What changed in this filing

/stocks — the workspaceLOADING

Item 8. Financial Statements and Supplementary Data

2025-09-18 compared with 2024-09-19 · 394 added, 360 removed, 1295 unchanged (37% of the section changed)

22 unchanged sentences

Commitments and Contingencies

Supp lier Fi n ance Program Obligations

Supplier Finance Program Obligations

Supplemental Financial Statement Data

Subsequent Event

Management’s Report on Internal Control Over Financial Reporting

Report of Independent Registered Public Accounting Firm

CAMPBELL SOUP COMPANY

THE CAMPBELL'S COMPANY

Consolidated Statements of Earnings

1 unchanged sentence

2025 2024 2023

53 weeks 52 weeks 52 weeks

Net sales $ 10,253 $ 9,636 $ 9,357

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Net earnings (loss) attributable to noncontrolling interests — — —

Net earnings attributable to Campbell Soup Company $ 567 $ 858 $ 757

Net earnings attributable to The Campbell's Company $ 602 $ 567 $ 858

Per Share — Basic

Net earnings attributable to Campbell Soup Company $ 1.90 $ 2.87 $ 2.51

Net earnings attributable to The Campbell's Company $ 2.02 $ 1.90 $ 2.87

Weighted average shares outstanding — basic 298 298 299

Per Share — Assuming Dilution

Net earnings attributable to Campbell Soup Company

Net earnings attributable to The Campbell's Company

$ 2.01 $ 1.89 $ 2.85

1 unchanged sentence

See accompanying Notes to Consolidated Financial Statements.

CAMPBELL SOUP COMPANY

THE CAMPBELL'S COMPANY

Consolidated Statements of Comprehensive Income

2025 2024 2023

53 weeks 52 weeks 52 weeks

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

7 unchanged sentences

Pension and other postretirement benefits:

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

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

2 unchanged sentences

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

Total comprehensive income (loss) attributable to Campbell Soup Company $ 553 $ 853 $ 754

Total comprehensive income (loss) attributable to The Campbell's Company $ 604 $ 553 $ 853

See accompanying Notes to Consolidated Financial Statements.

CAMPBELL SOUP COMPANY

THE CAMPBELL'S COMPANY

Consolidated Balance Sheets

(millions, except per share amounts)

July 28, 2024 July 30, 2023

August 3, 2025 July 28, 2024

Current assets

20 unchanged sentences

Total liabilities 10,992 11,439

Commitments and contingencies

Campbell Soup Company shareholders' equity

Commitments and contingencies (Note 18)

The Campbell's Company shareholders' equity

Preferred stock;

7 unchanged sentences

Accumulated other comprehensive income (loss) ( 15 ) ( 17 )

Total Campbell Soup Company shareholders' equity 3,794 3,661

Total The Campbell's Company shareholders' equity 3,902 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

2025 2024 2023

53 weeks 52 weeks 52 weeks

Cash flows from operating activities:

8 unchanged sentences

Deferred income taxes ( 54 ) ( 47 ) ( 5 )

Net loss on sale of business — 13 —

Loss on extinguishment of debt — — 4

Loss on sales of businesses 25 — 13

Other 119 138 100

Changes in working capital, net of acquisition and divestiture

Changes in working capital, net of acquisition and divestitures

Accounts receivable 26 ( 16 ) ( 1 )

6 unchanged sentences

Purchases of plant assets ( 426 ) ( 517 ) ( 370 )

Purchases of route businesses ( 29 ) ( 13 ) ( 1 )

Sales of route businesses 34 1 2

Purchases of routes ( 144 ) ( 29 ) ( 13 )

Sales of routes 121 34 1

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

Sale of business — 41 —

Sales of businesses, net of cash divested 258 — 41

Net cash used in investing activities ( 187 ) ( 3,128 ) ( 340 )

8 unchanged sentences

Payments related to tax withholding for stock-based compensation ( 30 ) ( 46 ) ( 19 )

Payments related to extinguishment of debt — — ( 453 )

Payments of debt issuance costs ( 12 ) ( 23 ) —

5 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 August 1, 2021

Balance at July 31, 2022

323 $ 12 ( 24 ) $ ( 1,138 ) $ 415 $ 4,040 $ 2 $ 2 $ 3,333

11 unchanged sentences

( 449 ) ( 449 )

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

acquisition (1)

Treasury stock purchased ( 2 ) ( 67 ) ( 67 )

6 unchanged sentences

( 460 ) ( 460 )

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

acquisition (1)

Treasury stock purchased ( 1 ) ( 62 ) ( 62 )

Treasury stock issued under stock-based compensation plans 1 62 ( 19 ) ( 17 ) 26

Balance at July 28, 2024

Balance at August 3, 2025

323 $ 12 ( 25 ) $ ( 1,207 ) $ 418 $ 4,694 $ ( 15 ) $ 2 $ 3,904

3 unchanged sentences

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.

In this Report, unless otherwise stated, the terms "we," "us," "our" and the "company" refer to The Campbell's Company and its consolidated subsidiaries.

We are a manufacturer and marketer of high-quality, branded food and beverage products.

2 unchanged sentences

Our fiscal year ends on the Sunday nearest July 31.

There were 52 weeks in 2024, 2023, and 2022.

There were 53 weeks in 2025 and 52 weeks in 2024 and 2023.

There will be 52 weeks in 2026.

