# CAMPBELL'S Co (CPB) FY 2026 MD&A

Verbatim Item 7 Management's Discussion and Analysis from CAMPBELL'S Co's 10-K for fiscal year 2026.

SEC filing source: https://www.sec.gov/Archives/edgar/data/16732/000001673226000026/cpb-20260802.htm
Accession: 0000016732-26-000026
Filing date: 2026-09-24
Report date: 2026-08-02
Extracted structurally from real Item 7 body heading to real Item 7A/8 boundary.
Confidence: high

Company profile: /company/CPB/
All MD&A years: /company/CPB/mda/
Previous year: /company/CPB/mda/fy2025/ (FY 2025)

Item 7. 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, our consolidated financial statements and the accompanying notes to the consolidated financial statements presented in "Financial Statements and Supplementary Data," as well as the information contained in "Risk Factors."

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

Executive Summary

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.

In 2026, we continued to advance our key strategic initiatives in a dynamic operating environment marked by shifting global trade policies, commodity cost fluctuations, increased regulatory activity, consumer behavior shifts and other global macroeconomic challenges. During 2026, we experienced increased volatility in commodity and supply chain costs, which were partially offset by improvements in our supply chain productivity and benefits from our cost savings initiatives. In 2027, we expect inflationary pressures and volatility in various input costs to persist, primarily driven by impacts from tariffs, logistics costs and ongoing geopolitical conflicts. We plan to continue to reduce some of these impacts over time through cost savings initiatives, inventory management practices, supplier collaboration, alternative sourcing opportunities, continued supply chain productivity initiatives, surgical pricing actions where necessary and other mitigation efforts. We will continue to evaluate the dynamic macroeconomic environment and take actions to mitigate the impact on our business, financial condition and results of operations.

Strategy

Our strategy is focused on strengthening our position in U.S. everyday cooking and snacking, rapidly turning consumer insights into relevant food and brands, and advancing enterprise-wide transformation initiatives that support our long-term growth. We plan to direct our efforts on priority areas within everyday cooking and everyday snacking by identifying clear brand roles and growth channels, while continuing to execute across our broader brand portfolio and retail landscape. We believe this strategy is designed to strengthen our connection with consumers, improve execution across the enterprise and position the company to deliver sustainable profitable growth and long-term value for our shareholders.

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We plan to leverage consumer insights, elevate food and packaging innovation, improve product availability, advance revenue growth management capabilities and enhance the consumer experience. We also intend to support our growth through transformation pillars focused on performance culture, commercial capabilities, digital advancement and fuel for growth, which are designed to improve decision-making, build key capabilities, deploy technology to enable our teams and drive cost savings and efficiencies across the enterprise.

Business Trends

Our industry continues to navigate a challenging operating environment driven by evolving consumer purchasing and spending patterns and shifting retail dynamics with non-traditional commercial channels increasing in importance against a backdrop of commodity cost volatility, supply chain pressures, shifting global trade policies and tariffs, competitive pressures and other economic uncertainties.

Our strategy is designed, in part, to capture growing consumer preferences for value and convenience. We expect consumers to continue to seek at-home cooking solutions and stretchable meals. We also believe that consumers are making more intentional decisions in snacking, in terms of health and wellness, flavor exploration and seeking premium products.

We expect retail dynamics to continue to evolve, as consumers turn to non-traditional grocery channels, including club stores, instant delivery and e-commerce channels to purchase our products. Retailers continue to use their buying power and negotiating strength to seek increased promotional programs funded by their suppliers and more favorable terms, including supplier-funded customized products. Any consolidations among retailers would continue to create large and sophisticated customers that may further this trend. Retailers also continue to grow and promote private label brands that compete with branded products, especially on price.

Shifting global trade policies and tariffs have resulted in increased production costs, supply chain costs and distribution costs, primarily for ingredients, packaging (such as tinplate steel used to make cans), and imported finished products. Although uncertainty regarding the extent and duration of these tariffs remains, we are continuing to monitor the rapidly evolving operating landscape and are working with our suppliers to mitigate potential impacts on our business.

In addition, in light of recent actions by the United States Department of Health and Human Services, Food and Drug Administration (FDA) and states, we anticipate continued legislative, regulatory and policy developments with respect to food ingredients, labeling and packaging at the state and federal levels, along with related changes in consumer expectations and behavior. Heightened scrutiny of “ultra-processed” foods, including policy proposals outlined in reports by the Make America Healthy Again (MAHA) Commission as well as state legislative activity, could result in new definitions, labeling requirements, marketing restrictions, or reformulation mandates that increase our compliance costs or adversely affect consumer demand for certain of our products. While the effects of these developments remain uncertain, we are continuing to monitor changes to laws and regulations that affect the food industry and evaluate their impact on our business, financial condition and results of operations.

In 2027, we expect inflationary pressures and volatility in various input costs to persist, primarily driven by impacts from tariffs, logistics costs and ongoing geopolitical conflicts, which could negatively impact our business, financial condition and results of operations. We will continue to evaluate the dynamic macroeconomic environment and take actions to mitigate such impacts.

Business Acquisition & Divestitures

On May 4, 2026, we acquired 49% of the issued and outstanding equity interests of La Regina di San Marzano di Antonio Romano S.p.A. (La Regina SPA) and La Regina Atlantica, LLC (La Regina Atlantica, and together with La Regina SPA, La Regina) and paid $146 million in cash, representing the first of two tranches of the aggregate $286 million consideration for the transaction. The second tranche payment of $140 million will be payable at our discretion in either cash or unregistered shares of our capital stock (not to exceed 19.9% of our outstanding capital stock and voting power prior to issuance) on May 4, 2027. For additional information on this transaction, see our Form 8-K filed with the U.S. Securities and Exchange Commission (SEC) on December 9, 2025, and Note 3 to the Consolidated Financial Statements.

On March 12, 2024, we completed the acquisition of Sovos Brands, Inc. (Sovos Brands) for total purchase consideration of $2.899 billion. For additional information on the Sovos Brands acquisition, see Note 3 to the Consolidated Financial Statements. All references to the acquisition below refer to the Sovos Brands acquisition.

On February 24, 2025, we completed the sale of our noosa yoghurt business. On August 26, 2024, we completed the sale of our Pop Secret popcorn business. For additional information on the divestitures, see Note 4 to the Consolidated Financial Statements.

Summary of Results

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

There were 52 weeks in 2026 and 2024 and 53 weeks in 2025.

20

•Net sales decreased 5% in 2026 to $9.744 billion primarily due to unfavorable volume/mix, a 2-point impact from the 53rd week in 2025 and the impact of the divestitures, partially offset by favorable net price realization.

•Gross profit, as a percent of sales, decreased to 28.1% in 2026 from 30.4% a year ago. The decrease was primarily due to the impact of cost inflation and other supply chain costs and the gross impact of tariffs, partially offset by the benefits from supply chain productivity improvements.

•Net earnings per share attributable to The Campbell's Company common shareholders - Diluted were $1.31 in 2026, compared to $2.01 a year ago. The current year included expenses of $.86 per share and the prior year included expenses of $.97 per share from items impacting comparability as discussed below.

Net Earnings attributable to The Campbell's Company common shareholders - Diluted - 2026 Compared with 2025

The following items impacted the comparability of net earnings and net earnings per share attributable to The Campbell's Company common shareholders - Diluted:

•We implemented several cost savings initiatives in recent years. In 2026, we recorded Restructuring charges of $67 million and implementation costs and other related costs of $39 million in Cost of products sold, $38 million in Other expenses / (income), $29 million in Administrative expenses, $4 million in Marketing and selling expenses and $4 million in Research and development expenses related to these initiatives. In 2025, we recorded Restructuring charges of $24 million and implementation costs and other related costs of $41 million in Administrative expenses, $32 million in Cost of products sold, $4 million in Marketing and selling expenses and $3 million in Research and development expenses related to these initiatives.

In the second quarter of 2024, we began implementation of an optimization initiative to improve the effectiveness of our Snacks direct-store-delivery route-to-market network. In 2026, we recognized $21 million in Marketing and selling expenses related to this initiative. In 2025, we recognized $20 million in Marketing and selling expenses and $1 million in Administrative expenses related to this initiative.

In 2026, the total aggregate impact related to the cost savings and optimization initiatives was $202 million ($154 million after tax, or $.51 per share). In 2025, the total aggregate impact related to the cost savings and optimization initiatives was $125 million ($96 million after tax, or $.32 per share). See Note 9 to the Consolidated Financial Statements and "Restructuring Charges, Cost Savings Initiatives and Other Optimization Initiatives" for additional information;

•In 2026, we recognized gains in Cost of products sold of $6 million ($5 million after tax, or $.02 per share) associated with unrealized mark-to-market adjustments on outstanding undesignated commodity hedges. In 2025, we recognized gains in Cost of products sold of $11 million ($8 million after tax, or $.03 per share) associated with unrealized mark-to-market adjustments on outstanding undesignated commodity hedges;

•In 2026, we recognized actuarial and curtailment gains on our pension and postretirement plans in Other expenses / (income) of $23 million ($18 million after tax, or $.06 per share). In 2025, we recognized actuarial losses in Other expenses / (income) of $24 million ($18 million after tax, or $.06 per share);

•In 2026, we recorded litigation expenses in Administrative expenses of $14 million ($11 million after tax, or $.04 per share) related to the Plum baby food and snacks business (Plum), which was divested on May 3, 2021, and certain other litigation matters. In 2025, we recorded litigation expenses in Administrative expenses of $5 million ($5 million after tax, or $.02 per share) related to Plum and certain other litigation matters;

•In 2026 and 2025, we recorded insurance recoveries in Administrative expenses of $1 million ($1 million after tax) related to a cybersecurity incident that was identified in the fourth quarter of 2023;

•In the fourth quarter of 2026, we recognized impairment charges of $60 million on the Kettle Brand trademark and $57 million on the Cape Cod trademark within the Snacks segment for a total aggregate impact of $117 million ($88 million after tax, or $.29 per share).

