0000016732false00000167322024-12-012024-12-01

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report
(Date of Earliest Event Reported):
December 1, 2024
TCC logo_V_red.jpg
THE CAMPBELL'S COMPANY
(Exact name of registrant as specified in its charter)
New Jersey1-382221-0419870
(State or other jurisdiction of incorporation)(Commission File Number)(IRS Employer
Identification No.)
One Campbell Place
Camden, New Jersey 08103-1799
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (856) 342-4800
Campbell Soup Company
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Capital Stock, par value $.0375CPBThe Nasdaq Stock Market LLC
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐


Item 2.02 – Results of Operations and Financial Condition
On December 3, 2024, The Campbell's Company (the "Company") issued a press release announcing financial results for the quarter ended October 27, 2024, a copy of which is attached as Exhibit 99.1.

The information in this Item 2.02 and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 5.02 – Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(b) On December 1, 2024, Mark A. Clouse, President and Chief Executive Officer and a director of the Company, informed the Company that he would be retiring from those roles, effective January 31, 2025.

(c) On December 2, 2024, the Board of Directors of the Company (the "Board") elected Mick J. Beekhuizen, age 48, as the Company’s President and Chief Executive Officer, effective February 1, 2025.

Mr. Beekhuizen served as Executive Vice President and President, Meals & Beverages of the Company (2023-present) and Executive Vice President and Chief Financial Officer (2020-2023) of the Company. Prior to his employment with the Company, Mr. Beekhuizen was Executive Vice President and Chief Financial Officer, Chobani LLC (2016-2019).

In connection with his appointment as President and Chief Executive Officer, Mr. Beekhuizen will receive the following compensation:
(i)base salary of $1,200,000 per year;
(ii)target annual bonus for fiscal 2025 under the Company’s Annual Incentive Plan of 150% of base salary, pro rata, payable at the discretion of the Board and subject to the achievement of individual and Company performance goals and objectives; and
(iii)an annual long-term incentive target for fiscal 2026 of $7,500,000 under the Company’s Long-Term Incentive Program.

Mr. Beekhuizen will receive a long-term incentive grant of $2,240,000 on February 1, 2025, which will consist of 30% earnings per share (“EPS”) performance restricted stock units, 30% total-shareholder return (“TSR”) performance restricted stock units and 40% time-lapse restricted stock units. The EPS and TSR performance restricted stock units will vest, if at all, on September 30, 2027 based on the achievement of certain Company performance goals. The time-lapse restricted stock units will vest 1/3 per year, over a 3-year period, on each of September 30, 2025, September 30, 2026 and September 30, 2027.

Mr. Beekhuizen will also continue to participate in the Company’s standard employee benefit and retirement programs and receive $12,000 per quarter under the Personal Choice Program, which is further described in the Company’s 2024 Proxy Statement.

There are no transactions between the Company and Mr. Beekhuizen which would require disclosure under Item 404(a) of Regulation S-K.

(d) On December 2, 2024, the Board elected Mr. Beekhuizen as a director, effective as of February 1, 2025. Mr. Beekhuizen will not receive any additional compensation for his service as a director.

A copy of the Company’s press release announcing the above organizational changes is filed as Exhibit 99.2 to this Form 8-K.







Item 9.01 – Financial Statements and Exhibits

(d) Exhibits
99.1
99.2
104The cover page from this Current Report on Form 8-K formatted in Inline XBRL.




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

THE CAMPBELL'S COMPANY
                   (Registrant)
Date: December 3, 2024By:/s/ Charles A. Brawley, III
Charles A. Brawley, III
Executive Vice President, General Counsel and Corporate Secretary



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CAMPBELL'S REPORTS FIRST-QUARTER FISCAL 2025 RESULTS;
REAFFIRMS FULL-YEAR FISCAL 2025 GUIDANCE AND INCREASES QUARTERLY DIVIDEND
Board of Directors Elects Mick Beekhuizen President and Chief Executive Officer;
Mark Clouse Announces Plans to Retire

•Net Sales increased 10% to $2.8 billion and decreased 1% on an organic basis.
•Earnings Before Interest and Taxes (EBIT) were $367 million. Adjusted EBIT increased 6% to $432 million including the impact of the Sovos Brands, Inc. (Sovos Brands) acquisition.
•Earnings Per Share (EPS) were $0.72. Adjusted EPS decreased 2% to $0.89.
•Increases quarterly dividend by 5% to $0.39 per share.
•Reaffirms full-year fiscal 2025 guidance.

CAMDEN, N.J., Dec. 3, 2024—The Campbell's Company (NASDAQ:CPB) today reported results for its first-quarter fiscal 2025 ended October 27, 2024.

CEO Comments
Mark Clouse, Campbell’s President and CEO, said, "Our first-quarter results were largely aligned with our expectations. While navigating this dynamic consumer environment and uneven pace of category recovery, we remain agile, focusing on balancing investments and earnings to meet our commitments for this year and the long term. Our first quarter reflected our successful efforts to achieve that goal, as do our plans for the second quarter, which include the critical holiday season where we expect both top line and market share sequential improvement. We are maintaining our full-year guidance, with the upcoming second quarter being an important indicator of progress in meeting our expectations.” Clouse continued: “In addition, the Board of Directors approved a 5% increase in our quarterly dividend, showcasing our strong earnings, cash flow and confidence in our long-term growth potential.”

Three Months Ended
($ in millions, except per share)October 27, 2024October 29, 2023% Change
Net Sales
As Reported (GAAP)$2,772$2,51810%
Organic
(1)%
Earnings Before Interest and Taxes (EBIT)
As Reported (GAAP)$367$3583%
Adjusted$432$4076%
Diluted Earnings Per Share
As Reported (GAAP)$0.72$0.78(8)%
Adjusted $0.89$0.91(2)%


Note: A detailed reconciliation of the reported (GAAP) financial information to the adjusted financial information is included at the end of this news release.