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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.

Cash and Cash Equivalents — All highly liquid debt instruments purchased with an original 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.

63 unchanged sentences

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.

In September 2022, the Financial Accounting Standards Board (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.

We adopted the guidance in the fourth quarter of 2023, with the exception of the rollforward information which was adopted in the fourth quarter of 2025.

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.

2 unchanged sentences

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.

We adopted the guidance in the fourth quarter of 2025.

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

See Note 7 for additional information.

Accounting Pronouncements Not Yet Adopted

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.

3 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.

1 unchanged sentence

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 .

Sovos Brands' portfolio included a variety of pasta sauces, dry pasta, soups, frozen entrées, frozen pizza and yogurts sold in North America under the brand names Rao’s, Michael Angelo’s and noosa .

See Note 4 for additional information on the noosa yoghurt business, which was sold on February 24, 2025.

Total purchase consideration was $ 2.899 billion, which was determined as follows:

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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 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.

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:

1 unchanged sentence

Trademarks Non-amortizable Indefinite $ 1,470

Trademarks Amortizable 20 76

Customer relationships Amortizable 20 to 30 230

Trademarks (1)

Amortizable 20 76

Customer relationships (2)

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.

_______________________________________

(1) Includes $ 74 million related to the noosa yoghurt business.

(2) Includes $ 18 million related to the noosa yoghurt business.

We incurred transaction costs and integration costs, including costs to achieve synergies, of $ 128 million associated with the Sovos Brands acquisition in 2024.

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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;

• $ 18 million in Cost 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;

7 unchanged sentences

Net sales $ 10,354 $ 10,316

Net earnings attributable to Campbell Soup Company $ 592 $ 677

Net earnings attributable to The Campbell's 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.

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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.

The business had net sales of $ 51 million in 2023.

Earnings were not material in the period.

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

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

We recognized a pre-tax loss on the sale of $ 25 million, or $ 19 million after tax.

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

The business had net sales of $ 9 million in 2025, $ 119 million in 2024, and $ 133 million in 2023.

Earnings were not material in the periods.

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

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

We entered into an agreement to sell our noosa yoghurt business in November 2024.

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

In the second quarter of 2025, we recorded $ 15 million of tax expense

related to the sale of the business.

We completed the sale on February 24, 2025, for $ 188 million, subject to certain customary purchase price adjustments.

The after-tax loss recorded on the sale was $ 15 million.

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

The business had net sales of $ 99 million in 2025 and $ 68 million in 2024 after it was purchased as part of the Sovos Brands acquisition on March 12, 2024.

Earnings were not material in the periods.

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

Accumulated Other Comprehensive Income (Loss)

4 unchanged sentences

Total Accumulated Comprehensive Income (Loss)

Balance at August 1, 2021

Balance at July 31, 2022

$ — $ — $ 2 $ 2

11 unchanged sentences

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

— ( 1 ) — ( 1 )

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

Balance at July 28, 2024

Balance at August 3, 2025

$ ( 11 ) $ ( 11 ) $ 7 $ ( 15 )

______________________________________

(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.

(1) Included no tax as of August 3, 2025, July 28, 2024, July 30, 2023, and July 31, 2022.

(2) Included a tax benefit of $ 3 million as of August 3, 2025, $ 2 million as of July 28, 2024, and $ 1 million as of July 30, 2023, and no tax as of July 31, 2022.

(3) Included tax expense of $ 2 million as of August 3, 2025, and $ 1 million as of July 28, 2024, July 30, 2023, and July 31, 2022.

Amounts related to noncontrolling interests were not material.

17 unchanged sentences

$ 990 $ 2,975 $ 3,965

Divestiture (1)

Acquisition (1)

1,116 — 1,116

2 unchanged sentences

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

Acquisition (2)

Divestitures (2)

( 65 ) ( 21 ) ( 86 )

Foreign currency translation adjustment — — —

Net balance at July 28, 2024

Net balance at August 3, 2025

$ 2,037 $ 2,954 $ 4,991

______________________________________

(1) See Note 4 for additional information on the sale of the Emerald nuts business.

(1) See Note 3 for additional information on the acquisition of Sovos Brands.

(2) See Note 4 for additional information on divestitures.

Intangible Assets

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

(Millions) Cost Accumulated Amortization Net Cost Accumulated Amortization Net

(Millions) Cost Accumulated Amortization Divestiture (1)

Net Cost Accumulated Amortization Net

Amortizable intangible assets

Customer relationships $ 1,060 $ ( 367 ) $ ( 17 ) $ 676 $ 1,060 $ ( 300 ) $ 760

$ 1,060 $ ( 300 ) $ 760 $ 830 $ ( 229 ) $ 601

Definite-lived trademarks 76 ( 2 ) ( 72 ) 2 76 ( 2 ) 74

76 ( 2 ) 74 — — —

Total amortizable intangible assets $ 1,136 $ ( 369 ) $ ( 89 ) $ 678 $ 1,136 $ ( 302 ) $ 834

Indefinite-lived trademarks

Rao's $ 1,470 $ 1,470

Snyder's of Hanover 470 620

7 unchanged sentences

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(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.

(1) See Note 4 for additional information on the divestiture of our noosa yoghurt business.

(2) The carrying amount as of 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.

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

(Snyder's-Lance) and includes the Pop Secret and Allied brands trademarks.

(3) Includes the Late July and Allied brands trademarks.

