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1、UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington,D.C.20549Form 10-Q(Mark One)QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934For the Quarterly Period Ended January 26,2025or TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT

2、 OF 1934For the transition period from _ to _Commission File Number:1-3822THE CAMPBELLS COMPANY(Exact name of registrant as specified in its charter)New Jersey21-0419870(State or other jurisdiction of incorporation or organization)(I.R.S.Employer Identification No.)1 Campbell PlaceCamden,New Jersey

3、08103-1799(Address of principal executive offices)(Zip Code)(856)342-4800(Registrants telephone number,including area code)Securities registered pursuant to Section 12(b)of the Act:Title of each classTrading Symbol(s)Name of each exchange on which registeredCapital Stock,par value$.0375CPBThe Nasdaq

4、 Stock Market LLCIndicate by check mark whether the registrant:(1)has filed all reports required to be filed by Section 13 or 15(d)of the Securities Exchange Act of 1934 during thepreceding 12 months(or for such shorter period that the registrant was required to file such reports),and(2)has been sub

5、ject to such filing requirements for the past 90 days.Yes NoIndicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T(232.405 of this chapter)during the preceding 12 months(or for such shorte

6、r period that the registrant was required to submit such files).Yes NoIndicate by check mark whether the registrant is a large accelerated filer,an accelerated filer,a non-accelerated filer,a smaller reporting company or an emerging growthcompany.See the definitions of large accelerated filer,accele

7、rated filer,smaller reporting company,and emerging growth company in Rule 12b-2 of the Exchange Act.Large accelerated filerAccelerated filerNon-accelerated filerSmaller reporting companyEmerging growth companyIf an emerging growth company,indicate by check mark if the registrant has elected not to u

8、se the extended transition period for complying with any new or revisedfinancial accounting standards provided pursuant to Section 13(a)of the Exchange Act.Indicate by check mark whether the registrant is a shell company(as defined in Rule 12b-2 of the Exchange Act).Yes NoThere were 298,181,866 shar

9、es of capital stock outstanding as of February 27,2025.TABLE OF CONTENTSPART I-FINANCIAL INFORMATION3Item 1.Financial Statements3Consolidated Statements of Earnings3Consolidated Statements of Comprehensive Income4Consolidated Balance Sheets5Consolidated Statements of Cash Flows6Consolidated Statemen

10、ts of Equity7Notes to Consolidated Financial Statements8Item 2.Managements Discussion and Analysis of Financial Condition and Results of Operations30Item 3.Quantitative and Qualitative Disclosure About Market Risk44Item 4.Controls and Procedures44PART II-OTHER INFORMATION44Item 1.Legal Proceedings44

11、Item 2.Unregistered Sales of Equity Securities and Use of Proceeds44Item 5.Other Information45Item 6.Exhibits45INDEX TO EXHIBITS45SIGNATURES462PART I-FINANCIAL INFORMATIONItem 1.Financial StatementsTHE CAMPBELLS COMPANYConsolidated Statements of Earnings(unaudited)(millions,except per share amounts)

12、Three Months EndedSix Months EndedJanuary 26,2025January 28,2024January 26,2025January 28,2024Net sales$2,685$2,456$5,457$4,974 Costs and expensesCost of products sold1,866 1,680 3,771 3,410 Marketing and selling expenses256 217 506 439 Administrative expenses165 189 340 347 Research and development

13、 expenses25 25 51 49 Other expenses/(income)41 26 84 50 Restructuring charges5 2 11 4 Total costs and expenses2,358 2,139 4,763 4,299 Earnings before interest and taxes327 317 694 675 Interest expense88 46 175 95 Interest income8 12 1 Earnings before taxes247 271 531 581 Taxes on earnings74 68 140 1

14、44 Net earnings173 203 391 437 Less:Net earnings(loss)attributable to noncontrolling interests Net earnings attributable to The Campbells Company$173$203$391$437 Per Share BasicNet earnings attributable to The Campbells Company$.58$.68$1.31$1.47 Weighted average shares outstanding basic298 298 298 2

15、98 Per Share Assuming DilutionNet earnings attributable to The Campbells Company$.58$.68$1.30$1.46 Weighted average shares outstanding assuming dilution299 299 300 299 See accompanying Notes to Consolidated Financial Statements.3THE CAMPBELLS COMPANYConsolidated Statements of Comprehensive Income(un

16、audited)(millions)Three Months EndedJanuary 26,2025January 28,2024Pre-taxamountTax benefit(expense)After-taxamountPre-taxamountTax benefit(expense)After-taxamountNet earnings(loss)$173$203 Other comprehensive income(loss):Foreign currency translation:Foreign currency translation adjustments$(5)$(5)$

17、6$6 Cash-flow hedges:Unrealized gains(losses)arising during the period3 3(28)6(22)Reclassification adjustment for losses(gains)included in net earnings(1)(1)(1)(1)Pension and other postretirement benefits:Prior service credit arising during the period Reclassification of prior service credit include

18、d in net earnings Other comprehensive income(loss)$(3)$(3)$(23)$6(17)Total comprehensive income(loss)$170$186 Total comprehensive income(loss)attributable to noncontrolling interests Total comprehensive income(loss)attributable to The Campbells Company$170$186 Six Months EndedJanuary 26,2025January

19、28,2024Pre-taxamountTax benefit(expense)After-taxamountPre-taxamountTax benefit(expense)After-taxamountNet earnings(loss)$391$437 Other comprehensive income(loss):Foreign currency translation:Foreign currency translation adjustments$(7)$(7)$(3)$(3)Cash-flow hedges:Unrealized gains(losses)arising dur

20、ing the period3 3(20)4(16)Reclassification adjustment for losses(gains)included in net earnings (1)(1)Pension and other postretirement benefits:Prior service credit arising during the period7(2)5 Reclassification of prior service credit included in net earnings Other comprehensive income(loss)$3$(2)

21、1$(24)$4(20)Total comprehensive income(loss)$392$417 Total comprehensive income(loss)attributable to noncontrolling interests Total comprehensive income(loss)attributable to The Campbells Company$392$417 See accompanying Notes to Consolidated Financial Statements.4THE CAMPBELLS COMPANYConsolidated B

22、alance Sheets(unaudited)(millions,except per share amounts)January 26,2025July 28,2024Current assetsCash and cash equivalents$829$108 Accounts receivable,net711 630 Inventories1,288 1,386 Other current assets118 66 Assets of business held for sale235 Total current assets3,181 2,190 Plant assets,net

23、of depreciation2,637 2,698 Goodwill4,988 5,077 Other intangible assets,net of amortization4,535 4,716 Other assets569 554 Total assets$15,910$15,235 Current liabilitiesShort-term borrowings$1,179$1,423 Accounts payable1,356 1,311 Accrued liabilities705 720 Dividends payable119 115 Accrued income tax

24、es 7 Liabilities of business held for sale54 Total current liabilities3,413 3,576 Long-term debt6,496 5,761 Deferred taxes1,413 1,426 Other liabilities676 676 Total liabilities11,998 11,439 Commitments and contingenciesThe Campbells Company shareholders equityPreferred stock;authorized 40 shares;non

25、e issued Capital stock,$.0375 par value;authorized 560 shares;issued 323 shares12 12 Additional paid-in capital406 437 Earnings retained in the business4,716 4,569 Capital stock in treasury,at cost(1,208)(1,207)Accumulated other comprehensive income(loss)(16)(17)Total The Campbells Company sharehold

26、ers equity3,910 3,794 Noncontrolling interests2 2 Total equity3,912 3,796 Total liabilities and equity$15,910$15,235 See accompanying Notes to Consolidated Financial Statements.5THE CAMPBELLS COMPANYConsolidated Statements of Cash Flows(unaudited)(millions)Six Months Ended January 26,2025January 28,

27、2024Cash flows from operating activities:Net earnings$391$437 Adjustments to reconcile net earnings to operating cash flowImpairment charges26 Restructuring charges11 4 Stock-based compensation36 36 Pension and postretirement benefit expense2 3 Depreciation and amortization219 192 Deferred income ta

28、xes5 6 Net loss on sale of business25 Other67 76 Changes in working capital,net of divestitureAccounts receivable(94)(116)Inventories52 102 Other current assets(24)(22)Accounts payable and accrued liabilities40(17)Other(19)(17)Net cash provided by operating activities737 684 Cash flows from investin

29、g activities:Purchases of plant assets(211)(263)Purchases of route businesses(90)(6)Sales of route businesses61 13 Sale of business70 Other(5)Net cash used in investing activities(175)(256)Cash flows from financing activities:Short-term borrowings,including commercial paper663 1,416 Short-term repay

30、ments,including commercial paper(925)(1,596)Long-term borrowings1,144 Long-term repayments(400)Dividends paid(227)(224)Treasury stock purchases(56)(29)Payments related to tax withholding for stock-based compensation(28)(14)Payments of debt issuance costs(11)Other(1)Net cash provided by(used in)finan

31、cing activities160(448)Effect of exchange rate changes on cash(1)Net change in cash and cash equivalents721(20)Cash and cash equivalents beginning of period108 189 Cash and cash equivalents end of period$829$169 See accompanying Notes to Consolidated Financial Statements.6THE CAMPBELLS COMPANYConsol

32、idated Statements of Equity(unaudited)(millions,except per share amounts)The Campbells Company Shareholders Equity Capital StockAdditionalPaid-in CapitalEarningsRetained inthe BusinessAccumulated OtherComprehensive Income(Loss)NoncontrollingInterests IssuedIn TreasuryTotalEquity SharesAmountSharesAm

33、ountBalance at October 29,2023323$12(25)$(1,212)$388$4,573$(6)$2$3,757 Net earnings(loss)203 203 Other comprehensive income(loss)(17)(17)Dividends($.37 per share)(111)(111)Treasury stock purchased(1)(1)Treasury stock issued under stock-based compensation plans 1 19 20 Balance at January 28,2024323$1

34、2(25)$(1,212)$407$4,665$(23)$2$3,851 Balance at July 30,2023323$12(25)$(1,219)$420$4,451$(3)$2$3,663 Net earnings(loss)437 437 Other comprehensive income(loss)(20)(20)Dividends($.74 per share)(223)(223)Treasury stock purchased(1)(29)(29)Treasury stock issued under stock-based compensation plans 1 36

35、(13)23 Balance at January 28,2024323$12(25)$(1,212)$407$4,665$(23)$2$3,851 Balance at October 27,2024323$12(25)$(1,210)$393$4,660$(13)$2$3,844 Net earnings(loss)173 173 Other comprehensive income(loss)(3)(3)Dividends($.39 per share)(117)(117)Treasury stock purchased(2)(2)Treasury stock issued unders

36、tock-based compensation plans 4 13 17 Balance at January 26,2025323$12(25)$(1,208)$406$4,716$(16)$2$3,912 Balance at July 28,2024323$12(25)$(1,207)$437$4,569$(17)$2$3,796 Net earnings(loss)391 391 Other comprehensive income(loss)1 1 Dividends($.76 per share)(228)(228)Treasury stock purchased(1)(56)(

37、56)Treasury stock issued understock-based compensation plans1 55(31)(16)8 Balance at January 26,2025323$12(25)$(1,208)$406$4,716$(16)$2$3,912 See accompanying Notes to Consolidated Financial Statements.7Notes to Consolidated Financial Statements(unaudited)1.Basis of Presentation and Significant Acco