Items Impacting Comparability
The table below presents a summary of items impacting comparability in each period. A detailed reconciliation of the reported (GAAP) financial information to the adjusted information is included at the end of this news release.
Diluted Earnings Per Share
Three Months Ended
October 27, 2024October 29, 2023
As Reported (GAAP)$0.72$0.78
Costs associated with cost savings and optimization initiatives$0.09$0.03
Commodity mark-to-market losses (gains)$(0.01)$0.04
Accelerated amortization$0.02$0.02
Cybersecurity incident costs (recoveries)$—$0.01
Charges associated with divestiture$0.06$—
Certain litigation expenses$—$0.01
Costs associated with acquisition$—$0.03
Adjusted*$0.89$0.91

*Numbers may not add due to rounding.

First-Quarter Results
Net sales in the quarter increased 10% to $2.8 billion driven by the benefit from the Sovos Brands acquisition, which is also referred to below as the acquisition. Organic net sales decreased 1% to $2.5 billion with flat volume / mix, and net price realization down 1%, as expected.

Gross profit increased to $867 million from $788 million. Gross profit margin of 31.3% was flat compared to prior year. Excluding items impacting comparability, adjusted gross profit increased to $871 million from $808 million. Adjusted gross profit margin decreased 70 basis points to 31.4% mainly driven by an approximate 60 basis-point impact of the acquisition. Excluding the impact of the acquisition, adjusted gross margin was down only modestly, driven by cost inflation and other supply chain costs and planned unfavorable net price realization, partially offset by supply chain productivity improvements and the benefits from cost savings initiatives.

Marketing and selling expenses, which represented approximately 9% of net sales, increased 13% to $250 million. Excluding items impacting comparability, adjusted marketing and selling expenses increased 10% to $241 million, primarily driven by the impact of the acquisition, partially offset by lower other marketing expenses.

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Administrative expenses increased 11% to $175 million. Excluding items impacting comparability, adjusted administrative expenses increased 9% to $164 million driven by higher general administrative costs and inflation and the impact of the acquisition, partially offset by the benefits from cost savings initiatives.

Other expenses were $43 million compared to $24 million. Excluding items impacting comparability, adjusted other expenses were $9 million compared to $8 million.

EBIT increased to $367 million from $358 million. Excluding items impacting comparability, adjusted EBIT increased 6% to $432 million primarily due to the contribution of the acquisition, partially offset by lower adjusted EBIT in the base business.

Net interest expense was $83 million compared to $48 million, primarily due to an increase in interest expense related to higher levels of debt. The effective tax rate was 23.2% compared to 24.5%. Excluding items impacting comparability, the adjusted effective tax rate decreased 70 basis points to 23.5% primarily due to excess tax benefits associated with stock-based compensation awards that vested in the quarter.

EPS decreased to $0.72 per share compared to $0.78 per share. Excluding items impacting comparability, adjusted EPS decreased 2% to $0.89 per share primarily reflecting the higher net interest expense, partially offset by the increase in adjusted EBIT. The acquisition was approximately neutral to first-quarter adjusted earnings per share.

Cash flow from operations was $225 million compared to $174 million primarily due to changes in working capital and higher cash earnings. Capital expenditures were $110 million compared to $143 million. In line with Campbell’s commitment to return value to its shareholders, the company paid $116 million of cash dividends and repurchased common stock of approximately $54 million.

Cost Savings Program
In the first quarter, Campbell's has delivered approximately $30 million of savings under the new $250 million cost savings program.

Share Repurchase
In September 2024, the company's Board of Directors approved an anti-dilutive share repurchase program of up to $250 million (September 2024 program) to offset the impact of dilution from shares issued under the stock compensation programs. Repurchases under the September 2024 program may be made in open-market or privately negotiated transactions. The September 2024 program replaced an
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antidilutive share repurchase program of up to $250 million that was approved by the Board of Directors in June 2021 and has been terminated. As of the end of the first quarter, the company had approximately $206 million remaining under its anti-dilutive share repurchase program, in addition to approximately $301 million remaining under its September 2021 strategic repurchase program.

Quarterly Dividend Increase
The company’s Board of Directors has approved an increase in its quarterly dividend from $0.37 per share to $0.39 per share, an increase of 5%, or $1.56 on an annualized basis. The quarterly dividend is payable on January 27, 2025, to shareholders of record at the close of business January 2, 2025.

CEO Transition
As announced in a separate press release earlier today, the Board of Directors elected Mick Beekhuizen as President and CEO and a Director, effective February 1, 2025, to succeed Mark Clouse who plans to retire as President and CEO and a Director effective January 31, 2025.

Full-Year Fiscal 2025 Guidance:
Based on the company's first quarter performance, Campbell's is re-affirming its full-year fiscal 2025 guidance provided on August 29, 2024. Guidance ranges reflect a balance between expected sequential progress and pragmatism as the company continues to navigate the dynamic consumer environment and uneven category recovery. The upper end of the range anticipates a quicker normalization of the consumer environment while the lower end of the range assumes a slower, more conservative pace of recovery.

Additional underlying guidance assumptions can be found in the accompanying investor presentation available at https://investor.thecampbellscompany.com/events-presentations, which will be published prior to the earnings conference call on December 4, 2024.

The full-year fiscal 2025 guidance presented below includes the full-year expected financial performance of the noosa yoghurt business and excludes any impact from the pending sale, which is expected to close in the first quarter of calendar year 2025 subject to customary closing conditions, including regulatory approvals. The company will update its guidance on its next regularly scheduled earnings conference call following the closing of the transaction.
    
