For the Quarterly Period Ended
January 31, 2016 |
Commission File Number
1-3822
|
New Jersey
|
21-0419870
|
State of Incorporation
|
I.R.S. Employer Identification No.
|
Large accelerated filer
þ
|
Accelerated filer
o
|
Non-accelerated filer
o
(Do not check if a smaller reporting company)
|
Smaller reporting company
o
|
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
January 31,
2016 |
|
February 1,
2015 |
|
January 31,
2016 |
|
February 1,
2015 |
||||||||
Net sales
|
$
|
2,201
|
|
|
$
|
2,234
|
|
|
$
|
4,404
|
|
|
$
|
4,489
|
|
Costs and expenses
|
|
|
|
|
|
|
|
||||||||
Cost of products sold
|
1,382
|
|
|
1,491
|
|
|
2,830
|
|
|
2,951
|
|
||||
Marketing and selling expenses
|
223
|
|
|
239
|
|
|
449
|
|
|
482
|
|
||||
Administrative expenses
|
146
|
|
|
135
|
|
|
302
|
|
|
266
|
|
||||
Research and development expenses
|
23
|
|
|
25
|
|
|
55
|
|
|
53
|
|
||||
Other expenses / (income)
|
4
|
|
|
7
|
|
|
9
|
|
|
11
|
|
||||
Restructuring charges
|
9
|
|
|
—
|
|
|
30
|
|
|
—
|
|
||||
Total costs and expenses
|
1,787
|
|
|
1,897
|
|
|
3,675
|
|
|
3,763
|
|
||||
Earnings before interest and taxes
|
414
|
|
|
337
|
|
|
729
|
|
|
726
|
|
||||
Interest expense
|
28
|
|
|
26
|
|
|
57
|
|
|
52
|
|
||||
Interest income
|
1
|
|
|
1
|
|
|
2
|
|
|
2
|
|
||||
Earnings before taxes
|
387
|
|
|
312
|
|
|
674
|
|
|
676
|
|
||||
Taxes on earnings
|
122
|
|
|
90
|
|
|
215
|
|
|
206
|
|
||||
Net earnings
|
265
|
|
|
222
|
|
|
459
|
|
|
470
|
|
||||
Less: Net earnings (loss) attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Net earnings attributable to Campbell Soup Company
|
$
|
265
|
|
|
$
|
222
|
|
|
$
|
459
|
|
|
$
|
470
|
|
Per Share — Basic
|
|
|
|
|
|
|
|
||||||||
Net earnings attributable to Campbell Soup Company
|
$
|
.85
|
|
|
$
|
.71
|
|
|
$
|
1.48
|
|
|
$
|
1.50
|
|
Dividends
|
$
|
.312
|
|
|
$
|
.312
|
|
|
$
|
.624
|
|
|
$
|
.624
|
|
Weighted average shares outstanding — basic
|
310
|
|
|
313
|
|
|
310
|
|
|
313
|
|
||||
Per Share — Assuming Dilution
|
|
|
|
|
|
|
|
||||||||
Net earnings attributable to Campbell Soup Company
|
$
|
.85
|
|
|
$
|
.71
|
|
|
$
|
1.47
|
|
|
$
|
1.50
|
|
Weighted average shares outstanding — assuming dilution
|
312
|
|
|
314
|
|
|
312
|
|
|
314
|
|
|
Three Months Ended
|
||||||||||||||||||||||
|
January 31, 2016
|
|
February 1, 2015
|
||||||||||||||||||||
|
Pre-tax amount
|
|
Tax (expense) benefit
|
|
After-tax amount
|
|
Pre-tax amount
|
|
Tax (expense) benefit
|
|
After-tax amount
|
||||||||||||
Net earnings
|
|
|
|
|
$
|
265
|
|
|
|
|
|
|
$
|
222
|
|
||||||||
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Foreign currency translation:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Foreign currency translation adjustments
|
$
|
(17
|
)
|
|
$
|
—
|
|
|
(17
|
)
|
|
$
|
(157
|
)
|
|
$
|
1
|
|
|
(156
|
)
|
||
Cash-flow hedges:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Unrealized gains (losses) arising during the period
|
(2
|
)
|
|
1
|
|
|
(1
|
)
|
|
(32
|
)
|
|
13
|
|
|
(19
|
)
|
||||||
Reclassification adjustment for (gains) losses included in net earnings
|
(4
|
)
|
|
2
|
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Pension and other postretirement benefits:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Reclassification of prior service credit included in net earnings
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
||||||
Other comprehensive income (loss)
|
$
|
(24
|
)
|
|
$
|
3
|
|
|
(21
|
)
|
|
$
|
(190
|
)
|
|
$
|
14
|
|
|
(176
|
)
|
||
Total comprehensive income (loss)
