UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For The Quarterly Period Ended

Commission File Number

~~October 30, 2022~~January 29, 2023

1-3822

CAMPBELL SOUP COMPANY


New Jersey			21-0419870
State of Incorporation			I.R.S. Employer Identification No.

1 Campbell Place

Camden, New Jersey 08103-1799

Principal Executive Offices

Telephone Number: (856) 342-4800

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

Trading Symbol

Name of Each Exchange on Which Registered

Capital Stock, par value $.0375

CPB

New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

Indicate 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 the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☑ Yes ☐ No

Indicate 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 during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☑ Yes ☐ No

Indicate 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 growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☑

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial 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 ☑ No

There were ~~299,467,564~~299,475,991 shares of capital stock outstanding as of ~~December 1, 2022.~~March 2, 2023.

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

CAMPBELL SOUP COMPANY

Consolidated Statements of Earnings

(unaudited)

(millions, except per share amounts)


		Three Months Ended				Three Months Ended				Six Months Ended
		October 30, 2022		October 31, 2021				January 29, 2023		January 30, 2022		January 29, 2023		January 30, 2022
Net sales	Net sales	$	2,575	$	2,236		Net sales	$	2,485	$	2,209	$	5,060	$	4,445
Costs and expenses	Costs and expenses						Costs and expenses
Cost of products sold	Cost of products sold	1,741		1,514			Cost of products sold	1,726		1,540		3,467		3,054
Marketing and selling expenses	Marketing and selling expenses	201		170			Marketing and selling expenses	217		197		418		367
Administrative expenses	Administrative expenses	158		156			Administrative expenses	162		147		320		303
Research and development expenses	Research and development expenses	21		21			Research and development expenses	21		21		42		42
Other expenses / (income)	Other expenses / (income)	18		(1)			Other expenses / (income)	—		(19)		18		(20)
Restructuring charges	Restructuring charges	—		—			Restructuring charges	9		—		9		—
Total costs and expenses	Total costs and expenses	2,139		1,860			Total costs and expenses	2,135		1,886		4,274		3,746
Earnings before interest and taxes	Earnings before interest and taxes	436		376			Earnings before interest and taxes	350		323		786		699
Interest expense	Interest expense	47		47			Interest expense	45		46		92		93
Interest income	Interest income	1		—			Interest income	—		—		1		—
Earnings before taxes	Earnings before taxes	390		329			Earnings before taxes	305		277		695		606
Taxes on earnings	Taxes on earnings	93		68			Taxes on earnings	73		65		166		133

Net earnings	Net earnings	297		261			Net earnings	232		212		529		473
Less: Net earnings (loss) attributable to noncontrolling interests	Less: Net earnings (loss) attributable to noncontrolling interests	—		—			Less: Net earnings (loss) attributable to noncontrolling interests	—		—		—		—
Net earnings attributable to Campbell Soup Company	Net earnings attributable to Campbell Soup Company	$	297	$	261		Net earnings attributable to Campbell Soup Company	$	232	$	212	$	529	$	473
Per Share — Basic	Per Share — Basic						Per Share — Basic

Net earnings attributable to Campbell Soup Company	Net earnings attributable to Campbell Soup Company	$	.99	$	.86		Net earnings attributable to Campbell Soup Company	$	.78	$	.70	$	1.77	$	1.57
Weighted average shares outstanding — basic	Weighted average shares outstanding — basic	299		302			Weighted average shares outstanding — basic	299		302		299		302
Per Share — Assuming Dilution	Per Share — Assuming Dilution						Per Share — Assuming Dilution

Net earnings attributable to Campbell Soup Company	Net earnings attributable to Campbell Soup Company	$	.99	$	.86		Net earnings attributable to Campbell Soup Company	$	.77	$	.70	$	1.76	$	1.56
Weighted average shares outstanding — assuming dilution	Weighted average shares outstanding — assuming dilution	301		303			Weighted average shares outstanding — assuming dilution	301		303		301		303

See accompanying Notes to Consolidated Financial Statements.

CAMPBELL SOUP COMPANY

Consolidated Statements of Comprehensive Income

(unaudited)

(millions)


		Three Months Ended																Three Months Ended
		October 30, 2022								October 31, 2021								January 29, 2023						January 30, 2022
		Pre-tax amount			Tax benefit (expense)			After-tax amount		Pre-tax amount		Tax benefit (expense)			After-tax amount			Pre-tax amount		Tax benefit (expense)		After-tax amount		Pre-tax amount		Tax benefit (expense)		After-tax amount
Net earnings (loss)	Net earnings (loss)							$	297						$	261	Net earnings (loss)					$	232					$	212
Other comprehensive income (loss):	Other comprehensive income (loss):																Other comprehensive income (loss):
Foreign currency translation:	Foreign currency translation:																Foreign currency translation:
Foreign currency translation adjustments	Foreign currency translation adjustments	$	(8)		$	—		(8)		$	—	$	—		—		Foreign currency translation adjustments	$	3	$	—	3		$	(4)	$	—	(4)

Cash-flow hedges:	Cash-flow hedges:																Cash-flow hedges:
Unrealized gains (losses) arising during the period	Unrealized gains (losses) arising during the period	7			(2)			5		3		(1)			2		Unrealized gains (losses) arising during the period	(2)		1		(1)		5		(1)		4
Reclassification adjustment for losses (gains) included in net earnings	Reclassification adjustment for losses (gains) included in net earnings	(4)			1			(3)		—		—			—		Reclassification adjustment for losses (gains) included in net earnings	(2)		—		(2)		—		—		—
Pension and other postretirement benefits:																	Pension and other postretirement benefits:

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

Other comprehensive income (loss)	Other comprehensive income (loss)	$	(5)		$	(1)		(6)		$	3	$	(1)		2		Other comprehensive income (loss)	$	(1)	$	1	—		$	—	$	(1)	(1)
Total comprehensive income (loss)	Total comprehensive income (loss)							$	291						$	263	Total comprehensive income (loss)					$	232					$	211
Total comprehensive income (loss) attributable to noncontrolling interests	Total comprehensive income (loss) attributable to noncontrolling interests							—							—		Total comprehensive income (loss) attributable to noncontrolling interests					—						—
Total comprehensive income (loss) attributable to Campbell Soup Company	Total comprehensive income (loss) attributable to Campbell Soup Company							$	291						$	263	Total comprehensive income (loss) attributable to Campbell Soup Company					$	232					$	211

				Six Months Ended
							January 29, 2023							January 30, 2022
																		Pre-tax amount		Tax benefit (expense)		After-tax amount		Pre-tax amount		Tax benefit (expense)		After-tax amount
Net earnings (loss)																	Net earnings (loss)					$	529					$	473
Other comprehensive income (loss):																	Other comprehensive income (loss):
Foreign currency translation:																	Foreign currency translation:
Foreign currency translation adjustments																	Foreign currency translation adjustments	$	(5)	$	—	(5)		$	(4)	$	—	(4)
Cash-flow hedges:																	Cash-flow hedges:
Unrealized gains (losses) arising during period																	Unrealized gains (losses) arising during period	5		(1)		4		8		(2)		6
Reclassification adjustment for losses (gains) included in net earnings																	Reclassification adjustment for losses (gains) included in net earnings	(6)		1		(5)		—		—		—
Pension and other postretirement benefits:																	Pension and other postretirement benefits:

Reclassification of prior service credit included in net earnings																	Reclassification of prior service credit included in net earnings	—		—		—		(1)		—		(1)
Other comprehensive income (loss)																	Other comprehensive income (loss)	$	(6)	$	—	(6)		$	3	$	(2)	1
Total comprehensive income (loss)																	Total comprehensive income (loss)					$	523					$	474
Total comprehensive income (loss) attributable to noncontrolling interests																	Total comprehensive income (loss) attributable to noncontrolling interests					—						—
Total comprehensive income (loss) attributable to Campbell Soup Company																	Total comprehensive income (loss) attributable to Campbell Soup Company					$	523					$	474

See accompanying Notes to Consolidated Financial Statements.

CAMPBELL SOUP COMPANY

Consolidated Balance Sheets

(unaudited)

(millions, except per share amounts)


		October 30, 2022		July 31, 2022			January 29, 2023		July 31, 2022
Current assets	Current assets					Current assets
Cash and cash equivalents	Cash and cash equivalents	$	130	$	109	Cash and cash equivalents	$	158	$	109
Accounts receivable, net	Accounts receivable, net	733		541		Accounts receivable, net	597		541
Inventories	Inventories	1,361		1,246		Inventories	1,251		1,246
Other current assets	Other current assets	80		67		Other current assets	81		67

Total current assets	Total current assets	2,304		1,963		Total current assets	2,087		1,963
Plant assets, net of depreciation	Plant assets, net of depreciation	2,312		2,343		Plant assets, net of depreciation	2,318		2,343
Goodwill	Goodwill	3,973		3,979		Goodwill	3,975		3,979
Other intangible assets, net of amortization	Other intangible assets, net of amortization	3,187		3,198		Other intangible assets, net of amortization	3,177		3,198
Other assets	Other assets	401		409		Other assets	410		409

Total assets	Total assets	$	12,177	$	11,892	Total assets	$	11,967	$	11,892
Current liabilities	Current liabilities					Current liabilities
Short-term borrowings	Short-term borrowings	$	858	$	814	Short-term borrowings	$	578	$	814
Payable to suppliers and others	Payable to suppliers and others	1,447		1,334		Payable to suppliers and others	1,374		1,334
Accrued liabilities	Accrued liabilities	534		621		Accrued liabilities	602		621
Dividends payable	Dividends payable	112		114		Dividends payable	113		114
Accrued income taxes	Accrued income taxes	82		3		Accrued income taxes	32		3

Total current liabilities	Total current liabilities	3,033		2,886		Total current liabilities	2,699		2,886
Long-term debt	Long-term debt	3,994		3,996		Long-term debt	3,992		3,996
Deferred taxes	Deferred taxes	1,078		1,074		Deferred taxes	1,076		1,074
Other liabilities	Other liabilities	603		603		Other liabilities	599		603

Total liabilities	Total liabilities	8,708		8,559		Total liabilities	8,366		8,559
Commitments and contingencies	Commitments and contingencies					Commitments and contingencies
Campbell Soup Company shareholders' equity	Campbell Soup Company shareholders' equity					Campbell Soup Company shareholders' equity
Preferred stock; authorized 40 shares; none issued	Preferred stock; authorized 40 shares; none issued	—		—		Preferred stock; authorized 40 shares; none issued	—		—
Capital stock, $.0375 par value; authorized 560 shares; issued 323 shares	Capital stock, $.0375 par value; authorized 560 shares; issued 323 shares	12		12		Capital stock, $.0375 par value; authorized 560 shares; issued 323 shares	12		12
Additional paid-in capital	Additional paid-in capital	375		415		Additional paid-in capital	391		415
Earnings retained in the business	Earnings retained in the business	4,224		4,040		Earnings retained in the business	4,344		4,040
Capital stock in treasury, at cost	Capital stock in treasury, at cost	(1,140)		(1,138)		Capital stock in treasury, at cost	(1,144)		(1,138)
Accumulated other comprehensive income (loss)	Accumulated other comprehensive income (loss)	(4)		2		Accumulated other comprehensive income (loss)	(4)		2
Total Campbell Soup Company shareholders' equity	Total Campbell Soup Company shareholders' equity	3,467		3,331		Total Campbell Soup Company shareholders' equity	3,599		3,331
Noncontrolling interests	Noncontrolling interests	2		2		Noncontrolling interests	2		2
Total equity	Total equity	3,469		3,333		Total equity	3,601		3,333
Total liabilities and equity	Total liabilities and equity	$	12,177	$	11,892	Total liabilities and equity	$	11,967	$	11,892

See accompanying Notes to Consolidated Financial Statements.

CAMPBELL SOUP COMPANY

Consolidated Statements of Cash Flows

(unaudited)

(millions)


		Three Months Ended					Six Months Ended
		October 30, 2022		October 31, 2021			January 29, 2023		January 30, 2022
Cash flows from operating activities:	Cash flows from operating activities:					Cash flows from operating activities:
Net earnings	Net earnings	$	297	$	261	Net earnings	$	529	$	473
Adjustments to reconcile net earnings to operating cash flow	Adjustments to reconcile net earnings to operating cash flow					Adjustments to reconcile net earnings to operating cash flow

Restructuring charges						Restructuring charges	9		—
Stock-based compensation	Stock-based compensation	15		14		Stock-based compensation	31		31

Pension and postretirement benefit expense (income)	Pension and postretirement benefit expense (income)	11		(9)		Pension and postretirement benefit expense (income)	3		(35)
Depreciation and amortization	Depreciation and amortization	91		83		Depreciation and amortization	176		166
Deferred income taxes	Deferred income taxes	3		20		Deferred income taxes	2		31

Other	Other	25		22		Other	51		40
Changes in working capital	Changes in working capital					Changes in working capital
Accounts receivable	Accounts receivable	(198)		(137)		Accounts receivable	(63)		(17)
Inventories	Inventories	(118)		(40)		Inventories	(6)		22
Other current assets	Other current assets	(10)		(5)		Other current assets	(12)		(5)
Accounts payable and accrued liabilities	Accounts payable and accrued liabilities	123		87		Accounts payable and accrued liabilities	38		78

Other	Other	(12)		(8)		Other	(26)		(18)
Net cash provided by operating activities	Net cash provided by operating activities	227		288		Net cash provided by operating activities	732		766
Cash flows from investing activities:	Cash flows from investing activities:					Cash flows from investing activities:
Purchases of plant assets	Purchases of plant assets	(77)		(69)		Purchases of plant assets	(155)		(129)

Purchases of route businesses	Purchases of route businesses	(1)		—		Purchases of route businesses	(3)		—
Sales of route businesses	Sales of route businesses	—		1		Sales of route businesses	—		2

Other						Other	—		2
Net cash used in investing activities	Net cash used in investing activities	(78)		(68)		Net cash used in investing activities	(158)		(125)
Cash flows from financing activities:	Cash flows from financing activities:					Cash flows from financing activities:
Short-term borrowings, including commercial paper	Short-term borrowings, including commercial paper	557		371		Short-term borrowings, including commercial paper	1,389		444
Short-term repayments, including commercial paper	Short-term repayments, including commercial paper	(512)		(395)		Short-term repayments, including commercial paper	(1,626)		(486)

Dividends paid	Dividends paid	(115)		(116)		Dividends paid	(226)		(228)
Treasury stock purchases	Treasury stock purchases	(41)		(63)		Treasury stock purchases	(66)		(65)
Treasury stock issuances	Treasury stock issuances	2		1		Treasury stock issuances	22		1

Payments related to tax withholding for stock-based compensation	Payments related to tax withholding for stock-based compensation	(18)		(17)		Payments related to tax withholding for stock-based compensation	(18)		(18)

Other		—		(1)

Net cash used in financing activities	Net cash used in financing activities	(127)		(220)		Net cash used in financing activities	(525)		(352)
Effect of exchange rate changes on cash	Effect of exchange rate changes on cash	(1)		—		Effect of exchange rate changes on cash	—		(1)
Net change in cash and cash equivalents	Net change in cash and cash equivalents	21		—		Net change in cash and cash equivalents	49		288
Cash and cash equivalents — beginning of period	Cash and cash equivalents — beginning of period	109		69		Cash and cash equivalents — beginning of period	109		69

Cash and cash equivalents — end of period	Cash and cash equivalents — end of period	$	130	$	69	Cash and cash equivalents — end of period	$	158	$	357

See accompanying Notes to Consolidated Financial Statements.