FY2024 Results
FY2025 Guidance1
($ in millions, except per share)
Net Sales$9,636+9% to +11%
Organic Net Sales1
$9,5250% to 2%
Adjusted EBIT$1,454
*
+9% to +11%
Adjusted EPS$3.08
*
+1% to +4%
$3.12 to $3.22

* Adjusted - refer to the detailed reconciliation of the reported (GAAP) financial information to the adjusted financial information at the end of this news release.
1 Growth rate adjusted for Sovos Brands which was acquired on March 12, 2024, the impact of the 53rd week in fiscal 2025 and Pop Secret which was divested on August 26, 2024.
Note: A non-GAAP reconciliation is not provided for fiscal 2025 guidance as the company is unable to reasonably estimate the full-year financial impact of items such as actuarial gains or losses on pension and postretirement plans because these impacts are dependent on future changes in market conditions. The inability to predict the amount and timing of these future items makes a detailed reconciliation of these forward-looking financial measures impracticable.

Segment Operating Review
An analysis of net sales and operating earnings by reportable segment follows:
Three Months Ended October 27, 2024
($ in millions)
Meals & BeveragesSnacksTotal
Net Sales, as Reported$1,706$1,066$2,772
Volume/Mix1%(1)%—%
Net Price Realization(1)%(1)%(1)%
Organic Net Sales—%(2)%(1)%
Currency—%—%—%
Acquisition / (Divestiture)1
22%(2)%11%
% Change vs. Prior Year22%(4)%10%
Segment Operating Earnings$337$142
% Change vs. Prior Year17%(12)%

1 Reflects the incremental net sales associated with the Sovos Brands acquisition, which was completed on March 12, 2024, and the loss of net sales associated with the divestiture of the Pop Secret popcorn business, which was completed on August 26, 2024.
Note: A detailed reconciliation of the reported (GAAP) net sales to organic net sales is included at the end of this news release.

Meals & Beverages
Net sales in the quarter increased 22% driven by the benefit of the acquisition. Excluding the acquisition, organic net sales were comparable to prior year driven by gains in Prego pasta sauces, Canada and foodservice, offset by declines in U.S. soup. Favorable volume / mix of 1% was offset by lower net price
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realization. Sales of U.S. soup declined primarily due to movements in retailer inventory levels influenced by the later timing of the Thanksgiving holiday this year.

Operating earnings in the quarter increased 17%. The increase was primarily due to the benefit of the acquisition of Sovos Brands and lower marketing and selling expenses.

Snacks
Net sales in the quarter decreased 4%. Excluding the impact of the Pop Secret divestiture, organic net sales decreased 2% driven by declines in partner and contract brands, Pepperidge Farm cookies, Goldfish crackers and Late July snacks. Sales were impacted by volume / mix declines of 1% and lower net price realization of 1%.

Operating earnings in the quarter decreased 12% primarily due to lower gross profit. Gross profit decreased primarily due to the impact of cost inflation and other supply chain costs and lower net price realization, partially offset by supply chain productivity improvements.

Corporate
Corporate expense was $106 million in the quarter compared to $88 million. The increase was primarily due to the loss from the sale of the Pop Secret popcorn business and higher costs associated with cost savings and optimization initiatives, partially offset by unrealized mark-to-market gains on outstanding commodity hedges and costs associated with the acquisition in the prior year.

Conference Call and Webcast
Campbell's will host a conference call to discuss these results on Wednesday, December 4, 2024 at 8:00 a.m. Eastern Time. Participants calling from the U.S. & Canada may dial in using the toll-free phone number (800) 715-9871. Participants calling from outside the U.S. & Canada may dial in using phone number +1 (646) 307-1963. The conference access code is 7969519. In addition to dial-in, access to a live listen-only audio webcast and accompanying slide presentation, as well as a replay of the webcast, will be available at https://investor.thecampbellscompany.com/events-presentations.

Reportable Segments
The Campbell's Company earnings results are reported as follows:

Meals & Beverages, which consists of our soup, simple meals and beverages products in retail and foodservice in the U.S. and Canada. The segment includes the following products: Campbell’s condensed and ready-to-serve soups; Swanson broth and stocks; Pacific Foods broth, soups and non-dairy beverages; Prego pasta sauces; Pace Mexican sauces; Campbell’s
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gravies, pasta, beans and dinner sauces; Swanson canned poultry; V8 juices and beverages; Campbell’s tomato juice; and as of March 12, 2024, Rao's pasta sauces, dry pasta, frozen entrées, frozen pizza and soups; Michael Angelo's frozen entrées and pasta sauces; and noosa yogurts. The segment also includes snacking products in foodservice and Canada; and

Snacks, which consists of Pepperidge Farm cookies, crackers, fresh bakery and frozen products, including Goldfish crackers, Snyder’s of Hanover pretzels, Lance sandwich crackers, Cape Cod potato chips, Kettle Brand potato chips, Late July snacks, Snack Factory pretzel crisps, and other snacking products in retail in the U.S. The segment also includes the snacking and meals and beverages retail business in Latin America. The segment also included the results of our Pop Secret popcorn business, which was sold on August 26, 2024.

We refer to the following products as our “leadership brands”: Campbell’s condensed and ready-to-serve soups; Chunky soups; Swanson broth, stocks and canned poultry; Pacific Foods broth, soups and non-dairy beverages; Prego pasta sauces; Pace Mexican sauces; V8 juices and beverages; Rao's pasta sauces, dry pasta, frozen entrées, frozen pizza and soups; Pepperidge Farm cookies, crackers and fresh bakery; Goldfish crackers; Snyder’s of Hanover pretzels; Lance sandwich crackers; Cape Cod potato chips; Kettle Brand potato chips; Late July snacks; and Snack Factory pretzel crisps.

