OVERVIEW



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

Executive Summary

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



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

Business Trends

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



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

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

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

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

Summary of Results

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

•Net sales increased 15% in the quarter to $2.575 billion due to inflation-driven pricing and sales allowances, partially offset by volume declines.



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

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

Net Earnings attributable to Campbell Soup Company

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



•We implemented several cost savings initiatives in recent years. In the first
quarter of 2023, we recorded implementation costs and other related costs of $3
million in Administrative expenses ($.01 per share) related to these
initiatives. In the first quarter of 2022, we recorded implementation costs and
other related costs of $2 million in Administrative expenses and $2 million in
Cost of products sold (aggregate impact of $3 million after tax, or $.01 per
share) related to these initiatives. See Note 6 to the Consolidated Financial
Statements and "Restructuring Charges and Cost Savings Initiatives" for
additional information;

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

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

The items impacting comparability are summarized below:


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

Net earnings attributable to Campbell Soup Company     $     297              $  .99          $     261              $  .86

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

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

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

__________________________________________

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



Net earnings attributable to Campbell Soup Company were $297 million ($.99 per
share) in the current quarter, compared to $261 million ($.86 per share) in the
year-ago quarter. After adjusting for items impacting comparability, earnings
increased reflecting an improved gross profit, partially offset by higher
marketing and selling expenses, a higher effective tax rate and higher other
expenses. Earnings per share benefited from a reduction in the weighted average
diluted shares outstanding.

FIRST-QUARTER DISCUSSION AND ANALYSIS

Sales

An analysis of net sales by reportable segment follows:


                                 Three Months Ended
(Millions)            October 30, 2022       October 31, 2021       % Change
Meals & Beverages    $       1,455          $           1,266          15
Snacks                       1,120                        970          15

                     $       2,575          $           2,236          15


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


                                                           Meals & Beverages(2)            Snacks              Total
Volume and mix                                                     (1)%                     (2)%               (1)%
Price and sales allowances                                          15                       18                 16
Decreased / (increased) promotional spending(1)                      1                       (1)                 -
Currency                                                            (1)                       -                  -

                                                                    15%                      15%                15%

__________________________________________

(1)Represents revenue reductions from trade promotion and consumer coupon redemption programs. (2)Sum of the individual amounts does not add due to rounding.



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

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promotional spending were partially offset by volume declines. Sales of U.S.
soup increased 11% due to increases in ready-to-serve soups, condensed soups and
broth.

In Snacks, sales increased 15% driven by sales of our power brands, which
increased 21%. Sales increased due to increases in cookies and crackers,
primarily Goldfish crackers, and in salty snacks, primarily Snyder's of Hanover
pretzels and Kettle Brand and Cape Cod potato chips. Inflation-driven pricing
and sales allowances were partly offset by volume declines and increased
promotional spending relative to moderated levels in the prior year.

Gross Profit



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

The 10 basis-point increase in gross profit margin was due to the following
factors:
                                                              Margin Impact

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

                                                                   10

__________________________________________



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

Marketing and Selling Expenses



Marketing and selling expenses as a percent of sales were 7.8% in 2023 compared
to 7.6% in 2022. Marketing and selling expenses increased 18% in 2023 from 2022.
The increase was primarily due to higher advertising and consumer promotion
expense (approximately 13 points) and higher selling expenses (approximately 9
points), partially offset by increased benefits from cost savings initiatives
(approximately 2 points). The increase in advertising and consumer promotion
expense was due in part to moderated levels in the prior year from supply
constraints.

Administrative Expenses



Administrative expenses as a percent of sales were 6.1% in 2023 compared to 7.0%
in 2022. Administrative expenses increased 1% in 2023 from 2022. The increase
was primarily due to higher general administrative costs and inflation
(approximately 9 points), partially offset by lower expenses related to the
settlement of certain legal claims (approximately 8 points).

Other Expenses / (Income)



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

Operating Earnings

Segment operating earnings increased 19% in 2023 from 2022.


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An analysis of operating earnings by segment follows:


                                                                          Three Months Ended
                                                                 October 30,
(Millions)                                                          2022             October 31, 2021          % Change
Meals & Beverages                                               $         331       $              280            18
Snacks                                                                    153                      128            20
                                                                          484                      408            19
Corporate income (expense)                                               (48)                     (32)
Restructuring charges(1)                                                    -                        -
Earnings before interest and taxes                              $         436       $              376


__________________________________________

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



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

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

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

Interest Expense

Interest expense of $47 million in 2023 is comparable to 2022.

Taxes on Earnings



The effective tax rate was 23.8% in 2023 and 20.7% in 2022. The increase in the
effective tax rate was primarily due to the favorable resolution of several tax
matters in 2022.