Amortization expense was $ 68 million for 2025, $ 73 million for 2024 and $ 48 million for 2023.

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

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.

Amortization expense in 2025, 2024 and 2023 included accelerated amortization expense of $ 20 million, $ 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 August 3, 2025, amortizable intangible assets had a weighted-average remaining useful life of 18 years.

Amortization expense is estimated to be approximately $ 40 million per year for the following five years.

pressure and reduced margins.

In the fourth quarter of 2024, based on recent performance and the reevaluation of the position of the Allied brands within our portfolio, we lowered our near-term and long-term outlook for future sales and operating performance, reducing the carrying value of the trademarks to $ 43 million.

In the fourth quarter of 2024, we performed an impairment assessment on the assets in our Pop Secret popcorn business within our Snacks segment as sales and operating performance were below expectations due in part to competitive pressure and reduced margins, and as we pursued divesting the business.

As a result of these factors, in the fourth quarter of 2024, we lowered our long-term outlook for the business and recognized an impairment charge of $ 76 million on the trademark, reducing the carrying value of the trademark to $ 28 million.

The sale of the business was completed on August 26, 2024.

During the second quarter of 2025, we performed an interim impairment assessment on our Allied brands trademarks as our sales performance was below expectations.

In the second quarter of 2025, based on recent performance, we lowered our long-term outlook and recognized an impairment charge of $ 15 million on the trademarks, reducing the carrying value to $ 28 million.

During the second quarter of 2025, we performed an interim impairment assessment on the Late July trademark within our Snacks segment as our sales performance was below expectations.

In the second quarter of 2025, based on recent performance, we lowered our long-term outlook and recognized an impairment charge of $ 11 million on the trademark, reducing the carrying value to $ 47 million.

During the third quarter of 2025, we performed an interim impairment assessment on the Snyder's of Hanover trademark within our Snacks segment as our sales and operating performance were below expectations.

In the third quarter of 2025, based on recent performance, we lowered our long-term outlook and recognized an impairment charge of $ 150 million on the trademark, reducing the carrying value to $ 470 million.

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.

As of the 2025 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 $ 2.587 billion and included the Rao's , Snyder's of Hanover , Pace , Pacific Foods , Late July and Allied brands trademarks.

The estimates of future cash flows used in impairment testing involve significant management judgment and are based upon assumptions about expected future operating performance, assumed royalty rates, economic conditions, market conditions and cost of capital.

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

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

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

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.

Our operating segments, which are also our reportable segments, are as follows:

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

The segment includes the following products:

4 unchanged sentences

Pace Mexican sauces;

Campbell’s gravies, pasta, beans and dinner sauces;

SpaghettiOs pasta;

Campbell’s gravies, beans and dinner sauces;

Swanson canned poultry;

1 unchanged sentence

Campbell's tomato juice;

and as of March 12, 2024, Rao's pasta sauces, dry pasta, frozen entrées, frozen pizza and soups;

and as of March 12, 2024, Rao's pasta sauces, dry pasta, frozen entrées, frozen pizza and soup s;

Michael Angelo’s frozen entrées and pasta sauces;

and noosa yogurts.

The noosa yoghurt business was sold on February 24, 2025.

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, 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.

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

The segment also included the results of our Pop Secret popcorn business, which was sold on August 26, 2024 and our Emerald nuts business, which was sold on May 30, 2023.

Beginning in 2026, the snacking and meals and beverages retail business in Latin America is managed under our Meals & Beverages segment.

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.

Our chief operating decision maker (CODM) is our President and Chief Executive Officer.

Our CODM uses segment operating earnings as the profit measure in evaluating segment performance during the annual plan and forecasting process and

in monitoring actual performance versus plan.

Segment operating earnings are comprised of earnings before interest, taxes and costs associated with restructuring activities, cost savings and optimization initiatives, impairment charges, accelerated amortization 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.

2 unchanged sentences

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.

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

Our largest customer, Wal-Mart Stores, Inc.

and its affiliates, accounted for approximately 22 % of consolidated net sales in 2024, 2023, and 2022.

and its affiliates, accounted for approximately 21 % of consolidated net sales in 2025 and 22 % in 2024 and 2023.

Both of our reportable segments sold products to Wal-Mart Stores, Inc.

or its affiliates.

(Millions) 2024 2023 2022

Meals & Beverages $ 5,258 $ 4,907 $ 4,607

Snacks 4,378 4,450 3,955

Total $ 9,636 $ 9,357 $ 8,562

(Millions) 2024 2023 2022

Earnings before interest and taxes

Meals & Beverages $ 974 $ 894 $ 874

Snacks 648 640 517

Corporate income (expense) (1)

2025 2024 2023

Restructuring charges (2)

(Millions) Meals & Beverages Snacks Total Meals & Beverages Snacks Total Meals & Beverages Snacks Total

Net sales $ 6,050 $ 4,203 $ 10,253 $ 5,258 $ 4,378 $ 9,636 $ 4,907 $ 4,450 $ 9,357

Cost of products sold 4,140 2,970 3,532 3,063 3,292 3,151

Other segment items (1)

834 673 752 667 721 659

Total $ 1,000 $ 1,312 $ 1,163

Segment operating earnings $ 1,076 $ 560 $ 1,636 $ 974 $ 648 $ 1,622 $ 894 $ 640 $ 1,534

Corporate expense (income) (2)

Restructuring charges (3)

Earnings before interest and taxes $ 1,124 $ 1,000 $ 1,312

Interest expense 345 249 188

Interest income 17 6 4

Earnings before taxes $ 796 $ 757 $ 1,128

(Millions) 2025 2024 2023

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______________________________________

(1) Other segment items for each of the reportable segments includes marketing and selling expenses, administrative expenses, research and development expenses and expense for amortization of intangible assets.