About The Campbell's Company
For 155 years, The Campbell’s Company (NASDAQ:CPB) has been connecting people through food they love. Headquartered in Camden, N.J. since 1869, generations of consumers have trusted us to provide delicious and affordable food and beverages. Today, the company is a North American focused brand powerhouse, generating fiscal 2024 net sales of $9.6 billion across two divisions: Meals & Beverages and Snacks. Our portfolio of 16 leadership brands includes: Campbell’s, Cape Cod, Chunky, Goldfish, Kettle Brand, Lance, Late July, Pace, Pacific Foods, Pepperidge Farm, Prego, Rao’s, Snack Factory pretzel crisps, Snyder’s of Hanover, Swanson and V8. For more information, visit www.thecampbellscompany.com.

INVESTOR CONTACT:MEDIA CONTACT:
Rebecca GardyJames Regan
(856) 342-6081(856) 219-6409
Rebecca_Gardy@campbells.comJames_Regan@campbells.com




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Forward-Looking Statements
This release contains “forward-looking statements” that reflect the company’s current expectations about the impact of its future plans and performance on the company’s business or financial results. These forward-looking statements, including any statements made regarding sales, EBIT and EPS guidance, rely on a number of assumptions and estimates that could be inaccurate, and which are subject to risks and uncertainties. The factors that could cause the company’s actual results to vary materially from those anticipated or expressed in any forward-looking statement include: the risk that the cost savings and any other synergies from the Sovos Brands, Inc. (“Sovos Brands”) transaction may not be fully realized or may take longer or cost more to be realized than expected, including that the Sovos Brands transaction may not be accretive within the expected timeframe or the extent anticipated; the risks related to the availability of, and cost inflation in, supply chain inputs, including labor, raw materials, commodities, packaging and transportation; the company’s ability to execute on and realize the expected benefits from its strategy, including growing sales in snacks and growing/maintaining its market share position in soup; the impact of strong competitive responses to the company’s 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; the ability to realize projected cost savings and benefits from cost savings initiatives and the integration of recent acquisitions; disruptions in or inefficiencies to the company’s supply chain and/or operations, including reliance on key contract manufacturer and supplier relationships; the risks related to the effectiveness of the company's hedging activities and the company's ability to respond to volatility in commodity prices; the company’s ability to manage changes to its organizational structure and/or business processes, including selling, distribution, manufacturing and information management systems or processes; changes in consumer demand for the company’s products and favorable perception of the company’s brands; changing inventory management practices by certain of the company’s key customers; a changing customer landscape, with value and e-commerce retailers expanding their market presence, while certain of the company’s key customers maintain significance to the company’s business; product quality and safety issues, including recalls and product liabilities; the possible disruption to the independent contractor distribution models used by certain of the company’s businesses, including as a result of litigation or regulatory actions affecting their independent contractor classification; the uncertainties of litigation and regulatory actions against the company; the costs, disruption and diversion of management’s attention associated with activist investors; a disruption, failure or security breach of the company’s or the company's vendors' information technology systems, including ransomware attacks; impairment to goodwill or other intangible assets; the company’s ability to protect its intellectual property rights; increased liabilities and costs related to the company’s defined benefit pension plans; the company’s ability to attract and retain key talent; goals and initiatives related to, and the impacts of, climate change, including from weather-related events; negative changes and volatility in financial and credit markets, deteriorating economic conditions and other external factors, including the impact of new
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or changes to existing governmental laws and regulations and their application; the company's indebtedness and ability to pay such indebtedness; 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; and other factors described in the company’s most recent Form 10-K and subsequent Securities and Exchange Commission filings. This discussion of uncertainties is by no means exhaustive but is designed to highlight important factors that may impact the company’s outlook. The company disclaims any obligation or intent to update forward-looking statements in order to reflect new information, events or circumstances after the date of this release.
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THE CAMPBELL'S COMPANY
CONSOLIDATED STATEMENTS OF EARNINGS (unaudited)
(millions, except per share amounts)
 Three Months Ended
 October 27, 2024October 29, 2023
Net sales$2,772 $2,518 
Costs and expenses
Cost of products sold1,905 1,730 
Marketing and selling expenses250 222 
Administrative expenses175 158 
Research and development expenses26 24 
Other expenses / (income)43 24 
Restructuring charges6 2 
Total costs and expenses2,405 2,160 
Earnings before interest and taxes367 358 
Interest, net83 48 
Earnings before taxes284 310 
Taxes on earnings66 76 
Net earnings218 234 
Net loss attributable to noncontrolling interests— — 
Net earnings attributable to The Campbell's Company$218 $234 
Per share - basic
Net earnings attributable to The Campbell's Company$.73 $.79 
Weighted average shares outstanding - basic298 298 
Per share - assuming dilution
Net earnings attributable to The Campbell's Company$.72 $.78 
Weighted average shares outstanding - assuming dilution301 299 

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THE CAMPBELL'S COMPANY
CONSOLIDATED SUPPLEMENTAL SCHEDULE OF SALES AND EARNINGS (unaudited)
(millions, except per share amounts)
 Three Months Ended 
 October 27, 2024October 29, 2023Percent
Change
Sales
Contributions:
Meals & Beverages$1,706 $1,404 22%
Snacks1,066 1,114 (4)%
Total sales$2,772 $2,518 10%
Earnings
Contributions:
Meals & Beverages$337 $287 17%
Snacks142 161 (12)%
Total operating earnings479 448 7%
Corporate income (expense)(106)(88)
Restructuring charges(6)(2)
Earnings before interest and taxes367 358 3%
Interest, net83 48 
Taxes on earnings66 76 
Net earnings218 234 (7)%
Net loss attributable to noncontrolling interests— — 
Net earnings attributable to The Campbell's Company$218 $234 (7)%
Per share - assuming dilution
Net earnings attributable to The Campbell's Company$.72 $.78 (8)%