38、unting PoliciesIn this Form 10-Q,unless otherwise stated,the terms we,us,our and the company refer to The Campbells Company and its consolidatedsubsidiaries.The financial statements reflect all adjustments which are,in our opinion,necessary for a fair statement of the results of operations,financial

39、 position andcash flows for the indicated periods.The accounting policies we used in preparing these financial statements are substantially consistent with those we appliedin our Annual Report on Form 10-K for the year ended July 28,2024.The results for the period are not necessarily indicative of t

40、he results to be expected for other interim periods or the full year.Our fiscal year ends on theSunday nearest July 31,which is August 3,2025.There will be 53 weeks in 2025.There were 52 weeks in 2024.2.Recent Accounting PronouncementsIn September 2022,the Financial Accounting Standards Board(FASB)i

41、ssued guidance that enhances the transparency of supplier finance programs byrequiring disclosure of the key terms of these programs and a related rollforward of these obligations to understand the effect on working capital,liquidity andcash flows.The guidance is effective for fiscal years beginning

42、 after December 15,2022,including interim periods in those fiscal years,except for therollforward requirement,which is effective for fiscal years beginning after December 15,2023.We adopted the guidance in the fourth quarter of 2023,withthe exception of the annual rollforward requirement,which we wi

43、ll adopt in our 2025 annual reporting.The adoption did not have a material impact on ourconsolidated financial statements.See Note 18 for additional information.In November 2023,the FASB issued guidance to improve reportable segment disclosures,primarily through enhanced disclosures about significan

44、tsegment expenses.In addition,the guidance enhances interim disclosure requirements,clarifies circumstances in which an entity can disclose multiplesegment measures of profit or loss,provides new segment disclosure requirements for entities with a single reportable segment and contains other disclos

45、urerequirements.The purpose of the guidance is to enable investors to better understand an entitys overall performance and assess potential future cash flows.The guidance is effective for fiscal years beginning after December 15,2023,and interim periods within fiscal years beginning after December 1

46、5,2024.Early adoption is permitted.We are currently evaluating the impact that the new guidance will have on our consolidated financial statements.In December 2023,the FASB issued guidance to improve income tax disclosures by requiring disaggregated information about a reporting entityseffective tax

47、 rate reconciliation as well as information on income taxes paid.The guidance is effective for annual periods beginning after December 15,2024.The guidance should be applied on a prospective basis with the option to apply the standard retrospectively.Early adoption is permitted.We are currentlyevalu

48、ating 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 ofinventory,employee compensation,depreciation and intangible asset am

49、ortization)included in certain expense captions.The guidance requires disclosure ofthe total amount of selling expenses and,on an annual basis,disclosure of the definition of selling expenses.The guidance is effective for fiscal yearsbeginning after December 15,2026,and interim periods within fiscal

50、 years beginning after December 15,2027.Early adoption is permitted.The guidanceshould be applied on a prospective basis with the option to apply the standard retrospectively.We are currently evaluating the impact that the new guidancewill have on our consolidated financial statements.83.Acquisition

51、On August 7,2023,we entered into a merger agreement to acquire Sovos Brands,Inc.(Sovos Brands)for$23.00 per share.On March 12,2024,wecompleted the acquisition.Sovos Brands portfolio includes a variety of pasta sauces,dry pasta,soups,frozen entres,frozen pizza and yogurts,all of whichare sold in Nort

52、h America under the brand names Raos,Michael Angelos and noosa.See Note 4 for additional information on the noosa yoghurt business.Total purchase consideration was$2.899 billion,which was determined as follows:(Millions)Cash consideration paid to Sovos Brands shareholders$2,307Cash paid for share-ba

53、sed awards32Cash consideration paid directly to shareholders$2,339Cash paid for transaction costs of Sovos Brands32Repayment of Sovos Brands existing indebtedness and accrued interest486Total cash consideration$2,857Fair value of replacement share-based awards42Total consideration$2,899_Consideratio

54、n paid to Sovos Brands shareholders which reflects$23.00 per share.Represents cash paid to equity award holders of Sovos Brands restricted stock and restricted stock unit awards attributable to pre-combination service.Thisexcludes$3 million of cash paid that was recognized as expense.We issued repla

55、cement equity awards in settlement of certain Sovos Brands equity awards that did not become vested in connection with the acquisition.The portion of fair value of the replacement awards attributable to pre-combination service was$42 million and is included in the purchase consideration.We recognize

56、d$26 million of expense related to accelerated vesting of certain replacement awards in the third quarter of 2024.The cash portion of the acquisition was funded through a 2024 Delayed Draw Term Loan Credit Agreement of$2 billion and cash on hand.The table below presents the fair value that was alloc

57、ated to acquired assets and assumed liabilities:(Millions)Estimated Fair ValueCash$240 Accounts receivable96 Inventories130 Other current assets5 Plant assets100 Other intangible assets1,776 Other assets16 Total assets acquired$2,363 Accounts payable$96 Accrued liabilities56 Accrued income taxes1 Lo

58、ng-term debt9 Deferred taxes407 Other liabilities11 Total liabilities assumed$580 Net assets acquired$1,783 Goodwill1,116 Total consideration$2,899 The excess of the purchase price over the estimated fair values of identifiable net assets was recorded as$1.116 billion of goodwill.The goodwill is not

59、deductible for tax purposes.The goodwill was primarily attributable to future growth(1)(2)(3)(1)(2)(3)9opportunities,anticipated synergies,and intangible assets that did not qualify for separate recognition.The goodwill is included in the Meals&Beveragessegment.The identifiable intangible assets of

60、Sovos Brands consist of:(Millions)Type Life in YearsValueTrademarksNon-amortizableIndefinite$1,470 TrademarksAmortizable2076 Customer relationshipsAmortizable20to30230 Total identifiable intangible assets$1,776 _Includes$74 million related to the noosa yoghurt business.Includes$18 million related to

61、 the noosa yoghurt business.Excluding the assets of the noosa yoghurt business held for sale,as of January 26,2025,the weighted-average remaining useful life of amortizableintangible assets was 29 years.We incurred$10 million and$19 million of costs associated with the acquisition in the three-and s

62、ix-month periods ended January 28,2024.For the three-and six-month periods ended January 26,2025,the Sovos Brands acquisition contributed$313 million and$623 million to Net sales and aloss of$9 million and$12 million to Net earnings,respectively,including the effect of integration costs and interest

63、 expense on the debt to finance theacquisition.The following unaudited summary information is presented on a consolidated pro forma basis as if the Sovos Brands acquisition had occurred on August1,2022:Three MonthsEndedSix MonthsEnded(Millions)January 28,2024January 28,2024Net sales$2,760$5,551 Net

64、earnings attributable to The Campbells Company$196$411 The pro forma results are not necessarily indicative of the combined results had the Sovos Brands acquisition been completed on August 1,2022,nor arethey indicative of future combined results.The pro forma amounts include adjustments to interest

65、 expense for financing the acquisition,to amortization anddepreciation expense based on the estimated fair value and useful lives of intangible assets and plant assets,and related tax effects.The pro forma resultsinclude adjustments to reflect amortization of the acquisition date fair value adjustme

66、nt to inventories,expenses related to accelerated vesting of replacementawards and severance and retention bonuses as of August 1,2022.4.DivestituresOn August 26,2024,we sold our Pop Secret popcorn business for$70 million.We recognized a pre-tax loss on the sale of$25 million,or$19 millionafter tax.

67、In connection with the sale,we will provide certain transition services to support the business.The business had net sales of$9 million for the six-month period ended January 26,2025,and$32 million and$61 million for the three-and six-monthperiods ended January 28,2024,respectively.Earnings were not

68、 material in the periods.The results of the business were reflected within the Snacksreportable segment.Subsequent to the end of the second quarter,we completed the sale of our noosa yoghurt business on February 24,2025,for$188 million,subject tocertain customary purchase price adjustments.In connec

69、tion with the sale,we will provide certain transition services to support the business.The noosa yoghurt business was purchased as part of the Sovos Brands acquisition.In the second quarter of 2025,we recorded$15 million of deferred taxexpense related to the sale of the business.Net sales of the bus

70、iness were$39 million and$83 million for the three-and six-month periods endedJanuary 26,2025,respectively,and$68 million from March 12,2024 through July 28,2024.Earnings were not material in the periods.The results of thebusiness are reflected within the Meals&Beverages segment.(1)(2)(1)(2)10The as

71、sets and liabilities of the business have been reflected as current Assets of business held for sale and current Liabilities of business held for sale asof January 26,2025.The assets and liabilities were as follows:(Millions)January 26,2025Accounts receivable,net$1Inventories1Plant assets,net of dep

72、reciation5Goodwill6Other intangible assets,net of amortization8Other assetsAssets of business held for sale$23Accounts payable$1Accrued liabilities1Long-term debtDeferred taxes1Other liabilitiesLiabilities of business held for sale$55.Accumulated Other Comprehensive Income(Loss)The components of Acc

73、umulated other comprehensive income(loss)consisted of the following:(Millions)Foreign CurrencyTranslationAdjustmentsCash-Flow HedgesPension andPostretirement BenefitPlan AdjustmentsTotal AccumulatedComprehensiveIncome(Loss)Balance at July 30,2023$(1)$(4)$2$(3)Other comprehensive income(loss)before r

74、eclassifications(3)(16)(19)Losses(gains)reclassified from accumulated other comprehensiveincome(loss)(1)(1)Net current-period other comprehensive income(loss)(3)(17)(20)Balance at January 28,2024$(4)$(21)$2$(23)Balance at July 28,2024$(10)$(9)$2$(17)Other comprehensive income(loss)before reclassific

75、ations(7)3 5 1 Losses(gains)reclassified from accumulated othercomprehensive income(loss)Net current-period other comprehensive income(loss)(7)3 5 1 Balance at January 26,2025$(17)$(6)$7$(16)_Included no tax as of January 26,2025,July 28,2024,January 28,2024 and July 30,2023.Included a tax benefit o

76、f$2 million as of January 26,2025,and July 28,2024,$5 million as of January 28,2024 and$1 million as of July 30,2023.Included tax expense of$3 million as of January 26,2025,and$1 million as of July 28,2024,January 28,2024 and July 30,2023.Amounts related to noncontrolling interests were not material

77、.(1)(2)(3)(1)(2)(3)11The amounts reclassified from Accumulated other comprehensive income(loss)consisted of the following:Three Months EndedSix Months Ended(Millions)January 26,2025January 28,2024January 26,2025January 28,2024Location of Loss(Gain)Recognized inEarningsLosses(gains)on cash-flow hedge

78、s:Foreign exchange contracts$(1)$(2)$(1)$(2)Cost of products soldForward starting interest rate swaps 1 1 1 Interest expenseTotal before tax$(1)$(1)$(1)Tax expense(benefit)Loss(gain),net of tax$(1)$(1)$(1)6.Goodwill and Intangible AssetsGoodwillThe following table shows the changes in the carrying a

79、mount of goodwill:(Millions)Meals&BeveragesSnacksTotalNet balance at July 28,2024$2,102$2,975$5,077 Divestiture(21)(21)Amounts reclassified to Assets of business held for sale(65)(65)Foreign currency translation adjustment(3)(3)Net balance at January 26,2025$2,034$2,954$4,988 _On August 26,2024,we s

80、old our Pop Secret popcorn business.See Note 4 for additional information.See Note 4 for additional information on our noosa yoghurt business.Intangible AssetsThe following table summarizes balance sheet information for intangible assets,excluding goodwill:January 26,2025July 28,2024(Millions)CostAc

81、cumulatedAmortizationAmountsreclassified toAssets ofbusiness held forsaleNetCostAccumulatedAmortizationNetAmortizable intangible assetsCustomer relationships$1,060$(338)$(17)$705$1,060$(300)$760 Definite-lived trademarks76(2)(72)2 76(2)74 Total amortizable intangible assets$1,136$(340)$(89)$707$1,13

82、6$(302)$834 Indefinite-lived trademarksRaos$1,470$1,470 Snyders of Hanover620 620 Lance350 350 Kettle Brand318 318 Pace292 292 Pacific Foods280 280 Cape Cod187 187 Various other Snacks311 365 Total indefinite-lived trademarks$3,828$3,882 Total net intangible assets$4,535$4,716 _(1)(2)(1)(2)(1)(2)(3)

83、12See Note 4 for additional information on our noosa yoghurt business.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.SeeNote 4 for additional information.Includes the Late July and Allied brands trademarks.