CAMPBELL SOUP COMPANY

Consolidated Statements of Equity

(unaudited)

(millions, except per share amounts)


		Campbell Soup Company Shareholders’ Equity																							Campbell Soup Company Shareholders’ Equity
		Capital Stock						Additional Paid-in Capital				Earnings Retained in the Business			Accumulated Other Comprehensive Income (Loss)			Noncontrolling Interests							Capital Stock										Additional Paid-in Capital				Earnings Retained in the Business				Accumulated Other Comprehensive Income (Loss)				Noncontrolling Interests
		Issued			In Treasury												Total Equity				Issued							In Treasury													Total Equity
		Shares	Amount		Shares	Amount															Shares				Amount			Shares		Amount

Balance at August 1, 2021		323	$	12	(21)	$	(1,021)			$	414				$	3,742		$	5			$	2			$	3,154
Balance at October 31, 2021																								Balance at October 31, 2021	323			$	12	(21)		$	(1,038)				$	372			$	3,882			$	7			$	2			$	3,237
Net earnings (loss)	Net earnings (loss)													261						—				261		Net earnings (loss)															212								—				212

Other comprehensive income (loss)	Other comprehensive income (loss)														2			—				2		Other comprehensive income (loss)																			(1)				—				(1)
Dividends ($.37 per share)	Dividends ($.37 per share)											(113)										(113)		Dividends ($.37 per share)															(111)												(111)
Treasury stock purchased	Treasury stock purchased				(1)	(63)																(63)		Treasury stock purchased						—		(2)																			(2)
Treasury stock issued under management incentive and stock option plans	Treasury stock issued under management incentive and stock option plans				1	46				(42)				(8)										(4)		Treasury stock issued under management incentive and stock option plans					—			1			16				—												17
Balance at October 31, 2021		323	$	12	(21)	$	(1,038)	$	372			$	3,882		$	7		$	2			$	3,237
Balance at January 30, 2022																								Balance at January 30, 2022	323			$	12	(21)		$	(1,039)		$	388			$	3,983			$	6			$	2			$	3,352

Balance at July 31, 2022		323	$	12	(24)	$	(1,138)	$	415			$	4,040		$	2		$	2			$	3,333
Balance at August 1, 2021																								Balance at August 1, 2021	323			$	12	(21)		$	(1,021)		$	414			$	3,742			$	5			$	2			$	3,154
Net earnings (loss)																								Net earnings (loss)															473								—				473

Other comprehensive income (loss)																								Other comprehensive income (loss)																			1				—				1
Dividends ($.74 per share)																								Dividends ($.74 per share)															(224)												(224)
Treasury stock purchased																								Treasury stock purchased						(1)		(65)																			(65)
Treasury stock issued under management incentive and stock option plans																								Treasury stock issued under management incentive and stock option plans						1		47			(26)				(8)												13
Balance at January 30, 2022																								Balance at January 30, 2022	323			$	12	(21)		$	(1,039)		$	388			$	3,983			$	6			$	2			$	3,352

Balance at October 30, 2022																								Balance at October 30, 2022	323			$	12	(24)		$	(1,140)		$	375			$	4,224			$	(4)			$	2			$	3,469
Net earnings (loss)	Net earnings (loss)											297						—				297		Net earnings (loss)															232								—				232
Other comprehensive income (loss)	Other comprehensive income (loss)														(6)			—				(6)		Other comprehensive income (loss)																			—				—				—
Dividends ($.37 per share)	Dividends ($.37 per share)											(113)										(113)		Dividends ($.37 per share)															(112)												(112)
Treasury stock purchased	Treasury stock purchased				(1)	(41)																(41)		Treasury stock purchased						—		(25)																			(25)
Treasury stock issued under management incentive and stock option plans	Treasury stock issued under management incentive and stock option plans				1	39		(40)				—										(1)		Treasury stock issued under management incentive and stock option plans						—		21			16				—												37
Balance at October 30, 2022		323	$	12	(24)	$	(1,140)	$	375			$	4,224		$	(4)		$	2			$	3,469
Balance at January 29, 2023																								Balance at January 29, 2023	323			$	12	(24)		$	(1,144)		$	391			$	4,344			$	(4)			$	2			$	3,601

Balance at July 31, 2022																								Balance at July 31, 2022	323			$	12	(24)		$	(1,138)		$	415			$	4,040			$	2			$	2			$	3,333
Net earnings (loss)																								Net earnings (loss)															529								—				529
Other comprehensive income (loss)																								Other comprehensive income (loss)																			(6)				—				(6)
Dividends ($.74 per share)																								Dividends ($.74 per share)															(225)												(225)
Treasury stock purchased																								Treasury stock purchased						(1)		(66)																			(66)
Treasury stock issued under management incentive and stock option plans																								Treasury stock issued under management incentive and stock option plans						1		60			(24)				—												36
Balance at January 29, 2023																								Balance at January 29, 2023	323			$	12	(24)		$	(1,144)		$	391			$	4,344			$	(4)			$	2			$	3,601

See accompanying Notes to Consolidated Financial Statements.

Notes to Consolidated Financial Statements

(unaudited)

1. Basis of Presentation and Significant Accounting Policies

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

The financial statements reflect all adjustments which are, in our opinion, necessary for a fair statement of the results of operations, financial position and cash flows for the indicated periods. The accounting policies we used in preparing these financial statements are substantially consistent with those we applied in our Annual Report on Form 10-K for the year ended July 31, 2022.

The results for the period are not necessarily indicative of the results to be expected for other interim periods or the full year. Our fiscal year ends on the Sunday nearest July 31, which is July 30, 2023.

2. Recent Accounting Pronouncements

Accounting Pronouncements Not Yet Adopted

In September 2022, the Financial Accounting Standards Board (FASB) issued guidance that enhances the transparency of supplier finance programs by requiring disclosure of the key terms of these programs and a related rollforward of these obligations to understand the effect on working capital, liquidity and cash flows. The guidance is effective for fiscal years beginning after December 15, 2022, including interim periods in those fiscal years, except for the rollforward requirement, which is effective for fiscal years beginning after December 15, 2023. Early adoption is permitted. We are currently evaluating the impact that the new guidance will have on our disclosures.

3. Accumulated Other Comprehensive Income (Loss)

The components of Accumulated other comprehensive income (loss) consisted of the following:


(Millions)	(Millions)	Foreign Currency Translation Adjustments(1)		Cash-Flow Hedges(2)		Pension and Postretirement Benefit Plan Adjustments(3)		Total Accumulated Comprehensive Income (Loss)		(Millions)	Foreign Currency Translation Adjustments(1)		Cash-Flow Hedges(2)		Pension and Postretirement Benefit Plan Adjustments(3)		Total Accumulated Comprehensive Income (Loss)
Balance at August 1, 2021	Balance at August 1, 2021	$	6	$	(4)	$	3	$	5	Balance at August 1, 2021	$	6	$	(4)	$	3	$	5
Other comprehensive income (loss) before reclassifications	Other comprehensive income (loss) before reclassifications	—		2		—		2		Other comprehensive income (loss) before reclassifications	(4)		6		—		2
Losses (gains) reclassified from accumulated other comprehensive income (loss)	Losses (gains) reclassified from accumulated other comprehensive income (loss)	—		—		—		—		Losses (gains) reclassified from accumulated other comprehensive income (loss)	—		—		(1)		(1)
Net current-period other comprehensive income (loss)	Net current-period other comprehensive income (loss)	—		2		—		2		Net current-period other comprehensive income (loss)	(4)		6		(1)		1
Balance at October 31, 2021		$	6	$	(2)	$	3	$	7
Balance at January 30, 2022										Balance at January 30, 2022	$	2	$	2	$	2	$	6

Balance at July 31, 2022	Balance at July 31, 2022	$	—	$	—	$	2	$	2	Balance at July 31, 2022	$	—	$	—	$	2	$	2
Other comprehensive income (loss) before reclassifications	Other comprehensive income (loss) before reclassifications	(8)		5		—		(3)		Other comprehensive income (loss) before reclassifications	(5)		4		—		(1)
Losses (gains) reclassified from accumulated other comprehensive income (loss)	Losses (gains) reclassified from accumulated other comprehensive income (loss)	—		(3)		—		(3)		Losses (gains) reclassified from accumulated other comprehensive income (loss)	—		(5)		—		(5)
Net current-period other comprehensive income (loss)	Net current-period other comprehensive income (loss)	(8)		2		—		(6)		Net current-period other comprehensive income (loss)	(5)		(1)		—		(6)
Balance at October 30, 2022		$	(8)	$	2	$	2	$	(4)
Balance at January 29, 2023										Balance at January 29, 2023	$	(5)	$	(1)	$	2	$	(4)

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

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

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

Amounts related to noncontrolling interests were not material.

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


		Three Months Ended						Three Months Ended				Six Months Ended
(Millions)	(Millions)		October 30, 2022		October 31, 2021		Location of Loss (Gain) Recognized in Earnings		(Millions)	January 29, 2023		January 30, 2022		January 29, 2023		January 30, 2022		Location of Loss (Gain) Recognized in Earnings

Losses (gains) on cash-flow hedges:	Losses (gains) on cash-flow hedges:								Losses (gains) on cash-flow hedges:
Commodity contracts	Commodity contracts		$	(3)	$	(1)	Cost of products sold		Commodity contracts	$	—	$	(2)	$	(3)	$	(3)	Cost of products sold
Foreign exchange forward contracts	Foreign exchange forward contracts		(1)		1		Cost of products sold		Foreign exchange forward contracts	(3)		1		(4)		2		Cost of products sold

Forward starting interest rate swaps									Forward starting interest rate swaps	1		1		1		1		Interest expense
Total before tax	Total before tax		(4)		—				Total before tax	(2)		—		(6)		—
Tax expense (benefit)	Tax expense (benefit)		1		—				Tax expense (benefit)	—		—		1		—
Loss (gain), net of tax	Loss (gain), net of tax		$	(3)	$	—			Loss (gain), net of tax	$	(2)	$	—	$	(5)	$	—

Pension and postretirement benefit adjustments:									Pension and postretirement benefit adjustments:
Prior service credit									Prior service credit	$	—	$	(1)	$	—	$	(1)	Other expenses / (income)
Tax expense (benefit)									Tax expense (benefit)	—		—		—		—
Loss (gain), net of tax									Loss (gain), net of tax	$	—	$	(1)	$	—	$	(1)

4. Goodwill and Intangible Assets

Goodwill

The following table shows the changes in the carrying amount of goodwill:


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

Net balance at July 31, 2022	Net balance at July 31, 2022	$	993	$	2,986	$	3,979	Net balance at July 31, 2022	$	993	$	2,986	$	3,979

Foreign currency translation adjustment	Foreign currency translation adjustment	(6)		—		(6)		Foreign currency translation adjustment	(4)		—		(4)
Net balance at October 30, 2022		$	987	$	2,986	$	3,973
Net balance at January 29, 2023								Net balance at January 29, 2023	$	989	$	2,986	$	3,975

Intangible Assets

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


		October 30, 2022						July 31, 2022							January 29, 2023						July 31, 2022
(Millions)	(Millions)	Cost		Accumulated Amortization		Net		Cost		Accumulated Amortization		Net		(Millions)	Cost		Accumulated Amortization		Net		Cost		Accumulated Amortization		Net
Amortizable intangible assets	Amortizable intangible assets													Amortizable intangible assets
Customer relationships	Customer relationships	$	830	$	(192)	$	638	$	830	$	(181)	$	649	Customer relationships	$	830	$	(202)	$	628	$	830	$	(181)	$	649
Non-amortizable intangible assets	Non-amortizable intangible assets													Non-amortizable intangible assets
Snyder's of Hanover	Snyder's of Hanover					$	620					$	620	Snyder's of Hanover					$	620					$	620
Lance	Lance					350						350		Lance					350						350
Kettle Brand	Kettle Brand					318						318		Kettle Brand					318						318
Pace	Pace					292						292		Pace					292						292
Pacific Foods	Pacific Foods					280						280		Pacific Foods					280						280
Various other Snacks(1)	Various other Snacks(1)					689						689		Various other Snacks(1)					689						689
Total trademarks	Total trademarks					$	2,549					$	2,549	Total trademarks					$	2,549					$	2,549
Total net intangible assets	Total net intangible assets					$	3,187					$	3,198	Total net intangible assets					$	3,177					$	3,198

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

Amortization of intangible assets was ~~$11~~$21 million for both the ~~three-month~~six-month periods ended ~~October~~January 29, 2023 and January 30, ~~2022 and October 31, 2021.~~2022. As of ~~October 30, 2022,~~January 29, 2023, amortizable intangible assets had a weighted-average remaining useful life of 16 years. Amortization expense for the next 5 years is estimated to be approximately $41 million per year.

As of our 2022 annual impairment testing, indefinite-lived trademarks with 10% or less of excess coverage of fair value over carrying value had an aggregate carrying value of $434 million and included Pacific Foods and certain other Snacks trademarks.

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

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

5. Segment Information

Our reportable segments are as follows:

•Meals & Beverages, which consists of our soup, simple meals and beverages products in retail and foodservice in the U.S. and Canada. The segment includes the following products: Campbell’s condensed and ready-to-serve soups; Swanson broth and stocks; Pacific Foods broth, soups and non-dairy beverages; Prego pasta sauces; Pace Mexican sauces; Campbell’s gravies, pasta, beans and dinner sauces; Swanson canned poultry; V8 juices and beverages; and Campbell’s tomato juice. The segment also includes snacking products in foodservice and Canada; and

•Snacks, which consists of Pepperidge Farm cookies*, crackers, fresh bakery and frozen products, including Goldfish crackers*, Snyder’s of Hanover pretzels*, Lance sandwich crackers*, Cape Cod potato chips*, Kettle Brand potato chips*, Late July snacks*, Snack Factory pretzel crisps*, Pop Secret popcorn, Emerald nuts, and other snacking products in retail in the U.S. We refer to the * brands as our "power brands." The segment also includes the retail business in Latin America.

We evaluate segment performance before interest, taxes and costs associated with restructuring activities and impairment charges. Unrealized gains and losses on outstanding undesignated commodity hedging activities are excluded from segment operating earnings and are recorded in Corporate as these open positions represent hedges of future purchases. Upon closing of the contracts, the realized gain or loss is transferred to segment operating earnings, which allows the segments to reflect the economic effects of the hedge without exposure to quarterly volatility of unrealized gains and losses. Only the service cost component of pension and postretirement expense is allocated to segments. All other components of expense, including interest cost, expected return on assets, amortization of prior service credits and recognized actuarial gains and losses are reflected in Corporate and not included in segment operating results. Asset information by segment is not discretely maintained for internal reporting or used in evaluating performance.