Restructuring Charges and Cost Savings Initiatives

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

Continuing Operations

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

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



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 continue to pursue cost savings by
further optimizing our supply chain and manufacturing network and through
effective cost management. Cost estimates for these expanded initiatives, as
well as timing for certain activities, are continuing to be developed.

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


                                                               Three Months 

Ended

October 30, October 31, Recognized as of (Millions, except per share amounts)


2022                 2021             October 30, 2022
Restructuring charges                                                $         -          $         -          $            264
Administrative expenses                                                        3                    2                       362
Cost of products sold                                                          -                    2                        84
Marketing and selling expenses                                                 -                    -                        14
Research and development expenses                                              -                    -                         4
Total pre-tax charges                                                $         3          $         4          $            728

Aggregate after-tax impact                                           $         3          $         3
Per share impact                                                     $       .01          $       .01


A summary of the pre-tax costs associated with these initiatives is as follows:
(Millions)                                      Recognized as of October 30, 2022
Severance pay and benefits                     $                              227
Asset impairment/accelerated depreciation                                   

82


Implementation costs and other related costs                                  419
Total                                          $                              728

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



We expect the costs for actions that have been identified to date to consist of
the following: approximately $230 million in severance pay and benefits;
approximately $85 million in asset impairment and accelerated depreciation; and
approximately $420 million to $425 million in implementation costs and other
related costs. We expect these pre-tax costs to be associated with our segments
as follows: Meals & Beverages - approximately 30%; Snacks - approximately 44%;
and Corporate - approximately 26%.

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

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



We expect the initiatives, once all phases are implemented, to generate annual
ongoing savings of approximately $1 billion by the end of 2025. As of October
30, 2022, we have generated total program-to-date pre-tax savings of $860
million.
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Segment operating results do not include restructuring charges, implementation
costs and other related costs because we evaluate segment performance excluding
such charges. A summary of the pre-tax costs associated with segments is as
follows:
                                            October 30, 2022
(Millions)                   Three Months Ended       Costs Incurred to Date
Meals & Beverages          $       -                 $                   225
Snacks                             -                                     321
Corporate                          3                                     182
Total                      $       3                 $                   728

LIQUIDITY AND CAPITAL RESOURCES



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

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



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

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

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

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

In June 2021, the Board authorized an anti-dilutive share repurchase program of
up to $250 million (June 2021 program) to offset the impact of dilution from
shares issued under our stock compensation programs. The June 2021 program has
no expiration date, but it may be suspended or discontinued at any time.
Repurchases under the anti-dilutive program may be made in open-market or
privately negotiated transactions. In September 2021, the Board approved a
strategic share repurchase program of up to $500 million (September 2021
program). The September 2021 program has no expiration date, but it may be
suspended or discontinued at any time. Repurchases under the September 2021
program may be made in open-market or privately negotiated transactions. We
repurchased 859 thousand shares at a cost of $41 million in 2023 pursuant to our
June 2021 program. As of October 30, 2022, approximately $131 million remained
available under the June 2021 program and approximately $375 million remained
available under the September 2021 program. See Note 12 to the Consolidated
Financial Statements and "Unregistered Sales of Equity Securities and Use of
Proceeds" for additional information.

As of October 30, 2022, we had $858 million of short-term borrowings due within
one year, $280 million of which was comprised of commercial paper borrowings. As
of October 30, 2022, we issued $30 million of standby letters of credit. On
September 27, 2021, we entered into a committed revolving credit facility
totaling $1.85 billion scheduled to mature on September 27, 2026. The facility
remained unused at October 30, 2022, except for $1 million of standby letters of
credit that we issued under it. The facility contains customary covenants,
including a financial covenant with respect to a minimum consolidated interest
coverage ratio of consolidated adjusted EBITDA to consolidated interest expense
(as each is defined in the credit facility) of not less than 3.25:1.00, measured
quarterly, and customary events of default for credit facilities of this type.
Loans under this facility will bear interest at the rates specified in the
facility, which vary based on the type of loan and certain other customary
conditions. The facility supports our commercial paper program and other general
corporate purposes. We expect to continue to access the commercial paper
markets, bank credit lines and utilize cash flows from operations to support our
short-term liquidity requirements.

On November 15, 2022, we entered into a delayed draw term loan credit agreement
(the DDTL Credit Agreement) totaling up to $500 million scheduled to mature on
November 15, 2025. Loans under the DDTL Credit Agreement will bear interest at

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

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



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

SIGNIFICANT ACCOUNTING ESTIMATES



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

RECENT ACCOUNTING PRONOUNCEMENTS

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



FORWARD LOOKING STATEMENTS

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

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

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

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

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

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

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

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

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

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

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


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

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



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

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



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

•the uncertainties of litigation and regulatory actions against us;

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

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

•impairment to goodwill or other intangible assets;

•our ability to protect our intellectual property rights;

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

•our ability to attract and retain key talent;

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



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

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

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

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