(2) 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.

There were actuarial losses of $ 24 million in 2025, losses of $ 33 million in 2024 and gains of $ 15 million in 2023.

Costs related to the cost savings and optimization initiatives were $ 101 million, $ 92 million and $ 50 million in 2025, 2024 and 2023, 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.

Unrealized mark-to-market adjustments on outstanding undesignated commodity hedges were gains of $ 11 million in 2025, losses of $ 22 million in 2024 and gains of $ 21 million in 2023.

Accelerated amortization expense related to customer relationship intangible assets was $ 20 million, $ 27 million and $ 7 million in 2025, 2024 and 2023,

respectively.

Intangible asset impairment charges were $ 176 million and $ 129 million in 2025 and 2024, respectively.

Insurance recoveries of $ 1 million and costs of $ 3 million related to a cybersecurity incident were included in 2025 and 2024, 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 $ 5 million in 2025 and 2024.

A loss on the sale of our Pop Secret popcorn business of $ 25 million was included in 2025 and a loss on the sale of our Emerald nuts business of $ 13 million was included in 2023.

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.

(3) See Note 8 for additional information.

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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.

We are a North American focused company with 95 % of our net sales related to our U.S operations in 2025, 2024 and 2023.

Primarily all of our long-lived assets relate to our U.S.

operations, with less than 1 % related to non-U.S operations in 2025 and 2024.

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

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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

(Millions) 2024 2023 Total Program

Restructuring charges $ 17 $ 16 $ 297

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

(Millions) Recognized as of

July 28, 2024

(Millions) Total Program

Severance pay and benefits

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Implementation costs and other related costs

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.

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

13 26 24 3 $ 66

2023 cash payments

Accrued balance at July 30, 2023 (1)

13 41 28 22 $ 104

2024 cash payments

Accrued balance at July 28, 2024 (2)

_______________________________________

(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.

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) 2024 Costs Incurred to Date

(Millions) Total Program

Meals & Beverages $ 288

Snacks 38 383

Corporate 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.

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

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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.

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.

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)

__________________________________

(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.

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 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.

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 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.

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:

(Millions) 2025

Restructuring charges $ 24

Administrative expenses 41

Cost of products sold 32

Marketing and selling expenses 4

Research and development expenses 3

Total pre-tax charges $ 104

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

(Millions) Recognized as of August 3, 2025

Severance pay and benefits

Asset impairment/accelerated depreciation 31

Implementation costs and other related costs

The total estimated pre-tax costs for actions that have been identified to date are approximately $ 215 million, and we expect to incur substantially all of the costs through 2028.

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Of the aggregate $ 215 million of pre-tax costs identified to date, we expect approximately $ 155 million will be cash expenditures.

In addition, we expect to invest approximately $ 235 million in capital expenditures.

In addition, we expect to invest approximately $ 205 million in capital expenditures, of which we invested $ 147 million as of August 3, 2025.

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

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

Accrued balance at July 28, 2024 (1)

24 47 31 2 $ 104

2025 cash payments

Accrued balance at August 3, 2025 (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.

(2) Includes $ 14 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 reserve in the Consolidated Balance Sheet.

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:

(Millions) 2025

Meals & Beverages $ 74

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 2024, we incurred $ 5 million in Marketing and selling expenses related to this initiative.

In 2025, we incurred $ 20 million in Marketing and selling expenses and $ 1 million in Administrative expenses related to this initiative.

In 2024, we incurred $ 5 million in Marketing and selling expenses related

to this initiative As of August 3, 2025, we have incurred $ 25 million in Marketing and selling expenses and $ 1 million in Administrative 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 2024 and 2023 excludes less than 1 million stock options that would have been antidilutive.

The earnings per share calculation for 2025 excludes approximately 1 million stock options that would have been antidilutive.

The earnings per share calculation for 2024 and 2023 excludes less than 1 million stock options that would have been antidilutive.

Pension and Postretirement Benefits

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Expected return on plan assets ( 79 ) ( 80 ) ( 100 ) — — —

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

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

Actuarial losses (gains) 26 33 ( 6 ) ( 2 ) — ( 9 )

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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 losses recognized in 2025 were primarily due to gains on plan assets that were less than the expected return, partially offset by increases in the discount rates used to determine the benefit obligation.

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.

The postretirement actuarial gains recognized in 2025 were primarily due to plan experience.

The postretirement actuarial gains recognized in 2023 were primarily due to increases in discount rates used to determine the benefit obligation.