84、Amortization expense was$39 million for the six-month period ended January 26,2025,and$34 million for the six-month period ended January 28,2024.Amortization expense for both the six-month periods ended January 26,2025 and January 28,2024 included$14 million of accelerated amortizationexpense on cus

85、tomer relationships,which began in the fourth quarter of 2023 due to the loss of certain contract manufacturing customers.As ofJanuary 26,2025,amortizable intangible assets had a weighted-average remaining useful life of 19 years.Amortization expense is estimated to beapproximately$70 million in 202

86、5 and$40 million per year for the following four years.During the second quarter of 2025,we performed an interim impairment assessment on certain salty snacks and cookie trademarks within our Snackssegment,including Toms,Jays,Krunchers,O-Ke-Doke,Stella Doro and Archway,collectively referred to as ou

87、r Allied brands.In 2025,sales performancewas below expectations.In the second quarter of 2025,based on recent performance,we lowered our long-term outlook and recognized an impairment chargeof$15 million on the Allied brands trademarks.As of January 26,2025,the carrying value of the Allied brands tr

88、ademarks was$28 million.During the second quarter of 2025,we performed an interim impairment assessment on the Late July trademark within our Snacks segment.In 2025,salesperformance was below expectations.In the second quarter of 2025,based on recent performance,we lowered our long-term outlook and

89、recognized animpairment charge of$11 million on the trademark.As of January 26,2025,the carrying value of the Late July trademark was$47 million.The impairment charges were recorded in Other expenses/(income)in the Consolidated Statement of Earnings.The$1.47 billion carrying value of the Raos tradem

90、ark associated with the Sovos Brands acquisition approximates fair value.Excluding the carryingvalue of the Raos trademark,based on the 2024 annual impairment testing and interim assessments described above,indefinite-lived trademarks withapproximately 10%or less of excess coverage of fair value ove

91、r carrying value had an aggregate carrying value of$1.267 billion as of January 26,2025,andincluded the Snyders of Hanover,Pace,Pacific Foods,Late July and Allied brands trademarks.The estimates of future cash flows used in determining the fair value of goodwill and intangible assets involve signifi

92、cant management judgment and arebased 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

93、actual cash flows could differmaterially from managements estimates due to changes in business conditions,operating performance and economic conditions.7.Segment InformationOur reportable segments are as follows:Meals&Beverages,which consists of our soup,simple meals and beverage products in retail

94、and foodservice in the U.S.and Canada.The segmentincludes the following products:Campbells condensed and ready-to-serve soups;Swanson broth and stocks;Pacific Foods broth,soups and non-dairy beverages;Prego pasta sauces;Pace Mexican sauces;SpaghettiOs pasta,Campbells gravies,beans and dinner sauces;

95、Swanson cannedpoultry;V8 juices and beverages;Campbells tomato juice;and as of March 12,2024,Raos pasta sauces,dry pasta,frozen entres,frozen pizza andsoups,Michael Angelos frozen entres and pasta sauces;and noosa yogurts.The noosa yoghurt business was sold on February 24,2025.Thesegment also includ

96、es snacking products in foodservice and Canada;andSnacks,which consists of Pepperidge Farm cookies,crackers and fresh bakery and frozen products,including Goldfish crackers;Snyders of Hanoverpretzels;Lance sandwich crackers;Cape Cod potato chips;Kettle Brand potato chips;Late July snacks;and Snack F

97、actory pretzel crisps,and othersnacking products in retail in the U.S.The segment also includes the snacking and meals and beverages retail business in Latin America.Thesegment included the results of the Pop Secret popcorn business,which was sold on August 26,2024.We refer to the following products

98、 as our leadership brands:Campbells condensed and ready-to-serve soups;Chunky soups;Swanson broth,stocks andcanned poultry;Pacific Foods broth,soups and non-dairy beverages;Prego pasta sauces;Pace Mexican sauces;V8 juices and beverages;Raos pasta sauces,dry pasta,frozen entres,frozen pizza and soups

99、;Pepperidge Farm cookies,crackers and fresh bakery;Goldfish crackers;Snyders of Hanover pretzels;Lancesandwich crackers;Cape Cod potato chips;Kettle Brand potato chips;Late July snacks;and Snack Factory pretzel crisps.We evaluate segment performance before interest,taxes and costs associated with re

100、structuring activities,cost savings and optimization initiatives,impairment charges and corporate expenses.Unrealized gains and losses on outstanding undesignated commodity hedging activities are excluded fromsegment operating earnings and are recorded in Corporate as these open positions represent

101、hedges of future purchases.Upon closing of the contracts,therealized gain or loss is transferred to segment(1)(2)(3)13operating earnings,which allows the segments to reflect the economic effects of the hedge without exposure to quarterly volatility of unrealized gains andlosses.Only the service cost

102、 component of pension and postretirement expense is allocated to segments.All other components of expense,including interestcost,expected return on assets,amortization of prior service credits and recognized actuarial gains and losses are reflected in Corporate and not included insegment operating r

103、esults.Asset information by segment is not discretely maintained for internal reporting or used in evaluating performance.Three Months EndedSix Months Ended(Millions)January 26,2025January 28,2024January 26,2025January 28,2024Net salesMeals&Beverages$1,679$1,382$3,385$2,786 Snacks1,006 1,074 2,072 2

104、,188 Total$2,685$2,456$5,457$4,974 Three Months EndedSix Months Ended(Millions)January 26,2025January 28,2024January 26,2025January 28,2024Earnings before interest and taxesMeals&Beverages$291$247$628$534 Snacks114 161 256 322 Corporate income(expense)(73)(89)(179)(177)Restructuring charges(5)(2)(11

105、)(4)Total$327$317$694$675 _Represents unallocated items.Costs related to cost savings and optimization initiatives were$20 million and$49 million in the three-and six-monthperiods ended January 26,2025,and$34 million and$45 million in the three-and six-month periods ended January 28,2024,respectivel

106、y.Unrealizedmark-to-market adjustments on outstanding undesignated commodity hedges were gains of$14 million and$18 million in the three-and six-monthperiods ended January 26,2025,and gains of$7 million and losses of$8 million in the three-and six-month periods ended January 28,2024,respectively.Acc

107、elerated amortization expense related to customer relationship intangible assets was$7 million and$14 million in the three-and six-month periodsended January 26,2025 and January 28,2024.Intangible asset impairment charges were$26 million in the three-and six-month periods ended in January26,2025.A l

108、oss on the sale of our Pop Secret popcorn business of$25 million was included in the six-month period ended January 26,2025.Litigationexpenses related to the Plum baby food and snacks business,which was divested on May 3,2021,and certain other litigation matters were$1 million and$2 million in the t

109、hree-and six-month periods ended January 26,2025 and$1 million and$3 million in the three-and six-month periods endedJanuary 28,2024,respectively.Insurance recoveries of$1 million and costs of$3 million related to a cybersecurity incident were included in the six-month periods ended January 26,2025

110、and January 28,2024,respectively.A postretirement actuarial loss of$2 million was included in the six-monthperiod ended January 26,2025.Costs of$10 million and$19 million associated with the acquisition of Sovos Brands were included in the three-and six-month periods ended January 28,2024,respective

111、ly.See Note 8 for additional information.Our net sales based on product categories are as follows:Three Months EndedSix Months Ended(Millions)January 26,2025January 28,2024January 26,2025January 28,2024Net salesSoup$849$841$1,701$1,701 Snacks1,058 1,127 2,186 2,300 Other simple meals605 317 1,218 61

112、9 Beverages173 171 352 354 Total$2,685$2,456$5,457$4,974 Soup includes various soup,broths and stock products.Snacks include cookies,pretzels,crackers,popcorn,potato chips,tortilla chips and other saltysnacks and baked products.Other simple meals include sauces,yogurts,pasta,frozen entres,(1)(2)(1)(

113、2)14canned poultry,frozen pizza,gravies and beans.Beverages include V8 juices and beverages,Campbells tomato juice and Pacific Foods non-dairy beverages.8.Restructuring Charges,Cost Savings Initiatives and Other Optimization InitiativesMulti-year Cost Savings Initiatives and Snyders-Lance,Inc.(Snyde

114、rs-Lance)Cost Transformation Program and IntegrationContinuing OperationsBeginning in 2015,we implemented initiatives to reduce costs and to streamline our organizational structure.Over the years,we expanded these initiatives by continuing to optimize our supply chain and manufacturing networks,as w

115、ell as our informationtechnology infrastructure.On March 26,2018,we completed the acquisition of Snyders-Lance.Prior to the acquisition,Snyders-Lance launched a cost transformation programfollowing a comprehensive review of its operations with the goal of significantly improving its financial perfor

116、mance.We continued to implement thisprogram and identified opportunities for additional cost synergies as we integrated Snyders-Lance.In 2022,we expanded these initiatives as we continued to pursue cost savings by further optimizing our supply chain and manufacturing network andthrough effective cos

117、t management.In the second quarter of 2023,we announced plans to consolidate our Snacks offices in Charlotte,North Carolina,andNorwalk,Connecticut,into our headquarters in Camden,New Jersey.A summary of the pre-tax charges recognized in the Consolidated Statements of Earnings related to these initia

118、tives is as follows:January 28,2024(Millions)Three Months EndedSix Months EndedTotal ProgramRestructuring charges$2$4$297 Administrative expenses29 34 437 Cost of products sold3 6 128 Marketing and selling expenses1 3 23 Research and development expenses1 2 10 Total pre-tax charges$36$49$895 A summa

119、ry of the pre-tax costs associated with the initiatives is as follows:(Millions)Total ProgramSeverance pay and benefits$253 Asset impairment/accelerated depreciation134 Implementation costs and other related costs508 Total$895 Of the aggregate$895 million pre-tax costs incurred,approximately$720 mil

120、lion were cash expenditures.Segment operating results do not include restructuring charges,implementation costs and other related costs because we evaluate segment performanceexcluding such charges.A summary of the pre-tax costs associated with segments is as follows:(Millions)Total ProgramMeals&Bev