		Three Months Ended				Three Months Ended				Six Months Ended
(Millions)	(Millions)	October 30, 2022		October 31, 2021			(Millions)	January 29, 2023		January 30, 2022		January 29, 2023		January 30, 2022
Net sales	Net sales						Net sales
Meals & Beverages	Meals & Beverages	$	1,455	$	1,266		Meals & Beverages	$	1,408	$	1,275	$	2,863	$	2,541
Snacks	Snacks	1,120		970			Snacks	1,077		934		2,197		1,904
Total	Total	$	2,575	$	2,236		Total	$	2,485	$	2,209	$	5,060	$	4,445


		Three Months Ended				Three Months Ended				Six Months Ended
(Millions)	(Millions)	October 30, 2022		October 31, 2021			(Millions)	January 29, 2023		January 30, 2022		January 29, 2023		January 30, 2022
Earnings before interest and taxes	Earnings before interest and taxes						Earnings before interest and taxes
Meals & Beverages	Meals & Beverages	$	331	$	280		Meals & Beverages	$	249	$	213	$	580	$	493
Snacks	Snacks	153		128			Snacks	150		121		303		249
Corporate income (expense)(1)	Corporate income (expense)(1)	(48)		(32)			Corporate income (expense)(1)	(40)		(11)		(88)		(43)
Restructuring charges(2)	Restructuring charges(2)	—		—			Restructuring charges(2)	(9)		—		(9)		—
Total	Total	$	436	$	376		Total	$	350	$	323	$	786	$	699

(1)Represents unallocated items. There were pension actuarial gains of $6 million and losses of ~~$15 million and $6~~$9 million in the ~~three-month~~three- and six-month periods ended ~~October~~January 29, 2023, and pension actuarial gains of $10 million and $4 million in the three- and six-month periods ended January 30, 2022, ~~and October 31, 2021,~~ respectively. Costs related to the cost savings initiatives were $3$5 million and $4$8 million in the ~~three-month~~three- and six-month periods ended ~~October~~January 29, 2023, and $5 million and $9 million in the three- and six-month periods ended January 30, 2022, ~~and October 31, 2021,~~ respectively. Unrealized mark-to-market adjustments on outstanding undesignated

commodity hedges were ~~gains~~losses of $5$4 million in the three-month period ended January 29, 2023, and losses of $3 million in the ~~three-month periods~~six-month period ended ~~October~~January 30, ~~2022, and October 31, 2021, respectively.~~2022.

(2)See Note 6 for additional information.

Our net sales based on product categories are as follows:


		Three Months Ended				Three Months Ended				Six Months Ended
(Millions)	(Millions)	October 30, 2022		October 31, 2021			(Millions)	January 29, 2023		January 30, 2022		January 29, 2023		January 30, 2022
Net sales	Net sales						Net sales
Soup	Soup	$	893	$	797		Soup	$	852	$	784	$	1,745	$	1,581
Snacks	Snacks	1,173		1,003			Snacks	1,121		966		2,294		1,969
Other simple meals	Other simple meals	315		264			Other simple meals	321		270		636		534
Beverages	Beverages	194		172			Beverages	191		189		385		361
Total	Total	$	2,575	$	2,236		Total	$	2,485	$	2,209	$	5,060	$	4,445

Soup includes various soup, broths and stock products. Snacks include cookies, pretzels, crackers, popcorn, nuts, potato chips, tortilla chips and other salty snacks and baked products. Other simple meals include sauces, gravies, pasta, beans and canned poultry. Beverages include V8 juices and beverages, Campbell’s tomato juice and Pacific Foods non-dairy beverages.

6. Restructuring Charges and Cost Savings Initiatives

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

Continuing Operations

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

Over the years, we expanded these initiatives by continuing to optimize our supply chain and manufacturing networks, as well as our information technology infrastructure.

On March 26, 2018, we completed the acquisition of Snyder's-Lance. Prior to the acquisition, Snyder's-Lance launched a cost transformation program following a comprehensive review of its operations with the goal of significantly improving its financial performance. We continued to implement this program and identified opportunities for additional cost synergies as we integrated Snyder's-Lance.

In 2022, we expanded these initiatives as we continue to pursue cost savings by further optimizing our supply chain and manufacturing network and through effective cost management. In the second quarter of 2023, we announced plans to consolidate our Snacks offices in Charlotte, North Carolina, and Norwalk, Connecticut, into our headquarters in Camden, New Jersey. Cost estimates for these expanded initiatives, as well as timing for certain activities, are continuing to be developed.

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


		Three Months Ended				Three Months Ended						Six Months Ended
(Millions)	(Millions)	October 30, 2022		October 31, 2021			Recognized as of October 30, 2022		(Millions)	January 29, 2023		January 30, 2022		January 29, 2023		January 30, 2022		Recognized as of January 29, 2023
Restructuring charges	Restructuring charges	$	—	$	—		$	264	Restructuring charges	$	9	$	—	$	9	$	—	$	273
Administrative expenses	Administrative expenses	3		2			362		Administrative expenses	5		3		8		5		367
Cost of products sold	Cost of products sold	—		2			84		Cost of products sold	—		2		—		4		84
Marketing and selling expenses	Marketing and selling expenses	—		—			14		Marketing and selling expenses	—		—		—		—		14
Research and development expenses	Research and development expenses	—		—			4		Research and development expenses	—		—		—		—		4
Total pre-tax charges	Total pre-tax charges	$	3	$	4		$	728	Total pre-tax charges	$	14	$	5	$	17	$	9	$	742

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


(Millions)	Recognized as of ~~October 30, 2022~~January 29, 2023
Severance pay and benefits	$	~~227~~236
Asset impairment/accelerated depreciation	82
Implementation costs and other related costs	~~419~~424
Total	$	~~728~~742

The total estimated pre-tax costs for actions that have been identified are approximately ~~$735~~$860 million to ~~$740~~$880 million and we expect to incur the costs through ~~2023.~~2025. These estimates will be updated as the expanded initiatives are developed.

~~$420~~ $485 million to ~~$425~~$500 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 ~~30%~~33%; Snacks - approximately ~~44%~~43%; and Corporate - approximately ~~26%~~24%.

Of the aggregate ~~$735~~$860 million to ~~$740~~$880 million of pre-tax costs identified to date, we expect approximately ~~$635~~$690 million to ~~$640~~$710 million will be cash expenditures. In addition, we expect to invest approximately ~~$450~~$600 million in capital expenditures through 2025, of which we invested ~~$440~~$441 million as of ~~October 30, 2022. We expect to invest in substantially all of the capital expenditures through~~January 29, 2023. The capital expenditures primarily relate to optimization of production within our Meals & Beverages manufacturing network, a U.S. warehouse optimization project, improvement of quality, safety and cost structure across the Snyder’s-Lance manufacturing network, implementation of our existing SAP enterprise-resource planning system for Snyder's-Lance, ~~transition of production within~~enhancements to our ~~Meals & Beverages manufacturing network,~~headquarters in Camden, New Jersey, optimization of information technology infrastructure and applications and optimization of the Snyder’s-Lance warehouse and distribution network.

A summary of the restructuring activity and related reserves at ~~October 30, 2022,~~January 29, 2023, is as follows:


(Millions)	(Millions)	Severance Pay and Benefits		Implementation Costs and Other Related Costs(1)	Total Charges		(Millions)	Severance Pay and Benefits		Implementation Costs and Other Related Costs(2)	Total Charges
Accrued balance at July 31, 2022	Accrued balance at July 31, 2022	$	7				Accrued balance at July 31, 2022	$	7
2023 charges	2023 charges	—		3	$	3	2023 charges	9		8	$	17
2023 cash payments	2023 cash payments	(2)					2023 cash payments	(4)

Accrued balance at October 30, 2022		$	5
Accrued balance at January 29, 2023(1)							Accrued balance at January 29, 2023(1)	$	12

__________________________________

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

(2)Includes other costs recognized as incurred that are not reflected in the restructuring reserve in the Consolidated Balance Sheet. The costs are included in Administrative expenses in the Consolidated Statements of Earnings.

Segment operating results do not include restructuring charges, implementation costs and other related costs because we evaluate segment performance excluding such charges. A summary of the pre-tax costs associated with segments is as follows:


		October 30, 2022		January 29, 2023
(Millions)	(Millions)	Three Months Ended			Costs Incurred to Date		(Millions)	Three Months Ended		Six Months Ended		Costs Incurred to Date
Meals & Beverages	Meals & Beverages	$	—		$	225	Meals & Beverages	$	—	$	—	$	225
Snacks	Snacks	—			321		Snacks	10		10		331
Corporate	Corporate	3			182		Corporate	4		7		186
Total	Total	$	3		$	728	Total	$	14	$	17	$	742

7. Earnings per Share (EPS)

For the periods presented in the Consolidated Statements of Earnings, the calculations of basic EPS and EPS assuming dilution vary in that the weighted average shares outstanding assuming dilution include the incremental effect of stock options and other share-based payment awards, except when such effect would be antidilutive. The earnings per share calculation for the ~~three-month~~three- and six-month periods ended ~~October~~January 29, 2023, excludes less than 1 million stock options that would have been antidilutive. The earnings per share calculation for the three- and six-month periods ended January 30, 2022, ~~and October 31, 2021,~~ excludes approximately 1 million stock options that would have been antidilutive.

8. Pension and Postretirement Benefits

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


		Three Months Ended								Three Months Ended			Six Months Ended
		Pension				Postretirement					Pension	Postretirement				Pension								Postretirement
(Millions)	(Millions)	October 30, 2022		October 31, 2021		October 30, 2022		October 31, 2021									(Millions)		January 29, 2023			January 30, 2022				January 29, 2023			January 30, 2022			January 29, 2023			January 30, 2022			January 29, 2023		January 30, 2022
Service cost	Service cost	$	4	$	4	$	—	$	—								Service cost		$	3		$	5			$	—		$	—		$	7		$	9		$	—	$	—
Interest cost	Interest cost	17		10		2		1									Interest cost		19			11				1			1			36			21			3		2
Expected return on plan assets	Expected return on plan assets	(27)		(30)		—		—									Expected return on plan assets		(25)			(32)				—			—			(52)			(62)			—		—
Amortization of prior service cost		—		—		—		—
Amortization of prior service credit														Amortization of prior service credit	—			—			—				(1)			—			—			—			(1)

Actuarial losses		15		6		—		—
Actuarial losses (gains)														Actuarial losses (gains)	(6)			(10)			—				—			9			(4)			—			—
Net periodic benefit expense (income)	Net periodic benefit expense (income)	$	9	$	(10)	$	2	$	1								Net periodic benefit expense (income)		$	(9)		$	(26)			$	1		$	—		$	—		$	(36)		$	3	$	1

The actuarial gains and losses resulted from the remeasurement of ~~a U.S.~~ pension ~~plan for the three-month period ended~~

~~October 30, 2022 and a U.S. and a Canadian pension plan for the three-month period ended October 31, 2021. These remeasurements were each~~plans due to lump sum distributions that exceeded or are expected to exceed service and interest costs resulting in settlement accounting for the plans. The actuarial gains recognized for the three-month period ended January 29, 2023 were primarily due to increases in discount rates used to determine the benefit obligation, partially offset by losses on plan assets. The actuarial losses recognized for the ~~three-month periods~~six-month period ended ~~October 30, 2022, and October 31, 2021,~~January 29, 2023 were primarily due to losses on plan assets, partially offset by increases in discount rates used to determine the benefit obligation. The actuarial gains recognized for the three- and six-month periods ended January 30, 2022 were primarily due to increases in discount rates used to determine the benefit obligation, partially offset by losses on plan assets.

9. Leases

The components of lease costs were as follows:


		Three Months Ended				Three Months Ended				Six Months Ended
(Millions)	(Millions)	October 30, 2022		October 31, 2021			(Millions)	January 29, 2023		January 30, 2022		January 29, 2023		January 30, 2022
Operating lease cost	Operating lease cost	$	20	$	19		Operating lease cost	$	20	$	20	$	40	$	39
Finance lease - amortization of right-of-use (ROU) assets	Finance lease - amortization of right-of-use (ROU) assets	4		4			Finance lease - amortization of right-of-use (ROU) assets	4		4		8		8

Short-term lease cost	Short-term lease cost	17		13			Short-term lease cost	17		14		34		27
Variable lease cost(1)	Variable lease cost(1)	50		52			Variable lease cost(1)	53		49		103		101

Total	Total	$	91	$	88		Total	$	94	$	87	$	185	$	175

(1)Includes labor and other overhead in our service contracts with embedded leases.

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


		Operating Leases						Operating Leases
(Millions)	(Millions)	Balance Sheet Classification	October 30, 2022		July 31, 2022		(Millions)	Balance Sheet Classification	January 29, 2023		July 31, 2022
ROU assets, net	ROU assets, net	Other assets	$	235	$	239	ROU assets, net	Other assets	$	230	$	239
Lease liabilities (current)	Lease liabilities (current)	Accrued liabilities	$	59	$	62	Lease liabilities (current)	Accrued liabilities	$	59	$	62
Lease liabilities (noncurrent)	Lease liabilities (noncurrent)	Other liabilities	$	176	$	177	Lease liabilities (noncurrent)	Other liabilities	$	172	$	177

		Finance Leases						Finance Leases
(Millions)	(Millions)	Balance Sheet Classification	October 30, 2022		July 31, 2022		(Millions)	Balance Sheet Classification	January 29, 2023		July 31, 2022
ROU assets, net	ROU assets, net	Plant assets, net of depreciation	$	24	$	28	ROU assets, net	Plant assets, net of depreciation	$	21	$	28
Lease liabilities (current)	Lease liabilities (current)	Short-term borrowings	$	13	$	14	Lease liabilities (current)	Short-term borrowings	$	12	$	14
Lease liabilities (noncurrent)	Lease liabilities (noncurrent)	Long-term debt	$	13	$	16	Lease liabilities (noncurrent)	Long-term debt	$	11	$	16

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


		Three Months Ended					Six Months Ended
(Millions)	(Millions)	October 30, 2022		October 31, 2021		(Millions)	January 29, 2023		January 30, 2022
Cash paid for amounts included in the measurement of lease liabilities:	Cash paid for amounts included in the measurement of lease liabilities:					Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	Operating cash flows from operating leases	$	20	$	19	Operating cash flows from operating leases	$	40	$	38

Financing cash flows from finance leases	Financing cash flows from finance leases	$	4	$	4	Financing cash flows from finance leases	$	8	$	8

ROU assets obtained in exchange for lease obligations:	ROU assets obtained in exchange for lease obligations:					ROU assets obtained in exchange for lease obligations:
Operating leases	Operating leases	$	15	$	14	Operating leases	$	30	$	33
Finance leases	Finance leases	$	—	$	13	Finance leases	$	1	$	13

10. Short-term Borrowings and Long-term Debt

On November 15, 2022, we entered into a delayed draw term loan credit agreement (the DDTL Credit Agreement) totaling up to $500 million scheduled to mature on November 15, 2025. Loans under the DDTL Credit Agreement will bear interest at the rates specified in the DDTL Credit Agreement, which vary based on the type of loan and certain other conditions. The DDTL Credit Agreement contains customary representations and warranties, affirmative and negative covenants, including a financial covenant with respect to a minimum consolidated interest coverage ratio of consolidated adjusted EBITDA to consolidated interest expense (as each is defined in the DDTL Credit Agreement) of not less than 3.25:1.00, and events of default for credit facilities of this type. We anticipate using $500 million of the proceeds of the loans under the DDTL Credit Agreement to refinance our existing $566 million Notes with a maturity date of March 15, 2023.

