax costs to be associated primarily with the Meals & Beverages segment.

In the three-month period ended April 28, 2024, we recorded Restructuring charges of $ 16 million related to initiatives to achieve the synergies.

A summary of the restructuring activity and related reserves associated with the Sovos Brands integration at April 28, 2024, is as follows:

(Millions) Severance Pay and Benefits

2024 charges $ 16

2024 cash payments —

Accrued balance at April 28, 2024 (1)

__________________________________

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

Segment operating results do not include restructuring charges, nor implementation and integration costs, because we evaluate segment performance excluding such charges.

The costs incurred in the three-month period ended April 28, 2024 were associated with the Meals & Beverages segment.

In the three-month period ended October 27, 2024, we incurred $ 8 million in Marketing and selling expenses related to this initiative.

As of October 27, 2024, we have incurred $ 13 million in Marketing and selling expenses related to this initiative.

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 the three- and nine-month periods ended April 28, 2024 and April 30, 2023, excludes less than 1 million stock options that would have been antidilutive.

The earnings per share calculation for the three-month periods ended October 27, 2024 and October 29, 2023, excludes less than 1 million stock options that would have been antidilutive.

Pension and Postretirement Benefits

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

Three Months Ended Nine Months Ended

Pension Postretirement Pension Postretirement

(Millions) April 28, 2024 April 30, 2023 April 28, 2024 April 30, 2023 April 28, 2024 April 30, 2023 April 28, 2024 April 30, 2023

Three Months Ended

Pension Postretirement

(Millions) October 27, 2024 October 29, 2023 October 27, 2024 October 29, 2023

Service cost $ 3 $ 3 $ — $ —

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Net periodic benefit expense (income) $ ( 2 ) $ ( 1 ) $ 4 $ 2

The actuarial losses for the three- and nine-month periods ended April 30, 2023 resulted from the remeasurement of certain U.S.

pension plans due to lump sum distributions that exceeded or were expected to exceed service and interest costs resulting in settlement accounting for these plans.

The actuarial losses recognized for the three-month period ended April 30, 2023 were primarily due to decreases in discount rates used to determine the benefit obligation and plan experience, partially offset by gains on plan assets.

The actuarial losses recognized for the nine-month period ended April 30, 2023 were primarily due to losses on plan assets and plan experience, partially offset by increases in discount rates used to determine the benefit obligation.

The actuarial loss for the three-month period ended October 27, 2024 related to the remeasurement of our postretirement plan due to a plan amendment.

The actuarial loss was primarily due to a decrease in the discount rate used to determine the benefit obligation.

The components of lease costs were as follows:

Three Months Ended Nine Months Ended

(Millions) April 28, 2024 April 30, 2023 April 28, 2024 April 30, 2023

Three Months Ended

(Millions) October 27, 2024 October 29, 2023

Operating lease cost $ 29 $ 24

$ 25 $ 23 $ 73 $ 63

Finance lease - amortization of right-of-use (ROU) assets 6 4

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Total $ 116 $ 100

__________________________________________

(1) Excludes costs associated with the cost savings initiatives described in Note 7.

The following tables summarize the lease amounts recorded in the Consolidated Balance Sheets:

Operating Leases

(Millions) Balance Sheet Classification April 28, 2024 July 30, 2023

(Millions) Balance Sheet Classification October 27, 2024 July 28,

ROU assets, net Other assets $ 333 $ 333

2 unchanged sentences

Finance Leases

(Millions) Balance Sheet Classification April 28, 2024 July 30, 2023

(Millions) Balance Sheet Classification October 27, 2024 July 28,

ROU assets, net Plant assets, net of depreciation $ 84 $ 72

2 unchanged sentences

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

Nine Months Ended

(Millions) April 28, 2024 April 30, 2023

Three Months Ended

(Millions) October 27, 2024 October 29, 2023

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

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Finance leases

ROU assets obtained with business acquired:

Operating leases $ 15 $ —

Finance leases

Short-term Borrowings and Long-term Debt

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 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;

• $ 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.