Change in benefit obligation:

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Actuarial losses (gains) ( 8 ) 38 ( 2 ) —

Plan amendment — — ( 7 ) —

Benefits paid ( 119 ) ( 101 ) ( 15 ) ( 16 )

Settlements — ( 352 ) — —

Other — ( 1 ) — —

Foreign currency adjustment ( 4 ) ( 2 ) — —

Foreign currency translation adjustment — ( 4 ) — —

Benefit obligation at end of year $ 1,214 $ 1,267 $ 127 $ 145

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Benefits paid ( 109 ) ( 91 )

Settlements — ( 352 )

Foreign currency adjustment ( 5 ) ( 4 )

Foreign currency translation adjustment — ( 5 )

Fair value at end of year $ 1,244 $ 1,307

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Prior service credit (cost) $ 9 $ 3

The change in amounts recognized in accumulated other comprehensive income (loss) associated with postretirement benefits was due to the plan amendment in 2025, net of amortization.

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:

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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.

The accumulated benefit obligation for all pension plans was $ 1.195 billion at August 3, 2025, and $ 1.247 billion at July 28, 2024.

Weighted-average assumptions used to determine benefit obligations at the end of the year:

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Unobservable inputs, which are valued based on our estimates of assumptions that market participants would use in pricing the asset or liability.

The following table presents our pension plan assets by asset category at July 28, 2024, and July 30, 2023:

July 28, 2024

The following table presents our pension plan assets by asset category at August 3, 2025, and July 28, 2024:

August 3, 2025

Fair Value Measurements at

July 28, 2024 Using

August 3, 2025 Using

Fair Value Hierarchy

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1 — 1 — 1 — 1 —

— — — — 116 115 1 —

Corporate bonds:

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Real estate 68 65

Hedge funds — 2

Total investments measured at net asset value:

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Mortgage backed securities are traded in the over-the-counter market.

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.

Real estate — Real estate investments consist of property funds and commingled funds primarily invested in publicly listed infrastructure securities and publicly traded real estate securities.

Real estate investments are valued based on the net asset values of such funds and 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.

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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:

The following table summarizes the changes in fair value of Level 3 investments for the years ended August 3, 2025, and July 28, 2024:

(Millions) Real Estate Hedge Funds Total

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Transfers out of Level 3 — — —

Fair value at July 28, 2024

Fair value at August 3, 2025

(Millions) Real Estate Hedge Funds Total

Fair value at July 30, 2023

$ 2 $ 11 $ 13

Actual return on plan assets — ( 1 ) ( 1 )

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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

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.

In addition, for employees not eligible to participate in defined benefit plans that we sponsor, we provide a contribution equal to 3 % of eligible compensation regardless of their participation in the 401(k) Retirement Plan.

Amounts charged to Costs and expenses were $ 77 million in 2025 and $ 73 million in 2024 and 2023.

We lease warehouse and distribution facilities, office space, manufacturing facilities, equipment and vehicles, primarily through operating leases.

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Total future undiscounted lease payments 394 77

Less imputed interest 40 16

Less interest 39 7

Total reported lease liability $ 355 $ 70

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Finance leases

$ 37 $ 55 $ 17

ROU assets obtained with business acquired:

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$ 194 $ 190 $ 270

$ 190 $ 270 $ 218

(Millions) 2025 2024 2023

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( 0.4 ) ( 0.1 ) 0.1

Divestitures 1.8 — 0.2

Nondeductible executive compensation (1)

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(1) The increase in 2024 is associated with the acquisition of Sovos Brands.

On July 4, 2025, the One Big Beautiful Bill Act (OBBBA) was signed into law.

The OBBBA makes certain provisions of the Tax Cuts and Jobs Act of 2017 permanent and makes changes to some U.S.

corporate tax provisions, many of which have different effective dates.

The provisions of the OBBBA did not have a material impact on our consolidated financial statements in 2025.

We do not expect the OBBBA to have a material impact on our effective tax rate.

However, we do anticipate future cash tax benefits due to changes in the tax laws for depreciation and research and development expenses.

On August 16, 2022, the Inflation Reduction Act (IRA) was signed into law.

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Net deferred tax liability $ 1,351 $ 1,424

At July 28, 2024, our U.S.

As of August 3, 2025, our U.S.

subsidiaries had tax loss carryforwards of approximately $ 114 million.

Of these carryforwards, $ 10 million may be carried forward indefinitely, and $ 104 million expire between 2026 and 2044, 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.

subsidiaries had capital loss carryforwards of approximately $ 123 million, all of which were offset by valuation allowances.

As of August 3, 2025, our net deferred liability included $ 5 million of tax effected loss carryforwards, of which $ 3 million was offset by a deferred tax asset valuation allowance.

Additionally, as of August 3, 2025, our U.S.

subsidiaries had capital loss carryforwards of approximately $ 98 million.

Of these capital loss carryforwards, $ 52 million expire in 2026, and $ 46 million may be carried forward indefinitely.

As of August 3, 2025, our net deferred liability included $ 18 million of tax effected capital loss carryforwards, all of which was offset by a deferred tax asset valuation allowance.

The net change in the deferred tax asset valuation allowance in 2025 was a decrease of $ 6 million.

The decrease was primarily due to the sale of our Pop Secret popcorn business.

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.

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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.

As of August 3, 2025, other deferred tax assets included $ 3 million of state tax credit carryforwards with the majority expiring between 2029 and 2039.

As of August 3, 2025, deferred tax asset valuation allowances had been established to offset $ 2 million of the tax credit carryforwards.

As of August 3, 2025, 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.

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Balance at end of year $ 18 $ 17 $ 15

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 amount of unrecognized tax benefits that, if recognized, would impact the annual effective tax rate was $ 15 million as of August 3, 2025, $ 14 million as of July 28, 2024, and $ 12 million as of July 30, 2023.