11. Financial Instruments

The principal market risks to which we are exposed are changes in foreign currency exchange rates, interest rates and commodity prices. In addition, we are exposed to price changes related to certain deferred compensation obligations. In order to manage these exposures, we follow established risk management policies and procedures, including the use of derivative contracts such as swaps, rate locks, options, forwards and commodity futures. We enter into these derivative contracts for periods consistent with the related underlying exposures, and the contracts do not constitute positions independent of those exposures. We do not enter into derivative contracts for speculative purposes and do not use leveraged instruments. Our

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

Concentration of Credit Risk

We are exposed to the risk that counterparties to derivative contracts will fail to meet their contractual obligations. To mitigate counterparty credit risk, we enter into contracts only with carefully selected, leading, credit-worthy financial institutions, and distribute contracts among several financial institutions to reduce the concentration of credit risk. We did not have credit risk-related contingent features in our derivative instruments as of ~~October 30, 2022,~~January 29, 2023, or July 31, 2022.

We are also exposed to credit risk from our customers. During 2022, our largest customer accounted for approximately 22% of consolidated net sales. Our five largest customers accounted for approximately 47% of our consolidated net sales in 2022.

We closely monitor credit risk associated with counterparties and customers.

Foreign Currency Exchange Risk

We are exposed to foreign currency exchange risk, primarily the Canadian dollar, related to intercompany transactions and third-party transactions. We utilize foreign exchange forward purchase and sale contracts to hedge these exposures. The contracts are either designated as cash-flow hedging instruments or are undesignated. We hedge portions of our forecasted foreign currency transaction exposure with foreign exchange forward contracts for periods typically up to 18 months. The notional amount of foreign exchange forward contracts accounted for as cash-flow hedges was ~~$121~~$128 million as of ~~October 30, 2022,~~January 29, 2023, and $140 million as of July 31, 2022. Changes in the fair value on the portion of the derivative included in the assessment of hedge effectiveness of cash-flow hedges are recorded in other comprehensive income (loss), until earnings are affected by the variability of cash flows. For derivatives that are designated and qualify as hedging instruments, the initial fair value of hedge components excluded from the assessment of effectiveness is recognized in earnings under a systematic and rational method over the life of the hedging instrument and is presented in the same statement of earnings line item as the earnings effect of the hedged item. Any difference between the change in the fair value of the hedge components excluded from the assessment of effectiveness and the amounts recognized in earnings is recorded as a component of other comprehensive income

(loss). The notional amount of foreign exchange forward contracts that are not designated as accounting hedges was ~~$18~~$17 million as of ~~October 30, 2022,~~January 29, 2023, and $13 million as of July 31, 2022.

Interest Rate Risk

We manage our exposure to changes in interest rates by optimizing the use of variable-rate and fixed-rate debt and by utilizing interest rate swaps in order to maintain our variable-to-total debt ratio within targeted guidelines. There were no interest rate swaps outstanding as of ~~October 30, 2022,~~January 29, 2023, or July 31, 2022.

Commodity Price Risk

We principally use a combination of purchase orders and various short- and long-term supply arrangements in connection with the purchase of raw materials, including certain commodities and agricultural products. We also enter into commodity futures, options and swap contracts to reduce the volatility of price fluctuations of wheat, diesel fuel, natural gas, soybean oil, aluminum, cocoa, corn, soybean meal and butter. Commodity futures, options and swap contracts are either designated as cash-flow hedging instruments or are undesignated. We hedge a portion of commodity requirements for periods typically up to 18 months. The notional amount of commodity contracts designated as cash-flow hedges was $3 million as of July 31, 2022. There were no commodity contracts designated as cash-flow hedges as of ~~October 30, 2022.~~January 29, 2023. Changes in the fair value on the portion of the derivative included in the assessment of hedge effectiveness of cash-flow hedges are recorded in other comprehensive income (loss), until earnings are affected by the variability of cash flows. The notional amount of commodity contracts not designated as accounting hedges was ~~$281~~$246 million as of ~~October 30, 2022,~~January 29, 2023, and $254 million as of July 31, 2022. The change in fair value on undesignated instruments is recorded in Cost of products sold.

We have a supply contract under which prices for certain raw materials are established based on anticipated volume requirements over a twelve-month period. Certain prices under the contract are based in part on certain component parts of the raw materials that are in excess of our needs or not required for our operations, thereby creating an embedded derivative requiring bifurcation. We net settle amounts due under the contract with our counterparty. The notional amount was ~~approximately $15~~$106 million as of ~~October 30, 2022,~~January 29, 2023, and $39 million as of July 31, 2022. The change in fair value on the embedded derivative is recorded in Cost of products sold.

Deferred Compensation Obligation Price Risk

We enter into swap contracts which hedge a portion of exposures relating to ~~certain deferred compensation obligations linked to~~ the total return of ~~the Vanguard Extended Market Index Plus Fund, the Vanguard Institutional Index Institutional Plus Fund, the Vanguard Short-Term Bond Index Fund and the Vanguard Total International Stock Index Fund.~~certain deferred compensation obligations. These contracts are not designated as hedges for accounting purposes. Unrealized gains (losses) and settlements are included in Administrative

expenses in the Consolidated Statements of Earnings. We enter into these contracts for periods typically not exceeding 12 months. The notional amounts of the contracts were $50 million as of ~~October 30, 2022,~~January 29, 2023, and July 31, 2022.

The following table summarizes the fair value of derivative instruments on a gross basis as recorded in the Consolidated Balance Sheets as of ~~October 30, 2022,~~January 29, 2023, and July 31, 2022:


(Millions)	(Millions)	Balance Sheet Classification	October 30, 2022		July 31, 2022		(Millions)	Balance Sheet Classification	January 29, 2023		July 31, 2022
Asset Derivatives	Asset Derivatives						Asset Derivatives
Derivatives designated as hedges:	Derivatives designated as hedges:						Derivatives designated as hedges:
Commodity contracts	Commodity contracts	Other current assets	$	—	$	3	Commodity contracts	Other current assets	$	—	$	3
Foreign exchange forward contracts	Foreign exchange forward contracts	Other current assets	7		2		Foreign exchange forward contracts	Other current assets	3		2

Total derivatives designated as hedges	Total derivatives designated as hedges		$	7	$	5	Total derivatives designated as hedges		$	3	$	5
Derivatives not designated as hedges:	Derivatives not designated as hedges:						Derivatives not designated as hedges:
Commodity contracts	Commodity contracts	Other current assets	$	13	$	20	Commodity contracts	Other current assets	$	9	$	20

Deferred compensation contracts	Deferred compensation contracts	Other current assets	2		—		Deferred compensation contracts	Other current assets	5		—

Total derivatives not designated as hedges	Total derivatives not designated as hedges		$	15	$	20	Total derivatives not designated as hedges		$	14	$	20
Total asset derivatives	Total asset derivatives		$	22	$	25	Total asset derivatives		$	17	$	25


(Millions)	(Millions)	Balance Sheet Classification	October 30, 2022		July 31, 2022		(Millions)	Balance Sheet Classification	January 29, 2023		July 31, 2022
Liability Derivatives	Liability Derivatives						Liability Derivatives
Derivatives designated as hedges:							Derivatives designated as hedges:

Foreign exchange forward contracts							Foreign exchange forward contracts	Accrued liabilities	$	1	$	—

Total derivatives designated as hedges							Total derivatives designated as hedges		$	1	$	—
Derivatives not designated as hedges:	Derivatives not designated as hedges:						Derivatives not designated as hedges:
Commodity contracts	Commodity contracts	Accrued liabilities	$	19	$	30	Commodity contracts	Accrued liabilities	$	18	$	30

Deferred compensation contracts	Deferred compensation contracts	Accrued liabilities	—		4		Deferred compensation contracts	Accrued liabilities	—		4

Total derivatives not designated as hedges	Total derivatives not designated as hedges		$	19	$	34	Total derivatives not designated as hedges		$	18	$	34
Total liability derivatives	Total liability derivatives		$	19	$	34	Total liability derivatives		$	19	$	34

We do not offset the fair values of derivative assets and liabilities executed with the same counterparty that are generally subject to enforceable netting agreements. However, if we were to offset and record the asset and liability balances of derivatives on a net basis, the amounts presented in the Consolidated Balance Sheets as of ~~October 30, 2022,~~January 29, 2023, and July 31, 2022, would be adjusted as detailed in the following table:


		October 30, 2022						July 31, 2022							January 29, 2023						July 31, 2022
(Millions)	(Millions)	Gross Amounts Presented in the Consolidated Balance Sheet		Gross Amounts Not Offset in the Consolidated Balance Sheet Subject to Netting Agreements		Net Amount		Gross Amounts Presented in the Consolidated Balance Sheet		Gross Amounts Not Offset in the Consolidated Balance Sheet Subject to Netting Agreements		Net Amount		(Millions)	Gross Amounts Presented in the Consolidated Balance Sheet		Gross Amounts Not Offset in the Consolidated Balance Sheet Subject to Netting Agreements		Net Amount		Gross Amounts Presented in the Consolidated Balance Sheet		Gross Amounts Not Offset in the Consolidated Balance Sheet Subject to Netting Agreements		Net Amount
Total asset derivatives	Total asset derivatives	$	22	$	(12)	$	10	$	25	$	(17)	$	8	Total asset derivatives	$	17	$	(6)	$	11	$	25	$	(17)	$	8
Total liability derivatives	Total liability derivatives	$	19	$	(12)	$	7	$	34	$	(17)	$	17	Total liability derivatives	$	19	$	(6)	$	13	$	34	$	(17)	$	17

We are required to maintain cash margin accounts in connection with funding the settlement of open positions for exchange-traded commodity derivative instruments. Cash margin asset balances of ~~$11~~$17 million at ~~October 30, 2022,~~January 29, 2023, and $8 million at July 31, 2022, were included in Other current assets in the Consolidated Balance Sheets.

1516

The following ~~table shows~~tables show the effect of our derivative instruments designated as cash-flow hedges for the ~~three-month~~three- and six-month periods ended ~~October~~January 29, 2023, and January 30, 2022, ~~and October 31, 2021,~~ in other comprehensive income (loss) (OCI) and the Consolidated Statements of Earnings:


			Total Cash-Flow Hedge OCI Activity						Total Cash-Flow Hedge OCI Activity
(Millions)	(Millions)		October 30, 2022		October 31, 2021		(Millions)		January 29, 2023		January 30, 2022
Three Months Ended	Three Months Ended						Three Months Ended
OCI derivative gain (loss) at beginning of quarter	OCI derivative gain (loss) at beginning of quarter		$	—	$	(5)	OCI derivative gain (loss) at beginning of quarter		$	3	$	(2)
Effective portion of changes in fair value recognized in OCI:	Effective portion of changes in fair value recognized in OCI:						Effective portion of changes in fair value recognized in OCI:
Commodity contracts	Commodity contracts		—		3		Commodity contracts		—		1
Foreign exchange forward contracts	Foreign exchange forward contracts		7		—		Foreign exchange forward contracts		(2)		4

Amount of loss (gain) reclassified from OCI to earnings:	Amount of loss (gain) reclassified from OCI to earnings:	Location in Earnings					Amount of loss (gain) reclassified from OCI to earnings:	Location in Earnings
Commodity contracts	Commodity contracts	Cost of products sold	(3)		(1)		Commodity contracts	Cost of products sold	—		(2)
Foreign exchange forward contracts	Foreign exchange forward contracts	Cost of products sold	(1)		1		Foreign exchange forward contracts	Cost of products sold	(3)		1

Forward starting interest rate swaps							Forward starting interest rate swaps	Interest expense	1		1
OCI derivative gain (loss) at end of quarter	OCI derivative gain (loss) at end of quarter		$	3	$	(2)	OCI derivative gain (loss) at end of quarter		$	(1)	$	3

Six Months Ended							Six Months Ended
OCI derivative gain (loss) at beginning of year							OCI derivative gain (loss) at beginning of year		$	—	$	(5)
Effective portion of changes in fair value recognized in OCI:							Effective portion of changes in fair value recognized in OCI:
Commodity contracts							Commodity contracts		—		4
Foreign exchange forward contracts							Foreign exchange forward contracts		5		4

Amount of loss (gain) reclassified from OCI to earnings:							Amount of loss (gain) reclassified from OCI to earnings:	Location in Earnings
Commodity contracts							Commodity contracts	Cost of products sold	(3)		(3)
Foreign exchange forward contracts							Foreign exchange forward contracts	Cost of products sold	(4)		2

Forward starting interest rate swaps							Forward starting interest rate swaps	Interest expense	1		1
OCI derivative gain (loss) at end of quarter							OCI derivative gain (loss) at end of quarter		$	(1)	$	3

Based on current valuations, the amount expected to be reclassified from OCI into earnings within the next 12 months is a gain of $7$3 million.

The following ~~table shows~~tables show the total amounts of line items presented in the Consolidated Statements of Earnings for the ~~three-month~~three- and six-month periods ended ~~October~~January 29, 2023, and January 30, 2022, ~~and October 31, 2021,~~ in which the effects of derivative instruments designated as cash-flow hedges are recorded and the total effect of hedge activity on these line items are as follows:


		Three Months Ended			Three Months Ended
		October 30, 2022				October 31, 2021				January 29, 2023		January 30, 2022
(Millions)	(Millions)	Cost of products sold				Cost of products sold			(Millions)	Cost of products sold			Interest expense		Cost of products sold		Interest expense
Consolidated Statements of Earnings:	Consolidated Statements of Earnings:	$	1,741			$	1,514		Consolidated Statements of Earnings:	$	1,726		$	45	$	1,540	$	46

Loss (gain) on cash-flow hedges:	Loss (gain) on cash-flow hedges:								Loss (gain) on cash-flow hedges:
Amount of loss (gain) reclassified from OCI to earnings	Amount of loss (gain) reclassified from OCI to earnings	$	(4)			$	—		Amount of loss (gain) reclassified from OCI to earnings	$	(3)		$	1	$	(1)	$	1

				Six Months Ended
					January 29, 2023			January 30, 2022
(Millions)									(Millions)	Cost of products sold			Interest expense		Cost of products sold		Interest expense
Consolidated Statements of Earnings:									Consolidated Statements of Earnings:	$	3,467		$	92	$	3,054	$	93

Loss (gain) on cash-flow hedges:									Loss (gain) on cash-flow hedges:
Amount of loss (gain) reclassified from OCI to earnings									Amount of loss (gain) reclassified from OCI to earnings	$	(7)		$	1	$	(1)	$	1

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

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


		Location of Loss (Gain) Recognized in Earnings		Three Months Ended								Location of Loss (Gain) Recognized in Earnings			Three Months Ended							Six Months Ended
(Millions)	(Millions)		October 30, 2022			October 31, 2021								Location of Loss (Gain) Recognized in Earnings			January 29, 2023				January 30, 2022				January 29, 2023				January 30, 2022
Foreign exchange forward contracts	Foreign exchange forward contracts		Cost of products sold			$	(1)			$	—				Foreign exchange forward contracts					$	—			$	—			$	(1)			$	—

Commodity contracts	Commodity contracts	Cost of products sold		(12)				(9)					Commodity contracts			Cost of products sold			1				(10)				(11)				(19)

Deferred compensation contracts	Deferred compensation contracts	Administrative expenses		2				(1)					Deferred compensation contracts		Administrative expenses			(3)				1				(1)				—

Total loss (gain)	Total loss (gain)			$	(11)			$	(10)				Total loss (gain)					$	(2)			$	(9)			$	(13)			$	(19)

~~11.~~12. Fair Value Measurements

We categorize financial assets and liabilities based on the following fair value hierarchy:

•Level 1: Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.