In the third quarter of 2025, we performed an interim impairment assessment on the Snyder's of Hanover trademark within the Snacks segment and recognized an impairment charge of $150 million on the trademark.

In the second quarter of 2025, we performed an interim impairment assessment on certain salty snacks and cookie trademarks within our Snacks segment, including Tom's, Jays, Kruncher's, O-Ke-Doke, Stella D'oro and Archway, collectively referred to as our "Allied brands," and recognized an impairment charge of $15 million on the trademarks.

In the second quarter of 2025, we performed an interim impairment assessment on the Late July trademark within our Snacks segment and recognized an impairment charge of $11 million on the trademark.

In 2025, the total aggregate impact of the impairment charges was $176 million ($131 million after tax, or $.44 per share).

21

The charges were included in Other expenses / (income). See "Critical Accounting Estimates" for additional information;

•In the second quarter of 2026, we entered into purchase agreements to acquire 49% of the issued and outstanding equity interests of La Regina. The acquisition was completed on May 4, 2026. The aggregate consideration for the transaction is $286 million to be paid in two tranches: (i) $146 million was paid in cash at the closing, and (ii) $140 million will be payable at our discretion in either cash or shares of our capital stock on May 4, 2027. In 2026, we incurred $26 million of costs associated with the acquisition, of which $23 million was recorded in Other expenses / (income) and $3 million in Cost of products sold associated with the acquisition date fair value adjustment for inventory. The aggregate impact was $19 million after tax and the amount attributable to noncontrolling interests, or $.06 per share. The amount attributable to noncontrolling interests was $1 million after tax;

•In 2026, we recorded a liability at fair value on the La Regina acquisition for the deferred consideration of $140 million that will be paid on May 4, 2027. In 2026, we recognized changes in the fair value of the deferred consideration in Interest expense of $2 million ($1 million after tax) and had unrecognized accretion of $4 million after tax, or $.01 per share. See Notes 3 and 10 for additional information;

•In 2026, we recognized accretion of redeemable noncontrolling interests of $5 million, or $.02 per share. See Notes 5 and 10 for additional information;

•In the third quarter of 2025, we completed the sale of our noosa yoghurt business. In the second quarter of 2025, we recorded $15 million of tax expense related to the sale. In 2025, we recorded an after-tax loss of $15 million, or $.05 per share, on the sale of the business. In the first quarter of 2025, we recorded a loss in Other expenses / (income) of $25 million ($19 million after tax, or $.06 per share) on the sale of our Pop Secret popcorn business. In 2025, the total aggregate impact of charges associated with divestitures was $25 million ($34 million after tax, or $.11 per share); and

•In 2025, we recorded accelerated amortization expense in Other expenses / (income) of $20 million ($15 million after tax, or $.05 per share) related to customer relationship intangible assets due to the loss of certain contract manufacturing customers, which began in the fourth quarter of 2023.

The items impacting comparability are summarized below:

[[GREPCENT_TABLE]]
[["","2026","","2025"],["(Millions, except per share amounts)","Earnings","","EPS","","Earnings","","EPS"],["Net earnings attributable to The Campbell's Company","$","403","","","","","$","602"],["Less: Accretion of redeemable noncontrolling interests","5","","","","","\u2014"],["Less: Unrecognized accretion on deferred consideration","4","","","","","\u2014"],["Net earnings attributable to The Campbell's Company common shareholders - Diluted","$","394","","","$","1.31","","","$","602","","","$","2.01"],["","Earnings Impact","","EPS Impact","","Earnings Impact","","EPS Impact"],["Costs associated with cost savings and optimization initiatives","$","(154)","","","$","(.51)","","","$","(96)","","","$","(.32)"],["Commodity mark-to-market gains","5","","",".02","","","8","","",".03"],["Pension and postretirement actuarial and curtailment gains (losses)","18","","",".06","","","(18)","","","(.06)"],["Certain litigation expenses","(11)","","","(.04)","","","(5)","","","(.02)"],["Cybersecurity incident recoveries","1","","","\u2014","","","1","","","\u2014"],["Impairment charges","(88)","","","(.29)","","","(131)","","","(.44)"],["Costs associated with acquisition","(19)","","","(.06)","","","\u2014","","","\u2014"],["Recognized accretion on deferred consideration","(1)","","","\u2014","","","\u2014","","","\u2014"],["Unrecognized accretion on deferred consideration","(4)","","","(.01)","","","\u2014","","","\u2014"],["Accretion of redeemable noncontrolling interests","(5)","","","(.02)","","","\u2014","","","\u2014"],["Charges associated with divestitures","\u2014","","","\u2014","","","(34)","","","(.11)"],["Accelerated amortization","\u2014","","","\u2014","","","(15)","","","(.05)"],["Impact of items on Net earnings attributable to The Campbell's Company common shareholders - Diluted(1)","$","(258)","","","$","(.86)","","","$","(290)","","","$","(.97)"]]
[[/GREPCENT_TABLE]]

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

22

Net earnings attributable to The Campbell's Company common shareholders - Diluted were $394 million ($1.31 per share) in 2026, compared to $602 million ($2.01 per share) in 2025. After adjusting for items impacting comparability, earnings decreased primarily due to lower gross profit, partially offset by lower administrative expenses and lower marketing and selling expenses. The estimated net impact of tariffs was approximately $.21 per share in 2026. The additional week contributed approximately $.06 per share to earnings in 2025.

Net Earnings attributable to The Campbell's Company common shareholders - Diluted - 2025 Compared with 2024

In addition to the 2025 items that impacted comparability of Net earnings discussed above, the following items impacted the comparability of net earnings and net earnings per share attributable to The Campbell's Company common shareholders - Diluted:

•In 2024, we recorded Restructuring charges of $17 million and implementation costs and other related costs of $54 million in Administrative expenses, $26 million in Cost of products sold, $4 million in Marketing and selling expenses and $3 million in Research and development expenses related to the cost savings initiatives discussed above.

In 2024, we recognized $5 million in Marketing and selling expenses related to the optimization initiative discussed above.

In 2024, the total aggregate impact to the cost savings and optimization initiatives was $109 million ($83 million after tax, or $.28 per share). See Note 9 to the Consolidated Financial Statements and "Restructuring Charges, Cost Savings Initiatives and Other Optimization Initiatives" for additional information;

•In 2024, we recognized losses in Cost of products sold of $22 million ($16 million after tax, or $.05 per share) associated with unrealized mark-to-market adjustments on outstanding undesignated commodity hedges;

•In 2024, we recognized actuarial losses on our pension and postretirement plans in Other expenses / (income) of $33 million ($25 million after tax, or $.08 per share);

•In 2024, we recorded litigation expenses in Administrative expenses of $5 million ($5 million after tax, or $.02 per share) related to Plum and certain other litigation matters;

•In 2024, we recorded costs of $2 million in Cost of products sold and $1 million in Administrative expenses (aggregate impact of $2 million after tax, or $.01 per share) related to the cybersecurity incident;

•In the fourth quarter of 2024, we recognized an impairment charge of $53 million on our Allied brands trademarks.

In the fourth quarter of 2024, we performed an impairment assessment on the assets in our Pop Secret popcorn business within our Snacks segment as sales and operating performance were below expectations due in part to competitive pressure and reduced margins, and as we pursued divesting the business. As a result of these factors, in the fourth quarter of 2024, we lowered our long-term outlook for the business and recognized an impairment charge of $76 million on the trademark. The sale of the business was completed on August 26, 2024.

In 2024, the total aggregate impact of the impairment charges was $129 million ($98 million after tax, or $.33 per share).

The charges were included in Other expenses / (income). See "Critical Accounting Estimates" for additional information;

•In 2024, we recorded accelerated amortization expense in Other expenses / (income) of $27 million ($20 million after tax, or $.07 per share) related to customer relationship intangible assets due to the loss of certain contracting manufacturing customers, which began in the fourth quarter of 2023; and

•In the first quarter of 2024, we announced our intent to acquire Sovos Brands and on March 12, 2024 the acquisition closed. In 2024, we incurred $126 million of costs associated with the acquisition, of which $21 million was recorded in Restructuring charges, $47 million in Administrative expenses, $35 million in Other expenses / (income), $3 million in Marketing and selling expenses, $2 million in Research and development expenses and $18 million in Cost of products sold, of which $17 million was associated with the acquisition date fair value adjustment for inventory. We also recorded costs of $2 million in Interest expense related to costs associated with the Delayed Draw Term Loan Credit Agreement (the 2024 DDTL Credit Agreement) used to fund the acquisition. The aggregate impact was $128 million, $109 million after tax, or $.36 per share.