On October 2, 2024, pursuant to the registration statement, we completed the issuance of senior unsecured notes of $ 1.15 billion, consisting of:

• $ 800 million aggregate principal amount of notes bearing interest at a fixed rate of 4.75 % per annum, due March 23, 2035 , with interest payable semi-annually on each of March 23 and September 23 commencing March 23, 2025;

• $ 350 million aggregate principal amount of notes bearing interest at a fixed rate of 5.25 % per annum, due October 13, 2054 , with interest payable semi-annually on each of April 13 and October 13 commencing April 13, 2025.

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 April 5, 2024, we repaid $ 100 million of the $ 500 million outstanding under our Delayed Draw Term Loan Credit Agreement (the 2022 DDTL Credit Agreement) due November 15, 2025.

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 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 April 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 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.

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.

I n October 2024, we used a portion of the net proceeds from the issuance of the notes to repay $ 200 million of the $ 400 million outstanding under our 2022 Delayed Draw Term Loan Credit Agreement due November 15, 2025 and a portion of our outstanding commercial paper.

We have $ 1.15 billion aggregate principal amount of senior notes maturing in March 2025, which we intend to repay by using a portion of the proceeds from the issuance of the notes along with cash on hand and issuing commercial paper.

Financial Instruments

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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 April 28, 2024, or July 30, 2023.

We did not have credit risk-related contingent features in our derivative instruments as of October 27, 2024, or July 28, 2024.

We are also exposed to credit risk from our customers.

During 2023, our largest customer accounted for approximately 22 % of consolidated net sales.

During 2024, our largest customer accounted for approximately 22 % of our consolidated net sales.

Our five largest customers accounted for approximately 47 % of our consolidated net sales in 2024.

5 unchanged sentences

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

The notional amount of foreign exchange forward contracts accounted for as cash-flow hedges was $ 75 million as of April 28, 2024, and $ 125 million as of July 30, 2023.

The notional amount of foreign exchange forward contracts accounted for as cash-flow hedges was $ 99 million as of October 27, 2024, and $ 108 million as of July 28, 2024.

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.

1 unchanged sentence

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 and option contracts that are not designated as accounting hedges was $ 279 million as of April 28, 2024, and $ 15 million as of July 30, 2023.

The notional amount of foreign exchange forward and option contracts that are not designated as accounting hedges was $ 458 million as of October 27, 2024, and $ 189 million as of July 28, 2024.

Interest Rate Risk

5 unchanged sentences

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 April 28, 2024 and July 30, 2023.

In conjunction with the issuance of senior unsecured notes on October 2, 2024, due on March 23, 2035, we settled forward starting interest rate swaps with a notional value of $ 700 million at a gain of less than $ 1 million.

The gain on these instruments was recorded in other comprehensive income (loss) and will be recognized in Interest expense over the life of the debt.

There were no forward starting interest rate swaps or treasury lock contracts outstanding as of October 27, 2024 and July 28, 2024.

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, natural gas, soybean oil, aluminum, cocoa, corn, soybean meal and butter.

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 April 28, 2024, or July 30, 2023.

The notional amount of commodity contracts not designated as accounting hedges was $ 211 million as of April 28, 2024, and $ 194 million as of July 30, 2023.

There were no commodity contracts designated as cash-flow hedges as of October 27, 2024, or July 28, 2024.

The notional amount of commodity contracts not designated as accounting hedges was $ 145 million as of October 27, 2024, and $ 200 million as of July 28, 2024.

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

2 unchanged sentences

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

The notional amount was $ 66 million as of April 28, 2024, and $ 47 million as of July 30, 2023.

The notional amount was $ 29 million as of October 27, 2024, and $ 48 million as of July 28, 2024.

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

4 unchanged sentences

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

The notional amounts of the contracts were $ 71 million as of April 28, 2024, and $ 42 million July 30, 2023.