•Level 2: Inputs other than quoted prices included in Level 1 that are observable for the asset or liability through corroboration with observable market data.

•Level 3: Unobservable inputs, which are valued based on our estimates of assumptions that market participants would use in pricing the asset or liability.

Fair value is defined as the exit price, or the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants as of the measurement date. When available, we use unadjusted quoted market prices to measure the fair value and classify such items as Level 1. If quoted market prices are not available, we base fair value upon internally developed models that use current market-based or independently sourced market parameters such as interest rates and currency rates. Included in the fair value of derivative instruments is an adjustment for credit and nonperformance risk.

Assets and Liabilities Measured at Fair Value on a Recurring Basis

The following tables present our financial assets and liabilities that are measured at fair value on a recurring basis as of ~~October 30, 2022,~~January 29, 2023, and July 31, 2022, consistent with the fair value hierarchy:


		Fair Value as of October 30, 2022		Fair Value Measurements at October 30, 2022 Using Fair Value Hierarchy						Fair Value as of July 31, 2022		Fair Value Measurements at July 31, 2022 Using Fair Value Hierarchy							Fair Value as of January 29, 2023		Fair Value Measurements at January 29, 2023 Using Fair Value Hierarchy						Fair Value as of July 31, 2022		Fair Value Measurements at July 31, 2022 Using Fair Value Hierarchy
(Millions)	(Millions)			Level 1		Level 2		Level 3				Level 1		Level 2		Level 3		(Millions)			Level 1		Level 2		Level 3				Level 1		Level 2		Level 3
Assets	Assets																	Assets

Foreign exchange forward contracts(1)	Foreign exchange forward contracts(1)	$	7	$	—	$	7	$	—	$	2	$	—	$	2	$	—	Foreign exchange forward contracts(1)	$	3	$	—	$	3	$	—	$	2	$	—	$	2	$	—
Commodity derivative contracts(2)	Commodity derivative contracts(2)	13		2		9		2		23		—		19		4		Commodity derivative contracts(2)	9		2		2		5		23		—		19		4

Deferred compensation derivative contracts(3)	Deferred compensation derivative contracts(3)	2		—		2		—		—		—		—		—		Deferred compensation derivative contracts(3)	5		—		5		—		—		—		—		—
Deferred compensation investments(4)	Deferred compensation investments(4)	1		1		—		—		2		2		—		—		Deferred compensation investments(4)	1		1		—		—		2		2		—		—
Total assets at fair value	Total assets at fair value	$	23	$	3	$	18	$	2	$	27	$	2	$	21	$	4	Total assets at fair value	$	18	$	3	$	10	$	5	$	27	$	2	$	21	$	4


		Fair Value as of October 30, 2022		Fair Value Measurements at October 30, 2022 Using Fair Value Hierarchy						Fair Value as of July 31, 2022			Fair Value Measurements at July 31, 2022 Using Fair Value Hierarchy									Fair Value as of January 29, 2023			Fair Value Measurements at January 29, 2023 Using Fair Value Hierarchy								Fair Value as of July 31, 2022			Fair Value Measurements at July 31, 2022 Using Fair Value Hierarchy
(Millions)	(Millions)			Level 1		Level 2		Level 3				Level 1			Level 2			Level 3	(Millions)					Level 1			Level 2			Level 3					Level 1			Level 2			Level 3
Liabilities	Liabilities																						Liabilities

Foreign exchange forward contracts(1)																					Foreign exchange forward contracts(1)	$	1		$	—		$	1		$	—	$	—		$	—		$	—		$	—
Commodity derivative contracts(2)	Commodity derivative contracts(2)	$	19	$	5	$	14	$	—	$	30		$	6		$	24		$	—	Commodity derivative contracts(2)	18			10			8			—		30			6			24			—

Deferred compensation derivative contracts(3)	Deferred compensation derivative contracts(3)	—		—		—		—		4			—			4			—		Deferred compensation derivative contracts(3)	—			—			—			—		4			—			4			—
Deferred compensation obligation(4)	Deferred compensation obligation(4)	99		99		—		—		96			96			—			—		Deferred compensation obligation(4)	104			104			—			—		96			96			—			—
Total liabilities at fair value	Total liabilities at fair value	$	118	$	104	$	14	$	—	$	130		$	102		$	28		$	—	Total liabilities at fair value	$	123		$	114		$	9		$	—	$	130		$	102		$	28		$	—

___________________________________

(1)Based on observable market transactions of spot currency rates and forward rates.

(2)Level 1 and 2 are based on quoted futures exchanges and on observable prices of futures and options transactions in the marketplace. Level 3 is based on unobservable inputs in which there is little or no market data, which requires management’s own assumptions within an internally developed model.

(3)Based on index swap rates.

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

1719

The following table summarizes the changes in fair value of Level 3 assets and liabilities for the ~~three-month~~six-month periods ended ~~October~~January 29, 2023, and January 30, ~~2022, and October 31, 2021:~~2022:


		Three Months Ended					Six Months Ended
(Millions)	(Millions)	October 30, 2022		October 31, 2021		(Millions)	January 29, 2023		January 30, 2022
Fair value at beginning of year	Fair value at beginning of year	$	4	$	1	Fair value at beginning of year	$	4	$	1
Gains (losses)	Gains (losses)	(1)		3		Gains (losses)	5		20

Settlements	Settlements	(1)		(3)		Settlements	(4)		(6)
Fair value at end of quarter	Fair value at end of quarter	$	2	$	1	Fair value at end of quarter	$	5	$	15

Fair Value of Financial Instruments

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

There were ~~$22~~$26 million of cash equivalents at ~~October 30, 2022,~~January 29, 2023, and $27 million at July 31, 2022. Cash equivalents represent fair value as these highly liquid investments have an original maturity of three months or less. Fair value of cash equivalents is based on Level 2 inputs.

The fair value of short- and long-term debt was ~~$4.352~~$4.29 billion at ~~October 30, 2022,~~January 29, 2023, and $4.637 billion at July 31, 2022. The carrying value was ~~$4.852~~$4.57 billion at ~~October 30, 2022,~~January 29, 2023, and $4.81 billion at July 31, 2022. The fair value of long-term debt is principally estimated using Level 2 inputs based on quoted market prices or pricing models using current market rates.

~~12.~~13. Share Repurchases

In September 2021, the Board approved a strategic share repurchase program of up to $500 million (September 2021 program). The September 2021 program has no expiration date, but it may be suspended or discontinued at any time. Repurchases under the September 2021 program may be made in open-market or privately negotiated transactions.

During the ~~three-month~~six-month period ended ~~October 30, 2022,~~January 29, 2023, we repurchased ~~859 thousand~~1.298 million shares at a cost of ~~$41~~$66 million pursuant to our June 2021 program. As of ~~October 30, 2022,~~January 29, 2023, approximately ~~$131~~$106 million remained available under the June 2021 program and approximately $375 million remained available under the September 2021 program. During the ~~three-month~~six-month period ended ~~October 31, 2021,~~January 30, 2022, we repurchased approximately 1.5 million shares at a cost of ~~$63~~$65 million.

~~13.~~14. Stock-based Compensation

We provide compensation benefits by issuing stock options, unrestricted stock and restricted stock units (including time-lapse restricted stock units, EPS performance restricted stock units, total shareholder return (TSR) performance restricted stock units and free cash flow (FCF) performance restricted stock units). In 2023, we issued time-lapse restricted stock units, unrestricted stock, TSR performance restricted stock units and EPS performance restricted stock units. We last issued stock options and FCF performance restricted stock units in 2019.

In determining stock-based compensation expense, we estimate forfeitures expected to occur. Total pre-tax stock-based compensation expense and tax-related benefits recognized in the Consolidated Statements of Earnings were as follows:


		Three Months Ended				Three Months Ended				Six Months Ended
(Millions)	(Millions)	October 30, 2022		October 31, 2021			(Millions)	January 29, 2023		January 30, 2022		January 29, 2023		January 30, 2022
Total pre-tax stock-based compensation expense	Total pre-tax stock-based compensation expense	$	15	$	14		Total pre-tax stock-based compensation expense	$	16	$	17	$	31	$	31
Tax-related benefits	Tax-related benefits	$	3	$	2		Tax-related benefits	$	3	$	3	$	6	$	5

1820

The following table summarizes stock option activity as of ~~October 30, 2022:~~January 29, 2023:


		Options	Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Life	Aggregate Intrinsic Value			Options	Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Life	Aggregate Intrinsic Value
		(Options in thousands)			(In years)	(Millions)			(Options in thousands)			(In years)	(Millions)
Outstanding at July 31, 2022	Outstanding at July 31, 2022	1,297	$	46.04				Outstanding at July 31, 2022	1,297	$	46.04
Granted	Granted	—	$	—				Granted	—	$	—
Exercised	Exercised	(43)	$	41.01				Exercised	(464)	$	48.33
Terminated	Terminated	—	$	—				Terminated	—	$	—
Outstanding at October 30, 2022		1,254	$	46.22	4.6	$	9
Exercisable at October 30, 2022		1,254	$	46.22	4.6	$	9
Outstanding at January 29, 2023								Outstanding at January 29, 2023	833	$	44.77	4.7	$	6
Exercisable at January 29, 2023								Exercisable at January 29, 2023	833	$	44.77	4.7	$	6

The total intrinsic value of options exercised during the ~~three-month periods~~six-month period ended ~~October~~January 29, 2023 was $3 million. The total intrinsic value of options exercised during the six-month period ended January 30, 2022 ~~and October 31, 2021~~ was not material. We measured the fair value of stock options using the Black-Scholes option pricing model.

We expensed stock options on a straight-line basis over the vesting period, except for awards issued to retirement eligible participants, which we expensed on an accelerated basis. As of January 2022, compensation related to stock options was fully expensed.

The following table summarizes time-lapse restricted stock units and EPS performance restricted stock units as of ~~October 30, 2022:~~January 29, 2023:


		Units	Weighted-Average Grant-Date Fair Value			Units	Weighted-Average Grant-Date Fair Value
		(Restricted stock units in thousands)				(Restricted stock units in thousands)
Nonvested at July 31, 2022	Nonvested at July 31, 2022	1,946	$	43.88	Nonvested at July 31, 2022	1,946	$	43.88
Granted	Granted	1,111	$	47.12	Granted	1,148	$	47.36
Vested	Vested	(715)	$	45.29	Vested	(735)	$	45.23
Forfeited	Forfeited	(17)	$	43.96	Forfeited	(100)	$	44.86
Nonvested at October 30, 2022		2,325	$	44.99
Nonvested at January 29, 2023					Nonvested at January 29, 2023	2,259	$	45.16

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-lapse restricted stock units on a straight-line basis over the vesting period, except for awards issued to retirement-eligible participants, which we expense on an accelerated basis.

In 2023 and 2022, we granted EPS performance restricted stock units that will be earned upon the achievement of our adjusted EPS compound annual growth rate goal, measured over a ~~three-year~~three-year period. The actual number of EPS performance restricted stock units issued at the vesting date could range from 0% to 200% of the initial grant depending on actual performance achieved. The fair value of EPS performance restricted stock units is based upon the quoted price 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 awards issued to retirement-eligible participants, which we expense on an accelerated basis. We estimate expense based on the number of awards expected to vest. There were ~~590~~564 thousand EPS performance target grants outstanding at ~~October 30, 2022,~~January 29, 2023, with a weighted-average grant-date fair value of ~~$44.32.~~$44.33.

In 2019, we issued approximately 388 thousand FCF performance restricted stock units for which vesting was contingent upon achievement of free cash flow (defined as Net cash provided by operating activities less capital expenditures and certain investing and financing activities) compared to annual operating plan objectives over a three-year period. An annual objective was established each fiscal year for three consecutive years. Performance against these objectives was averaged at the end of the three-year period to determine the number of underlying units that would vest at the end of the three years. The actual number of FCF performance restricted stock units issued at the vesting date could have ranged from 0% to 200% of the initial grant depending on actual performance achieved. The fair value of FCF performance restricted stock units was based upon the quoted price of our stock at the date of grant. We expensed FCF performance restricted stock units over the requisite service period of each objective. We estimated expense based on the number of awards expected to vest. In the first quarter of 2022, recipients of FCF performance restricted stock units earned 167% of the initial grants based upon the average of actual performance achieved during a three-year period ended August 1, 2021. As a result, approximately 158 thousand additional shares were awarded. As of October 31, 2021, there were no FCF performance target grants outstanding.

1921

As of ~~October 30, 2022,~~January 29, 2023, total remaining unearned compensation related to nonvested time-lapse restricted stock units and EPS performance restricted stock units was ~~$72~~$60 million, which will be amortized over the weighted-average remaining service period of ~~2.0~~1.9 years. The fair value of restricted stock units vested during the ~~three-month~~six-month periods ended ~~October~~January 29, 2023, and January 30, 2022, ~~and October 31, 2021,~~ was ~~$34~~$35 million and ~~$48~~$49 million, respectively. The weighted-average grant-date fair value of the restricted stock units granted during the ~~three-month~~six-month period ended ~~October 31, 2021~~January 30, 2022 was ~~$41.82.~~$41.79.

The following table summarizes TSR performance restricted stock units as of ~~October 30, 2022:~~January 29, 2023:


		Units	Weighted-Average Grant-Date Fair Value			Units	Weighted-Average Grant-Date Fair Value
		(Restricted stock units in thousands)				(Restricted stock units in thousands)
Nonvested at July 31, 2022	Nonvested at July 31, 2022	1,153	$	55.63	Nonvested at July 31, 2022	1,153	$	55.63
Granted	Granted	296	$	53.74	Granted	296	$	53.74
Vested	Vested	(443)	$	63.06	Vested	(443)	$	63.06
Forfeited	Forfeited	(7)	$	51.16	Forfeited	(52)	$	51.69
Nonvested at October 30, 2022		999	$	51.81
Nonvested at January 29, 2023					Nonvested at January 29, 2023	954	$	51.81

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

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


		2023	2022		2023	2022
Risk-free interest rate	Risk-free interest rate	4.29%	0.45%	Risk-free interest rate	4.29%	0.46%
Expected dividend yield	Expected dividend yield	3.09%	3.50%	Expected dividend yield	3.09%	3.50%
Expected volatility	Expected volatility	26.40%	27.43%	Expected volatility	26.40%	27.42%
Expected term	Expected term	3 years	3 years	Expected term	3 years	3 years

We recognize compensation expense on a straight-line basis over the service period, except for awards issued to retirement eligible participants, which we expense on an accelerated basis. As of ~~October 30, 2022,~~January 29, 2023, total remaining unearned compensation related to TSR performance restricted stock units was ~~$25~~$20 million, which will be amortized over the weighted-average remaining service period of ~~2.0~~1.8 years. In the first quarter of 2023, recipients of TSR performance restricted stock units earned 100% of the initial grants based upon our TSR ranking in a performance peer group during a three-year period ended July 29, 2022. In the first quarter of 2022, recipients of TSR performance restricted stock units earned 75% of the initial grants based upon our TSR ranking in a performance peer group during a three-year period ended July 30, 2021. The fair value of TSR performance restricted stock units vested during the ~~three-month~~six-month periods ended ~~October~~January 29, 2023, and January 30, 2022, ~~and October 31, 2021,~~ was $21 million and $8 million, respectively. The weighted-average grant-date fair value of the TSR performance restricted stock units granted during ~~three-month~~the six-month period ended ~~October 31, 2021,~~January 30, 2022, was ~~$45.65.~~$45.54.