23

The items impacting comparability are summarized below:

[[GREPCENT_TABLE]]
[["","2025","","2024"],["(Millions, except per share amounts)","Earnings Impact","","EPS Impact","","Earnings Impact","","EPS Impact"],["Net earnings attributable to The Campbell's Company common shareholders - Diluted","$","602","","","$","2.01","","","$","567","","","$","1.89"],["Costs associated with cost savings and optimization initiatives","$","(96)","","","$","(.32)","","","$","(83)","","","$","(.28)"],["Commodity mark-to-market gains (losses)","8","","",".03","","","(16)","","","(.05)"],["Pension and postretirement actuarial losses","(18)","","","(.06)","","","(25)","","","(.08)"],["Certain litigation expenses","(5)","","","(.02)","","","(5)","","","(.02)"],["Cybersecurity incident recoveries (costs)","1","","","\u2014","","","(2)","","","(.01)"],["Impairment charges","(131)","","","(.44)","","","(98)","","","(.33)"],["Charges associated with divestiture","(34)","","","(.11)","","","\u2014","","","\u2014"],["Accelerated amortization","(15)","","","(.05)","","","(20)","","","(.07)"],["Costs associated with acquisition","\u2014","","","\u2014","","","(109)","","","(.36)"],["Impact of items on Net earnings attributable to The Campbell's Company common shareholders - Diluted(1)","$","(290)","","","$","(.97)","","","$","(358)","","","$","(1.19)"]]
[[/GREPCENT_TABLE]]
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(1)Sum of the individual amounts may not add due to rounding.

Net earnings attributable to The Campbell's Company common shareholders - Diluted were $602 million ($2.01 per share) in 2025, compared to $567 million ($1.89 per share) in 2024. After adjusting for items impacting comparability, earnings decreased primarily due to higher interest expense and higher marketing and selling expenses, partially offset by an increase in gross profit and a lower effective tax rate. The additional week contributed approximately $.06 per share to earnings in 2025. The estimated impact of tariffs was approximately $.02 per share in 2025.

DISCUSSION AND ANALYSIS

Sales

An analysis of net sales by reportable segment follows:

[[GREPCENT_TABLE]]
[["","","","","","","","","","% Change"],["(Millions)","2026","","2025","","2024","","","","2026/2025","","2025/2024"],["Meals & Beverages","$","5,928","","","$","6,179","","","$","5,381","","","","","(4)","","15"],["Snacks","3,816","","","4,074","","","4,255","","","","","(6)","","(4)"],["","$","9,744","","","$","10,253","","","$","9,636","","","","","(5)","","6"]]
[[/GREPCENT_TABLE]]

24

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

[[GREPCENT_TABLE]]
[["2026 versus 2025","Meals & Beverages","","Snacks","","","","Total"],["Volume/mix","(2)%","","(5)%","","","","(3)%"],["Net price realization(1)","1","","1","","","","1"],["Acquisition","\u2014","","\u2014","","","","\u2014"],["Divestitures","(2)","","\u2014","","","","(1)"],["Estimated impact of 53rd week","(1)","","(2)","","","","(2)"],["","(4)%","","(6)%","","","","(5)%"]]
[[/GREPCENT_TABLE]]

[[GREPCENT_TABLE]]
[["2025 versus 2024","Meals & Beverages","","Snacks","","","","Total"],["Volume/mix","1%","","(3)%","","","","(1)%"],["Net price realization(1)","(1)","","\u2014","","","","(1)"],["Acquisition","14","","\u2014","","","","8"],["Divestitures","(1)","","(3)","","","","(2)"],["Estimated impact of 53rd week","2","","2","","","","2"],["","15%","","(4)%","","","","6%"]]
[[/GREPCENT_TABLE]]

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

In 2026, Meals & Beverages sales decreased 4%. Excluding the impacts from the additional week and the divestiture of the noosa yoghurt business, sales decreased primarily due to declines in U.S. soup, V8 beverages, Canada, Pace Mexican sauces and Prego pasta sauces, partially offset by gains in Rao's. Unfavorable volume/mix was partially offset by favorable net price realization. Including a 1-point impact from the additional week, sales of U.S. soup decreased 5% primarily due to decreases in condensed soups and ready-to-serve soups, partially offset by increases in broth.

In 2025, Meals & Beverages sales increased 15% primarily due to a 14-point benefit from the acquisition of Sovos Brands. Excluding the benefit from the Sovos Brands acquisition, the benefit of the additional week and the impact from the divestiture of the noosa yoghurt business, sales were comparable primarily due to gains in foodservice, Canada and Rao's pasta sauces, partially offset by declines in U.S. soup and SpaghettiOs. Favorable volume/mix was offset by unfavorable net price realization. Including a 1-point benefit from the additional week, sales of U.S. soup were comparable with prior year as increases in broth and condensed soups were offset by decreases in ready-to-serve soups.

In 2026, Snacks sales decreased 6%. Excluding the impacts from the additional week and the divestiture of the Pop Secret popcorn business, sales decreased primarily due to declines in chips, third-party partner brands and contract manufacturing, crackers, fresh bakery related to supply constraints and declines in pretzels, partially offset by gains in Pepperidge Farm cookies. Sales were impacted by volume/mix declines, partially offset by favorable net price realization.

In 2025, Snacks sales decreased 4%. Excluding the impact from the divestiture of the Pop Secret popcorn business and the benefit of the additional week, sales decreased due to declines in third-party partner brands and contract manufacturing, Goldfish crackers, Snyder's of Hanover pretzels, Lance sandwich crackers, fresh bakery and Pepperidge Farm cookies. Sales were impacted by volume/mix declines with neutral net price realization.

Gross Profit

Gross profit, defined as Net sales less Cost of products sold, decreased by $377 million in 2026 from 2025 and increased by $148 million in 2025 from 2024. As a percent of sales, gross profit was 28.1% in 2026, 30.4% in 2025 and 30.8% in 2024.

25

The 230 basis-point decrease and the 40 basis-point decrease in gross profit margin in 2026 and 2025, respectively, were due to the following factors:

[[GREPCENT_TABLE]]
[["","Margin Impact"],["","2026","","2025"],["Cost inflation, supply chain costs and other factors(1)","(520)","","(150)"],["Volume/mix(2)","(90)","","(10)"],["Higher costs associated with cost savings initiatives","(10)","","\u2014"],["Productivity improvements","300","","150"],["Net price realization","90","","(40)"],["Impact of acquisition(3)","\u2014","","10"],["","(230)","","(40)"]]
[[/GREPCENT_TABLE]]

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(1)2026 includes an estimated negative margin impact of 230 basis points from the gross impact of tariffs and a negative margin impact of 10 basis points from the change in unrealized mark-to-market adjustments on outstanding undesignated commodity hedges, partially offset by an estimated positive margin impact of 40 basis points from the benefit of cost savings initiatives. 2025 includes an estimated positive margin impact of 50 basis points from the benefit of cost savings initiatives and a 30 basis-point positive impact from the change in unrealized mark-to-market adjustments on outstanding undesignated commodity hedges.

(2)Includes the impact of operating leverage.

(3)2025 includes a positive margin impact of 20 basis points from lapping the 20 basis-point negative margin impact in 2024 from a Sovos Brands acquisition date fair value adjustment for inventory.

Marketing and Selling Expenses

Marketing and selling expenses as a percent of sales were 9.3% in 2026, 9.0% in 2025 and 8.6% in 2024. Marketing and selling expenses decreased 2% in 2026 from 2025. The decrease was primarily due to lower advertising and consumer promotion expense (approximately 1 point); lower selling expenses (approximately 1 point) and increased benefits from cost savings initiatives (approximately 1 point), partially offset by higher marketing expenses (approximately 1 point). The decrease in advertising and consumer promotion expense was primarily driven by Snacks.

Marketing and selling expenses increased 11% in 2025 from 2024. The increase was primarily due to the impact of the acquisition (approximately 7 points); higher advertising and consumer promotion expense (approximately 2 points) and higher costs related to cost savings and optimization initiatives (approximately 2 points). The increase in advertising and consumer promotion expense was driven by Meals & Beverages and Snacks.

Administrative Expenses

Administrative expenses as a percent of sales were 6.6% in 2026 and 2025 and 7.6% in 2024. Administrative expenses decreased 4% in 2026 from 2025. The decrease was primarily due to increased benefits from cost savings initiatives (approximately 5 points) and lower costs associated with cost savings initiatives (approximately 2 points), partially offset by inflation and higher general administrative costs (approximately 2 points) and an increase in certain litigation expenses (approximately 1 point).

Administrative expenses decreased 9% in 2025 from 2024. The decrease was primarily due to increased benefits from cost savings initiatives (approximately 8 points); costs associated with the acquisition in the prior year (approximately 6 points); lower incentive compensation (approximately 2 points); lower costs related to cost savings initiatives (approximately 2 points); and lower benefit-related costs (approximately 1 point), partially offset by higher general administrative costs and inflation (approximately 7 points) and the impact of the acquisition (approximately 3 points).