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.

We reasonably expect reductions in the liability for unrecognized tax benefits of approximately $ 4 million within the next 12 months due to settlement of tax examinations.

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 2025, 2024, and 2023.

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.

The total amount of interest and penalties recognized in the Consolidated Balance Sheets in Other liabilities was $ 7 million as of August 3, 2025, and $ 6 million as of July 28, 2024.

We file income tax returns in the U.S.

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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.

borrowings, was 4.69 % as of August 3, 2025, and 5.60 % as of July 28, 2024.

As of August 3, 2025, we issued $ 27 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

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.

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.

On August 5, 2025, we entered into an Extension Agreement to extend the maturity date of the 2024 Revolving Credit Facility Agreement by one year from April 16, 2029 to April 16, 2030 .

The 2024 Revolving Credit Facility Agreement remained unused at August 3, 2025, 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.

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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.

We expect to continue to access the commercial paper markets, bank credit lines and utilize cash flows from operations to support our short-term liquidity requirements.

We have $ 400 million aggregate principal amount of senior notes maturing in March 2026 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:

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5.40 % Notes due March 21, 2034

4.75 % Notes due March 23, 2035

3.80 % Notes due August 2, 2042

1 unchanged sentence

3.125 % Notes due April 24, 2050

5.25 % Notes due October 13, 2054

Finance leases 38 46

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Thereafter $ 3,520

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.

The remaining $ 400 million was repaid in October 2024 and November 2024 as described below.

On October 10, 2023 , we entered into the 2024 DDTL Credit Agreement totaling up to $ 2 billion scheduled to mature on October 8, 2024 .

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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.

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.

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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.

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.

In 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 the 2022 DDTL Credit Agreement due November 15, 2025 and a portion of our outstanding commercial paper.

In November 2024, we repaid the remaining $ 200 million outstanding under the 2022 DDTL Credit Agreement.

In March 2025, we used a portion of the net proceeds from the issuance of the notes along with cash on hand and the issuance of commercial paper to repay a $ 1.15 billion aggregate principal amount of senior notes that matured in March 2025.

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 addition, we are exposed to 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.

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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 July 28, 2024, or July 30, 2023.

We did not have credit risk-related contingent features in our derivative instruments as of August 3, 2025, or July 28, 2024.

We are also exposed to credit risk from our customers.

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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.

We utilize foreign exchange forward 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.

The notional amount of foreign exchange forward contracts accounted for as cash-flow hedges was $ 183 million as of August 3, 2025, 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.

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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.

The notional amount of foreign exchange forward contracts and option contracts that are not designated as accounting hedges was $ 413 million as of August 3, 2025, and $ 189 million as of July 28, 2024.

Interest Rate Risk

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The change in fair value on undesignated instruments is recorded in Interest expense.

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.

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.

The gains and losses on these instruments were recorded in other comprehensive income (loss) and will be recognized in Interest expense over the respective lives of the debt.

There were no forward starting interest rate swaps or treasury lock contracts outstanding as of August 3, 2025 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, soybean oil, natural gas, cocoa, aluminum, corn and soybean meal.

We also enter into commodity futures, options and swap contracts to reduce the volatility of price fluctuations of wheat, diesel fuel, natural gas, soybean oil, cocoa, aluminum, soybean meal and corn.

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.

There were no commodity contracts designated as cash-flow hedges as of August 3, 2025 or July 28, 2024.

The notional amount of commodity contracts not designated as accounting hedges was $ 184 million as of August 3, 2025, and $ 200 million as of July 28, 2024.

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

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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 notional amount was approximately $ 49 million as of August 3, 2025, and $ 48 million as of July 28, 2024.

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

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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.

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:

The notional amounts of the contracts as of August 3, 2025, and July 28, 2024, were $ 76 million and $ 71 million, respectively.

The following tables summarize the fair value of derivative instruments on a gross basis as recorded in the Consolidated Balance Sheets as of August 3, 2025, and July 28, 2024:

(Millions) Balance Sheet Classification 2025 2024

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Deferred compensation contracts Other current assets 1 3

Commodity contracts Other assets — 1

Foreign exchange contracts Other current assets 2 —

Total derivatives not designated as hedges $ 15 $ 9

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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:

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 August 3, 2025, and July 28, 2024, would be adjusted as detailed in the following table:

(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

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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.

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:

A cash margin liability balance of less than $ 1 million at August 3, 2025, and an asset balance of $ 2 million at July 28, 2024, were included in Accrued liabilities and Other current assets, respectively, 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

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Effective portion of changes in fair value recognized in OCI:

Commodity contracts — — 13

Foreign exchange contracts ( 3 ) 6 5

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OCI derivative gain (loss) at end of year $ ( 14 ) $ ( 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:

Based on current valuations, the amount expected to be reclassified from OCI into earnings within the next 12 months is a loss of $ 6 million.

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:

2025 2024 2023

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Consolidated Statements of Earnings $ 7,134 $ 345 $ 6,665 $ 249 $ 6,440 $ 188

$ 6,665 $ 249 $ 6,440 $ 188 $ 5,935 $ 189

Loss (gain) on cash-flow hedges:

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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

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.

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.