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THE CAMPBELL'S COMPANY
CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited)
(millions)
 
October 27, 2024October 29, 2023
Current assets$3,137 $2,239 
Plant assets, net2,684 2,429 
Intangible assets, net9,725 7,085 
Other assets566 504 
Total assets$16,112 $12,257 
Current liabilities$3,465 $2,310 
Long-term debt6,705 4,500 
Other liabilities2,098 1,690 
Total equity3,844 3,757 
Total liabilities and equity$16,112 $12,257 
Total debt$7,917 $4,706 
Total cash and cash equivalents$808 $91 

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THE CAMPBELL'S COMPANY
CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)
(millions)
Three Months Ended
 October 27, 2024October 29, 2023
Cash flows from operating activities:
Net earnings$218 $234 
Adjustments to reconcile net earnings to operating cash flow
Restructuring charges6 2 
Stock-based compensation19 17 
Pension and postretirement benefit expense2 1 
Depreciation and amortization109 96 
Deferred income taxes(3)7 
Net loss on sale of business25 — 
Other35 29 
Changes in working capital, net of divestiture
Accounts receivable(211)(207)
Inventories(62)(52)
Other current assets(10)(29)
Accounts payable and accrued liabilities106 82 
Other(9)(6)
Net cash provided by operating activities225 174 
Cash flows from investing activities:
Purchases of plant assets(110)(143)
Purchases of route businesses(31)(4)
Sales of route businesses29 10 
Sale of business70 — 
Other(5)— 
Net cash used in investing activities(47)(137)
Cash flows from financing activities:
Short-term borrowings, including commercial paper668 1,103 
Short-term repayments, including commercial paper(883)(1,081)
Long-term borrowings1,144 — 
Long-term repayments(200)— 
Dividends paid(116)(114)
Treasury stock purchases(54)(28)
Payments related to tax withholding for stock-based compensation(27)(14)
Payments of debt issuance costs(9)— 
Other— (1)
Net cash provided by (used in) financing activities523 (135)
Effect of exchange rate changes on cash(1)— 
Net change in cash and cash equivalents700 (98)
Cash and cash equivalents — beginning of period108 189 
Cash and cash equivalents — end of period$808 $91 
    
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Reconciliation of GAAP to Non-GAAP Financial Measures
First Quarter Ended October 27, 2024
The Campbell's Company (the "company") uses certain non-GAAP financial measures as defined by the Securities and Exchange Commission in certain communications. These non-GAAP financial measures are measures of performance not defined by accounting principles generally accepted in the United States and should be considered in addition to, not in lieu of, GAAP reported measures. Management believes that also presenting certain non-GAAP financial measures provides additional information to facilitate comparison of the company's historical operating results and trends in its underlying operating results, and provides transparency on how the company evaluates its business. Management uses these non-GAAP financial measures in making financial, operating and planning decisions and in evaluating the company's performance. Management considers quantitative and qualitative factors in assessing whether to adjust for the impact of items that may be significant or that could affect an understanding of the company’s performance and trends in its underlying operating results. The adjustments on earnings may include but are not limited to items such as: unusual or non-recurring gains or charges; costs associated with cost savings and optimization initiatives; actuarial gains or losses on pension and postretirement plans; unrealized mark-to-market gains or losses on outstanding undesignated commodity hedges; gains or losses on the extinguishment of debt; gains or losses on divestitures; costs associated with acquisitions; impairment charges or accelerated amortization; certain litigation expenses or recoveries; and costs or recoveries related to a cybersecurity incident. Depending upon facts or circumstances, management may change these adjustments. When these adjustments change, the company will provide updated definitions of its non-GAAP financial measures. When items no longer impact the company’s current or future presentation of non-GAAP operating results, the company will remove these items from its non-GAAP definitions.    
Organic Net Sales
Organic net sales are net sales excluding the impact of currency, acquisitions and divestitures. Management believes that excluding these items, which are not part of the ongoing business, improves the comparability of year-to-year results. A reconciliation of net sales as reported to organic net sales follows.
Three Months Ended
October 27, 2024October 29, 2023% Change
(millions)Net Sales,
as
Reported		Impact of CurrencyImpact of AcquisitionOrganic Net SalesNet Sales,
as
Reported		Impact of DivestitureOrganic Net SalesNet Sales,
as
Reported		Organic Net Sales
Meals & Beverages$1,706 $1 $(310)$1,397 $1,404 $— $1,404 22%—%
Snacks1,066 — — 1,066 1,114 (21)1,093 (4)%(2)%
Total Net Sales$2,772 $1 $(310)$2,463 $2,518 $(21)$2,497 10%(1)%
Twelve Months Ended
July 28, 2024
(millions)Net Sales,
as
Reported		Impact of DivestitureOrganic Net Sales for
FY 2025 Guidance
Meals & Beverages$5,258 $— $5,258 
Snacks4,378 (111)4,267 
Total Net Sales$9,636 $(111)$9,525 
Items Impacting Earnings
Adjusted Net earnings are net earnings excluding the impact of costs associated with cost savings and optimization initiatives, unrealized mark-to-market gains or losses on outstanding undesignated commodity hedges, accelerated amortization, costs or recoveries related to a cybersecurity incident, actuarial gains or losses on pension and postretirement plans, gains or losses on divestitures, certain litigation expenses or recoveries, costs associated with acquisitions and impairment charges. Management believes that financial information excluding certain items that are not considered to reflect the ongoing operating results, such as those listed below, improves the comparability of year-to-year results. Consequently, management believes that investors may be able to better understand its results excluding these items.
The following items impacted earnings:
(1)The company has implemented several cost savings initiatives in recent years. In the first quarter of fiscal 2025, the company recorded Restructuring charges of $6 million and implementation costs and other related costs of $11 million in Administrative expenses, $8 million in Cost of products sold, $1 million in Marketing and selling expenses and $1 million in Research and development expenses related to these initiatives. In the first quarter of fiscal 2024, the company recorded Restructuring charges of $2 million and implementation costs and other related costs of $5 million
13