Other Expenses / (Income)

Other expenses in 2026 included the following:

•$117 million of impairment charges related to the Kettle Brand and Cape Cod trademarks;

•$41 million of amortization of intangible assets;

•$23 million of costs associated with the acquisition of La Regina; and

•$4 million of net periodic benefit income, including net pension and postretirement actuarial and curtailment gains of $23 million and special termination benefits associated with cost savings initiatives of $38 million.

26

Other expenses in 2025 included the following:

•$176 million of impairment charges related to the Snyder's of Hanover, Allied brands and Late July trademarks;

•$68 million of amortization of intangible assets, including accelerated amortization of $20 million;

•$25 million loss on the sale of the Pop Secret popcorn business; and

•$11 million of net periodic benefit expense, including pension and postretirement actuarial losses of $24 million.

Other expenses in 2024 included the following:

•$129 million of impairment charges related to the Pop Secret and Allied brands trademarks;

•$73 million of amortization of intangible assets, including accelerated amortization of $27 million;

•$35 million of costs associated with the acquisition of Sovos Brands; and

•$26 million of net periodic benefit expense, including pension and postretirement actuarial losses of $33 million.

Operating Earnings

Segment operating earnings decreased 19% in 2026 from 2025 and increased 1% in 2025 from 2024.

An analysis of operating earnings by segment follows:

[[GREPCENT_TABLE]]
[["","","","","","","","","% Change"],["(Millions)","","2026","","2025","","2024","","2026/2025","","2025/2024"],["Meals & Beverages","","$","943","","","$","1,098","","","$","1,000","","","(14)","","10"],["Snacks","","386","","","538","","","622","","","(28)","","(14)"],["","","1,329","","","1,636","","","1,622","","","(19)","","1"],["Corporate income (expense)","","(410)","","","(488)","","","(584)"],["Restructuring charges(1)","","(67)","","","(24)","","","(38)"],["Earnings before interest and taxes","","$","852","","","$","1,124","","","$","1,000"]]
[[/GREPCENT_TABLE]]

__________________________________________

(1)See Note 9 to the Consolidated Financial Statements for additional information on restructuring charges.

Operating earnings from Meals & Beverages decreased 14% in 2026 versus 2025. The decrease was primarily due to lower gross profit, the impact of the divestiture and the impact of the additional week. Gross profit margin decreased primarily due to the gross impact of tariffs, cost inflation and other supply chain costs and unfavorable volume/mix, partially offset by supply chain productivity improvements, favorable net price realization and benefits from cost savings initiatives.

Operating earnings from Meals & Beverages increased 10% in 2025 versus 2024. The increase was primarily due to the benefit of the acquisition of Sovos Brands and the benefit of the additional week, partially offset by lower gross profit. Gross profit margin decreased due to cost inflation and other supply chain costs, unfavorable net price realization and the dilutive impact of the acquisition, partially offset by supply chain productivity improvements, benefits from cost savings initiatives and favorable volume/mix.

Operating earnings from Snacks decreased 28% in 2026 versus 2025. The decrease was primarily due to lower gross profit. Gross profit margin decreased primarily due to cost inflation and other supply chain costs, unfavorable volume/mix and the gross impact of tariffs, partially offset by supply chain productivity improvements, favorable net price realization and benefits from cost savings initiatives.

Operating earnings from Snacks decreased 14% in 2025 versus 2024. The decrease was primarily due to lower gross profit and higher marketing and selling expenses, partially offset by lower administrative expenses. Gross profit decreased primarily due to the impact of cost inflation and other supply chain costs and unfavorable volume/mix, partially offset by supply chain productivity improvements, the benefit of the additional week and benefits from cost savings initiatives.

Corporate expense in 2026 included the following:

•costs of $135 million related to cost savings and optimization initiatives;

•$117 million of impairment charges related to the Kettle Brand and Cape Cod trademarks;

•$26 million of costs associated with the acquisition of La Regina;

•$14 million of certain litigation expenses, including expenses related to Plum;

•$23 million of net pension and postretirement actuarial and curtailment gains;

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•$6 million of unrealized mark-to-market gains on outstanding undesignated commodity hedges; and

•$1 million of insurance recoveries related to a cybersecurity incident.

Corporate expense in 2025 included the following:

•$176 million of impairment charges related to the Snyder's of Hanover, Allied brands and Late July trademarks;

•costs of $101 million related to cost savings and optimization initiatives;

•$25 million loss on the sale of the Pop Secret popcorn business;

•$24 million of pension and postretirement actuarial losses;

•$20 million of accelerated amortization expense;

•$5 million of certain litigation expenses, including expenses related to Plum;

•$11 million of unrealized mark-to-market gains on outstanding undesignated commodity hedges; and

•$1 million of costs associated with a cybersecurity incident.

Corporate expense in 2024 included the following:

•$129 million of impairment charges related to the Pop Secret and Allied brands trademarks;

•$105 million of costs associated with the acquisition of Sovos Brands;

•costs of $92 million related to the cost savings initiatives;

•$33 million of pension and postretirement actuarial losses;

•$27 million of accelerated amortization expense;

•$22 million of unrealized mark-to-market losses on outstanding undesignated commodity hedges;

•$5 million of certain litigation expenses, including expenses related to Plum; and

•$3 million of costs associated with a cybersecurity incident.

Interest Expense

Interest expense was $331 million in 2026, $345 million in 2025 and $249 million in 2024. The decrease in 2026 was primarily due to lower levels of debt and the increase in 2025 was primarily due to higher levels of debt to fund the acquisition in 2024 and higher average interest rates on the debt portfolio.

Taxes on Earnings

The effective tax rate was 23.4% in 2026, 24.4% in 2025 and 25.1% in 2024.

The decrease in the effective tax rate in 2026 from 2025 was primarily due to $15 million of tax expense related to the sale of the noosa yoghurt business in the prior year, partially offset by excess tax benefits in 2025 and shortfalls in 2026 associated with the vesting of stock-based compensation awards.

The decrease in the effective rate in 2025 from 2024 was primarily due to nondeductible costs associated with the acquisition of Sovos Brands in 2024, excess tax benefits associated with the vesting of stock-based compensation awards in 2025 and state tax law changes, partially offset by the $15 million of tax expense related to the sale of the noosa yoghurt business.

Restructuring Charges, Cost Savings Initiatives and Other Optimization Initiatives

Multi-year Cost Savings Initiatives and Snyder's-Lance, Inc. (Snyder's-Lance) Cost Transformation Program and Integration

Continuing Operations

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

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

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

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In 2022, we expanded these initiatives as we continued to pursue cost savings by further optimizing our supply chain and manufacturing network and through effective cost management. In the second quarter of 2023, we announced plans to consolidate our Snacks offices in Charlotte, North Carolina, and Norwalk, Connecticut, into our headquarters in Camden, New Jersey.

A summary of charges recorded in the Consolidated Statements of Earnings related to these initiatives is as follows:

[[GREPCENT_TABLE]]
[["(Millions, except per share amounts)","","","","","2024","","Total Program"],["Restructuring charges","","","","","$","17","","","$","297"],["Administrative expenses","","","","","54","","","437"],["Cost of products sold","","","","","26","","","128"],["Marketing and selling expenses","","","","","4","","","23"],["Research and development expenses","","","","","3","","","10"],["Total pre-tax charges","","","","","$","104","","","$","895"],["Aggregate after-tax impact","","","","","$","79"],["Per share impact","","","","","$",".26"]]
[[/GREPCENT_TABLE]]

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

[[GREPCENT_TABLE]]
[["(Millions)","Total Program"],["Severance pay and benefits","$","253"],["Asset impairment/accelerated depreciation","134"],["Implementation costs and other related costs","508"],["Total","$","895"]]
[[/GREPCENT_TABLE]]

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

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

[[GREPCENT_TABLE]]
[["(Millions)","","","Total Program"],["Meals & Beverages","","","$","288"],["Snacks","","","383"],["Corporate","","","224"],["Total","","","$","895"]]
[[/GREPCENT_TABLE]]

As of July 28, 2024, we substantially completed the multi-year cost savings initiatives and Snyder's-Lance cost transformation program and integration, and we generated total pre-tax savings of approximately $950 million. Certain phases that had not been fully implemented were incorporated into the 2025 cost savings initiatives described below.

Sovos Brands Integration Initiatives

On March 12, 2024, we completed the acquisition of Sovos Brands. See Note 3 to the Consolidated Financial Statements for additional information. We identified opportunities for cost synergies as we integrated Sovos Brands.

In 2024, we recorded Restructuring charges of $21 million for severance pay and benefits related to initiatives to achieve the synergies and generated pre-tax savings of $10 million. The charges incurred in 2024 were associated with the Meals & Beverages segment.

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

2025 Cost Savings Initiatives

On September 10, 2024, we announced plans to implement cost savings initiatives beginning in 2025, including initiatives to further optimize our supply chain and manufacturing network, optimization of our information technology infrastructure and targeted cost management. We also identified additional opportunities for cost synergies as we integrated Sovos Brands. As mentioned above, we substantially completed our previous multi-year cost savings initiatives and Snyder's-Lance cost

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transformation program and integration and had identified initial opportunities for cost synergies as we integrated Sovos Brands. Certain initiatives from those programs were incorporated into our 2025 cost savings initiatives. In the third quarter of 2026, we commenced a voluntary early retirement program as part of our cost savings initiatives. The program was available to certain salaried employees who met age and length-of-service criteria. The eligible employees were entitled to receive severance pay and benefits, including enhanced pension benefits for certain employees. Substantially all electing employees will depart the company by December 2026.