The following table summarizes the fair value of derivative instruments on a gross basis as recorded in the Consolidated Balance Sheets as of April 28, 2024, and July 30, 2023:

(Millions) Balance Sheet Classification April 28, 2024 July 30, 2023

The notional amounts of the contracts were $ 80 million as of October 27, 2024, and $ 71 million as of July 28, 2024.

The following table summarizes the fair value of derivative instruments on a gross basis as recorded in the Consolidated Balance Sheets as of October 27, 2024, and July 28, 2024:

(Millions) Balance Sheet Classification October 27, 2024 July 28,

Asset Derivatives

5 unchanged sentences

Deferred compensation contracts Other current assets 1 3

Commodity contracts Other assets 1 1

Foreign exchange contracts Other current assets 1 —

Total derivatives not designated as hedges $ 5 $ 9

Total asset derivatives $ 7 $ 11

(Millions) Balance Sheet Classification April 28, 2024 July 30, 2023

(Millions) Balance Sheet Classification October 27, 2024 July 28,

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 $ 10 $ 16

Deferred compensation contracts Accrued liabilities 1 —

Foreign exchange contracts Accrued liabilities 1 —

Total derivatives not designated as hedges $ 11 $ 16

1 unchanged sentence

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 April 28, 2024, and July 30, 2023, would be adjusted as detailed in the following table:

April 28, 2024 July 30, 2023

However, if we were to offset and record the asset and liability balances of derivatives on a net basis, the amounts presented in the Consolidated Balance Sheets as of October 27, 2024, and July 28, 2024, would be adjusted as detailed in the following table:

October 27, 2024 July 28, 2024

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

2 unchanged sentences

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

A cash margin liability balance of $ 2 million at April 28, 2024, and an asset balance of $ 2 million at July 30, 2023, were included in Accrued liabilities and Other current assets, respectively, in the Consolidated Balance Sheets.

The following tables show the effect of our derivative instruments designated as cash-flow hedges for the three- and nine-month periods ended April 28, 2024, and April 30, 2023, in other comprehensive income (loss) (OCI) and the Consolidated Statements of Earnings:

Cash margin asset balances of $ 2 million at October 27, 2024 and July 28, 2024 were included in Other current assets in the Consolidated Balance Sheets.

The following table shows the effect of our derivative instruments designated as cash-flow hedges in other comprehensive income (loss) (OCI) and the Consolidated Statements of Earnings:

Total Cash-Flow Hedge

(Millions) April 28, 2024 April 30, 2023

(Millions) October 27, 2024 October 29, 2023

Three Months Ended

5 unchanged sentences

Location in Earnings

Foreign exchange contracts Cost of products sold — ( 2 )

Forward starting interest rate swaps Interest expense 1 —

OCI derivative gain (loss) at end of quarter $ ( 10 ) $ 3

Nine Months Ended

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

Effective portion of changes in fair value recognized in OCI:

Foreign exchange contracts 4 7

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 )

Foreign exchange contracts Cost of products sold ( 2 ) ( 6 )

Forward starting interest rate swaps Interest expense 1 1

OCI derivative gain (loss) at end of quarter $ ( 13 ) $ ( 1 )

Based on current valuations, the amount expected to be reclassified from OCI into earnings within the next 12 months is a loss of $ 1 million.

The following tables show the total amounts of line items presented in the Consolidated Statements of Earnings for the three- and nine-month periods ended April 28, 2024, and April 30, 2023, in which the effects of derivative instruments designated as cash-flow hedges are recorded and the total effect of hedge activity on these line items are as follows:

The following table shows the total amounts of line items presented in the Consolidated Statements of Earnings, 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:

Three Months Ended

April 28, 2024 April 30, 2023

(Millions) Cost of products sold Interest

expense Cost of products sold Interest

Consolidated Statements of Earnings:

$ 1,637 $ 70 $ 1,561 $ 47

Loss (gain) on cash-flow hedges:

Amount of loss (gain) reclassified from OCI to earnings $ — $ — $ ( 2 ) $ —

Nine Months Ended

April 28, 2024 April 30, 2023

(Millions) Cost of products sold Interest

expense Cost of products sold Interest

October 27, 2024 October 29, 2023

(Millions) Interest

expense Interest

Consolidated Statements of Earnings:

$ 5,047 $ 165 $ 5,028 $ 139

Loss (gain) on cash-flow hedges:

2 unchanged sentences

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

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

(Millions) April 28, 2024 April 30, 2023 April 28, 2024 April 30, 2023

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

(Millions) October 27, 2024 October 29, 2023

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

1 unchanged sentence

Deferred compensation contracts Administrative expenses ( 3 ) 4

Total loss (gain) $ ( 14 ) $ 18 $ ( 13 ) $ 5

Total $ ( 7 ) $ 15

Fair Value Measurements

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When available, we use unadjusted quoted 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.

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 April 28, 2024, and July 30, 2023, consistent with the fair value hierarchy:

April 28, 2024

The following tables present our financial assets and liabilities that are measured at fair value on a recurring basis as of October 27, 2024, and July 28, 2024, consistent with the fair value hierarchy:

October 27, 2024

Fair Value Measurements at

April 28, 2024 Using

October 27, 2024 Using

Fair Value Hierarchy

13 unchanged sentences

Total assets at fair value $ 8 $ 1 $ 5 $ 2 $ 12 $ 1 $ 6 $ 5

April 28, 2024

October 27, 2024

Fair Value Measurements at

April 28, 2024 Using

October 27, 2024 Using

Fair Value Hierarchy

8 unchanged sentences

10 1 9 — 16 1 15 —

Deferred compensation derivative contracts (3)

1 — 1 — — — — —

Deferred compensation obligation (4)

5 unchanged sentences

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 index swap rates.

(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 and liabilities for the nine-month periods ended April 28, 2024, and April 30, 2023:

Nine Months Ended

(Millions) April 28, 2024 April 30, 2023

The following table summarizes the changes in fair value of Level 3 assets and liabilities:

Three Months Ended

(Millions) October 27, 2024 October 29, 2023

Fair value at beginning of year $ 5 $ 2

4 unchanged sentences

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

There were cash equivalents of $ 26 million at April 28, 2024 and none at July 30, 2023.

There were cash equivalents of $ 169 million at October 27, 2024 and $ 25 million at July 28, 2024.

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

The fair value of short- and long-term debt was $ 6.714 billion at April 28, 2024, and $ 4.293 billion at July 30, 2023.

The carrying value was $ 7.179 billion at April 28, 2024, and $ 4.689 billion at July 30, 2023.

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

The fair value of short- and long-term debt was $ 7.623 billion at October 27, 2024, and $ 6.866 billion at July 28, 2024.

The carrying value was $ 7.917 billion at October 27, 2024, and $ 7.184 billion at July 28, 2024.

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.

Share Repurchases

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).

1 unchanged sentence

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

During the nine-month period ended April 28, 2024, we repurchased 1.08 million shares at a cost of $ 46 million pursuant to our June 2021 program.

As of April 28, 2024, approximately $ 58 million remained available under the June 2021 program and approximately $ 301 million remained available under the September 2021 program.

During the nine-month period ended April 30, 2023, we repurchased 2.692 million shares at a cost of $ 141 million.

In September 2024, the Board authorized an anti-dilutive share repurchase program of up to $ 250 million (September 2024 program) to offset the impact of dilution from shares issued under our stock compensation programs.

The September 2024 program has no expiration date, but it may be suspended or discontinued at any time.

Repurchases under the September 2024 program may be made in open-market or privately negotiated transactions.

The September 2024 program replaced an anti-dilutive share repurchase program of up to $ 250 million that was approved by the Board in June 2021 and has been terminated.

During the three-month periods ended October 27, 2024 and October 29, 2023, we repurchased 1.098 million shares at a cost of $ 54 million and 679 thousand shares at a cost of $ 28 million, respectively, pursuant to our anti-dilutive share repurchase programs.

As of October 27, 2024, approximately $ 206 million remained available under the September 2024 program and approximately $ 301 million remained available under the September 2021 program.