121、erages$288 Snacks383 Corporate224 Total$895 As of July 28,2024,we substantially completed the multi-year cost savings initiatives and Snyders-Lance cost transformation program and integration.Certain phases that had not been fully implemented were incorporated into the 2025 cost savings initiatives

122、described below.15Sovos Brands Integration InitiativesOn March 12,2024,we completed the acquisition of Sovos Brands.See Note 3 for additional information.We identified opportunities for cost synergiesas we integrate Sovos Brands.In 2024,we recorded Restructuring charges of$21 million for severance p

123、ay and benefits related to initiatives to achieve the synergies.The chargesincurred in 2024 were associated with the Meals&Beverages segment.In 2025,the initiatives to achieve synergies were incorporated into the cost savings initiatives described below.2025 Cost Savings InitiativesOn September 10,2

124、024,we announced plans to implement cost savings initiatives beginning in 2025,including initiatives to further optimize our supplychain and manufacturing network,optimization of our information technology infrastructure and targeted cost management.We also identified additionalopportunities for cos

125、t synergies as we integrate Sovos Brands.As mentioned above,we substantially completed our previous multi-year cost savingsinitiatives and Snyders-Lance cost transformation program and integration.Certain initiatives from that program have been incorporated into our 2025 costsavings initiatives.Cost

126、 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:January 26,2025(Millions)Three Months EndedSix Months EndedRestru

127、cturing charges$5$11 Administrative expenses8 19 Cost of products sold10 18 Marketing and selling expenses1 2 Research and development expenses1 2 Total pre-tax charges$25$52 A summary of the pre-tax costs associated with the initiatives is as follows:(Millions)Recognized as ofJanuary 26,2025Severan

128、ce pay and benefits$11 Asset impairment/accelerated depreciation17 Implementation costs and other related costs24 Total$52 16The total estimated pre-tax costs for actions that have been identified to date are approximately$190 million and we expect to incur substantially all ofthe costs through 2028

129、.These estimates will be updated as the detailed plans are developed.We expect the costs for the actions that have been identified to date to consist of the following:approximately$20 million in severance pay and benefits;approximately$50 million in asset impairment and accelerated depreciation;and

130、approximately$120 million in implementation costs and other related costs.We expect these pre-tax costs to be associated with our segments as follows:Meals&Beverages-approximately 72%;Snacks-approximately 9%andCorporate-approximately 19%.Of the aggregate$190 million of pre-tax costs identified to da

131、te,we expect approximately$135 million will be cash expenditures.In addition,we expectto invest approximately$215 million in capital expenditures,of which we invested$57 million as of January 26,2025.The capital expenditures primarilyrelate to optimization of production within our manufacturing netw

132、ork,implementation of our existing SAP enterprise-resource planning system for SovosBrands and optimization of information technology infrastructure and applications.A summary of the restructuring activity and related reserves is as follows:(Millions)Severance Payand BenefitsImplementationCosts and

133、OtherRelatedCostsAssetImpairment/AcceleratedDepreciationOther Non-Cash ExitCostsTotal ChargesAccrued balance at July 28,2024$36 2025 charges11 23 17 1$52 2025 cash payments(15)Accrued balance at January 26,2025$32 _ Associated with the multi-year cost savings initiatives and Snyders-Lance cost trans

134、formation program and integration,and the Sovos Brands integrationinitiatives described above.Includes$12 million of severance pay and benefits recorded in Other liabilities in the Consolidated Balance Sheet.Includes$14 million of severance pay and benefits recorded in Other liabilities in the Conso

135、lidated Balance Sheet.Includes other costs recognized as incurred that are not reflected in the restructuring reserve in the Consolidated Balance Sheet.The costs are included inAdministrative expenses,Cost of products sold,Marketing and selling expenses and Research and development expenses in the C

136、onsolidated Statementsof Earnings.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 performanceexcluding

137、 such charges.A summary of the pre-tax costs associated with segments is as follows:January 26,2025(Millions)Three Months EndedSix Months EndedMeals&Beverages$16$37 Snacks2 5 Corporate7 10 Total$25$52 Other Optimization InitiativesIn the second quarter of 2024,we began implementation of an initiativ

138、e to improve the effectiveness of our Snacks direct-store-delivery route-to-marketnetwork.Pursuant to this initiative we will purchase certain Pepperidge Farm and Snyders-Lance routes where there are opportunities to unlock greater scalein select markets,combine them and sell the combined routes to

139、independent contractor distributors.We expect to execute this program in a staggered rolloutand to incur expenses of up to approximately$115 million through 2029.In the six-month period ended January 26,2025,we incurred$8 million inMarketing and selling expenses related to this initiative.As of Janu

140、ary 26,2025,we have incurred$13 million in Marketing and selling expenses related tothis initiative.9.Earnings per Share(EPS)For the periods presented in the Consolidated Statements of Earnings,the calculations of basic EPS and EPS assuming dilution vary in that the weightedaverage shares outstandin

141、g assuming dilution include the incremental effect of stock options and other share-based payment awards,except when such effectwould be antidilutive.The earnings per share calculation for(3)(4)(1)(2)(1)(2)(3)(4)17the three-and six-month periods ended January 26,2025 and January 28,2024,excludes les

142、s than 1 million stock options that would have been antidilutive.10.Pension and Postretirement BenefitsComponents of net periodic benefit expense(income)were as follows:Three Months EndedSix Months EndedPensionPostretirementPensionPostretirement(Millions)January 26,2025January 28,2024January 26,2025

143、January 28,2024January 26,2025January 28,2024January 26,2025January 28,2024Service cost$3$3$6$6$Interest cost16 17 1 2 31 33 3 4 Expected return on planassets(20)(20)(40)(40)Actuarial losses(gains)2 Net periodic benefitexpense(income)$(1)$1$2$(3)$(1)$5$4 The actuarial loss for the six-month period e

144、nded January 26,2025 related to the remeasurement of our postretirement plan due to a plan amendment.Theactuarial loss was primarily due to a decrease in the discount rate used to determine the benefit obligation.11.LeasesThe components of lease costs were as follows:Three Months EndedSix Months End

145、ed(Millions)January 26,2025January 28,2024January 26,2025January 28,2024Operating lease cost$27$24$56$48 Finance lease-amortization of right-of-use(ROU)assets8 4 14 8 Finance lease-interest on lease liabilities1 2 Short-term lease cost15 16 30 35 Variable lease cost59 49 124 102 Total$110$93$226$193

146、 _Excludes costs associated with the cost savings initiatives described in Note 8.(1)(1)18The following tables summarize the lease amounts recorded in the Consolidated Balance Sheets:Operating Leases(Millions)Balance Sheet ClassificationJanuary 26,2025July 28,2024ROU assets,netOther assets$335$333 L

147、ease liabilities(current)Accrued liabilities$93$90 Lease liabilities(noncurrent)Other liabilities$271$268 ROU assets,netAssets of business held for sale$2$Lease liabilities(noncurrent)Liabilities of business held for sale$2$Finance Leases(Millions)Balance Sheet ClassificationJanuary 26,2025July 28,2

148、024ROU assets,netPlant assets,net of depreciation$71$72 Lease liabilities(current)Short-term borrowings$30$25 Lease liabilities(noncurrent)Long-term debt$44$46 ROU assets,netAssets of business held for sale$12$Lease liabilities(noncurrent)Liabilities of business held for sale$9$The following table s

149、ummarizes cash flow and other information related to leases:Six Months Ended(Millions)January 26,2025January 28,2024Cash paid for amounts included in the measurement of lease liabilities:Operating cash flows from operating leases$52$46 Operating cash flows from finance leases$1$Financing cash flows

150、from finance leases$14$8 ROU assets obtained in exchange for lease obligations:Operating leases$54$63 Finance leases$25$15 12.Short-term Borrowings and Long-term DebtIn August 2023,we filed a registration statement with the Securities and Exchange Commission that registered an indeterminate amount o

151、f debtsecurities.Under the registration statement we may issue debt securities from time to time,depending on market conditions.On October 2,2024,pursuant tothe registration statement,we completed the issuance of senior unsecured notes of$1.15 billion,consisting of:$800 million aggregate principal a

152、mount of notes bearing interest at a fixed rate of 4.75%per annum,due March 23,2035,with interest payablesemi-annually on each of March 23 and September 23 commencing March 23,2025;and$350 million aggregate principal amount of notes bearing interest at a fixed rate of 5.25%per annum,due October 13,2

153、054,with interest payablesemi-annually on each of April 13 and October 13 commencing April 13,2025.19The 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 notesat a purchase price equal to 101%of the pr

154、incipal amount plus accrued and unpaid interest,if any,to the purchase date.In October 2024,we used a portion ofthe net proceeds from the issuance of the notes to repay$200 million of the$400 million outstanding under our 2022 Delayed Draw Term Loan CreditAgreement(the 2022 DDTL Credit Agreement)due

155、 November 15,2025 and a portion of our outstanding commercial paper.In November 2024,we repaid theremaining$200 million outstanding under the 2022 DDTL Credit Agreement.We have$1.15 billion aggregate principal amount of senior notes maturing inMarch 2025,which we intend to repay by using a portion o

156、f the proceeds from the issuance of the notes along with cash on hand and issuing commercialpaper.13.Financial InstrumentsThe principal market risks to which we are exposed are changes in foreign currency exchange rates,interest rates and commodity prices.In addition,weare exposed to price changes r

157、elated to certain deferred compensation obligations.In order to manage these exposures,we follow established risk managementpolicies and procedures,including the use of derivative contracts such as swaps,rate locks,options,forwards and commodity futures.We enter into thesederivative contracts for pe

158、riods consistent with the related underlying exposures,and the contracts do not constitute positions independent of those exposures.We do not enter into derivative contracts for speculative purposes and do not use leveraged instruments.Our derivative programs include instruments thatqualify for hedg

159、e accounting treatment and instruments that are not designated as accounting hedges.Concentration of Credit RiskWe are exposed to the risk that counterparties to derivative contracts will fail to meet their contractual obligations.To mitigate counterparty credit risk,weenter into contracts only with

160、 carefully selected,leading,credit-worthy financial institutions,and distribute contracts among several financial institutions toreduce the concentration of credit risk.We did not have credit risk-related contingent features in our derivative instruments as of January 26,2025,or July 28,2024.We are

161、also exposed to credit risk from our customers.During 2024,our largest customer accounted for approximately 22%of our consolidated net sales.Our five largest customers accounted for approximately 47%of our consolidated net sales in 2024.We closely monitor credit risk associated with counterparties a

162、nd customers.Foreign Currency Exchange RiskWe are exposed to foreign currency exchange risk,primarily the Canadian dollar and Euro,related to intercompany transactions and third-partytransactions.We utilize foreign exchange forward purchase and sale contracts and option contracts to hedge these expo

163、sures.The contracts are eitherdesignated as cash-flow hedging instruments or are undesignated.We hedge portions of our forecasted foreign currency transaction exposure with foreignexchange forward contracts for periods typically up to 18 months.The notional amount of foreign exchange forward contrac

164、ts accounted for as cash-flowhedges was$113 million as of January 26,2025,and$108 million as of July 28,2024.Changes in the fair value on the portion of the derivative included inthe assessment of hedge effectiveness of cash-flow hedges are recorded in other comprehensive income(loss),until earnings