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

[[GREPCENT_TABLE]]
[["(Millions, except per share amounts)","2026","","2025","","Recognized as of August 2, 2026"],["Restructuring charges","$","67","","","$","24","","","$","91"],["Administrative expenses","29","","","41","","","70"],["Cost of products sold","39","","","32","","","71"],["Marketing and selling expenses","4","","","4","","","8"],["Research and development expenses","4","","","3","","","7"],["Other expenses / (income)","38","","","\u2014","","","38"],["Total pre-tax charges","$","181","","","$","104","","","$","285"],["Aggregate after-tax impact","$","138","","","$","79"],["Per share impact","$",".46","","","$",".26"]]
[[/GREPCENT_TABLE]]

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

[[GREPCENT_TABLE]]
[["(Millions)","Recognized as of August 2, 2026"],["Severance pay and benefits","$","102"],["Asset impairment/accelerated depreciation","80"],["Implementation costs and other related costs","103"],["Total","$","285"]]
[[/GREPCENT_TABLE]]

Of the aggregate $285 million pre-tax costs incurred to date, $158 million were cash expenditures. In addition, we invested $216 million in capital expenditures as of August 2, 2026. The capital expenditures primarily related to optimization of production within our manufacturing network, optimization of information technology infrastructure and applications and implementation of our existing SAP enterprise-resource planning system for Sovos Brands.

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:

[[GREPCENT_TABLE]]
[["(Millions)","2026","","Costs Incurred to Date"],["Meals & Beverages","$","71","","","$","145"],["Snacks","83","","","97"],["Corporate","27","","","43"],["Total","$","181","","","$","285"]]
[[/GREPCENT_TABLE]]

As of August 2, 2026, we have generated total program-to-date pre-tax savings of approximately $225 million. Beginning in 2027, certain phases of these initiatives that have not been fully implemented will be incorporated into our 2027 cost savings initiatives described below.

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2027 Cost Savings Initiatives

On September 3, 2026, we announced plans to implement cost savings initiatives beginning in 2027, including those remaining under our 2025 cost savings initiatives, targeted overhead savings actions and an enterprise spend optimization project to improve how we manage and deploy direct and indirect spending. Cost estimates for these new initiatives, as well as timing for certain activities, are continuing to be developed.

The total estimated pre-tax costs for actions that have been identified to date are approximately $90 million, and we expect to incur substantially all of the costs through 2030. These estimates will be updated as the detailed plans are developed. We expect the costs for the actions that have been identified to date to consist of the following: approximately $5 million in severance pay and benefits and approximately $85 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 36%; Snacks - approximately 35% and Corporate - approximately 29%. Of the aggregate $90 million of pre-tax costs identified to date, we expect substantially all will be cash expenditures. In addition, we expect to invest approximately $10 million in capital expenditures. We expect these initiatives, once all phases are implemented, to generate annual ongoing savings of approximately $500 million by the end of 2030.

Other Optimization Initiatives

In the second quarter of 2024, we began implementation of an initiative to improve the effectiveness of our Snacks direct-store-delivery route-to-market network. Pursuant to this initiative we will purchase certain Pepperidge Farm and Snyder's-Lance routes where there are opportunities to unlock greater scale in select markets, combine them and sell the combined routes to independent contractor distributors. We expect to execute this program in a staggered rollout and to incur expenses of up to approximately $115 million through 2029. In 2026, we incurred $21 million in Marketing and selling expenses related to this initiative. In 2025, we incurred $20 million in Marketing and selling expenses and $1 million in Administrative expenses related to this initiative. In 2024, we incurred $5 million in Marketing and selling expenses related to this initiative. As of August 2, 2026, we have incurred $46 million in Marketing and selling expenses and $1 million in Administrative expenses related to this initiative.

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.

Operating Activities

We generated cash flows from operations of $1.039 billion in 2026, compared to $1.131 billion in 2025. The decline in 2026 was primarily due to lower cash earnings, partially offset by changes in working capital.

We generated cash flows from operations of $1.131 billion in 2025, compared to $1.185 billion in 2024. The decline in 2025 was primarily due to changes in working capital.

We had negative working capital of $616 million as of August 2, 2026, and $674 million as of August 3, 2025. Current assets were less than current liabilities, which included debt maturing in one year, due to a focus on lowering core working capital requirements. Total debt maturing within one year was $977 million as of August 2, 2026, and $762 million as of August 3, 2025. We have $500 million aggregate principal amount of senior notes maturing in March 2027 that we expect to repay and/or refinance using available resources, which may include accessing the capital markets, using cash on hand, commercial paper and/or our revolving credit facility.

As part of our focus to lower core working capital requirements, we have worked with our suppliers to optimize our terms and conditions, including the extension of payment terms. Our current payment terms with our suppliers, which we deem to be commercially reasonable, generally range from 0 to 120 days. We also maintain agreements with third-party administrators that allow participating suppliers to track payment obligations from us, and, at the sole discretion of the supplier, sell those payment obligations to participating financial institutions. Our obligations to our suppliers, including amounts due and scheduled payment terms, are not impacted. Supplier participation in these agreements is voluntary. We have no economic interest in a supplier’s decision to enter into these agreements and no direct financial relationship with the financial institutions regarding these transactions. We have not pledged assets as security or provided any guarantees in connection with these arrangements. The payment of these obligations is included in cash provided by operating activities in the Consolidated Statements of Cash Flows. Our outstanding obligations confirmed as valid under these programs, which are included in Accounts payable on the Consolidated Balance Sheets, were $241 million at August 2, 2026, and $240 million at August 3, 2025.

Investing Activities

Capital expenditures were $361 million in 2026, $426 million in 2025 and $517 million in 2024. Capital expenditures are expected to total approximately $300 million in 2027. Capital expenditures in 2026 included network optimization for our

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Meals & Beverages business, information technology projects and wastewater initiatives. Capital expenditures in 2025 included network optimization for our Meals & Beverages business, chip and cracker capacity expansion for our Snacks business and enhancements to our headquarters in Camden, New Jersey. Capital expenditures in 2024 included chip and cracker capacity expansion for our Snacks business, upgrades of assets across both segments of the business, enhancements to our headquarters in Camden, New Jersey and network optimization for our Meals & Beverages business.

In Snacks, we have a direct-store-delivery distribution model that uses independent contractor distributors. From time to time, we purchase and sell routes, including certain routes under our optimization initiatives. The purchase and sale proceeds of the routes are reflected in investing activities.

On May 4, 2026, we acquired the 49% interests in La Regina and paid cash of $146 million and acquired cash of $147 million at closing.

On March 12, 2024, we completed the acquisition of Sovos Brands. Cash consideration was $2.857 billion. The acquisition was funded through the 2024 DDTL Credit Agreement of $2 billion and cash on hand.

On February 24, 2025, we sold the noosa yoghurt business for $188 million, subject to certain customary purchase price adjustments, which resulted in $5 million of additional proceeds in the first quarter of 2026. On August 26, 2024, we sold our Pop Secret popcorn business for $70 million.

Financing Activities

Dividend payments were $470 million in 2026, $459 million in 2025 and $445 million in 2024. Annual dividends declared were $1.56 per share in 2026, $1.54 per share in 2025, and $1.48 per share in 2024. The 2026 fourth quarter dividend was $.39 per share. The declaration of dividends is subject to the discretion of our Board and depends on various factors, including our net earnings, financial condition, cash requirements, future prospects and other factors that our Board deems relevant to its analysis and decision making. Effective September 3, 2026, the Board of Directors reset the quarterly dividend and declared a regular quarterly dividend of $.25 per share payable on November 2, 2026 to shareholders of record at the close of business on October 1, 2026.

In September 2021, the Board approved a strategic share repurchase program of up to $500 million (September 2021 program). The September 2021 program has no expiration date, but it may be suspended or discontinued at any time. Repurchases under the September 2021 program may be made in open-market or privately negotiated transactions. In September 2024, the Board authorized a new anti-dilutive share repurchase program of up to $250 million (September 2024 program) to offset the impact of dilution from shares issued under our stock compensation programs. The September 2024 program has no expiration date, but it may be suspended or discontinued at any time. Repurchases under the September 2024 program may be made in open-market or privately negotiated transactions. The September 2024 program replaced an anti-dilutive share repurchase program of up to $250 million that was approved by the Board in June 2021 and has been terminated. In 2026, 2025, and 2024, we repurchased 805 thousand shares at a cost of $26 million, 1.303 million shares at a cost of $62 million and 1.56 million shares at a cost of $67 million, respectively, pursuant to our anti-dilutive share repurchase program. As of August 2, 2026, approximately $172 million remained available under the September 2024 program and approximately $301 million remained under the September 2021 program. We have not repurchased shares under either program since January 2026 and do not anticipate repurchasing shares under either program in 2027. See Note 17 to the Consolidated Financial Statements and "Market for Registrant's Capital Stock, Related Shareholder Matters and Issuer Purchases of Equity Securities" for additional information.