The tax benefits on the exercise of stock options in the ~~three-month periods~~six-month period ended ~~October~~January 29, 2023 were $1 million. The tax benefits on the exercise of stock options in the six-month period ended January 30, 2022 ~~and October 31, 2021~~ were not material. Cash received from the exercise of stock options was $2$22 million and $1 million for the ~~three-month~~six-month periods ended ~~October~~January 29, 2023, and January 30, 2022, ~~and October 31, 2021,~~ respectively, and is reflected in cash flows from financing activities in the Consolidated Statements of Cash Flows.

~~14.~~15. Commitments and Contingencies

Regulatory and Litigation Matters

We are involved in various pending or threatened legal or regulatory proceedings, including purported class actions, arising from the conduct of business both in the ordinary course and otherwise. Modern pleading practice in the U.S. permits considerable variation in the assertion of monetary damages or other relief. Jurisdictions may permit claimants not to specify the monetary damages sought or may permit claimants to state only that the amount sought is sufficient to invoke the jurisdiction of the trial court. In addition, jurisdictions may permit plaintiffs to allege monetary damages in amounts well exceeding reasonably possible verdicts in the jurisdiction for similar matters. This variability in pleadings, together with our actual experiences in litigating or resolving through settlement numerous claims over an extended period of time, demonstrates to us that the monetary relief which may be specified in a lawsuit or claim bears little relevance to its merits or disposition value.

Due to the unpredictable nature of litigation, the outcome of a litigation matter and the amount or range of potential loss at particular points in time is normally difficult to ascertain. Uncertainties can include how fact finders will evaluate documentary evidence and the credibility and effectiveness of witness testimony, and how trial and appellate courts will apply the law in the context of the pleadings or evidence presented, whether by motion practice, or at trial or on appeal. Disposition valuations are

2022

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

~~On January 7, 2019, three purported shareholder class action lawsuits pending in the United States District Court for the District of New Jersey (the Court) were consolidated under the caption,~~ ~~In re Campbell Soup Company Securities Litigation,~~ Civ. No. 1:18-cv-14385-NLH-JS (the Action). Oklahoma Firefighters Pension and Retirement System was appointed lead plaintiff in the Action and, on March 1, 2019, filed an amended consolidated complaint. The company, Denise Morrison (the company's former President and Chief Executive Officer), and Anthony DiSilvestro (the company's former Senior Vice President and Chief Financial Officer) are defendants in the Action. The amended consolidated complaint alleges that, in public statements between July 19, 2017 and May 17, 2018, the defendants made materially false and misleading statements and/or omitted material information about the company's business, operations, customer relationships, and prospects, specifically with regard to the Campbell Fresh segment. The amended consolidated complaint seeks unspecified monetary damages and other relief. On April 30, 2019, the defendants filed a motion to dismiss the amended consolidated complaint, which the Court granted on November 30, 2020, with leave to amend the complaint. On January 15, 2021, the plaintiff filed its second amended consolidated complaint. On March 10, 2021 the defendants filed a motion to dismiss the second amended consolidated complaint. On October 11, 2022, the Court granted the defendants’ motion to dismiss the second amended consolidated complaint with prejudice. The plaintiff did not appeal the Court's order dismissing the second amended consolidated complaint with prejudice, bringing this matter to a conclusion.

We establish liabilities for litigation and regulatory loss contingencies when information related to the loss contingencies shows both that it is probable that a loss has been incurred and the amount of the loss can be reasonably estimated. It is possible that some matters could require us to pay damages or make other expenditures or establish accruals in amounts that could not be reasonably estimated as of ~~October 30, 2022.~~January 29, 2023. While the potential future charges could be material in a particular quarter or annual period, based on information currently known by us, we do not believe any such charges are likely to have a material adverse effect on our consolidated results of operations or financial condition.

Other Contingencies

We have provided certain indemnifications in connection with divestitures, contracts and other transactions. Certain indemnifications have finite expiration dates. Liabilities recognized based on known exposures related to such matters were not material at ~~October 30, 2022.~~January 29, 2023.

~~15.~~16. Supplemental Financial Statement Data


(Millions)	(Millions)	October 30, 2022		July 31, 2022		(Millions)	January 29, 2023		July 31, 2022
Balance Sheets	Balance Sheets					Balance Sheets
Inventories	Inventories					Inventories
Raw materials, containers and supplies	Raw materials, containers and supplies	$	481	$	390	Raw materials, containers and supplies	$	446	$	390
Finished products	Finished products	880		856		Finished products	805		856
		$	1,361	$	1,246		$	1,251	$	1,246


		Three Months Ended					Three Months Ended		Six Months Ended
(Millions)	(Millions)		October 30, 2022		October 31, 2021			(Millions)		January 29, 2023		January 30, 2022		January 29, 2023		January 30, 2022
Statements of Earnings	Statements of Earnings							Statements of Earnings
Other expenses / (income)	Other expenses / (income)							Other expenses / (income)

Amortization of intangible assets	Amortization of intangible assets		$	11	$	11		Amortization of intangible assets		$	10	$	10	$	21	$	21

Net periodic benefit expense (income) other than the service cost	Net periodic benefit expense (income) other than the service cost		7		(13)			Net periodic benefit expense (income) other than the service cost		(11)		(31)		(4)		(44)

Other	Other		—		1			Other		1		2		1		3
			$	18	$	(1)				$	—	$	(19)	$	18	$	(20)

2123

~~16. Subsequent Event~~

On November 15, 2022, we entered into a delayed draw term loan credit agreement (the DDTL Credit Agreement) totaling up to $500 million scheduled to mature on November 15, 2025. Loans under the DDTL Credit Agreement will bear interest at the rates specified in the DDTL Credit Agreement, which vary based on the type of loan and certain other conditions. The DDTL Credit Agreement contains customary representations and warranties, affirmative and negative covenants, including a financial covenant with respect to a minimum consolidated interest coverage ratio of consolidated adjusted EBITDA to consolidated interest expense (as each is defined in the DDTL Credit Agreement) of not less than 3.25:1.00, and events of default for credit facilities of this type. We anticipate using any of the proceeds of the loans under the DDTL Credit Agreement to refinance our existing $566 million Notes with a maturity date of March 15, 2023.

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

OVERVIEW

This Management's Discussion and Analysis of Financial Condition and Results of Operations is provided as a supplement to, and should be read in conjunction with, the Consolidated Financial Statements and the Notes to the Consolidated Financial Statements in "Part I - Item 1. Financial Statements," and our Form 10-K for the year ended July 31, 2022, including but not limited to "Part I - Item 1A. Risk Factors" and "Part II - Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations."

Executive Summary

Unless otherwise stated, the terms "we," "us," "our" and the "company" refer to Campbell Soup Company and its consolidated subsidiaries.

We are a manufacturer and marketer of high-quality, branded food and beverage products. We operate in a highly competitive industry and experience competition in all of our categories.

Business Trends

We have been actively monitoring the impact of the dynamic macroeconomic environment, including input cost inflation, the conflict between Russia and Ukraine and the COVID-19 pandemic, on all aspects of our business.

We anticipate that 2023 will continue to be a dynamic macroeconomic environment and we expect elevated levels of input cost inflation to persist throughout 2023. We will continue to take actions to mitigate a portion of this inflationary pressure, but we do not expect such benefits will fully offset the incremental costs in 2023.

While we as a North American focused company have no direct exposure to Russia and Ukraine, we have experienced ~~shortages~~volatility in ~~materials and increased~~ costs ~~for transportation, energy and raw materials~~ due, in part, to the negative impact of the Russia-Ukraine conflict on the global economy. To date, the conflict between Russia and Ukraine has not had any material impact on our business, financial condition or results of operations.

There still remains uncertainty around the COVID-19 pandemic. The ultimate impact depends on the severity and duration of the pandemic, including the emergence and spread of new COVID-19 variants and resurgences, the continued availability and effectiveness of vaccines and actions taken by government authorities and other third parties in response to the pandemic. We will continue to evaluate the extent to which the COVID-19 pandemic ~~will impact~~impacts our business, consolidated results of operations and financial condition.

Net periodic pension and postretirement benefit income excluding any actuarial losses or gains is estimated to be approximately ~~$35~~$45 million lower in 2023, subject to the impact of interim remeasurements. The decrease in 2023 is due to increases in discount rates used to determine the benefit obligations and a decline in the market value of plan assets.

Summary of Results

This Summary of Results provides significant highlights from the discussion and analysis that follows.

•Net sales increased ~~15%~~12% in the quarter to ~~$2.575~~$2.485 billion due to favorable inflation-driven ~~pricing and sales allowances,~~net price realization, partially offset by ~~volume~~volume/mix declines.

•Gross profit, as a percent of sales, was ~~32.4%~~30.5% in 2023 compared to ~~32.3%~~30.3% in the prior-year quarter. The increase was primarily due to ~~inflation-driven pricing actions,~~favorable net price realization and supply chain productivity improvements, ~~lower promotional spending and lower restructuring-related costs,~~ partially offset by higher cost inflation and other supply chain costs as well as unfavorable volume/mix.

•Earnings per share were ~~$.99~~$.77 in 2023, compared to ~~$.86~~$.70 a year ago. The current ~~and prior-year~~ quarter included expenses of $.03 per share and the prior-year quarter included gains of $.01 per share from items impacting comparability as discussed below.

Net Earnings attributable to Campbell Soup Company

The following items impacted the comparability of net earnings and net earnings per share:

•We implemented several cost savings initiatives in recent years. In the ~~first~~second quarter of 2023, we recorded Restructuring charges of $9 million and implementation costs and other related costs of $3$5 million in Administrative expenses ~~($.01~~(aggregate impact of $10 million after tax, or $.03 per share) related to these initiatives. Year-to-date in 2023, we recorded Restructuring charges of $9 million and implementation costs and other related costs of $8 million in Administrative expenses (aggregate impact of $13 million after tax, or $.04 per share) related to these initiatives. In the ~~first~~second quarter of 2022, we recorded implementation costs and other related costs of $2$3 million in Administrative expenses and $2 million in Cost of products sold (aggregate impact of $3$4 million after tax, or $.01 per share) related to these initiatives. Year-to-date in 2022, we recorded implementation costs and other related costs of $5 million in Administrative expenses and $4 million in Cost of products sold (aggregate impact of $7 million after tax, or $.02 per share) related to these initiatives. See Note 6 to the Consolidated Financial Statements and "Restructuring Charges and Cost Savings Initiatives" for additional information;

•In the ~~first~~second quarter of 2023, we recognized actuarial gains in Other expenses / (income) of $6 million ($4 million after tax, or $.01 per share). Year-to-date in 2023, we recognized actuarial losses in Other expenses / (income) of ~~$15~~$9 million ($~~11 million after tax, or $.04 per share). In the first quarter of 2022, we recognized actuarial losses in Other expenses / (income) of $6 million ($5~~7 million after tax, or $.02 per share). In the second quarter of 2022, we recognized actuarial gains in Other expenses / (income) of $10 million ($8 million after tax, or $.03 per share). Year-to-date in 2022, we recognized actuarial gains in Other expenses / (income) of $4 million ($3 million after tax, or $.01 per share). The actuarial gains and losses related to interim remeasurements of certain pension plans due to lump sum distributions that exceeded or are expected to exceed service and interest costs resulting in settlement accounting for the plans; and

•In the ~~first~~second quarter of 2023, we recognized ~~gains~~losses in Cost of products sold of $5$4 million ($43 million after tax, or $.01 per share) associated with unrealized mark-to-market adjustments on outstanding undesignated commodity hedges. ~~In the first quarter of~~Year-to-date in 2022, we recognized losses in Cost of products sold of $3 million ($2 million after tax, or $.01 per share) associated with unrealized mark-to-market adjustments on outstanding undesignated commodity hedges.

The items impacting comparability are summarized below:


		Three Months Ended									Three Months Ended
		October 30, 2022				October 31, 2021					January 29, 2023				January 30, 2022
(Millions, except per share amounts)	(Millions, except per share amounts)	Earnings Impact		EPS Impact		Earnings Impact		EPS Impact		(Millions, except per share amounts)	Earnings Impact		EPS Impact		Earnings Impact		EPS Impact

Net earnings attributable to Campbell Soup Company	Net earnings attributable to Campbell Soup Company	$	297	$	.99	$	261	$	.86	Net earnings attributable to Campbell Soup Company	$	232	$	.77	$	212	$	.70

Restructuring charges, implementation costs and other related costs	Restructuring charges, implementation costs and other related costs	$	(3)	$	(.01)	$	(3)	$	(.01)	Restructuring charges, implementation costs and other related costs	$	(10)	$	(.03)	$	(4)	$	(.01)
Pension actuarial losses		(11)		(.04)		(5)		(.02)
Pension actuarial gains										Pension actuarial gains	4		.01		8		.03

Commodity mark-to-market gains (losses)		4		.01		(2)		(.01)
Commodity mark-to-market losses										Commodity mark-to-market losses	(3)		(.01)		—		—

Impact of items on Net earnings(1)	Impact of items on Net earnings(1)	$	(10)	$	(.03)	$	(10)	$	(.03)	Impact of items on Net earnings(1)	$	(9)	$	(.03)	$	4	$	.01

(1)Sum of the individual amounts may not add due to rounding.


	Six Months Ended
	January 29, 2023				January 30, 2022
(Millions, except per share amounts)	Earnings Impact		EPS Impact		Earnings Impact		EPS Impact


Net earnings attributable to Campbell Soup Company	$	529	$	1.76	$	473	$	1.56


Restructuring charges, implementation costs and other related costs	$	(13)	$	(.04)	$	(7)	$	(.02)
Pension actuarial gains (losses)	(7)		(.02)		3		.01

Commodity mark-to-market losses	—		—		(2)		(.01)



Impact of items on Net earnings(1)	$	(20)	$	(.07)	$	(6)	$	(.02)

(1)Sum of the individual amounts may not add due to rounding.