165、 are affected by the variability ofcash flows.For derivatives that are designated and qualify as hedging instruments,the initial fair value of hedge components excluded from the assessment ofeffectiveness is recognized in earnings under a systematic and rational method over the life of the hedging i

166、nstrument and is presented in the same statementof earnings line item as the earnings effect of the hedged item.Any difference between the change in the fair value of the hedge components excluded fromthe assessment of effectiveness and the amounts recognized in earnings is recorded as a component o

167、f other comprehensive income(loss).The notionalamount of foreign exchange forward and option contracts that are not designated as accounting hedges was$404 million as of January 26,2025,and$189million as of July 28,2024.Interest Rate RiskWe manage our exposure to changes in interest rates by optimiz

168、ing the use of variable-rate and fixed-rate debt.From time to time,we may use interestrate swaps in order to maintain our variable-to-total debt ratio within targeted guidelines.We manage our exposure to interest volatility on future debtissuances by entering into forward starting interest rate swap

169、s or treasury lock contracts to hedge the rate on the interest payments related to the anticipateddebt issuance.The forward starting interest rate swaps or treasury lock contracts are either designated as cash-flow hedging instruments or are undesignated.Changes in the fair value on the portion of t

170、he derivative included in the assessment of hedge effectiveness of cash-flow hedges are recorded in othercomprehensive income(loss),and reclassified into Interest expense over the life of the debt issued.The change in fair value on undesignated instruments isrecorded in Interest expense.In conjuncti

171、on with the issuance of senior unsecured notes on October 2,2024,due on March 23,2035,we settled forwardstarting interest rate swaps with a notional value of$700 million at a gain of less than$1 million.The gain on these instruments was recorded in othercomprehensive income(loss)and will be recogniz

172、ed in Interest expense over the life of the debt.There were no forward starting interest rate swaps or treasurylock contracts outstanding as of January 26,2025 and July 28,2024.20Commodity Price RiskWe principally use a combination of purchase orders and various short-and long-term supply arrangemen

173、ts in connection with the purchase of rawmaterials,including certain commodities and agricultural products.We also enter into commodity futures,options and swap contracts to reduce the volatilityof price fluctuations of wheat,diesel fuel,soybean oil,natural gas,cocoa,aluminum,corn and soybean meal.C

174、ommodity futures,options and swap contractsare either designated as cash-flow hedging instruments or are undesignated.We hedge a portion of commodity requirements for periods typically up to 18months.There were no commodity contracts designated as cash-flow hedges as of January 26,2025,or July 28,20

175、24.The notional amount of commoditycontracts not designated as accounting hedges was$133 million as of January 26,2025,and$200 million as of July 28,2024.The change in fair value onundesignated instruments is recorded in Cost of products sold.We have a supply contract under which prices for certain

176、raw materials are established based on anticipated volume requirements over a twelve-monthperiod.Certain prices under the contract are based in part on certain component parts of the raw materials that are in excess of our needs or not required forour operations,thereby creating an embedded derivati

177、ve requiring bifurcation.We net settle amounts due under the contract with our counterparty.Thenotional amount was$90 million as of January 26,2025,and$48 million as of July 28,2024.The change in fair value on the embedded derivative is recordedin Cost of products sold.Deferred Compensation Obligati

178、on Price RiskWe enter into swap contracts which hedge a portion of exposures relating to the total return of certain deferred compensation obligations.These contractsare not designated as hedges for accounting purposes.Unrealized gains(losses)and settlements are included in Administrative expenses i

179、n the ConsolidatedStatements of Earnings.We enter into these contracts for periods typically not exceeding 12 months.The notional amounts of the contracts were$80 millionas of January 26,2025,and$71 million as of July 28,2024.The following table summarizes the fair value of derivative instruments on

180、 a gross basis as recorded in the Consolidated Balance Sheets as ofJanuary 26,2025,and July 28,2024:(Millions)Balance Sheet ClassificationJanuary 26,2025July 28,2024Asset DerivativesDerivatives designated as hedges:Foreign exchange contractsOther current assets$3$2 Total derivatives designated as he

181、dges$3$2 Derivatives not designated as hedges:Commodity contractsOther current assets$12$6 Deferred compensation contractsOther current assets4 3 Total derivatives not designated as hedges$16$9 Total asset derivatives$19$11(Millions)Balance Sheet ClassificationJanuary 26,2025July 28,2024Liability De

182、rivativesDerivatives not designated as hedges:Commodity contractsAccrued liabilities$5$16 Foreign exchange contractsAccrued liabilities1 Total derivatives not designated as hedges$6$16 Total liability derivatives$6$16 We do not offset the fair values of derivative assets and liabilities executed wit

183、h the same counterparty that are generally subject to enforceable nettingagreements.However,if we were to offset and record the asset and liability balances of21derivatives on a net basis,the amounts presented in the Consolidated Balance Sheets as of January 26,2025,and July 28,2024,would be adjuste

184、d as detailedin the following table:January 26,2025July 28,2024(Millions)Gross AmountsPresented in theConsolidatedBalance SheetGross Amounts NotOffset in theConsolidatedBalance SheetSubject to NettingAgreementsNet AmountGross AmountsPresented in theConsolidatedBalance SheetGross Amounts NotOffset in

185、 theConsolidatedBalance SheetSubject to NettingAgreementsNet AmountTotal asset derivatives$19$(3)$16$11$(1)$10 Total liability derivatives$6$(3)$3$16$(1)$15 We are required to maintain cash margin accounts in connection with funding the settlement of open positions for exchange-traded commodity deri

186、vativeinstruments.Cash margin asset balances of less than$1 million at January 26,2025 and$2 million at July 28,2024 were included in Other current assets inthe Consolidated Balance Sheets.The following tables show the effect of our derivative instruments designated as cash-flow hedges in other comp

187、rehensive income(loss)(OCI)and theConsolidated Statements of Earnings:Total Cash-Flow Hedge OCI Activity(Millions)January 26,2025January 28,2024Three Months EndedOCI derivative gain(loss)at beginning of quarter$(10)$3 Effective portion of changes in fair value recognized in OCI:Foreign exchange cont

188、racts3(2)Forward starting interest rate swaps(26)Amount of loss(gain)reclassified from OCI to earnings:Location in EarningsForeign exchange contractsCost of products sold(1)(2)Forward starting interest rate swapsInterest expense 1 OCI derivative gain(loss)at end of quarter$(8)$(26)Six Months EndedOC

189、I derivative gain(loss)at beginning of year$(11)$(5)Effective portion of changes in fair value recognized in OCI:Foreign exchange contracts3 3 Forward starting interest rate swaps(23)Amount of loss(gain)reclassified from OCI to earnings:Location in EarningsForeign exchange contractsCost of products

190、sold(1)(2)Forward starting interest rate swapsInterest expense1 1 OCI derivative gain(loss)at end of quarter$(8)$(26)Based on current valuations,the amount expected to be reclassified from OCI into earnings within the next 12 months is a gain of$1 million.22The following tables show the total amount

191、s of line items presented in the Consolidated Statements of Earnings in which the effects of derivativeinstruments designated as cash-flow hedges are recorded and the total effect of hedge activity on these line items:Three Months EndedJanuary 26,2025January 28,2024(Millions)Cost of productssoldInte

192、rest expenseCost of productssoldInterest expenseConsolidated Statements of Earnings:$1,866$88$1,680$46 Loss(gain)on cash-flow hedges:Amount of loss(gain)reclassified from OCI to earnings$(1)$(2)$1 Six Months EndedJanuary 26,2025January 28,2024(Millions)Cost of productssoldInterest expenseCost of pro

193、ductssoldInterest expenseConsolidated Statements of Earnings:$3,771$175$3,410$95 Loss(gain)on cash-flow hedges:Amount of loss(gain)reclassified from OCI to earnings$(1)$1$(2)$1 The amount excluded from effectiveness testing recognized in each line item of earnings using an amortization approach was

194、not material in all periodspresented.The following table shows the effects of our derivative instruments not designated as hedges in the Consolidated Statements of Earnings:Location of Loss(Gain)Recognized inEarningsThree Months EndedSix Months Ended(Millions)January 26,2025January 28,2024January 26

195、,2025January 28,2024Foreign exchange contractsCost of products sold$(1)$1$(1)$Commodity contractsCost of products sold(14)(8)(18)4 Deferred compensation contractsAdministrative expenses(3)(7)(6)(3)Total$(18)$(14)$(25)$1 14.Fair Value MeasurementsWe categorize financial assets and liabilities based o

196、n the following fair value hierarchy:Level 1:Observable inputs that reflect quoted prices(unadjusted)for identical assets or liabilities in active markets.Level 2:Inputs other than quoted prices included in Level 1 that are observable for the asset or liability through corroboration with observable

197、marketdata.Level 3:Unobservable inputs,which are valued based on our estimates of assumptions that market participants would use in pricing the asset orliability.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 orderl

198、y transaction betweenmarket participants as of the measurement date.When available,we use unadjusted quoted market prices to measure the fair value and classify such items asLevel 1.If quoted market prices are not available,we base fair value upon internally developed models that use current market-

199、based or independentlysourced market parameters such as interest rates and currency rates.Included in the fair value of derivative instruments is an adjustment for credit andnonperformance risk.23Assets and Liabilities Measured at Fair Value on a Recurring BasisThe following tables present our finan

200、cial assets and liabilities that are measured at fair value on a recurring basis as of January 26,2025,and July 28,2024,consistent with the fair value hierarchy:Fair Valueas ofJanuary 26,2025Fair Value Measurements atJanuary 26,2025 UsingFair Value HierarchyFair Valueas ofJuly 28,2024Fair Value Meas

201、urements atJuly 28,2024 UsingFair Value Hierarchy(Millions)Level 1Level 2Level 3Level 1Level 2Level 3AssetsForeign exchangecontracts$3$3$2$2$Commodity derivativecontracts12 1 8 3 6 1 5 Deferred compensationderivative contracts4 4 3 3 Deferred compensationinvestments1 1 1 1 Total assets at fair value

202、$20$2$15$3$12$1$6$5 Fair Valueas ofJanuary 26,2025Fair Value Measurements atJanuary 26,2025 UsingFair Value HierarchyFair Valueas ofJuly 28,2024Fair Value Measurements atJuly 28,2024 UsingFair Value Hierarchy(Millions)Level 1Level 2Level 3Level 1Level 2Level 3LiabilitiesForeign exchangecontracts$1$1

203、$Commodity derivativecontracts5 4 1 16 1 15 Deferredcompensationobligation110 110 101 101 Total liabilities at fairvalue$116$110$5$1$117$102$15$_ Based on observable market transactions of spot currency rates and forward rates.Level 1 and 2 are based on quoted futures exchanges and on observable pri

204、ces of futures and options transactions in the marketplace.Level 3 is based onunobservable inputs in which there is little or no market data,which requires managements own assumptions within an internally developed model.Based on equity index swap rates.Based on the fair value of the participants in

205、vestments.(1)(2)(3)(4)(1)(2)(4)(1)(2)(3)(4)24The following table summarizes the changes in fair value of Level 3 assets and liabilities:Six Months Ended(Millions)January 26,2025January 28,2024Fair value at beginning of year$5$2 Gains(losses)2 12 Settlements(5)(5)Fair value at end of quarter$2$9 Item