On November 15, 2022, we entered into a delayed draw term loan credit agreement (the 2022 DDTL Credit Agreement) totaling up to $500 million scheduled to mature on November 15, 2025. We borrowed $500 million under the 2022 DDTL Credit Agreement in March 2023. The $500 million was repaid as described below.

On October 10, 2023, we entered into the 2024 DDTL Credit Agreement totaling up to $2 billion scheduled to mature on October 8, 2024. On March 12, 2024, we borrowed $2 billion under the 2024 DDTL Credit Agreement and used the proceeds in order to fund the acquisition of Sovos Brands, along with the fees and expenses incurred in connection therewith. The $2 billion was repaid in full as described below.

In August 2023, we filed a registration statement (the 2023 Registration Statement) with the SEC that registered an indeterminate amount of debt securities. In August 2026, we filed a registration statement (the 2026 Registration Statement) with the SEC that registered an indeterminate amount of debt securities, capital stock, preferred stock, warrants, purchase contracts and units. Under the 2026 Registration Statement, we may issue these securities from time to time, depending on market conditions.

On March 19, 2024, pursuant to the 2023 Registration Statement, we issued senior unsecured notes of $2.5 billion, consisting of:

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•$400 million aggregate principal amount of notes bearing interest at a fixed rate of 5.30% per annum, due March 20, 2026, with interest payable semi-annually on each of March 20 and September 20 commencing September 20, 2024;

•$500 million aggregate principal amount of notes bearing interest at a fixed rate of 5.20% per annum, due March 19, 2027, with interest payable semi-annually on each of March 19 and September 19 commencing September 19, 2024;

•$600 million aggregate principal amount of notes bearing interest at a fixed rate of 5.20% per annum, due March 21, 2029, with interest payable semi-annually on each of March 21 and September 21 commencing September 21, 2024; and

•$1 billion aggregate principal amount of notes bearing interest at a fixed rate of 5.40% per annum, due March 21, 2034, with interest payable semi-annually on each of March 21 and September 21 commencing September 21, 2024.

The notes contain customary covenants and events of default. If a change of control triggering event occurs, we will be required to offer to purchase the notes at a purchase price equal to 101% of the principal amount plus accrued and unpaid interest, if any, to the purchase date. We used the net proceeds from the sale of the notes to repay the $2 billion of outstanding borrowings under the 2024 DDTL Credit Agreement used to fund the Sovos Brands acquisition, including fees and expenses in connection therewith, and the remainder of the net proceeds to repay commercial paper.

On April 5, 2024, we repaid $100 million of the $500 million outstanding under the 2022 DDTL Credit Agreement due November 15, 2025. The remaining $400 million was repaid in October 2024 and November 2024 as described below.

On October 2, 2024, pursuant to the 2023 Registration Statement, we completed the issuance of senior unsecured notes of $1.15 billion, consisting of:

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

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

The notes contain customary covenants and events of default. If a change of control triggering event occurs, we will be required to offer to purchase the notes at a purchase price equal to 101% of the principal amount plus accrued and unpaid interest, if any, to the purchase date. In October 2024, we used a portion of the net proceeds from the issuance of the notes to repay $200 million of the $400 million outstanding under the 2022 DDTL Credit Agreement due November 15, 2025 and a portion of our outstanding commercial paper. In November 2024, we repaid the remaining $200 million outstanding under the 2022 DDTL Credit Agreement. In March 2025, we used a portion of the net proceeds from the issuance of the notes along with cash on hand and the issuance of commercial paper to repay a $1.15 billion aggregate principal amount of senior notes that matured in March 2025.

On December 15, 2025, pursuant to the 2023 Registration Statement, we completed the issuance of senior unsecured notes, consisting of $550 million aggregate principal amount of notes bearing interest at a fixed rate of 4.55% per annum, due March 21, 2031, with interest payable semi-annually on each of March 21 and September 21 commencing March 21, 2026. The notes contain customary covenants and events of default. If a change of control triggering event occurs, we will be required to offer to purchase the notes at a purchase price equal to 101% of the principal amount plus accrued and unpaid interest, if any, to the purchase date. We used a portion of the net proceeds from the issuance of the notes to repay a portion of our outstanding commercial paper and used the remaining proceeds to repay existing indebtedness and for general corporate purposes. In March 2026, we used a portion of the net proceeds from the issuance of the notes along with cash on hand and the issuance of commercial paper to repay $400 million aggregate principal amount of senior notes that matured in March 2026.

On April 16, 2024, we terminated our existing revolving credit facility dated September 27, 2021 (as amended on April 4, 2023). On April 16, 2024, we entered into a Five-Year Credit Agreement for an unsecured, senior revolving credit facility (the 2024 Revolving Credit Facility Agreement) in an aggregate principal amount equal to $1.85 billion with a maturity date of April 16, 2029, or such later date as extended pursuant to the terms set forth in the 2024 Revolving Credit Facility Agreement. On August 5, 2025, we entered into an Extension Agreement to extend the maturity date of the 2024 Revolving Credit Facility Agreement by one year from April 16, 2029 to April 16, 2030. On September 16, 2026, we entered into an Extension Agreement to further extend the maturity date of the 2024 Revolving Credit Facility Agreement by one year from April 16, 2030 to April 16, 2031. The 2024 Revolving Credit Facility Agreement remained unused at August 2, 2026, except for $1 million of standby letters of credit that we issued under it. We may increase the 2024 Revolving Credit Facility Agreement commitments up to an additional $500 million, subject to the satisfaction of certain conditions. Loans under the 2024 Revolving Credit Facility Agreement will bear interest at the rates specified in the 2024 Revolving Credit Facility Agreement, which vary based on the type of loan and certain other conditions. The 2024 Revolving Credit Facility Agreement

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facility contains customary covenants, including a financial covenant with respect to a minimum consolidated interest coverage ratio of consolidated adjusted EBITDA to consolidated interest expense of not less than 3.25:1.00 and customary events of default for credit facilities of this type. The facility supports our commercial paper program and other general corporate purposes. We 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.

As of August 2, 2026, we had $977 million of short-term borrowings due within one year, of which $373 million was comprised of commercial paper borrowings. As of August 2, 2026, we issued $45 million of standby letters of credit. We have $500 million aggregate principal amount of senior notes maturing in March 2027 that we expect to repay and/or refinance using available resources, which may include accessing the capital markets, using cash on hand, commercial paper and/or our revolving credit facility.

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

CONTRACTUAL OBLIGATIONS AND OTHER COMMITMENTS

Contractual Obligations

We have short- and long-term material cash requirements related to our contractual obligations that arise in the normal course of business. In addition to principal and interest payments on our outstanding debt obligations, our contractual obligations primarily consist of purchase commitments, lease payments and pension and postretirement benefits.

See Note 14 to the Consolidated Financial Statements for a summary of our principal payments for short-term borrowings and long-term debt obligations as of August 2, 2026. Interest payments primarily for short-term borrowings and long-term debt as of August 2, 2026 are approximately as follows: $310 million in 2027; $513 million in 2028 through 2029; $395 million in 2030 through 2031; and $1.68 billion from 2032 through maturity. Interest payments are based on principal amounts and coupons or contractual rates at fiscal year end.

Purchase commitments represent purchase orders and long-term purchase arrangements related to the procurement of ingredients, supplies, machinery, equipment, contract manufacturing and services. As of August 2, 2026, purchase commitments totaled approximately $2.014 billion. Approximately $1.408 billion of these purchase commitments will be settled in the ordinary course of business in the next 12 months and the balance of $606 million from 2028 through 2034.

See Note 12 to the Consolidated Financial Statements for a summary of our lease obligations as of August 2, 2026.

As of August 2, 2026, we have a pension liability of $94 million and a postretirement benefit obligation of $115 million. As of August 2, 2026, we also have a pension asset of $125 million based on the funded status of certain plans. See Note 11 to the Consolidated Financial Statements and "Critical Accounting Estimates" for further discussion of our pension and postretirement benefit obligations.

Off-Balance Sheet Arrangements and Other Commitments

We guarantee approximately 4,600 bank loans made to independent contractor distributors by third-party financial institutions for the purchase of distribution routes. The maximum potential amount of the future payments under existing guarantees we could be required to make is $598 million as of August 2, 2026. Our guarantees are indirectly secured by the distribution routes. We do not expect that we will be required to make material guarantee payments as a result of defaults on the bank loans guaranteed.

These obligations and commitments impact our liquidity and capital resource needs. 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.

MARKET RISK SENSITIVITY

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. We manage our foreign currency exposures by utilizing foreign exchange forward and option contracts. We enter into foreign exchange forward and option contracts for periods consistent with related underlying exposures, and the contracts do not constitute positions independent of those exposures. We manage our exposure to changes in interest rates by optimizing the use of variable-rate and fixed-rate debt and we may utilize interest rate swaps in order to maintain our variable-to-total debt ratio within targeted guidelines. 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, natural gas, aluminum, cocoa, diesel fuel, corn, soybean oil, and soybean meal. We do not enter into derivative contracts for speculative purposes and do not use leveraged instruments.

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The information below summarizes our market risks associated with significant financial instruments as of August 2, 2026. Fair values included herein have been determined based on quoted market prices or pricing models using current market rates. The information presented below should be read in conjunction with Notes 14, 15 and 16 to the Consolidated Financial Statements.