|
|
|
|
|
$
|
244
|
|
|
|
|
|
|
$
|
46
|
|
||||||||
Total comprehensive income (loss) attributable to noncontrolling interests
|
|
|
|
|
2
|
|
|
|
|
|
|
—
|
|
||||||||||
Total comprehensive income (loss) attributable to Campbell Soup Company
|
|
|
|
|
$
|
242
|
|
|
|
|
|
|
$
|
46
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Six Months Ended
|
||||||||||||||||||||||
|
January 31, 2016
|
|
February 1, 2015
|
||||||||||||||||||||
|
Pre-tax amount
|
|
Tax (expense) benefit
|
|
After-tax amount
|
|
Pre-tax amount
|
|
Tax (expense) benefit
|
|
After-tax amount
|
||||||||||||
Net earnings
|
|
|
|
|
$
|
459
|
|
|
|
|
|
|
$
|
470
|
|
||||||||
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Foreign currency translation:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Foreign currency translation adjustments
|
$
|
(43
|
)
|
|
$
|
1
|
|
|
(42
|
)
|
|
$
|
(238
|
)
|
|
$
|
1
|
|
|
(237
|
)
|
||
Cash-flow hedges:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Unrealized gains (losses) arising during period
|
(10
|
)
|
|
4
|
|
|
(6
|
)
|
|
(33
|
)
|
|
13
|
|
|
(20
|
)
|
||||||
Reclassification adjustment for (gains) losses included in net earnings
|
(6
|
)
|
|
2
|
|
|
(4
|
)
|
|
1
|
|
|
—
|
|
|
1
|
|
||||||
Pension and other postretirement benefits:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Reclassification of prior service credit included in net earnings
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
||||||
Other comprehensive income (loss)
|
$
|
(60
|
)
|
|
$
|
7
|
|
|
(53
|
)
|
|
$
|
(271
|
)
|
|
$
|
14
|
|
|
(257
|
)
|
||
Total comprehensive income (loss)
|
|
|
|
|
$
|
406
|
|
|
|
|
|
|
$
|
213
|
|
||||||||
Total comprehensive income (loss) attributable to noncontrolling interests
|
|
|
|
|
2
|
|
|
|
|
|
|
—
|
|
||||||||||
Total comprehensive income (loss) attributable to Campbell Soup Company
|
|
|
|
|
$
|
404
|
|
|
|
|
|
|
$
|
213
|
|
|
January 31,
2016 |
|
August 2,
2015 |
||||
Current assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
306
|
|
|
$
|
253
|
|
Accounts receivable, net
|
770
|
|
|
647
|
|
||
Inventories
|
855
|
|
|
995
|
|
||
Other current assets
|
201
|
|
|
198
|
|
||
Total current assets
|
2,132
|
|
|
2,093
|
|
||
Plant assets, net of depreciation
|
2,340
|
|
|
2,347
|
|
||
Goodwill
|
2,318
|
|
|
2,344
|
|
||
Other intangible assets, net of amortization
|
1,193
|
|
|
1,205
|
|
||
Other assets
|
96
|
|
|
101
|
|
||
Total assets
|
$
|
8,079
|
|
|
$
|
8,090
|
|
Current liabilities
|
|
|
|
||||
Short-term borrowings
|
$
|
1,293
|
|
|
$
|
1,543
|
|
Payable to suppliers and others
|
502
|
|
|
544
|
|
||
Accrued liabilities
|
596
|
|
|
589
|
|
||
Dividend payable
|
100
|
|
|
101
|
|
||
Accrued income taxes
|
75
|
|
|
29
|
|
||
Total current liabilities
|
2,566
|
|
|
2,806
|
|
||
Long-term debt
|
2,551
|
|
|
2,552
|
|
||
Deferred taxes
|
479
|
|
|
505
|
|
||
Other liabilities
|
959
|
|
|
850
|
|
||
Total liabilities
|
6,555
|
|
|
6,713
|
|
||
Commitments and contingencies
|
|
|
|
||||
Campbell Soup Company shareholders' equity
|
|
|
|
||||
Preferred stock; authorized 40 shares; none issued
|
—
|
|
|
—
|
|
||
Capital stock, $.0375 par value; authorized 560 shares; issued 323 shares
|
12
|
|
|
12
|
|
||
Additional paid-in capital
|
328
|
|
|
339
|
|
||
Earnings retained in the business
|
2,017
|
|
|
1,754
|
|
||
Capital stock in treasury, at cost
|
(608
|
)
|
|
(556
|
)
|
||
Accumulated other comprehensive loss
|
(223
|
)
|
|
(168
|
)
|
||
Total Campbell Soup Company shareholders' equity
|
1,526