206、s Measured at Fair Value on a Nonrecurring BasisIn addition to assets and liabilities that are measured at fair value on a recurring basis,we are also required to measure certain items at fair value on anonrecurring basis.In the second quarter of 2025,we performed interim impairment assessments on c

207、ertain trademarks in our Snacks segment.See also Note 6 for additionalinformation on the impairment charges.Fair value was determined based on unobservable Level 3 inputs.The fair value of trademarks was determined based on discounted cash flow analysisthat involves significant management assumption

208、s such as expected revenue growth rates,assumed royalty rates and weighted-average costs of capital.The following table presents fair value measurements of the trademarks:December 2025(Millions)ImpairmentChargesFair ValueAllied brands$15$28 Late July$11$47 Fair Value of Financial InstrumentsThe carr

209、ying values of cash and cash equivalents,accounts receivable and accounts payable approximate fair value.There were cash equivalents of$170 million at January 26,2025 and$25 million at July 28,2024.Cash equivalents represent fair value as these highlyliquid investments have an original maturity of t

210、hree months or less.Fair value of cash equivalents is based on Level 2 inputs.The fair value of short-and long-term debt was$7.291 billion at January 26,2025,and$6.866 billion at July 28,2024.The carrying value was$7.675billion at January 26,2025,and$7.184 billion at July 28,2024.The fair value of l

211、ong-term debt is principally estimated using Level 2 inputs based on quotedmarket prices or pricing models using current market rates.15.Share RepurchasesIn September 2021,the Board approved a strategic share repurchase program of up to$500 million(September 2021 program).The September 2021program h

212、as no expiration date,but it may be suspended or discontinued at any time.Repurchases under the September 2021 program may be made in open-market or privately negotiated transactions.In September 2024,the Board authorized an anti-dilutive share repurchase program of up to$250 million(September 2024

213、program)to offset the impactof dilution from shares issued under our stock compensation programs.The September 2024 program has no expiration date,but it may be suspended ordiscontinued at any time.Repurchases under the September 2024 program may be made in open-market or privately negotiated transa

214、ctions.The September2024 program replaced an anti-dilutive share repurchase program of up to$250 million that was approved by the Board in June 2021 and has been terminated.During the six-month periods ended January 26,2025 and January 28,2024,we repurchased 1.134 million shares at a cost of$56 mill

215、ion and 707thousand shares at a cost of$29 million,respectively,pursuant to our anti-dilutive share repurchase programs.As of January 26,2025,approximately$205million remained available under the September 2024 program and approximately$301 million remained available under the September 2021 program

216、.16.Stock-based CompensationWe provide compensation benefits by issuing stock options,unrestricted stock and restricted stock units(including time-lapse restricted stock units,EPSperformance restricted stock units,total shareholder return(TSR)performance restricted stock units and free cash flow(FCF

217、)performance restricted stockunits).In 2025,we issued time-lapse restricted stock units,unrestricted stock,TSR performance restricted stock units and EPS performance restricted stockunits.We last issued stock options and FCF performance restricted stock units in 2019.25In connection with the Sovos B

218、rands acquisition,in the third quarter of 2024,we issued 1.721 million time-lapse restricted stock units(Replacementunits)in exchange for certain Sovos Brands restricted stock units and performance restricted stock units.The Replacement units are subject to the same termsand conditions of the origin

219、al Sovos Brands restricted stock units and performance restricted stock units.Certain Replacement units were subject toaccelerated vesting.The Replacement units had a total fair value of$74 million based on the quoted price of our stock on the acquisition date.The portion ofReplacement units attribu

220、ted to pre-combination service was$42 million,which was accounted for as part of consideration transferred and was recorded inAdditional Paid-in Capital in our Consolidated Statements of Equity in the third quarter of 2024.See Note 3 for additional information.The portion of theReplacement units att

221、ributable to post-combination service will be recognized as stock-based compensation expense over the remaining vesting period.In determining stock-based compensation expense,we estimate forfeitures expected to occur.Total pre-tax stock-based compensation expense and tax-related benefits recognized

222、in the Consolidated Statements of Earnings were as follows:Three Months EndedSix Months Ended(Millions)January 26,2025January 28,2024January 26,2025January 28,2024Total pre-tax stock-based compensation expense$17$19$36$36 Tax-related benefits$4$4$10$6 The following table summarizes stock option acti

223、vity:OptionsWeighted-Average Exercise PriceWeighted-Average Remaining Contractual LifeAggregate Intrinsic Value(In thousands)(In years)(Millions)Outstanding at July 28,2024779$45.33 Granted$Exercised$Terminated$Outstanding at January 26,2025779$45.33 2.7$1 Exercisable at January 26,2025779$45.33 2.7

224、$1 No options were exercised during the six-month period ended January 28,2024.We measured the fair value of stock options using the Black-Scholesoption pricing model.We expensed stock options on a straight-line basis over the vesting period,except for awards issued to retirement eligible participan

225、ts,which we expensedon an accelerated basis.As of January 2022,compensation related to stock options was fully expensed.The following table summarizes time-lapse restricted stock units and EPS performance restricted stock units activity:UnitsWeighted-Average Grant-Date Fair Value(In thousands)Nonves

226、ted at July 28,20243,300$43.24 Granted1,372$48.34 Vested(1,284)$42.89 Forfeited(88)$44.12 Nonvested at January 26,20253,300$45.47 We determine the fair value of time-lapse restricted stock units based on the quoted price of our stock at the date of grant.We expense time-lapserestricted stock units o

227、n 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.Since 2022,we have granted EPS performance restricted stock units that will be earned upon the achievement of our adjust

228、ed EPS compound annualgrowth rate goal,measured over a three-year period.The actual number of EPS performance restricted stock units issued at the vesting date could range from0%to 200%of the initial grant depending on actual performance achieved.The fair value of EPS performance restricted stock un

229、its is based upon the quotedprice of our stock at the date of grant.We expense EPS performance restricted stock units on a straight-line basis over the service period,except for awardsissued to retirement-eligible participants,which we expense on an accelerated basis.We estimate expense based on the

230、26number of awards expected to vest.In the first quarter of 2025,recipients of EPS performance restricted stock units earned 100%of the initial grants basedupon actual performance achieved during a three-year period ended July 28,2024.There were 934 thousand EPS performance target grants outstanding

231、 atJanuary 26,2025,with a weighted-average grant-date fair value of$45.51.In connection with the divestiture of our Pop Secret popcorn business,in the firstquarter of 2025,our adjusted EPS compound annual growth rate goals for the EPS performance restricted stock units granted in 2024 and 2023 were

232、revisedto equitably adjust for the impact of the completed divestiture that was not contemplated at the time of approval of the original targets.As of January 26,2025,total remaining unearned compensation related to nonvested time-lapse restricted stock units and EPS performance restrictedstock unit

233、s was$74 million,which will be amortized over the weighted-average remaining service period of 1.9 years.The fair value of restricted stock unitsvested during the six-month periods ended January 26,2025,and January 28,2024,was$63 million and$31 million,respectively.The weighted-averagegrant-date fai

234、r value of the restricted stock units granted during the six-month period ended January 28,2024 was$41.08.The following table summarizes TSR performance restricted stock units activity:UnitsWeighted-Average Grant-Date Fair Value(In thousands)Nonvested at July 28,2024873$47.40 Granted549$47.33 Vested

235、(464)$45.52 Forfeited(24)$47.55 Nonvested at January 26,2025934$48.29 We estimated the fair value of TSR performance restricted stock units at the grant date using a Monte Carlo simulation.Assumptions used in the Monte Carlo simulation were as follows:20252024Risk-free interest rate3.52%4.84%Expecte

236、d dividend yield3.01%3.54%Expected volatility22.46%22.16%Expected term3 years3 yearsWe recognize compensation expense on a straight-line basis over the service period,except for awards issued to retirement eligible participants,which weexpense on an accelerated basis.As of January 26,2025,total rema

237、ining unearned compensation related to TSR performance restricted stock units was$16 million,which will be amortized over the weighted-average remaining service period of 1.9 years.In the first quarter of 2025,recipients of TSRperformance restricted stock units earned 175%of the initial grants based

238、 upon our TSR ranking in a performance peer group during a three-year period endedJuly 26,2024.As a result,approximately 199 thousand additional shares were awarded.In the first quarter of 2024,recipients of TSR performance restrictedstock units earned 75%of the initial grants based upon our TSR ran

239、king in a performance peer group during a three-year period ended July 28,2023.The fairvalue of TSR performance restricted stock units vested during the six-month periods ended January 26,2025,and January 28,2024,was$23 million and$12million,respectively.The grant-date fair value of the TSR performa

240、nce restricted stock units granted during the six-month period ended January 28,2024,was$44.18.17.Commitments and ContingenciesRegulatory and Litigation MattersWe are involved in various pending or threatened legal or regulatory proceedings,including purported class actions,arising from the conduct

241、of businessboth in the ordinary course and otherwise.Modern pleading practice in the U.S.permits considerable variation in the assertion of monetary damages or otherrelief.Jurisdictions may permit claimants not to specify the monetary damages sought or may permit claimants to state only that the amo

242、unt sought issufficient to invoke the jurisdiction of the trial court.In addition,jurisdictions may permit plaintiffs to allege monetary damages in amounts well exceedingreasonably possible verdicts in the jurisdiction for similar matters.This variability in pleadings,together with our actual experi

243、ences in litigating or resolvingthrough settlement numerous claims over an extended period of time,demonstrates to us that the monetary relief which may be specified in a lawsuit or claimbears little relevance to its merits or disposition value.27Due to the unpredictable nature of litigation,the out

244、come of a litigation matter and the amount or range of potential loss at particular points in time isnormally difficult to ascertain.Uncertainties can include how fact finders will evaluate documentary evidence and the credibility and effectiveness of witnesstestimony,and how trial and appellate cou

245、rts will apply the law in the context of the pleadings or evidence presented,whether by motion practice,or at trial oron appeal.Disposition valuations are also subject to the uncertainty of how opposing parties and their counsel will themselves view the relevant evidence andapplicable law.On March 2

246、0,2024,the United States Department of Justice(DOJ),on behalf of the U.S.Environmental Protection Agency,and National Education LawCenter,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 c

247、oncerning alleged violations of the Clean Water Act relating to alleged contaminant discharges from our Napoleon,Ohio wastewatertreatment facility in excess of the facilitys Clean Water Act permit limits.We have and are continuing to take actions to remediate the exceedances and are insettlement dis

248、cussions with the DOJ and the private environmental groups.While we cannot predict with certainty the amount of any civil penalty or thetiming 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 financialconditio

249、n,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 probablethat a loss has been incurred and the amount of the loss can be reasonably estimated.It is possible that so

250、me matters could require us to pay damages or makeother expenditures or establish accruals in amounts that could not be reasonably estimated as of January 26,2025.While the potential future charges could bematerial in a particular quarter or annual period,based on information currently known by us,w

251、e do not believe any such charges are likely to have a materialadverse effect on our consolidated results of operations or financial condition.Other ContingenciesWe have provided certain indemnifications in connection with divestitures,contracts and other transactions.Certain indemnifications have f