We are exposed to foreign currency exchange risk, primarily the Canadian dollar related to intercompany transactions and the Euro related to transactions with La Regina. We acquired our 49% ownership interests in La Regina on May 4, 2026. We utilize foreign exchange forward and option contracts to hedge these exposures. The notional amounts of the contracts as of August 2, 2026, and August 3, 2025, were $325 million and $596 million, respectively. The aggregate fair value of all contracts was a gain of $6 million as of August 2, 2026, and a loss of $1 million as of August 3, 2025. A hypothetical 10% fluctuation in exchange rates would impact the fair value of our outstanding foreign exchange contracts by approximately $12 million as of August 2, 2026, and $32 million as of August 3, 2025, which would generally be offset by inverse changes on the underlying hedged items.

As of August 2, 2026, we had outstanding variable-rate debt of $472 million with an average interest rate of 3.94%. As of August 3, 2025, we had outstanding variable-rate debt of $332 million with an average interest rate of 4.69%. A hypothetical 100-basis-point increase in average interest rates applied to our variable-rate debt balances throughout 2026 and 2025 would have increased annual interest expense in both years by approximately $3 million.

As of August 2, 2026, we had outstanding fixed-rate debt of $6.747 billion with a weighted average interest rate of 4.52%. As of August 3, 2025, we had outstanding fixed-rate debt of $6.583 billion with a weighted average interest rate of 4.57%. The fair value of fixed-rate debt was $6.094 billion as of August 2, 2026 and $6.213 billion as of August 3, 2025. As of August 2, 2026, and August 3, 2025, a hypothetical 100-basis-point increase in interest rates would decrease the fair value of our fixed-rate debt by approximately $291 million and $367 million, respectively, while a hypothetical 100-basis-point decrease in interest rates would increase the fair value of our fixed-rate debt by approximately $391 million and $417 million, respectively. The impact of market interest rate fluctuations on our long-term debt does not affect our results of operations or financial position.

We manage our exposure to changes in interest rates by optimizing the use of variable-rate and fixed-rate debt. From time to time, we may use interest rate swaps in order to maintain our variable-to-total debt ratio within targeted guidelines. We manage our exposure to interest volatility on future debt issuances by entering into forward starting interest rate swaps or treasury lock contracts to hedge the rate on the interest payments related to the anticipated debt issuance. There were no forward starting interest rate swaps or treasury lock contracts outstanding as of August 2, 2026 and August 3, 2025. In conjunction with the issuance of senior unsecured notes on October 2, 2024, due on March 23, 2035, we settled forward starting interest rate swaps with a notional amount of $700 million at a gain of less than $1 million. We settled forward starting interest rate swaps with a notional amount of $1.1 billion in March 2024 at a loss of $11 million. The gains and losses on these instruments were recorded in other comprehensive income (loss) and will be recognized in Interest expense over the respective lives of the debt.

During the second quarter of 2026, we entered into fixed-to-floating interest rate swaps accounted for as fair-value hedges. These instruments have a notional amount of $600 million and effectively convert a portion of our $800 million 4.75% Notes due March 23, 2035 from fixed-rate to variable-rate debt. The fair value of the instruments was a loss of $26 million as of August 2, 2026. There were no fixed-to-floating interest rate swaps outstanding as of August 3, 2025. Based on a hypothetical 100-basis-point increase in interest rates, the estimated fair value of the instruments would decrease by approximately $42 million with an offsetting change in the fair value of the hedged portion of long-term debt.

We enter into commodity futures, options and swap contracts, and a supply contract under which prices for certain raw materials are established based on anticipated volume requirements to reduce the volatility of price fluctuations for commodities. As of August 2, 2026, the total notional amount of the contracts was $189 million, and the aggregate fair value of the contracts was a gain of $6 million. As of August 3, 2025, the total notional amount of the contracts was $233 million, and the aggregate fair value of the contracts was a gain of $1 million. A hypothetical 10% fluctuation in commodity prices would impact the fair value of our outstanding commodity contracts by approximately $20 million as of August 2, 2026, and $23 million as of August 3, 2025, which would generally be offset by inverse changes on the underlying hedged items.

We enter into swap contracts which hedge a portion of exposures relating to the total return of certain deferred compensation obligations. The notional amount of the contracts was $83 million as of August 2, 2026, and $76 million as of August 3, 2025. The fair value of the contracts was a gain of $1 million as of August 2, 2026 and August 3, 2025. A hypothetical 10% fluctuation in equity price changes would impact the fair value of our outstanding swap contracts by approximately $8 million as of August 2, 2026 and August 3, 2025, which would generally be offset by inverse changes on the underlying hedged items.

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CRITICAL 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. See Note 1 to the Consolidated Financial Statements for a discussion of significant accounting policies. The following areas all require the use of subjective or complex judgments, estimates and assumptions:

Trade and consumer promotion programs — We offer various sales incentive programs to customers and consumers, such as feature price discounts, in-store display incentives, cooperative advertising programs, new product introduction fees and coupons. The mix between these forms of variable consideration, which are classified as reductions in revenue and recognized upon sale, and advertising or other marketing activities, which are classified as marketing and selling expenses, fluctuates between periods based on our overall marketing plans. The measurement and recognition of the costs for trade and consumer promotion programs involves the use of judgment related to performance and redemption estimates. Estimates are made based on historical experience and other factors, including expected volume. Typically, programs that are offered have a very short duration. Historically, the difference between actual experience compared to estimated redemptions and performance has not been significant to the quarterly or annual financial statements. Differences between estimates and actual costs are recognized as a change in estimate in a subsequent period. However, actual expenses may differ if the level of redemption rates and performance were to vary from estimates. Accrued trade and consumer promotion liabilities as of August 2, 2026 and August 3, 2025 were $159 million.

Valuation of long-lived assets — Fixed assets and amortizable intangible assets are reviewed for impairment as events or changes in circumstances occur indicating that the carrying value of the asset may not be recoverable. Undiscounted cash flow analyses are used to determine if the carrying amount of the asset is recoverable. If impairment is determined to exist, the charge is calculated based on estimated fair value.

Goodwill and intangible assets deemed to have indefinite lives are not amortized but rather are tested at least annually in the fourth quarter for impairment, or more often if events or changes in circumstances indicate that the carrying amount of the asset may be impaired.

Goodwill is tested for impairment at the reporting unit level. A reporting unit represents an operating segment or a component of an operating segment. Goodwill is tested for impairment by either performing a qualitative evaluation or a quantitative test. The qualitative evaluation is an assessment of factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount, including goodwill. We may elect not to perform the qualitative assessment for some or all reporting units and perform a quantitative impairment test. Fair value is determined based on discounted cash flow analyses. The discounted estimates of future cash flows include significant management assumptions such as revenue growth rates, operating margins, weighted average costs of capital and future economic and market conditions. If the carrying value of the reporting unit exceeds fair value, goodwill is considered impaired. An impairment charge is recognized for the amount by which the carrying value of the reporting unit exceeds fair value, limited to the amount of goodwill in the reporting unit.

Indefinite-lived intangible assets are tested for impairment by comparing the fair value of the asset to the carrying value. Fair value is determined using a relief from royalty valuation method based on discounted cash flow analyses that include significant management assumptions such as revenue growth rates, weighted average costs of capital and assumed royalty rates. If the carrying value exceeds fair value, an impairment charge will be recorded to reduce the asset to fair value.

2024 Assessments

In the fourth quarter of 2024, we recognized an impairment charge of $53 million on certain salty snacks and cookie trademarks within our Snacks segment, including Tom’s, Jays, Kruncher’s, O-Ke-Doke, Stella D’oro and Archway, collectively referred to as our "Allied brands." In 2024, sales and operating performance were below expectations due in part to competitive pressure and reduced margins. In the fourth quarter of 2024, based on recent performance and the reevaluation of the position of the Allied brands within our portfolio, we lowered our near-term and long-term outlook for future sales and operating performance, reducing the carrying value of the trademarks to $43 million.

In the fourth quarter of 2024, we performed an impairment assessment on the assets in our Pop Secret popcorn business within our Snacks segment as sales and operating performance were below expectations due in part to competitive pressure and reduced margins, and as we pursued divesting the business. As a result of these factors, in the fourth quarter of 2024, we lowered our long-term outlook for the business and recognized an impairment charge of $76 million on the trademark, reducing the carrying value of the trademark to $28 million. The sale of the business was completed on August 26, 2024.

2025 Assessments

During the second quarter of 2025, we performed an interim impairment assessment on our Allied brands trademarks as

36

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

During the second quarter of 2025, we performed an interim impairment assessment on the Late July trademark within our Snacks segment as our sales performance was below expectations. In the second quarter of 2025, based on recent performance, we lowered our long-term outlook and recognized an impairment charge of $11 million on the trademark, reducing the carrying value to $47 million.

During the third quarter of 2025, we performed an interim impairment assessment on the Snyder's of Hanover trademark within our Snacks segment as our sales and operating performance were below expectations. In the third quarter of 2025, based on recent performance, we lowered our long-term outlook and recognized an impairment charge of $150 million on the trademark, reducing the carrying value to $470 million.

2026 Assessments

As of August 2, 2026, the carrying value of goodwill was $5.321 billion. Based on our assessments, all of our reporting units had fair values that significantly exceeded carrying values.