in Administrative expenses, $3 million in Cost of products sold, $2 million in Marketing and selling expenses and $1 million in Research and development expenses (aggregate impact of $10 million after tax, or $.03 per share) related to these initiatives. For the year ended July 28, 2024, the company 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 these initiatives.
In the second quarter of fiscal 2024, the company began implementation of an optimization initiative to improve the effectiveness of its Snacks direct-store-delivery route-to-market network. In the first quarter of fiscal 2025, the company recognized $8 million in Marketing and selling expenses related to this initiative. For the year ended July 28, 2024, the company recognized $5 million in Marketing and selling expenses related to this initiative.
In the first quarter of fiscal 2025, the total aggregate impact related to the cost savings and optimization initiatives was $35 million ($27 million after tax, or $.09 per share). For the year ended July 28, 2024, the total aggregate impact related to the cost savings and optimization initiatives was $109 million ($83 million after tax, or $.28 per share).
(2)In the first quarter of fiscal 2025, the company recognized gains in Cost of products sold of $4 million ($3 million after tax, or $.01 per share) associated with unrealized mark-to-market adjustments on outstanding undesignated commodity hedges. In the first quarter of fiscal 2024, the company recognized losses in Cost of products sold of $15 million ($11 million after tax, or $.04 per share) associated with unrealized mark-to-market adjustments on outstanding undesignated commodity hedges. For the year ended July 28, 2024, the company 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.
(3)In the first quarter of fiscal 2025 and fiscal 2024, the company recorded accelerated amortization expense in Other expenses / (income) of $7 million ($5 million after tax, or $.02 per share) related to customer relationship intangible assets due to the loss of certain contract manufacturing customers, which began in the fourth quarter of fiscal 2023. For the year ended July 28, 2024, the company recorded accelerated amortization expense in Other expenses / (income) of $27 million ($20 million after tax, or $.07 per share).
(4)In the first quarter of fiscal 2025, the company recognized 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 fiscal 2023. In the first quarter of fiscal 2024, the company 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.
(5)In the first quarter of fiscal 2025, the company recognized an actuarial loss in Other expenses / (income) of $2 million ($1 million after tax) related to an interim remeasurement of a postretirement plan due to a plan amendment. For the year ended July 28, 2024, the company recognized actuarial losses on pension and postretirement plans in Other expenses / (income) of $33 million ($25 million after tax, or $.08 per share).
(6)In the first quarter of fiscal 2025, the company recorded a loss in Other expenses / (income) of $25 million ($19 million after tax, or $.06 per share) on the sale of its Pop Secret popcorn business.
(7)In the first quarter of fiscal 2025, the company recorded litigation expenses in Administrative expenses of $1 million ($1 million after tax) related to the Plum baby food and snacks business (Plum), which was divested on May 3, 2021, and certain other litigation matters. In the first quarter of fiscal 2024, the company recorded litigation expenses in Administrative expenses of $2 million ($2 million after tax, or $.01 per share) related to Plum. For the year ended July 28, 2024, the company recorded litigation expenses in Administrative expenses of $5 million ($5 million after tax, $.02 per share) related to Plum and certain other litigation matters.
(8)In the first quarter of fiscal 2024, the company announced its intent to acquire Sovos Brands, Inc. and on March 12, 2024, the acquisition closed. In the first quarter of fiscal 2024, the company incurred costs associated with the acquisition in Other expenses / (income) of $9 million ($8 million after tax, or $.03 per share). For the year ended July 28, 2024, the company 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. The company also recorded costs of $2 million in Interest expense related to costs associated with the Delayed Draw Term Loan Credit Agreement used to fund the acquisition. The aggregate impact was $128 million, $109 million after tax, or $.36 per share.
14

(9)In the fourth quarter of fiscal 2024, the company recognized an impairment charge of $53 million in Other expenses / (income) on certain salty snacks and cookie trademarks within the Snacks segment, including Tom's, Jays, Kruncher's, O-Ke-Doke, Stella D'oro and Archway, collectively referred to as the company's "Allied brands." In fiscal 2024, sales and operating performance were below expectations due in part to competitive pressure and reduced margins. In the fourth quarter of fiscal 2024, based on recent performance and reevaluation of the position of the Allied brands within the portfolio, the company lowered its near-term and long-term outlook for future sales and operating performance.
In the fourth quarter of fiscal 2024, the company performed an impairment assessment on the assets in the Pop Secret popcorn business within the Snacks segment as sales and operating performance were below expectations due in part to competitive pressure and reduced margins, and as the company pursued divesting the business. As a result of these factors, in the fourth quarter of fiscal 2024, the company lowered the long-term outlook for the business and recognized an impairment charge of $76 million in Other expenses / (income) on the trademark. The sale of the business was completed on August 26, 2024.
For the year ended July 28, 2024, the total aggregate impact of the impairment charges was $129 million ($98 million after tax, or $.33 per share).
15