252、initeexpiration dates.Liabilities recognized based on known exposures related to such matters were not material at January 26,2025.18.Supplier Finance Program ObligationsTo manage our cash flow and related liquidity,we work with our suppliers to optimize our terms and conditions,including the extens

253、ion of paymentterms.Our current payment terms with our suppliers,which we deem to be commercially reasonable,generally range from 0 to 120 days.We also maintainagreements with third-party administrators that allow participating suppliers to track payment obligations from us,and,at the sole discretio

254、n of the supplier,sell those payment obligations to participating financial institutions.Our obligations to our suppliers,including amounts due and scheduled payment terms,arenot impacted.Supplier participation in these agreements is voluntary.We have no economic interest in a suppliers decision to

255、enter into these agreements andno direct financial relationship with the financial institutions.We have not pledged assets as security or provided any guarantees in connection with thesearrangements.The payment of these obligations is included in cash provided by operating activities in the Consolid

256、ated Statements of Cash Flows.Amountsoutstanding under these programs,which are included in Accounts payable on the Consolidated Balance Sheets,were$269 million at January 26,2025 and$243 million July 28,2024.2819.Supplemental Financial Statement Data(Millions)January 26,2025July 28,2024Balance Shee

257、tsInventoriesRaw materials,containers and supplies$438$376 Finished products850 1,010$1,288$1,386 Three Months EndedSix Months Ended(Millions)January 26,2025January 28,2024January 26,2025January 28,2024Statements of EarningsOther expenses/(income)Impairment of intangible assets$26$26$Amortization of

258、 intangible assets19 17 39 34 Net periodic benefit expense(income)other than the service cost(3)(1)(4)(3)Costs associated with acquisition 10 19 Loss on sale of business 25 Transition services fees(1)(2)(2)Other 2$41$26$84$50 _See Note 6 for additional information.Includes accelerated amortization e

259、xpense related to customer relationship intangible assets of$7 million and$14 million in the three-and six-monthperiods ended January 26,2025 and January 28,2024.Related to the acquisition of Sovos Brands.See Note 3 for additional information.Related to the sale of our Pop Secret popcorn business.Se

260、e Note 4 for additional information.(1)(2)(3)(4)(1)(2)(3)(4)29Item 2.Managements Discussion and Analysis of Financial Condition and Results of OperationsOVERVIEWThis Managements Discussion and Analysis of Financial Condition and Results of Operations is provided as a supplement to,and should be read

261、 inconjunction with,the Consolidated Financial Statements and the Notes to the Consolidated Financial Statements in Part I-Item 1.Financial Statements,andour Form 10-K for the year ended July 28,2024,including but not limited to Part I-Item 1A.Risk Factors and Part II-Item 7.Managements Discussionan

262、d Analysis of Financial Condition and Results of Operations.Executive SummaryUnless otherwise stated,the terms we,us,our and the company refer to The Campbells Company and its consolidated subsidiaries.We are a manufacturer and marketer of high-quality,branded food and beverage products.We operate i

263、n a highly competitive industry and experiencecompetition in all of our categories.On March 12,2024,we completed the acquisition of Sovos Brands,Inc.(Sovos Brands)for total purchase consideration of$2.899 billion.For additionalinformation on the Sovos Brands acquisition,see Note 3 to the Consolidate

264、d Financial Statements.All references to the acquisition below refer to the SovosBrands acquisition.On August 26,2024,we completed the sale of our Pop Secret popcorn business.For additional information on the divestiture,see Note 4 to theConsolidated Financial Statements.On February 24,2025,we compl

265、eted the sale of our noosa yoghurt business for$188 million,subject to certain customary purchase price adjustments.For additional information on the divestiture,see Note 4 to the Consolidated Financial Statements.Business TrendsOur industry continues to navigate an ongoing recovery in light of glob

266、al macroeconomic challenges,including changes in consumer purchasing andspending patterns;supply chain pressures;commodity cost volatility;labor market issues;and economic uncertainties amplified by increased regulatoryactivity,potential or actual imposition of tariffs and shifting global trade poli

267、cies.Twenty-five percent tariffs on product imports from Mexico and Canada,and additional 10%tariffs on product imports from China(for an aggregate of 20%)went into effect on March 4,2025.These actions are expected to result inretaliatory measures on U.S.goods.We are continuing to monitor the rapidl

268、y evolving tariff and global trade policies and are working with our suppliers tomitigate potential impacts on our business.The extent and duration of the tariffs and the resulting impact on general economic conditions and on our businessare uncertain and depend on various factors,such as negotiatio

269、ns between the U.S.and affected countries,the responses of other countries or regions,exemptions that may be granted,availability and cost of alternative sources of supply and demand for our products in affected markets.Through the second quarter,we continued to experience some moderation in input c

270、ost inflation,as we continue to see cost improvement across certainingredients and packaging materials.We anticipate continued supply chain productivity and benefits from cost savings initiatives to mitigate inflationarypressures and expect such benefits to offset incremental costs in 2025,excluding

271、 potential impacts of tariffs.We expect consumer trends to continue to evolveand our volumes to improve over time;however,economic pressures,including the challenges of persistent inflation and impacts of tariffs,may continue tonegatively impact our volumes throughout 2025.We will continue to evalua

272、te the evolving macroeconomic environment to take action to mitigate the impacton our business,consolidated results of operations and financial condition.Company Name ChangeOn November 19,2024,at the 2024 Annual Meeting of Shareholders of the company,our shareholders approved an amendment to the com

273、panysRestated Certificate of Incorporation to change the companys name from“Campbell Soup Company”to“The Campbells Company.”The companys namechange became effective on November 19,2024.Summary of ResultsThis Summary of Results provides significant highlights from the discussion and analysis that fol

274、lows.Net sales increased 9%in the quarter to$2.685 billion primarily due to a 13-point benefit from the acquisition of Sovos Brands.Gross profit,as a percent of sales,was 30.5%in 2025 compared to 31.6%in the prior-year quarter.The decrease was primarily due to unfavorable netprice realization,the im

275、pact of cost inflation and other supply chain costs and the impact of the acquisition,partially offset by benefits from supplychain productivity improvements.Earnings per share were$.58 in 2025,compared to$.68 in the prior-year quarter.The current quarter included expenses of$.16 per share and thepr

276、ior-year quarter included expenses of$.12 per share from items impacting comparability as discussed below.30Net Earnings attributable to The Campbells CompanyThe following items impacted the comparability of net earnings and net earnings per share:We implemented several cost savings initiatives in r

277、ecent years.In the second quarter of 2025,we recorded Restructuring charges of$5 million andimplementation costs and other related costs of$10 million in Cost of products sold,$8 million in Administrative expenses,$1 million in Marketingand selling expenses and$1 million in Research and development

278、expenses related to these initiatives.In the second quarter of 2024,we recordedRestructuring charges of$2 million and implementation costs and other related costs of$29 million in Administrative expenses,$3 million in Cost ofproducts sold,$1 million in Marketing and selling expenses and$1 million in

279、 Research and development expenses(aggregate impact of$27 millionafter tax,or$.09 per share)related to these initiatives.Year-to-date in 2025,we recorded Restructuring charges of$11 million and implementationcosts and other related costs of$19 million in Administrative expenses,$18 million in Cost o

280、f products sold,$2 million in Marketing and sellingexpenses and$2 million in Research and development expenses related to these initiatives.Year-to-date in 2024,we recorded Restructuring chargesof$4 million and implementation costs and other related costs of$34 million in Administrative expenses,$6

281、million in Cost of products sold,$3million in Marketing and selling expenses and$2 million in Research and development expenses(aggregate impact of$37 million after tax,or$.12per share)related to these initiatives.In the second quarter of 2024,we began implementation of an optimization initiative to

282、 improve the effectiveness of our Snacks direct-store-deliveryroute-to-market network.Year-to-date in 2025,we recognized$8 million in Marketing and selling expenses related to this initiative.In the second quarter of 2025,the total aggregate impact related to the cost savings and optimization initia

283、tives was$25 million($19 million aftertax,or$.06 per share).Year-to-date in 2025,the total aggregate impact related to the cost savings and optimization initiatives was$60 million($46million after tax,or$.15 per share).See Note 8 to the Consolidated Financial Statements and Restructuring Charges,Cos

284、t Savings Initiatives andOther Optimization Initiatives for additional information;In the second quarter of 2025,we recognized gains in Cost of products sold of$14 million($10 million after tax,or$.03 per share)associated withunrealized mark-to-market adjustments on outstanding undesignated commodit

285、y hedges.In the second quarter of 2024,we recognized gains in Costof products sold of$7 million($5 million after tax,or$.02 per share)associated with unrealized mark-to-market adjustments on outstandingundesignated commodity hedges.Year-to-date in 2025,we recognized gains in Cost of products sold of

286、$18 million($13 million after tax,or$.04 pershare)associated with unrealized mark-to-market adjustments on outstanding undesignated commodity hedges.Year-to-date in 2024,we recognizedlosses in Cost of products sold of$8 million($6 million after tax,or$.02 per share)associated with unrealized mark-to

287、-market adjustments onoutstanding undesignated commodity hedges;In the second quarter of 2025 and 2024,we recorded accelerated amortization expense in Other expenses/(income)of$7 million($5 million aftertax,or$.02 per share)related to customer relationship intangible assets due to the loss of certai

288、n contract manufacturing customers,which began inthe fourth quarter of 2023.Year-to-date in 2025 and 2024,we recorded accelerated amortization expense in Other expenses/(income)of$14 million($10 million after tax,or$.03 per share);In the second quarter of 2025,we performed an interim impairment asse

289、ssment on certain salty snacks and cookie trademarks within our Snackssegment,including Toms,Jays,Krunchers,O-Ke-Doke,Stella Doro and Archway,collectively referred to as our Allied brands,and recognized animpairment charge of$15 million on the trademarks.In the second quarter of 2025,we performed an

290、 interim impairment assessment on the Late July trademark within our Snacks segment andrecognized an impairment charge of$11 million on the trademark.In the second quarter of 2025,the total aggregate impact of the impairment charges was$26 million($19 million after tax,or$.06 per share).The charges

291、were included in Other expenses/(income);In the second quarter of 2025,we recorded$15 million($.05 per share)of deferred tax expense related to the sale of the noosa yoghurt business,which was completed on February 24,2025.In the first quarter of 2025,we recorded a loss in Other expenses/(income)of$

292、25 million($19 millionafter tax,or$.06 per share)on the sale of our Pop Secret popcorn business.Year-to-date in 2025,the total aggregate impact of charges associatedwith divestitures was$25 million($34 million after tax,or$.11 per share);31In the second quarter of 2025,we recorded litigation expense

293、s in Administrative expenses of$1 million($1 million after tax)related to the Plumbaby food and snacks business(Plum),which was divested on May 3,2021,and certain other litigation matters.In the second quarter of 2024,werecorded litigation expenses in Administrative expenses of$1 million($1 million

294、after tax)related to Plum.Year-to-date in 2025,we recordedlitigation expenses in Administrative expenses of$2 million($2 million after tax,or$.01 per share)related to Plum and certain other litigationmatters.Year-to-date in 2024,we recorded litigation expenses in Administrative expenses of$3 million