In the fourth quarter of 2026, based on recent performance, we recognized impairment charges on the Kettle Brand and Cape Cod trademarks. In 2026, sales and operating performance were below expectations due in part to competitive pressures and reduced margins. As a result, we lowered our near-term and long-term outlook for future sales and operating performance. We recognized an impairment charge of $60 million on the Kettle Brand trademark, reducing the carrying value to $258 million, and an impairment charge of $57 million on the Cape Cod trademark, reducing the carrying value to $130 million.

As of August 2, 2026, the carrying value of indefinite-lived trademarks was $3.561 billion as detailed below:

[[GREPCENT_TABLE]]
[["(Millions)"],["Rao's","$","1,470"],["Snyder's of Hanover","470"],["Lance","350"],["Pace","292"],["Pacific Foods","280"],["Kettle Brand","258"],["Cape Cod","130"],["Various other Snacks(1)","311"],["Total","$","3,561"]]
[[/GREPCENT_TABLE]]

_____________________________________

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

As of the 2026 annual impairment testing, indefinite-lived trademarks with approximately 10% or less of excess coverage of fair value over carrying value had an aggregate carrying value of $1.225 billion and included the Snyder's of Hanover, Pace, Kettle Brand, Cape Cod, Late July and Allied brands trademarks. Although assumptions are generally interdependent and do not change in isolation, sensitivities to changes are provided below. Holding all other assumptions in our 2026 impairment testing constant, changes in the assumptions below would reduce fair value of trademarks and result in impairment charges of approximately:

[[GREPCENT_TABLE]]
[["(Millions)","","","","Snyder's of Hanover","","Lance","","","","","","Pace","","","Kettle Brand","","","","Cape Cod","","Late July","","Allied brands"],["1% increase in the weighted-average cost of capital","","","","$","60","","","$","10","","","","","","","$","20","","","","$","45","","","","","$","25","","","$","5","","","$","5"],["1% reduction in revenue growth","","","","$","10","","","$","\u2014","","","","","","","$","\u2014","","","","$","20","","","","","$","10","","","$","\u2014","","","$","\u2014"],["1% decrease in royalty rate","","","","$","35","","","$","\u2014","","","","","","","$","10","","","","$","55","","","","","$","45","","","$","25","","","$","10"]]
[[/GREPCENT_TABLE]]

While the 1% changes in assumptions would not result in impairment charges on our other trademarks, some changes would result in a fair value exceeding carrying value by less than 10% for the Rao's and Pacific Foods trademarks.

The estimates of future cash flows used in impairment testing involve significant management judgment, and are based upon assumptions about expected future operating performance, assumed royalty rates, economic conditions, market conditions and cost of capital. Inherent in estimating the future cash flows are uncertainties beyond our control, such as changes in capital markets. The actual cash flows could differ materially from management’s estimates due to changes in business conditions,

37

operating performance and economic conditions, including from the potential impact of tariffs, shifting global trade policies and geopolitical conflicts. If our assumptions change or market conditions decline, potential impairment charges could result.

See also Note 7 to the Consolidated Financial Statements for additional information on goodwill and intangible assets.

Pension and postretirement benefits — We provide certain pension and postretirement benefits to employees and retirees. Determining the cost associated with such benefits is dependent on various actuarial assumptions, including discount rates, expected return on plan assets, compensation increases, turnover rates and health care trend rates. Independent actuaries, in accordance with accounting principles generally accepted in the United States, perform the required calculations to determine expense. Actuarial gains and losses are recognized immediately in Other expenses / (income) in the Consolidated Statements of Earnings as of the measurement date, which is our fiscal year end, or more frequently if an interim remeasurement is required. We use the fair value of plan assets to calculate the expected return on plan assets.

In establishing the discount rate, we review published market indices of high-quality debt securities, adjusted as appropriate for duration. In addition, independent actuaries apply high-quality bond yield curves to the expected benefit payments of the plans. We use a full yield curve approach to estimate service cost and interest cost by applying the specific spot rates along the yield curve used to determine the benefit obligation of the relevant projected cash flows.

The expected return on plan assets is a long-term assumption based upon historical experience and expected future performance, considering our current and projected investment mix. This estimate is based on an estimate of future inflation, long-term projected real returns for each asset class and a premium for active management. Within any given fiscal period, significant differences may arise between the actual return and the expected return on plan assets. Gains and losses resulting from differences between actual experience and the assumptions are determined at each measurement date.

As of August 2, 2026, we have a pension liability of $94 million and a postretirement benefit obligation of $115 million. As of August 2, 2026, we also have a pension asset of $125 million based on the funded status of certain plans.

Net periodic pension and postretirement benefit expense (income) and actuarial losses (gains) included within net periodic pension and benefit expense (income) were as follows:

[[GREPCENT_TABLE]]
[["(Millions)","2026","","2025","","2024"],["Total net periodic pension and postretirement benefit expense (income)","$","8","","","$","24","","","$","39"],["Actuarial losses (gains)","$","(18)","","","$","24","","","$","33"]]
[[/GREPCENT_TABLE]]

The actuarial gains recognized in 2026 were primarily due to increases in the discount rates used to determine the benefit obligation and the gain from an annuity settlement, partially offset by plan experience and gains on plan assets that were less than the expected return. The actuarial losses recognized in 2025 were primarily due to gains on plan assets that were less than the expected return, partially offset by increases in the discount rates used to determine the benefit obligation and plan experience. The actuarial losses recognized in 2024 were primarily due to decreases in discount rates used to determine the benefit obligation and plan experience, partially offset by gains on plan assets.

Significant weighted-average assumptions as of the end of the year were as follows:

[[GREPCENT_TABLE]]
[["","2026","","2025","","2024"],["Pension"],["Discount rate for benefit obligations","5.86%","","5.41%","","5.28%"],["Expected return on plan assets","6.62%","","6.63%","","6.40%"],["Postretirement"],["Discount rate for obligations","5.73%","","5.26%","","5.23%"]]
[[/GREPCENT_TABLE]]

Based on benefit obligations and plan assets as of August 2, 2026, estimated sensitivities to 2027 annual net periodic pension and postretirement cost are as follows:

•a 50-basis-point increase in the discount rate would result in expense of approximately $4 million and would result in an immediate actuarial gain recognition of approximately $33 million;

•a 50-basis-point decline in the discount rate would result in income of approximately $4 million and would result in an immediate actuarial loss recognition of approximately $35 million; and

•a 50-basis-point reduction in the estimated return on assets assumption would result in expense of approximately $5 million.

Contributions to pension plans were not material in 2026, 2025 and 2024 and are not expected to be material in 2027.

See also Note 11 to the Consolidated Financial Statements for additional information on pension and postretirement benefits.

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Income taxes — The effective tax rate reflects statutory tax rates, tax planning opportunities available in the various jurisdictions in which we operate and management’s estimate of the ultimate outcome of various tax audits and issues. Significant judgment is required in determining the effective tax rate and in evaluating tax positions. Income taxes are recorded based on amounts refundable or payable in the current year and include the effect of deferred taxes. Deferred tax assets and liabilities are recognized for the future impact of differences between the financial statement carrying amounts of assets and liabilities and their respective tax bases, as well as for operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those differences are expected to be recovered or settled. Valuation allowances are established for deferred tax assets when it is more likely than not that a tax benefit will not be realized.

See also Notes 1 and 13 to the Consolidated Financial Statements for further discussion on income taxes.

RECENT ACCOUNTING PRONOUNCEMENTS

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

CAUTIONARY FACTORS THAT MAY AFFECT FUTURE RESULTS

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," "could," "estimate," "expect," "intend," "may," "plan," "pursue," "seek," "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 Part 1, Item 1A and elsewhere in this Report, or in our other SEC filings, 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:

•declines or volatility in financial markets, deteriorating economic conditions and other external factors, including the impact of geopolitical conflicts and the impact and application of new or changes to existing governmental laws, regulations, and policies;

•the risks associated with tariff actions taken by the U.S. and reciprocal tariffs by its trading partners;

•the risks related to the availability of, and cost inflation in, supply chain inputs, including raw materials, packaging materials, energy, logistics, finished products and labor, including those related to ongoing geopolitical conflicts and tariffs;

•disruptions in or inefficiencies to our supply chain and/or operations, including reliance on key contract manufacturer and supplier relationships;

•our ability to execute on and realize the expected benefits from our strategy, including sales growth in and/or maintenance of our market share position in snacks, soups, sauces and beverages;

•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;

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

•the risks related to the La Regina transaction, including that the benefits from the transaction may not be fully realized or may take longer or cost more to be realized than expected;

•our ability to realize projected cost savings and benefits from cost savings initiatives and integration efforts in light of recent acquisitions and strategic investments;

•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;

•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;

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•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;

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

•our indebtedness and ability to pay such indebtedness;

•a change in outlook or downgrade in our public credit ratings;

•impairment to goodwill or other intangible assets;

•our ability to protect our intellectual property rights;

•our ability to attract and retain key talent;

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

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

•unforeseen business disruptions or other impacts due to political instability, civil disobedience, terrorism, geopolitical conflicts, extreme weather conditions, natural disasters, pandemics or other outbreaks of disease 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, except as required by law.