Stock-based Compensation

2 unchanged sentences

We last issued stock options and FCF performance restricted stock units in 2019.

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.

In connection with the Sovos Brands acquisition, in the third quarter of 2024, 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.

The Replacement units had a total fair value of $ 74 million based on the quoted price of our stock on the acquisition date.

See Note 3 for additional information.

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

Three Months Ended Nine Months Ended

(Millions) April 28, 2024 April 30, 2023 April 28, 2024 April 30, 2023

Three Months Ended

(Millions) October 27, 2024 October 29, 2023

Total pre-tax stock-based compensation expense $ 19 $ 17

$ 44 $ 17 $ 80 $ 48

Tax-related benefits $ 6 $ 2

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(1) Includes $ 26 million of expense related to accelerated vesting of certain Replacement units in the three- and nine-month periods ended April 28, 2024.

The following table summarizes stock option activity as of April 28, 2024:

The following table summarizes stock option activity:

Options Weighted-

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Terminated — $ —

Outstanding at April 28, 2024

Outstanding at October 27, 2024

779 $ 45.33 2.9 $ 4

Exercisable at April 28, 2024

Exercisable at October 27, 2024

779 $ 45.33 2.9 $ 4

The total intrinsic value of options exercised during the nine-month period ended April 30, 2023 was $ 3 million.

No options were exercised during the three-month period ended October 29, 2023.

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

1 unchanged sentence

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

The following table summarizes time-lapse restricted stock units and EPS performance restricted stock units as of April 28, 2024:

The following table summarizes time-lapse restricted stock units and EPS performance restricted stock units activity:

Units Weighted-Average Grant-Date Fair Value

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Granted 1,366 $ 48.36

Replacement units granted in connection with Sovos Brands acquisition 1,721 $ 43.01

Vested ( 1,190 ) $ 42.68

Forfeited ( 42 ) $ 43.34

Nonvested at April 28, 2024

Nonvested at October 27, 2024

3,434 $ 45.47

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

There were 887 thousand EPS performance target grants outstanding at April 28, 2024, with a weighted-average grant-date fair value of $ 42.98 .

As of April 28, 2024, total remaining unearned compensation related to nonvested time-lapse restricted stock units and EPS performance restricted stock units was $ 65 million, which will be amortized over the weighted-average remaining service period of 1.8 years.

The fair value of restricted stock units vested during the nine-month periods ended April 28, 2024, and April 30, 2023, was $ 95 million and $ 36 million, respectively.

The weighted-average grant-date fair value of the restricted stock units granted during the nine-month period ended April 30, 2023 was $ 47.55 .

The following table summarizes TSR performance restricted stock units as of April 28, 2024:

In the first quarter of 2025, recipients of EPS performance restricted stock units earned 100 % of the initial grants based upon actual performance achieved during a three-year period ended July 28, 2024.

There were 946 thousand EPS performance target grants outstanding at October 27, 2024, with a weighted-average grant-date fair value of $ 45.39 .

In connection with the divestiture of our Pop Secret popcorn business, in the first quarter of 2025, our adjusted EPS compound annual growth rate goals for the EPS performance restricted stock units granted in 2024 and 2023 were revised to equitably adjust for the impact of the completed divestiture that was not contemplated at the time of approval of the original targets.

As of October 27, 2024, total remaining unearned compensation related to nonvested time-lapse restricted stock units and EPS performance restricted stock units was $ 98 million, which will be amortized over the weighted-average remaining service period of 1.9 years.

The fair value of restricted stock units vested during the three-month periods ended October 27, 2024, and

October 29, 2023, was $ 59 million and $ 30 million, respectively.

The weighted-average grant-date fair value of the restricted stock units granted during the three-month period ended October 29, 2023 was $ 41.09 .

The following table summarizes TSR performance restricted stock units activity:

Units Weighted-Average Grant-Date Fair Value

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Forfeited ( 12 ) $ 47.40

Nonvested at April 28, 2024

Nonvested at October 27, 2024

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

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

As of April 28, 2024, total remaining unearned compensation related to TSR performance restricted stock units was $ 16 million, which will be amortized over the weighted-average remaining service period of 1.8 years.