295、($3 million after tax,or$.01 per share)related to Plum;Year-to-date in 2025,we recognized insurance recoveries in Administrative expenses of$1 million($1 million after tax)related to a cybersecurityincident that was identified in the fourth quarter of 2023.Year-to-date in 2024,we recorded costs of$2

296、 million in Cost of products sold and$1million in Administrative expenses(aggregate impact of$2 million after tax,or$.01 per share)related to the cybersecurity incident;Year-to-date in 2025,we recognized an actuarial loss in Other expenses/(income)of$2 million($1 million after tax)related to an inte

297、rimremeasurement of our postretirement plan due to a plan amendment;andIn the first quarter of 2024,we announced our intent to acquire Sovos Brands and on March 12,2024,the acquisition closed.In the second quarter of2024,we incurred costs associated with the acquisition in Other expenses/(income)of$

298、10 million($9 million after tax,or$.03 per share).Year-to-date in 2024,we incurred costs associated with the acquisition in Other expenses/(income)of$19 million($17 million after tax,or$.06 per share).The items impacting comparability are summarized below:Three Months EndedJanuary 26,2025January 28,

299、2024(Millions,except per share amounts)EarningsImpactEPSImpactEarningsImpactEPSImpactNet earnings attributable to The Campbells Company$173$.58$203$.68 Costs associated with cost savings and optimization initiatives$(19)$(.06)$(27)$(.09)Commodity mark-to-market gains10.03 5.02 Accelerated amortizati

300、on(5)(.02)(5)(.02)Impairment charges(19)(.06)Charges associated with divestitures(15)(.05)Certain litigation expenses(1)(1)Costs associated with acquisition (9)(.03)Impact of items on Net earnings$(49)$(.16)$(37)$(.12)Six Months EndedJanuary 26,2025January 28,2024(Millions,except per share amounts)E

301、arningsImpactEPSImpactEarningsImpactEPSImpactNet earnings attributable to The Campbells Company$391$1.30$437$1.46 Costs associated with cost savings and optimization initiatives$(46)$(.15)$(37)$(.12)Commodity mark-to-market gains(losses)13.04(6)(.02)Accelerated amortization(10)(.03)(10)(.03)Impairme

302、nt charges(19)(.06)Charges associated with divestitures(34)(.11)Certain litigation expenses(2)(.01)(3)(.01)Cybersecurity incident recoveries(costs)1 (2)(.01)Postretirement actuarial losses(1)Costs associated with acquisition (17)(.06)Impact of items on Net earnings$(98)$(.33)$(75)$(.25)(1)32_Sum of

303、the individual amounts may not add due to rounding.Net earnings attributable to The Campbells Company were$173 million($.58 per share)in the current quarter,compared to$203 million($.68 per share)in the year-ago quarter.After adjusting for items impacting comparability,earnings decreased primarily d

304、ue to higher marketing and selling expenses andhigher interest expense,partially offset by an increase in gross profit.Net earnings attributable to The Campbells Company were$391 million($1.30 per share)in the six-month period this year,compared to$437 million($1.46 per share)in the year-ago period.

305、After adjusting for items impacting comparability,earnings decreased primarily due to higher interest expense,highermarketing and selling expenses and higher administrative expenses,partially offset by an increase in gross profit.SECOND-QUARTER DISCUSSION AND ANALYSISSalesAn analysis of net sales by

306、 reportable segment follows:Three Months Ended(Millions)January 26,2025January 28,2024%ChangeMeals&Beverages$1,679$1,382 21Snacks1,006 1,074(6)$2,685$2,456 9An analysis of percent change of net sales by reportable segment follows:Meals&BeveragesSnacksTotalVolume/mix1%(2)%Net price realization(2)(1)(

307、2)Divestiture(3)(1)Acquisition231321%(6)%9%_Includes revenue reductions from trade promotion and consumer coupon redemption programs.Sum of the individual amounts does not add due to rounding.In Meals&Beverages,sales increased 21%,primarily due to a 23-point benefit from the acquisition of Sovos Bra

308、nds.Excluding the benefit from theacquisition of Sovos Brands,sales decreased primarily due to declines in SpaghettiOs and U.S.soup,partially offset by gains in foodservice.Lower net pricerealization was partially offset by favorable volume/mix.Sales of U.S.soup decreased 1%primarily due to declines

309、 in ready-to-serve soups and condensedsoups,partially offset by increases in broth.In Snacks,sales decreased 6%.Excluding the impact from the divestiture of the Pop Secret popcorn business,sales decreased due to declines in third-party partner brands and contract manufacturing,Goldfish crackers and

310、Snyders of Hanover pretzels.Sales were impacted by volume/mix declines and lowernet price realization.Gross ProfitGross profit,defined as Net sales less Cost of products sold,increased by$43 million in 2025 from 2024.As a percent of sales,gross profit was 30.5%in2025 and 31.6%in 2024.(1)(2)(2)(1)(1)

311、(2)33The 110 basis-point decrease in gross profit margin was due to the following factors:Margin ImpactNet price realization(110)Cost inflation,supply chain costs and other factors(50)Impact of acquisition(40)Higher costs associated with cost savings initiatives(30)Productivity improvements110Volume

312、/mix10(110)_Includes an estimated positive margin impact of 50 basis points from the benefit of cost savings initiatives and a 30 basis-point positive impact from thechange in unrealized mark-to-market adjustments on outstanding undesignated commodity hedges,which were more than offset by the impact

313、 of costinflation and other factors.Includes the impact of operating leverage.Marketing and Selling ExpensesMarketing and selling expenses as a percent of sales were 9.5%in 2025 compared to 8.8%in 2024.Marketing and selling expenses increased 18%in2025 from 2024.The increase was primarily due to the

314、 impact of the acquisition(approximately 11 points)and higher advertising and consumer promotionexpense(approximately 7 points)driven by Meals&Beverages and Snacks.Administrative ExpensesAdministrative expenses as a percent of sales were 6.1%in 2025 compared to 7.7%in 2024.Administrative expenses de

315、creased 13%in 2025 from 2024.The decrease was primarily due to lower costs associated with cost savings initiatives(approximately 11 points)and increased benefits from cost savingsinitiatives(approximately 6 points),partially offset by the impact of the acquisition(approximately 5 points).Other Expe

316、nses/(Income)Other expenses were$41 million in 2025 compared to$26 million in 2024.Other expenses in 2025 included impairment charges related to the Alliedbrands and Late July trademarks of$26 million and accelerated amortization expense of$7 million.Other expenses in 2024 included costs associated

317、with theacquisition of$10 million and accelerated amortization expense of$7 million.Operating EarningsSegment operating earnings decreased 1%in 2025 from 2024.An analysis of operating earnings by segment follows:Three Months Ended(Millions)January 26,2025January 28,2024%ChangeMeals&Beverages$291$247

318、18Snacks114161(29)405408(1)Corporate income(expense)(73)(89)Restructuring charges(5)(2)Earnings before interest and taxes$327$317_See Note 8 to the Consolidated Financial Statements for additional information on restructuring charges.Operating earnings from Meals&Beverages increased 18%.The increase

319、 was primarily due to the benefit of the acquisition of Sovos Brands,partiallyoffset by higher marketing and selling expenses.Operating earnings from Snacks decreased 29%.The decrease was primarily due to lower gross profit and higher marketing and selling expenses.Grossprofit decreased primarily du

320、e to the impact of cost inflation and other supply chain costs,unfavorable volume/mix and unfavorable net price realization,partially offset by supply chain productivity improvements and the benefits from cost savings initiatives.(1)(2)(1)(2)(1)(1)34Corporate expense in 2025 included the following:$

321、26 million of impairment charges related to the Allied brands and Late July trademarks;costs of$20 million related to costs savings and optimization initiatives;$7 million of accelerated amortization expense;$1 million of certain litigation expenses,including expenses related to Plum;and$14 million

322、of unrealized mark-to-market gains on outstanding undesignated commodity hedges.Corporate expense in 2024 included the following:costs of$34 million related to cost savings initiatives;$10 million of costs associated with the acquisition of Sovos Brands;$7 million of accelerated amortization expense

323、;$1 million of Plum litigation expenses;and$7 million of unrealized mark-to-market gains on outstanding undesignated commodity hedges.Excluding these amounts,the remaining decrease was primarily due to lower administrative costs.Interest ExpenseInterest expense of$88 million in 2025 increased from$4

324、6 million in 2024 primarily due to higher levels of debt.Taxes on EarningsThe effective tax rate was 30.0%in 2025 and 25.1%in 2024.The increase in the effective tax rate was primarily due to$15 million of deferred taxexpense recognized related to the sale of the noosa yoghurt business in the current

325、 quarter,partially offset by nondeductible costs associated with theacquisition of Sovos Brands in the year-ago quarter.SIX-MONTH DISCUSSION AND ANALYSISSalesAn analysis of net sales by reportable segment follows:Six Months Ended(Millions)January 26,2025January 28,2024%ChangeMeals&Beverages$3,385$2,

326、786 22Snacks2,072 2,188(5)$5,457$4,974 10An analysis of percent change of net sales by reportable segment follows:Meals&BeveragesSnacksTotalVolume/mix1%(2)%Net price realization(2)(1)(1)Divestiture(2)(1)Acquisition221322%(5)%10%_Includes revenue reductions from trade promotion and consumer coupon re

327、demption programs.Sum of the individual amounts does not add due to rounding.In Meals&Beverages,sales increased 22%,primarily due to a 22-point benefit from the acquisition of Sovos Brands.Excluding the benefit from theSovos Brands acquisition,sales decreased primarily due to declines in U.S.soup an

328、d SpaghettiOs,partially offset by gains in foodservice and Prego pastasauces.Lower net price realization was partially offset by favorable volume/mix.Sales of U.S.soup decreased 3%primarily due to decreases in ready-to-servesoups and condensed soups,partially offset by an increase in broth.In Snacks

329、,sales decreased 5%.Excluding the impact from the divestiture of the Pop Secret popcorn business,sales decreased due to declines in third-party partner brands and contract manufacturing,Goldfish crackers,Pepperidge Farm cookies and Snyders of Hanover pretzels.Sales were impacted byvolume/mix decline

330、s and lower net price realization.(2)(2)(1)(1)(2)35Gross ProfitGross profit,defined as Net sales less Cost of products sold,increased by$122 million in 2025 from 2024.As a percent of sales,gross profit was 30.9%in 2025 and 31.4%in 2024.The 50 basis-point decrease in gross profit margin was due to th

331、e following factors:Margin ImpactNet price realization(100)Impact of acquisition(50)Cost inflation,supply chain costs and other factors(30)Higher costs associated with cost savings initiatives(20)Productivity improvements140Volume/mix10(50)_Includes a 50 basis-point positive impact from the change i

332、n unrealized mark-to-market adjustments on outstanding undesignated commodity hedges andan estimated positive margin impact of 50 basis points from the benefit of cost savings initiatives,which were more than offset by cost inflation and otherfactors.Includes the impact of operating leverage.Marketi

333、ng and Selling ExpensesMarketing and selling expenses as a percent of sales were 9.3%in 2025 and 8.8%in 2024.Marketing and selling expenses increased 15%in 2025 from2024.The increase was primarily due to the impact of the acquisition(approximately 11 points),higher advertising and consumer promotion expense(approximately 3 points)and higher costs related to cost savings and optimization initiative