The following tables reconcile financial information, presented in accordance with GAAP, to financial information excluding certain items:
Three Months EndedYear Ended
(millions, except per share amounts)October 27, 2024October 29, 2023Percent ChangeJuly 28,
2024
Gross profit, as reported$867 $788 10%$2,971 
Gross profit margin, as reported31.3 %31.3 %0 pts30.8 %
Costs associated with cost savings and optimization initiatives (1)
8 3 26 
Commodity mark-to-market losses (gains) (2)
(4)15 22 
Cybersecurity incident costs (recoveries) (4)
— 2 2 
Costs associated with acquisition (8)— — 18 
Adjusted Gross profit$871 $808 8%$3,039 
Adjusted Gross profit margin31.4 %32.1 %(70) pts31.5 %
Marketing and selling expenses, as reported$250 $222 13%$833 
Costs associated with cost savings and optimization initiatives (1)
(9)(2)(9)
Costs associated with acquisition (8)
— — (3)
Adjusted Marketing and selling expenses$241 $220 10%$821 
Administrative expenses, as reported$175 $158 11%$737 
Costs associated with cost savings and optimization initiatives (1)
(11)(5)(54)
Cybersecurity incident recoveries (costs) (4)1 (1)(1)
Certain litigation expenses (7)(1)(2)(5)
Costs associated with acquisition (8)
— — (47)
Adjusted Administrative expenses$164 $150 9%$630 
Research and development expenses, as reported$26 $24 $102 
Costs associated with cost savings and optimization initiatives (1)
(1)(1)(3)
Costs associated with acquisition (8)
— — (2)
Adjusted Research and development expenses$25 $23 $97 
Other expenses / (income), as reported$43 $24 $261 
Accelerated amortization (3)
(7)(7)(27)
Pension and postretirement actuarial losses (5)(2)— (33)
Charges associated with divestiture (6)
(25)— — 
Costs associated with acquisition (8)
— (9)(35)
Impairment charges (9)
— — (129)
Adjusted Other expenses / (income)$9 $8 $37 
16

Three Months EndedYear Ended
(millions, except per share amounts)October 27, 2024October 29, 2023Percent ChangeJuly 28,
2024
Earnings before interest and taxes, as reported$367 $358 3%$1,000 
Costs associated with cost savings and optimization initiatives (1)
35 13 109 
Commodity mark-to-market losses (gains) (2)
(4)15 22 
Accelerated amortization (3)
7 7 27 
Cybersecurity incident costs (recoveries) (4)
(1)3 3 
Pension and postretirement actuarial losses (5)2 — 33 
Charges associated with divestiture (6)
25 — — 
Certain litigation expenses (7)
1 2 5 
Costs associated with acquisition (8)
— 9 126 
Impairment charges (9)
— — 129 
Adjusted Earnings before interest and taxes$432 $407 6%$1,454 
Interest, net, as reported$83 $48 $243 
Costs associated with acquisition (8)
— — (2)
Adjusted Interest, net$83 $48 $241 
Adjusted Earnings before taxes$349 $359 $1,213 
Taxes on earnings, as reported$66 $76 (13)%$190 
Effective income tax rate, as reported23.2 %24.5 %(130) pts25.1 %
Costs associated with cost savings and optimization initiatives (1)
8 3 26 
Commodity mark-to-market losses (gains) (2)
(1)4 6 
Accelerated amortization (3)
2 2 7 
Cybersecurity incident costs (recoveries) (4)
— 1 1 
Pension and postretirement actuarial losses (5)1 — 8 
Charges associated with divestiture (6)6 — — 
Certain litigation expenses (7)
— — — 
Costs associated with acquisition (8)
— 1 19 
Impairment charges (9)
— — 31 
Adjusted Taxes on earnings$82 $87 (6)%$288 
Adjusted effective income tax rate23.5 %24.2 %(70) pts23.7 %
Net earnings attributable to The Campbell's Company, as reported$218 $234 (7)%$567 
Costs associated with cost savings and optimization initiatives (1)
27 10 83 
Commodity mark-to-market losses (gains) (2)
(3)11 16 
Accelerated amortization (3)
5 5 20 
Cybersecurity incident costs (recoveries) (4)
(1)2 2 
Pension and postretirement actuarial losses (5)1 — 25 
Charges associated with divestiture (6)
19 — — 
Certain litigation expenses (7)
1 2 5 
Costs associated with acquisition (8)
— 8 109 
Impairment charges (9)
— — 98 
Adjusted Net earnings attributable to The Campbell's Company$267 $272 (2)%$925 
17
Three Months EndedYear Ended
(millions, except per share amounts)October 27, 2024October 29, 2023Percent ChangeJuly 28,
2024
Diluted net earnings per share attributable to The Campbell's Company, as reported$.72 $.78 (8)%$1.89 
Costs associated with cost savings and optimization initiatives (1)
.09 .03 .28 
Commodity mark-to-market losses (gains) (2)
(.01).04 .05 
Accelerated amortization (3)
.02 .02 .07 
Cybersecurity incident costs (recoveries) (4)
— .01 .01 
Pension and postretirement actuarial losses (5)— — .08 
Charges associated with divestiture (6)
.06 — — 
Certain litigation expenses (7)
— .01 .02 
Costs associated with acquisition (8)
— .03 .36 
Impairment charges (9)
— — .33 
Adjusted Diluted net earnings per share attributable to The Campbell's Company*$.89 $.91 (2)%$3.08 
*The sum of individual per share amounts may not add due to rounding.


tcclogo_vxred002a.jpg

The Campbell’s Company Board of Directors Elects Mick Beekhuizen
Chief Executive Officer to Succeed Mark Clouse

Clouse Announces Plans to Retire to Join the NFL’s Washington Commanders as President

Camden, N.J., Dec. 3, 2024—The Campbell’s Company (NASDAQ: CPB) (Campbell’s) announced today that its Board of Directors has elected Mick Beekhuizen to succeed Mark Clouse as President and CEO. Beekhuizen has also been elected a Director of the company, both effective Feb. 1, 2025. Until then, Beekhuizen will continue in his role as President, Meals & Beverages.