As of October 27, 2024, total remaining unearned compensation related to TSR performance restricted stock units was $ 23 million, which will be amortized over the weighted-average remaining service period of 1.9 years.

In the first quarter of 2025, recipients of TSR performance restricted stock units earned 175 % of the initial grants based upon our TSR ranking in a performance peer group during a three-year period ended July 26, 2024.

As a result, approximately 199 thousand additional shares were awarded.

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.

The fair value of TSR performance restricted stock units vested during the nine-month periods ended April 28, 2024, and April 30, 2023, was $ 12 million and $ 21 million, respectively.

The grant-date fair value of the TSR performance restricted stock units granted during the nine-month period ended April 30, 2023, was $ 53.74 .

The tax benefits on the exercise of stock options in the nine-month period ended April 30, 2023 were not material.

Cash received from the exercise of stock options was $ 22 million for the nine-month period ended April 30, 2023, and is reflected in cash flows from financing activities in the Consolidated Statements of Cash Flows.

The fair value of TSR performance restricted stock units vested during the three-month periods ended October 27, 2024, and October 29, 2023, was $ 23 million and $ 12 million, respectively.

The grant-date fair value of the TSR performance restricted stock units granted during the three-month period ended October 29, 2023, was $ 44.18 .

Commitments and Contingencies

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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 the company’s 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.

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 April 28, 2024.

It is possible that some matters could require us to pay damages or make other expenditures or establish accruals in amounts that could not be reasonably estimated as of October 27, 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.

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Certain indemnifications have finite expiration dates.

Liabilities recognized based on known exposures related to such matters were not material at April 28, 2024.

Liabilities recognized based on known exposures related to such matters were not material at October 27, 2024.

Supplier Finance Program Obligations

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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 approximately $ 260 million at April 28, 2024 and July 30, 2023.

Amounts outstanding under these programs, which are included in Accounts payable on the Consolidated Balance Sheets, were approximately $ 269 million at October 27, 2024 and $ 243 million July 28, 2024.

Supplemental Financial Statement Data

(Millions) April 28, 2024 July 30, 2023

(Millions) October 27, 2024 July 28,

Balance Sheets

2 unchanged sentences

$ 1,413 $ 1,386

Three Months Ended Nine Months Ended

(Millions) April 28, 2024 April 30, 2023 April 28, 2024 April 30, 2023

Three Months Ended

(Millions) October 27, 2024 October 29, 2023

Statements of Earnings

1 unchanged sentence

Amortization of intangible assets (1)

$ 18 $ 10 $ 52 $ 31

Net periodic benefit expense (income) other than the service cost ( 1 ) ( 2 )

Costs associated with acquisition (2)

Loss on sale of business (3)

Transition services fees

Other ( 2 ) ( 1 ) — —

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(1) Includes accelerated amortization expense related to customer relationship intangible assets of $ 6 million and $ 20 million in the three- and nine-month periods ended April 28, 2024, respectively.

(1) Includes accelerated amortization expense related to customer relationship intangible assets of $ 7 million in the three-month periods ended October 27, 2024 and October 29, 2023.

(2) Related to the acquisition of Sovos Brands.

See Note 3 for additional information.

(3) Related to the sale of our Pop Secret popcorn business.

See Note 4 for additional information.

Subsequent Event

In November 2024, we entered into an agreement to sell our noosa yoghurt business for $ 200 million, subject to certain customary purchase price adjustments.

The closing of the transaction is subject to certain customary conditions, including regulatory approval.

In connection with the sale, we will provide certain transition services to support the business.

The noosa yoghurt business was purchased as part of the Sovos Brands acquisition.

Net sales of the business were $ 68 million in 2024.

Earnings were not material in 2024.

The results of the business are reflected within the Meals & Beverages segment.

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

What changed 10-Q

Item 1. Financial Statements