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:

July 28, 2024 Fair Value Measurements at

July 28, 2024 Using

The following tables present our financial assets and liabilities that are measured at fair value on a recurring basis consistent with the fair value hierarchy:

August 3, 2025 Fair Value Measurements at

August 3, 2025 Using

Fair Value Hierarchy Fair Value

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Total assets at fair value $ 16 $ 2 $ 11 $ 3 $ 12 $ 1 $ 6 $ 5

July 28, 2024 Fair Value Measurements at

July 28, 2024 Using

August 3, 2025 Fair Value Measurements at

August 3, 2025 Using

Fair Value Hierarchy Fair Value

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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.

(3) Based on equity and fixed income 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:

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

(Millions) 2025 2024

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In the fourth quarter of 2024, we recognized impairment charges on certain trademarks in our Snacks segment.

In the second and third quarters of 2025, we performed interim impairment assessments on certain trademarks in our Snacks segment.

See also Note 6 for additional information on the impairment charges.

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The following table presents fair value measurements of the trademarks:

(Millions) Impairment Charges Fair Value

Pop Secret $ 76 $ 28

March 2025 December 2024 May 2024

(Millions) Impairment Charge Fair Value Impairment Charges Fair Value Impairment Charges Fair Value

Snyder's of Hanover $ 150 $ 470

Late July $ 11 $ 47

Allied brands $ 15 $ 28 $ 53 $ 43

Pop Secret $ 76 $ 28

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.

There were no cash equivalents with fair value based on Level 2 inputs at August 3, 2025.

There were $ 25 million of cash equivalents with fair value based on Level 2 inputs at July 28, 2024.

The fair value of short- and long-term debt was $ 6.545 billion at August 3, 2025, and $ 6.866 billion at July 28, 2024.

The carrying value was $ 6.857 billion at August 3, 2025, 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.

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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).

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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.

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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.

In 2025, we repurchased 1.303 million shares at a cost of $ 62 million pursuant to our anti-dilutive share repurchase program.

In 2024 and 2023, we repurchased 1.56 million shares at a cost of $ 67 million and 2.698 million shares at a cost of $ 142 million, respectively.

As of August 3, 2025, approximately $ 198 million remained available under the September 2024 program and approximately $ 301 million remained under the September 2021 program.

Stock-based Compensation

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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

shareholders.

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 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.

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.

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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.

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.

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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.

In determining stock-based compensation expense, we estimate forfeitures expected to occur.

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(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:

The following table summarizes stock option activity:

Options Weighted-

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Terminated — $ —

Outstanding at July 28, 2024

Outstanding at August 3, 2025

779 $ 45.33 2.0 $ —

Exercisable at July 28, 2024

Exercisable at August 3, 2025

779 $ 45.33 2.0 $ —

The total intrinsic value of options exercised during 2024, 2023 and 2022 was $ 1 million, $ 3 million and $ 1 million, respectively.

The total intrinsic value of options exercised during 2024 and 2023 was $ 1 million and $ 3 million, respectively.

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

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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:

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

Units Weighted-

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Granted 1,496 $ 47.37

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

Vested ( 1,455 ) $ 43.19

Forfeited ( 406 ) $ 46.08

Nonvested at July 28, 2024

Nonvested at August 3, 2025

2,935 $ 44.98

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 determine the fair value of time-lapse restricted stock units and EPS CAGR 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.

There were 809 thousand EPS CAGR performance target grants outstanding at August 3, 2025, with a weighted-average grant-date fair value of $ 45.19 .

The actual number of EPS CAGR 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.

approximately 158 thousand additional shares were awarded.

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.

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 similarly revised.

In connection with the divestiture of our noosa yoghurt business in the third quarter of 2025, our adjusted EPS compound annual growth rate goals for the EPS performance restricted stock units granted in 2025, 2024, and 2023 were again similarly revised.

As of August 3, 2025, total remaining unearned compensation related to nonvested time-lapse restricted stock units and EPS CAGR performance restricted units was $ 40 million, which will be amortized over the weighted-average remaining service period of 1.7 years.

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

The fair value of restricted stock units vested during 2025, 2024 and 2023 was $ 69 million, $ 97 million and $ 37 million, respectively.

The weighted-average grant-date fair value of the restricted stock units granted during 2024 and 2023 was $ 41.57 and $ 47.65 , respectively.

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

In the first quarter of 2026, recipients of EPS CAGR performance restricted stock units will receive a 48 % payout based upon performance achieved during a three-year period ended August 3, 2025.

The following table summarizes TSR performance restricted stock units:

Units Weighted-

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Forfeited ( 166 ) $ 46.24

Nonvested at July 28, 2024

Nonvested at August 3, 2025

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 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.

As of August 3, 2025, total remaining unearned compensation related to TSR performance restricted stock units was $ 10 million, which will be amortized over the weighted-average remaining service period of 1.7 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.

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The weighted-average grant-date fair value of the TSR performance restricted stock units granted during 2024 and 2023 was $ 44.18 and $ 53.74 , 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.

In the first quarter of 2026, recipients of TSR performance restricted stock units will receive a 50 % payout based upon our TSR ranking in a performance peer group during a three-year period ended August 1, 2025.

The tax benefits on the exercise of stock options in 2024 and 2023 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.

Cash received from the exercise of stock options was $ 2 million and $ 22 million for 2024 and 2023, respectively, and is reflected in cash flows from financing activities in the Consolidated Statements of Cash Flows.

Commitments and Contingencies

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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

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

Disposition valuations are 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.