Net earnings attributable to Campbell Soup Company were ~~$297~~$232 million ($~~.99~~.77 per share) in the current quarter, compared to ~~$261~~$212 million ($~~.86~~.70 per share) in the year-ago quarter. After adjusting for items impacting comparability, earnings increased reflecting an improved gross profit, partially offset by higher marketing and selling expenses, higher other expenses, higher administrative expenses and a higher effective tax rate.

Net earnings attributable to Campbell Soup Company were $529 million ($1.76 per share) in the six-month period this year, compared to $473 million ($1.56 per share) in the year-ago period. After adjusting for items impacting comparability, earnings increased reflecting an improved gross profit, partially offset by higher marketing and selling expenses, higher other expenses, a higher effective tax rate and higher ~~other~~administrative expenses. Earnings per share benefited from a reduction in the weighted average diluted shares outstanding.

~~FIRST-QUARTER~~SECOND-QUARTER DISCUSSION AND ANALYSIS

Sales

An analysis of net sales by reportable segment follows:


		Three Months Ended						Three Months Ended
(Millions)	(Millions)	October 30, 2022		October 31, 2021		% Change	(Millions)	January 29, 2023		January 30, 2022		% Change
Meals & Beverages	Meals & Beverages	$	1,455	$	1,266	15	Meals & Beverages	$	1,408	$	1,275	10
Snacks	Snacks	1,120		970		15	Snacks	1,077		934		15

		$	2,575	$	2,236	15		$	2,485	$	2,209	12

An analysis of percent change of net sales by reportable segment follows:


		Meals & Beverages(2)	Snacks	Total		Meals & Beverages	Snacks	Total
Volume and mix	Volume and mix	(1)%	(2)%	(1)%	Volume and mix	(4)%	2%	(2)%
Price and sales allowances		15	18	16
Decreased / (increased) promotional spending(1)		1	(1)	—
Net price realization(1)					Net price realization(1)	15	13	14

Currency	Currency	(1)	—	—	Currency	(1)	—	—

		15%	15%	15%		10%	15%	12%

(1)~~Represents~~Includes revenue reductions from trade promotion and consumer coupon redemption programs.

~~(2)Sum of the individual amounts does not add due to rounding.~~

In Meals & Beverages, sales increased ~~15%~~10% primarily due to increases ~~across~~in U.S. retail products, including U.S. soup, ~~and~~ Prego pasta sauces and Pace Mexican sauces, as well as gains in foodservice. ~~Inflation-driven pricing and sales allowances and lower levels of~~

~~promotional spending were~~Favorable net price realization was partially offset by ~~volume~~modest volume/mix declines. Sales of U.S. soup increased ~~11%~~7% primarily due to increases in ready-to-serve soups and condensed ~~soups and broth.~~soups.

In Snacks, sales increased 15% driven by sales of our power brands, which increased ~~21%~~20%. Sales increased due to increases in cookies and crackers, primarily Goldfish crackers and Pepperidge Farm cookies, and in salty snacks, primarily Snyder’s of Hanover pretzels, Snack Factory pretzel crisps and Kettle Brand ~~and~~ ~~Cape Cod~~potato chips. ~~Inflation-driven pricing~~Sales benefited from favorable net price realization and ~~sales allowances were partly offset by volume declines and increased promotional spending relative to moderated levels~~volume/mix increases lapping significant supply constraints in the prior year.

Gross Profit

Gross profit, defined as Net sales less Cost of products sold, increased by ~~$112~~$90 million in 2023 from 2022. As a percent of sales, gross profit was ~~32.4%~~30.5% in 2023 and ~~32.3%~~30.3% in 2022.

The 1020 basis-point increase in gross profit margin was due to the following factors:


			Margin Impact

~~Price and sales allowances~~Net price realization			~~1,130~~1,020

Productivity improvements			~~230~~280
~~Lower level of promotional spending~~			10
~~Lower restructuring-related costs~~			10
Cost inflation, supply chain costs and other factors(1)			~~(1,220)~~(1,150)
Volume/mix(2)			~~(150)~~(130)


			1020

(1)Includes ~~an estimated positive margin~~a 10 basis-point impact ~~of a 30 basis-point benefit~~ from the change in unrealized mark-to-market adjustments on outstanding undesignated commodity ~~hedge and 10 basis points from the benefit of cost savings initiatives, which were more than offset by cost inflation and other factors.~~hedges.

(2)Includes the impact of operating leverage.

Marketing and Selling Expenses

Marketing and selling expenses as a percent of sales were ~~7.8%~~8.7% in 2023 compared to ~~7.6%~~8.9% in 2022. Marketing and selling expenses increased ~~18%~~10% in 2023 from 2022. The increase was primarily due to higher advertising and consumer promotion expense (approximately 138 points) and higher selling expenses (approximately 95 points), partially offset by increased benefits from cost savings initiatives (approximately 24 points). The increase in advertising and consumer promotion expense was due in part to moderated levels in the prior year from supply constraints.

Administrative Expenses

Administrative expenses as a percent of sales were ~~6.1%~~6.5% in 2023 compared to ~~7.0%~~6.7% in 2022. Administrative expenses increased 1%10% in 2023 from 2022. The increase was primarily due to higher general administrative costs and inflation (approximately 96 points), higher benefit-related costs (approximately 3 points) and higher incentive compensation (approximately 3 points), partially offset by lower expenses related to the settlement of certain legal claims (approximately 83 points).

Other Expenses / (Income)

Other expenses / (income) were ~~$18~~$0 million in 2023 compared to other income of $1$19 million in 2022. Other expenses / (income) in 2023 included pension actuarial ~~losses~~gains of ~~$15~~$6 million. Other income in 2022 included pension actuarial ~~losses~~gains of $6$10 million. Excluding these amounts, the remaining change was primarily due to lower net periodic pension and postretirement benefit income in the current year.

Operating Earnings

Segment operating earnings increased 19% in 2023 from 2022.

An analysis of operating earnings by segment follows:


	Three Months Ended
(Millions)	January 29, 2023		January 30, 2022		% Change
Meals & Beverages	$	249	$	213	17
Snacks	150		121		24
	399		334		19
Corporate income (expense)	(40)		(11)
Restructuring charges(1)	(9)		—
Earnings before interest and taxes	$	350	$	323

(1)See Note 6 to the Consolidated Financial Statements for additional information on restructuring charges.

Operating earnings from Meals & Beverages increased 17%. The increase was primarily due to higher gross profit, partially offset by higher marketing and selling expenses. Gross profit margin increased slightly due to favorable net price realization and supply chain productivity improvements, partially offset by higher cost inflation and other supply chain costs as well as unfavorable volume/mix.

Operating earnings from Snacks increased 24%. The increase was primarily due to higher gross profit, partially offset by higher marketing and selling expenses. Gross profit margin increased due to favorable net price realization and supply chain productivity improvements, partially offset by higher cost inflation and other supply chain costs.

Corporate expense in 2023 included costs of $5 million related to costs savings initiatives, unrealized mark-to-market losses on outstanding undesignated commodity hedges of $4 million and pension actuarial gains of $6 million. Corporate expense in 2022 included costs of $5 million related to cost savings initiatives and pension actuarial gains of $10 million. Excluding these amounts, the remaining increase was primarily due to lower net periodic pension and postretirement benefit income in the current year and higher administrative expenses.

Interest Expense

Interest expense of $45 million in 2023 was comparable to 2022.

Taxes on Earnings

The effective tax rate was 23.9% in 2023 and 23.5% in 2022. The increase in the effective tax rate was primarily due to the impact of state tax law changes in 2022.

SIX-MONTH DISCUSSION AND ANALYSIS

Sales

An analysis of net sales by reportable segment follows:


	Six Months Ended
(Millions)	January 29, 2023		January 30, 2022		% Change
Meals & Beverages	$	2,863	$	2,541	13
Snacks	2,197		1,904		15

	$	5,060	$	4,445	14

An analysis of percent change of net sales by reportable segment follows:


	Meals & Beverages	Snacks	Total(2)
Volume and mix	(2)%	—%	(1)%
Net price realization(1)	16	15	16


Currency	(1)	—	—




	13%	15%	14%

(1)Includes revenue reductions from trade promotion and consumer coupon redemption programs.

(2)Sum of the individual amounts does not add due to rounding.

In Meals & Beverages, sales increased 13% primarily due to increases in U.S. retail products, including U.S. soup and Prego pasta sauces, as well as gains in foodservice. Favorable net price realization was partially offset by volume/mix declines. Sales of U.S. soup increased 9% primarily due to increases in ready-to-serve soups and condensed soups.

In Snacks, sales increased 15% driven by sales of our power brands, which increased 21%. Sales increased due to increases in cookies and crackers, primarily Goldfish crackers and Pepperidge Farm cookies, and in salty snacks, primarily Snyder’s of Hanover pretzels and Kettle Brand and Cape Cod potato chips. Sales benefited from favorable net price realization.

Gross Profit

Gross profit, defined as Net sales less Cost of products sold, increased by $202 million in 2023 from 2022. As a percent of sales, gross profit was 31.5% in 2023 and 31.3% in 2022.

The 20 basis-point increase in gross profit margin was due to the following factors:


			Margin Impact

Net price realization			1,090
Productivity improvements			250
Lower restructuring-related costs			10
Cost inflation, supply chain costs and other factors(1)			(1,180)
Volume/mix(2)			(150)



			20

(1)Includes an estimated positive margin impact of 10 basis points from the benefit of cost savings initiatives and a 10 basis-point benefit from the change in unrealized mark-to-market adjustments on outstanding undesignated commodity hedges, which was more than offset by cost inflation and other factors.

(2)Includes the impact of operating leverage.

Marketing and Selling Expenses

Marketing and selling expenses as a percent of sales were 8.3% in 2023 and 2022. Marketing and selling expenses increased 14% in 2023 from 2022. The increase was primarily due to higher advertising and consumer promotion expense (approximately 11 points) and higher selling expenses (approximately 7 points), partially offset by increased benefits from cost savings initiatives (approximately 3 points). The increase in advertising and consumer promotion expense was due in part to moderated levels in the prior year from supply constraints.

Administrative Expenses

Administrative expenses as a percent of sales were 6.3% in 2023 compared to 6.8% in 2022. Administrative expenses increased 6% in 2023 from 2022. The increase was primarily due to higher general administrative costs and inflation (approximately 8 points) and higher incentive compensation (approximately 3 points), partially offset by lower expenses related to the settlement of certain legal claims (approximately 6 points).

Other Expenses / (Income)

Other expenses were $18 million in 2023 compared to other income of $20 million in 2022. Other expenses in 2023 included pension actuarial losses of $9 million. Other income in 2022 included pension actuarial gains of $4 million. Excluding these amounts, the remaining change was primarily due to lower net periodic pension and postretirement benefit income in the current year.

Operating Earnings

Segment operating earnings increased 19% in 2023 from 2022.

An analysis of operating earnings by segment follows:


		Three Months Ended						Six Months Ended
(Millions)	(Millions)	October 30, 2022		October 31, 2021		% Change	(Millions)	January 29, 2023		January 30, 2022		% Change
Meals & Beverages	Meals & Beverages	$	331	$	280	18	Meals & Beverages	$	580	$	493	18
Snacks	Snacks	153		128		20	Snacks	303		249		22
		484		408		19		883		742		19
Corporate income (expense)	Corporate income (expense)	(48)		(32)			Corporate income (expense)	(88)		(43)
Restructuring charges(1)	Restructuring charges(1)	—		—			Restructuring charges(1)	(9)		—
Earnings before interest and taxes	Earnings before interest and taxes	$	436	$	376		Earnings before interest and taxes	$	786	$	699

(1)See Note 6 to the Consolidated Financial Statements for additional information on restructuring charges.

Operating earnings from Meals & Beverages increased 18%. The increase was primarily due to higher gross profit, partially offset by higher marketing and selling expenses. Gross profit margin increased due to ~~the impact of inflation-driven pricing actions,~~favorable net price realization and supply chain productivity improvements, ~~and lower levels of promotional spending,~~ partially offset by higher cost inflation and other supply chain costs as well as unfavorable volume/mix.

Operating earnings from Snacks increased ~~20%~~22%. The increase was primarily due to higher gross profit, ~~and lower administrative expenses,~~ partially offset by higher marketing and selling expenses. Gross profit margin declined due to higher cost inflation and other supply chain costs as well as unfavorable volume/mix, ~~and higher levels of promotional spending,~~ partially offset by ~~the impact of inflation-driven pricing actions~~favorable net price realization and supply chain productivity improvements.

Corporate expense in 2023 included pension actuarial losses of ~~$15~~$9 million and costs of $3$8 million related to costs savings ~~initiatives and unrealized mark-to-market gains on outstanding undesignated commodity hedges of $5 million.~~initiatives. Corporate expense in 2022 included ~~pension actuarial losses of $6 million,~~ costs of $4$9 million related to cost savings initiatives, ~~and~~ unrealized mark-to-market losses on outstanding undesignated commodity hedges of $3 million and pension actuarial gains of $4 million. Excluding these amounts, the remaining increase was primarily due to lower net periodic pension and postretirement benefit income in the current ~~year.~~year and higher administrative expenses.

Interest Expense

Interest expense of ~~$47~~$92 million in 2023 iswas comparable to 2022.

Taxes on Earnings

The effective tax rate was ~~23.8%~~23.9% in 2023 and ~~20.7%~~21.9% in 2022. The increase in the effective tax rate was primarily due to the benefit from the favorable resolution of several tax matters and state tax law changes in 2022.

Restructuring Charges and Cost Savings Initiatives

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

Continuing Operations

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

Over the years, we expanded these initiatives by continuing to optimize our supply chain and manufacturing networks, as well as our information technology infrastructure.

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


		Three Months Ended					Three Months Ended						Six Months Ended
(Millions, except per share amounts)	(Millions, except per share amounts)		October 30, 2022		October 31, 2021			Recognized as of October 30, 2022		(Millions, except per share amounts)	January 29, 2023		January 30, 2022		January 29, 2023		January 30, 2022		Recognized as of January 29, 2023
Restructuring charges	Restructuring charges		$	—	$	—		$	264	Restructuring charges	$	9	$	—	$	9	$	—	$	273
Administrative expenses	Administrative expenses		3		2			362		Administrative expenses	5		3		8		5		367
Cost of products sold	Cost of products sold		—		2			84		Cost of products sold	—		2		—		4		84
Marketing and selling expenses	Marketing and selling expenses		—		—			14		Marketing and selling expenses	—		—		—		—		14
Research and development expenses	Research and development expenses		—		—			4		Research and development expenses	—		—		—		—		4
Total pre-tax charges	Total pre-tax charges		$	3	$	4		$	728	Total pre-tax charges	$	14	$	5	$	17	$	9	$	742

Aggregate after-tax impact	Aggregate after-tax impact		$	3	$	3				Aggregate after-tax impact	$	10	$	4	$	13	$	7
Per share impact	Per share impact		$	.01	$	.01				Per share impact	$	.03	$	.01	$	.04	$	.02

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


(Millions)	Recognized as of ~~October 30, 2022~~January 29, 2023
Severance pay and benefits	$	~~227~~236
Asset impairment/accelerated depreciation	82
Implementation costs and other related costs	~~419~~424
Total	$	~~728~~742

We expect the costs for actions that have been identified to date to consist of the following: approximately ~~$230~~$245 million to $250 million in severance pay and benefits; approximately ~~$85~~$130 million in asset impairment and accelerated depreciation; and approximately ~~$420~~$485 million to ~~$425~~$500 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 ~~30%~~33%; Snacks - approximately ~~44%~~43%; and Corporate - approximately ~~26%~~24%.