Campbell’s Chair of the Board of Directors Keith McLoughlin said, “The Board has had a strong CEO succession process in place for the last several years, and we are fortunate to have a deep bench of talented executives prepared to lead the company as CEO. Mick is a superb leader with a track record of success. The Board is confident that he has all the requisite skills and capabilities to continue to drive the strategy that has delivered consistently strong results and created value for shareholders.”

Beekhuizen will become the 15th CEO in the company’s 155-year history. He joined Campbell’s in September 2019 as Chief Financial Officer and since 2022 has served as President of the company’s $5.3 billion Meals & Beverages division. He is an accomplished leader with a record of financial, commercial and operational excellence. Beekhuizen has delivered strong performance in the Meals & Beverages division and played a key role in the $2.7 billion acquisition and integration of Sovos Brands, Inc. During his tenure as Chief Financial Officer, Beekhuizen led corporate strategy and the finance function, including controllership, tax, treasury, corporate audit, investor relations, corporate development, financial planning and analysis, and shared services, as well as the company’s information technology (IT) group.

Prior to Campbell, Beekhuizen was Executive Vice President and Chief Financial Officer at Chobani from 2016 to 2019, where he played a key role in its growth and expansion. Earlier in his career, he was Executive Vice President and Chief Financial Officer for Education Management Corporation, and a Managing Director at Goldman Sachs in the merchant banking division.

“It is a tremendous honor to have been selected by the Board to lead this iconic company,” said Beekhuizen. “I am energized by the opportunity to work with the Campbell’s team to accelerate the successful strategy that has led to our strong business performance and industry-leading employee engagement.”







Clouse Retires to Join NFL’s Washington Commanders as President

Clouse, who has served as President and Chief Executive Officer since January 2019, advised the Board that he plans to retire as Campbell’s President and CEO and a Director and from the consumer packaged goods industry on Jan. 31, 2025 to become President of the NFL’s Washington Commanders.

“Mark has been a transformational leader for the past six years and has positioned Campbell’s for ongoing success,” said McLoughlin. “He has assembled one of the top leadership teams in food and together they have built one of the best portfolios in the industry. We are grateful for Mark’s many contributions, which will have lasting impact on Campbell’s business and culture.”

Since joining Campbell’s in 2019, Clouse has led a transformation to reshape the company’s portfolio toward category-leading brands and made soup a key element of the company’s growth strategy. Under Clouse’s leadership, the company has delivered strong business results. He rebuilt foundational capabilities, invested in people and brands, created a highly engaged culture with strong leaders and turned its supply chain into a competitive advantage. In 2024, the company acquired Sovos Brands, Inc., adding one of the fastest growing brands in all of food with Rao’s to accelerate Campbell’s strategy and provide a substantial runway for sustained profitable growth.

Clouse said, “I am immensely proud of what we have accomplished at Campbell's over the last six years. We have built what I believe is the best portfolio in food, and the company has never been better positioned for sustainable growth. The company is in excellent hands with Mick at the helm. I want to thank the entire Campbell's team for their support and commitment to the strategy we have executed together. Campbell’s will always hold a special place in my heart. While I am stepping away a bit earlier than I anticipated, I feel like I have one more act in my career. The Washington Commanders role is a once-in-a-lifetime position that blends my passion for business and love of sports. A leadership role in professional sports is the only thing that would’ve pulled me away from Campbell’s.”

First-quarter Earnings Conference Call and Webcast

Campbell's will host a conference call as previously scheduled to discuss first-quarter fiscal 2025 earnings results on Wednesday, December 4, 2024 at 8:00 a.m. Eastern Time. Participants calling from the U.S. & Canada may dial in using the toll-free phone number (800) 715-9871. Participants calling from outside the U.S. & Canada may dial in using phone number +1 (646) 307-1963. The conference access code is 7969519. In addition to dial-in, access to a live listen-only audio webcast and accompanying slide presentation, as well as a replay of the webcast, will be available at https://investor.thecampbellscompany.com/events-presentations.

About The Campbell’s Company
For 155 years, The Campbell’s Company (NASDAQ:CPB) has been connecting people through food they love. Headquartered in Camden, N.J. since 1869, generations of consumers have trusted us to provide delicious and affordable food and beverages. Today, the company is a North American focused brand powerhouse, generating fiscal 2024 net sales of $9.6 billion across two divisions: Meals & Beverages and Snacks. Our portfolio of 16 leadership brands includes: Campbell’s, Cape Cod, Chunky, Goldfish, Kettle Brand, Lance, Late July, Pace, Pacific Foods, Pepperidge Farm, Prego, Rao’s, Snack Factory pretzel crisps, Snyder’s of Hanover, Swanson and V8. For more information, visit www.thecampbellscompany.com.




Investor Contact:
Rebecca Gardy
(856) 342-6081
Rebecca_Gardy@campbells.com
Media Contact:
James Regan
(856) 219-6409
James_Regan@campbells.com

v3.24.3
Cover Document
Dec. 01, 2024
Cover [Abstract]  
Entity Central Index Key 0000016732
Title of 12(b) Security Capital Stock, par value $.0375
Entity Incorporation, State or Country Code NJ
Document Type 8-K
Document Period End Date Dec. 01, 2024
Entity Registrant Name THE CAMPBELL'S COMPANY
Entity File Number 1-3822
Entity Tax Identification Number 21-0419870
Entity Address, Address Line One One Campbell Place
Entity Address, City or Town Camden
Entity Address, State or Province NJ
Entity Address, Postal Zip Code 08103
City Area Code 856
Local Phone Number 342-4800
Trading Symbol CPB
Security Exchange Name NASDAQ
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company false
Amendment Flag false
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