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 litigation proceedings are ongoing.

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.

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 August 3, 2025.

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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We guarantee approximately 4,500 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.

The maximum potential amount of the future payments under existing guarantees we could be required to make is $ 570 million as of August 3, 2025.

Our guarantees are indirectly secured by the distribution routes.

We do not expect that we will be required to make material guarantee payments as a result of defaults on the bank loans guaranteed.

The amounts recognized as of July 28, 2024, and July 30, 2023, were not material.

The amounts recognized as of August 3, 2025, and July 28, 2024, 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.

Liabilities recognized based on known exposures related to such matters were not material at August 3, 2025, and July 28, 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 $ 243 million at July 28, 2024, and $ 258 million at July 30, 2023.

The rollforward of our outstanding obligations confirmed as valid under our supplier finance program, which are included in Accounts payable on the Consolidated Balance Sheets, for the year ended August 3, 2025 is as follows:

(Millions) 2025

Confirmed obligations outstanding at beginning of the year $ 243

Invoices confirmed during the year 1,052

Confirmed invoices paid during the year ( 1,056 )

Foreign currency translation adjustment 1

Confirmed obligations outstanding at end of the year $ 240

Supplemental Financial Statement Data

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(Millions) 2025 2024

Investments $ 5 $ —

Operating lease ROU assets, net of amortization 326 333

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Impairment of intangible assets (2)

Loss on sale of business (3)

Loss on sales of businesses (3)

Costs associated with acquisition (4)

Transition services fees ( 4 ) ( 2 ) ( 1 )

Other ( 3 ) — 2

$ 273 $ 261 $ 32

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__________________________________________

(1) Includes accelerated amortization expense related to customer relationship intangible assets of $ 27 million and $ 7 million in 2024 and 2023, respectively.

(1) Includes accelerated amortization expense related to customer relationship intangible assets of $ 20 million, $ 27 million and $ 7 million in 2025, 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.

(3) See Note 4 for additional information.

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(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.

Statements of Cash Flows

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Interest received $ 17 $ 6 $ 4

Income taxes paid $ 252 $ 268 $ 196

Income taxes paid, net of refunds $ 268 $ 252 $ 268

Non-cash Investing Activities

Accrued and unpaid capital expenditures $ 149 $ 109 $ 122

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.

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).

The management of The Campbell's 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.

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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.

The Company’s management assessed the effectiveness of the Company’s internal control over financial reporting as of August 3, 2025.

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.

Based on this assessment using those criteria, management concluded that the Company’s internal control over financial reporting was effective as of August 3, 2025.

The effectiveness of the Company’s internal control over financial reporting as of August 3, 2025 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report, which appears on the next page.

President and Chief Executive Officer

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Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders of Campbell Soup Company

To the Board of Directors and Shareholders of The Campbell's 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.

We have audited the accompanying consolidated balance sheets of The Campbell's Company and its subsidiaries (the "Company") as of August 3, 2025 and July 28, 2024, 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 August 3, 2025, including the related notes and schedule of valuation and qualifying accounts for each of the three years in the period ended August 3, 2025 appearing on page 92 (collectively referred to as the "consolidated financial statements").

We also have audited the Company's internal control over financial reporting as of August 3, 2025, 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 August 3, 2025 and July 28, 2024, and the results of its operations and its cash flows for each of the three years in the period ended August 3, 2025 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 August 3, 2025, 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.

The Company's management is responsible for these consolidated financial statements, for maintaining effective i nternal 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.

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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

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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.

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates 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 matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Indefinite-Lived Intangible Assets Impairment Tests for Certain Trademarks

As described in Notes 1 and 6 to the consolidated financial statements, the Company’s indefinite-lived trademarks were $3.678 billion as of August 3, 2025.

Of the carrying value of all indefinite-lived trademarks, $1.470 billion related to the Rao’s trademark, $470 million related to the Snyder's of Hanover trademark, $318 million related to the Kettle Brand trademark, and $280 million related to the Pacific Foods 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.

Fair value is determined using a relief from royalty valuation method based on discounted cash flow analyses that include significant 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;

In the third quarter of 2025, based on recent performance of the Snyder’s of Hanover brand, management lowered its long-term outlook and recognized an impairment charge of $150 million on the trademark.

T he principal considerations for our determination that performing procedures relating to the indefinite-lived intangible assets impairment tests 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 revenue growth rates and weighted average costs of capital for the Rao’s and Snyder’s of Hanover trademarks and the assumed royalty rates for the Rao’s , Snyder's of Hanover , Kettle Brand , and Pacific Foods 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 included testing the effectiveness of controls relating to management’s indefinite-lived intangible assets impairment tests for certain trademarks.

These procedures also included, among others (i) testing management’s process for developing the fair value estimate of certain trademarks;

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(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;

and (iv) evaluating the reasonableness of the significant assumptions used by management related to the revenue growth rates and weighted average costs of capital for the Rao’s and Snyder’s of Hanover trademarks and the assumed royalty rates for the Rao’s , Snyder's of Hanover , Kettle Brand , and Pacific Foods trademarks.

Evaluating management’s assumptions related to the revenue growth rates and the assumed royalty rates involved evaluating whether the assumptions used by management were 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.

and (iii) whether the 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 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;

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 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.

/s/ PricewaterhouseCoopers LLP

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What changed 10-K

Item 8. Financial Statements and Supplementary Data