We expect to fund the costs through cash flows from operations and short-term borrowings.

We expect the initiatives, once all phases are implemented, to generate annual ongoing savings of approximately $1 billion by the end of 2025. As of ~~October 30, 2022,~~January 29, 2023, we have generated total program-to-date pre-tax savings of ~~$860~~$870 million.

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		October 30, 2022					January 29, 2023
(Millions)	(Millions)	Three Months Ended		Costs Incurred to Date		(Millions)	Three Months Ended		Six Months Ended		Costs Incurred to Date
Meals & Beverages	Meals & Beverages	$	—	$	225	Meals & Beverages	$	—	$	—	$	225
Snacks	Snacks	—		321		Snacks	10		10		331
Corporate	Corporate	3		182		Corporate	4		7		186
Total	Total	$	3	$	728	Total	$	14	$	17	$	742

LIQUIDITY AND CAPITAL RESOURCES

We expect foreseeable liquidity and capital resource requirements to be met through anticipated cash flows from operations; long-term borrowings; short-term borrowings, which may include commercial paper; credit facilities; and cash and cash equivalents. We believe that our sources of financing will be adequate to meet our future requirements.

We generated cash flows from operations of ~~$227~~$732 million in 2023, compared to ~~$288~~$766 million in 2022. The decline in 2023 was primarily due to changes in working capital, partially offset by higher cash earnings.

Current assets are less than current liabilities as a result of our level of current maturities of long-term debt and short-term borrowings and our focus to lower core working capital requirements. We had negative working capital of ~~$729~~$612 million as of ~~October 30, 2022,~~January 29, 2023, and $923 million as of July 31, 2022. Total debt maturing within one year was ~~$858~~$578 million as of ~~October 30, 2022,~~January 29, 2023, and $814 million as of July 31, 2022.

Capital expenditures were ~~$77~~$155 million in 2023 and ~~$69~~$129 million in 2022. Capital expenditures are expected to total approximately $325 million in 2023. Capital expenditures in the first ~~three~~six months of 2023 included chip and cracker capacity expansion for our Snacks business and a new manufacturing line for our Meals & Beverages business.

In Snacks, we have a direct-store-delivery distribution model that uses independent contractor distributors. In order to maintain and expand this model, we routinely purchase and sell routes. The purchase and sale proceeds of the routes are reflected in investing activities.

Dividend payments were ~~$115~~$226 million in 2023 and ~~$116~~$228 million in 2022. The regular quarterly dividend paid on our capital stock was $.37 per share in both the ~~first~~second quarter of 2023 and ~~2022. On September 21, 2022, the Board of Directors declared a regular quarterly dividend of $.37 per share payable on October 31, 2022 to shareholders of record at the close of business on October 6,~~ 2022. On November 30, 2022, the Board of Directors declared a regular quarterly dividend of $.37 per share payable on January 30, 2023 to shareholders of record at the close of business on January 5, 2023. On March 1, 2023, the Board of Directors declared a regular quarterly dividend of $.37 per share payable on May 1, 2023 to shareholders of record at the close of business on April 6, 2023.

In June 2021, the Board authorized an anti-dilutive share repurchase program of up to $250 million (June 2021 program) to offset the impact of dilution from shares issued under our stock compensation programs. The June 2021 program has no expiration date, but it may be suspended or discontinued at any time. Repurchases under the anti-dilutive program may be made in open-market or privately negotiated transactions. In September 2021, the Board approved a strategic share repurchase program of up to $500 million (September 2021 program). The September 2021 program has no expiration date, but it may be suspended or discontinued at any time. Repurchases under the September 2021 program may be made in open-market or privately negotiated transactions. We repurchased ~~859 thousand~~1.298 million shares at a cost of ~~$41~~$66 million in 2023 pursuant to our June 2021 program. As of ~~October 30, 2022,~~January 29, 2023, approximately ~~$131~~$106 million remained available under the June 2021 program and approximately $375 million remained available under the September 2021 program. We repurchased approximately 1.5 million shares at a cost of $65 million in 2022. See Note 1213 to the Consolidated Financial Statements and “Unregistered Sales of Equity Securities and Use of Proceeds” for additional information.

As of ~~October 30, 2022,~~January 29, 2023, we had ~~$858~~$578 million of short-term borrowings due within one year, ~~$280 million~~none of which was comprised of commercial paper borrowings. As of ~~October 30, 2022,~~January 29, 2023, we issued ~~$30~~$29 million of standby letters of credit. On September 27, 2021, we entered into a committed revolving credit facility totaling $1.85 billion scheduled to mature on September 27, 2026. The facility remained unused at ~~October 30, 2022,~~January 29, 2023, except for $1 million of standby letters of credit that we issued under it. The facility contains customary covenants, including a financial covenant with respect to a minimum consolidated interest coverage ratio of consolidated adjusted EBITDA to consolidated interest expense (as each is defined in the credit facility) of not less than 3.25:1.00, measured quarterly, and customary events of default for credit facilities of this type. Loans under this facility will bear interest at the rates specified in the facility, which vary based on the type of loan and certain other customary conditions. The facility supports our commercial paper program and other general corporate purposes. We expect to continue to access the commercial paper markets, bank credit lines and utilize cash flows from operations to support our short-term liquidity requirements.

the rates specified in the DDTL Credit Agreement, which vary based on the type of loan and certain other conditions. The DDTL Credit Agreement contains customary representations and warranties, affirmative and negative covenants, including a financial covenant with respect to a minimum consolidated interest coverage ratio of consolidated adjusted EBITDA to consolidated interest expense (as each is defined in the DDTL Credit Agreement) of not less than 3.25:1.00, and events of default for credit facilities of this type. We anticipate using ~~any~~$500 million of the proceeds of the loans under the DDTL Credit Agreement to refinance our existing $566 million Notes with a maturity date of March 15, 2023.

We are in compliance with the covenants contained in our credit facilities and debt securities.

In September 2020, we filed a registration statement with the Securities and Exchange Commission that registered an indeterminate amount of debt securities. Under the registration statement, we may issue debt securities from time to time, depending on market conditions.

SIGNIFICANT ACCOUNTING ESTIMATES

We prepare our consolidated financial statements in conformity with accounting principles generally accepted in the United States. The preparation of these financial statements requires the use of estimates, judgments and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the periods presented. Actual results could differ from those estimates and assumptions. Our significant accounting policies are described in Note 1 to the Consolidated Financial Statements in the Annual Report on Form 10-K for the year ended July 31, 2022 (2022 Annual Report on Form 10-K). The accounting policies we used in preparing these financial statements are substantially consistent with those we applied in our 2022 Annual Report on Form 10-K. Our significant accounting estimates are described in Management’s Discussion and Analysis included in the 2022 Annual Report on Form 10‑K.

RECENT ACCOUNTING PRONOUNCEMENTS

See Note 2 to the Consolidated Financial Statements for information on recent accounting pronouncements.

FORWARD LOOKING STATEMENTS

This Report contains "forward-looking" statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements reflect our current expectations regarding our future results of operations, economic performance, financial condition and achievements. These forward-looking statements can be identified by words such as "anticipate," "believe," "estimate," "expect," "intend," "plan," "pursue," "strategy," "target," "will" and similar expressions. One can also identify forward-looking statements by the fact that they do not relate strictly to historical or current facts, and may reflect anticipated cost savings or implementation of our strategic plan. These statements reflect our current plans and expectations and are based on information currently available to us. They rely on several assumptions regarding future events and estimates which could be inaccurate and which are inherently subject to risks and uncertainties.

We wish to caution the reader that the following important factors and those important factors described in our other Securities and Exchange Commission filings, or in our 2022 Annual Report on Form 10-K, could affect our actual results and could cause such results to vary materially from those expressed in any forward-looking statements made by, or on behalf of, us:

•the risks related to the availability of, and cost inflation in, supply chain inputs, including labor, raw materials, commodities, packaging and transportation;

•the impacts of, and associated responses to the COVID-19 pandemic on our business, suppliers, customers, consumers and employees;

•our ability to execute on and realize the expected benefits from our strategy, including growing sales in snacks and growing/maintaining our market share position in soup;

•the impact of strong competitive responses to our efforts to leverage brand power with product innovation, promotional programs and new advertising;

•the risks associated with trade and consumer acceptance of product improvements, shelving initiatives, new products and pricing and promotional strategies;

•our ability to realize projected cost savings and benefits from cost savings initiatives and the integration of recent acquisitions;

•disruptions in or inefficiencies to our supply chain and/or operations;

•risks related to the effectiveness of our hedging activities and our ability to respond to volatility in commodity prices;

•our ability to manage changes to our organizational structure and/or business processes, including selling, distribution, manufacturing and information management systems or processes;

•changes in consumer demand for our products and favorable perception of our brands;

•changing inventory management practices by certain of our key customers;

•a changing customer landscape, with value and e-commerce retailers expanding their market presence, while certain of our key customers maintain significance to our business;

•product quality and safety issues, including recalls and product liabilities;

•the possible disruption to the independent contractor distribution models used by certain of our businesses, including as a result of litigation or regulatory actions affecting their independent contractor classification;

•the uncertainties of litigation and regulatory actions against us;

•the costs, disruption and diversion of management's attention associated with activist investors;

•a disruption, failure or security breach of our or our vendors' information technology systems, including ransomware attacks;

•impairment to goodwill or other intangible assets;

•our ability to protect our intellectual property rights;

•increased liabilities and costs related to our defined benefit pension plans;

•our ability to attract and retain key talent;

•goals and initiatives related to, and the impacts of, climate change, including from weather-related events;

•negative changes and volatility in financial and credit markets, deteriorating economic conditions and other external factors, including changes in laws and regulations; and

•unforeseen business disruptions or other impacts due to political instability, civil disobedience, terrorism, armed hostilities (including the ongoing conflict between Russia and Ukraine), extreme weather conditions, natural disasters, other pandemics or other calamities.

This discussion of uncertainties is by no means exhaustive but is designed to highlight important factors that may impact our outlook. We disclaim any obligation or intent to update forward-looking statements made by us in order to reflect new information, events or circumstances after the date they are made.

Item 3. Quantitative and Qualitative Disclosure About Market Risk

For information regarding our exposure to certain market risk, see Item 7A, Quantitative and Qualitative Disclosure About Market Risk, in the 2022 Annual Report on Form 10-K. There have been no significant changes in our portfolio of financial instruments or market risk exposures from the 2022 year-end.

Item 4. Controls and Procedures

a.Evaluation of Disclosure Controls and Procedure

We, under the supervision and with the participation of our management, including the President and Chief Executive Officer and the Executive Vice President and ~~President, Meals & Beverages and~~ Chief Financial Officer, have evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) as of ~~October 30, 2022~~January 29, 2023 (Evaluation Date). Based on such evaluation, the President and Chief Executive Officer and the Executive Vice President ~~and President, Meals & Beverages~~ and Chief Financial Officer have concluded that, as of the Evaluation Date, our disclosure controls and procedures are effective.

b.Changes in Internal Control

There were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as amended) that materially affected, or are likely to materially affect, such internal control over financial reporting during the quarter ended ~~October 30, 2022.~~

January 29, 2023.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

Information regarding reportable legal proceedings is contained in Note 1415 to the Consolidated Financial Statements and incorporated herein by reference.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Our share repurchase activity in the three months ended ~~October 30, 2022~~January 29, 2023 was:

Period
Total Number
of Shares
Purchased (1)
Average
Price Paid
Per Share (2)
Total Number of
Shares Purchased
as Part of Publicly
Announced Plans or
Programs (3)
Approximate
Dollar Value of
Shares that may yet
be Purchased
Under the Plans or
Programs
($ in Millions) (3)
8/1/22-8/31/22 —

$0.00

— $547
9/1/22-9/30/22 592,659 $48.10 592,659 $518
10/3/22-10/28/22 265,870 $47.36 265,870 $506
Total 858,529

$47.87

858,529 $506


Period	Total Number of Shares Purchased (1)	Average Price Paid Per Share (2)	Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (3)	Approximate Dollar Value of Shares that may yet be Purchased Under the Plans or Programs ($ in Millions) (3)
10/31/22-11/30/22	—	—	—	$506
12/1/22-12/30/22	434,248	$56.76	434,248	$481
1/2/23-1/27/23	5,331	$55.93	5,331	$481
Total	439,579	$56.75	439,579	$481

____________________________________

(1)Shares purchased are as of the trade date.

(2)Average price paid per share is calculated on a settlement basis and excludes commission.

(3)In June 2021, our Board of Directors authorized an anti-dilutive share repurchase program of up to $250 million (June 2021 program) to offset the impact of dilution from shares issued under our stock compensation programs. The June 2021 program has no expiration date, but it may be suspended or discontinued at any time. Repurchases under the June 2021 program may be made in open-market or privately negotiated transactions. In September 2021, the Board approved a strategic share repurchase program of up to $500 million (September 2021 program). The September 2021 program has no expiration date, but it may be suspended or discontinued at any time. Repurchases under the September 2021 program may be made in open-market or privately negotiated transactions.

Item 6. Exhibits

The Index to Exhibits, which immediately precedes the signature page, is incorporated by reference into this Report.

INDEX TO EXHIBITS



10.110.1			~~2023 Non-Employee Director Fees~~Campbell Soup Company 2022 Long-Term Incentive Plan, incorporated by reference to Appendix B to the Campbell’s Proxy Statement filed October 18, 2022 (Commission File No. 001-03822).

31.1			Certification of Mark A. Clouse pursuant to Rule 13a-14(a).

31.2			Certification of ~~Mick J. Beekhuizen~~Carrie L. Anderson pursuant to Rule 13a-14(a).

32.1			Certification of Mark A. Clouse pursuant to 18 U.S.C. Section 1350.

32.2			Certification of ~~Mick J. Beekhuizen~~Carrie L. Anderson pursuant to 18 U.S.C. Section 1350.

101.INS			Inline XBRL Instance Document - the instance document does not appear on the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

101.SCH			Inline XBRL Extension Schema Document.

101.CAL			Inline XBRL Extension Calculation Linkbase Document.

101.DEF			Inline XBRL Extension Definition Linkbase Document.

101.LAB			Inline XBRL Extension Label Linkbase Document.

101.PRE			Inline XBRL Extension Presentation Linkbase Document.

104			The cover page from this Quarterly Report on Form 10-Q, formatted in Inline XBRL (included in Exhibit 101).

*This exhibit is a management contract or compensatory plan or arrangement.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

~~December 7, 2022~~March 8, 2023


						CAMPBELL SOUP COMPANY

			By:			/s/ ~~Mick J. Beekhuizen~~Carrie L. Anderson
						~~Mick J. Beekhuizen~~Carrie L. Anderson
						Executive Vice President and ~~President, Meals & Beverages and~~ Chief Financial Officer


			By:			/s/ Stanley Polomski
						Stanley Polomski
						Senior Vice President and Controller

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