|
|
|
1,381
|
|
||
Noncontrolling interests
|
(2
|
)
|
|
(4
|
)
|
||
Total equity
|
1,524
|
|
|
1,377
|
|
||
Total liabilities and equity
|
$
|
8,079
|
|
|
$
|
8,090
|
|
|
Six Months Ended
|
||||||
|
January 31,
2016 |
|
February 1,
2015 |
||||
Cash flows from operating activities:
|
|
|
|
||||
Net earnings
|
$
|
459
|
|
|
$
|
470
|
|
Adjustments to reconcile net earnings to operating cash flow
|
|
|
|
||||
Restructuring charges
|
30
|
|
|
—
|
|
||
Stock-based compensation
|
34
|
|
|
31
|
|
||
Pension and postretirement benefit expense (income)
|
109
|
|
|
(12
|
)
|
||
Depreciation and amortization
|
152
|
|
|
149
|
|
||
Deferred income taxes
|
(14
|
)
|
|
18
|
|
||
Other, net
|
4
|
|
|
10
|
|
||
Changes in working capital
|
|
|
|
||||
Accounts receivable
|
(130
|
)
|
|
(125
|
)
|
||
Inventories
|
133
|
|
|
73
|
|
||
Prepaid assets
|
(2
|
)
|
|
(3
|
)
|
||
Accounts payable and accrued liabilities
|
(30
|
)
|
|
(16
|
)
|
||
Receipts from hedging activities
|
—
|
|
|
9
|
|
||
Other
|
(18
|
)
|
|
(20
|
)
|
||
Net cash provided by operating activities
|
727
|
|
|
584
|
|
||
Cash flows from investing activities:
|
|
|
|
||||
Purchases of plant assets
|
(153
|
)
|
|
(143
|
)
|
||
Sales of plant assets
|
4
|
|
|
8
|
|
||
Other, net
|
10
|
|
|
(8
|
)
|
||
Net cash used in investing activities
|
(139
|
)
|
|
(143
|
)
|
||
Cash flows from financing activities:
|
|
|
|
||||
Net short-term borrowings (repayments)
|
(252
|
)
|
|
171
|
|
||
Repayments of notes payable
|
—
|
|
|
(300
|
)
|
||
Dividends paid
|
(197
|
)
|
|
(199
|
)
|
||
Treasury stock purchases
|
(86
|
)
|
|
(133
|
)
|
||
Treasury stock issuances
|
2
|
|
|
8
|
|
||
Excess tax benefits on stock-based compensation
|
7
|
|
|
5
|
|
||
Net cash used in financing activities
|
(526
|
)
|
|
(448
|
)
|
||
Effect of exchange rate changes on cash
|
(9
|
)
|
|
(24
|
)
|
||
Net change in cash and cash equivalents
|
53
|
|
|
(31
|
)
|
||
Cash and cash equivalents — beginning of period
|
253
|
|
|
232
|
|
||
Cash and cash equivalents — end of period
|
$
|
306
|
|
|
$
|
201
|
|
|
Campbell Soup Company Shareholders’ Equity
|
|
|
|
|
||||||||||||||||||||||||||||
|
Capital Stock
|
|
Additional Paid-in
Capital |
|
Earnings Retained in the
Business |
|
Accumulated Other Comprehensive
Income (Loss) |
|
Noncontrolling
Interests
|
|
|
||||||||||||||||||||||
|
Issued
|
|
In Treasury
|
|
|
|
|
|
Total
Equity
|
||||||||||||||||||||||||
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
|
|
|
|
|||||||||||||||||||||
Balance at August 3, 2014
|
323
|
|
|
$
|
12
|
|
|
(10
|
)
|
|
$
|
(356
|
)
|
|
$
|
330
|
|
|
$
|
1,483
|
|
|
$
|
145
|
|
|
$
|
(12
|
)
|
|
$
|
1,602
|
|
Net earnings (loss)
|
|
|
|
|
|
|
|
|
|
|
470
|
|
|
|
|
—
|
|
|
470
|
|
|||||||||||||
Other comprehensive income (loss)
|
|
|
|
|
|
|
|
|
|
|
|
|
(257
|
)
|
|
—
|
|
|
(257
|
)
|
|||||||||||||
Dividends ($.624 per share)
|
|
|
|
|
|
|
|
|
|
|
(198
|
)
|
|
|
|
|
|
(198
|
)
|
||||||||||||||
Treasury stock purchased
|
|
|
|
|
(3
|
)
|
|
(133
|
)
|
|
|
|
|
|
|
|
|
|
(133
|
)
|
|||||||||||||
Treasury stock issued under management incentive and stock option plans
|
|
|
|
|
2
|
|
|
41
|
|
|
(14
|
)
|
|
|
|
|
|
|
|
27
|
|
||||||||||||
Balance at February 1, 2015
|
323
|
|
|
$
|
12
|
|
|
(11
|
)
|
|
$
|
(448
|
)
|
|
$
|
316
|
|
|
$
|
1,755
|
|
|
$
|
(112
|
)
|
|
$
|
(12
|
)
|
|
$
|
1,511
|
|
Balance at August 2, 2015
|
323
|
|
|
$
|
12
|
|
|
(13
|
)
|
|
$
|
(556
|
)
|
|
$
|
339
|
|
|
$
|
1,754
|
|
|
$
|
(168
|
)
|
|
$
|
(4
|
)
|
|
$
|
1,377
|
|
Net earnings (loss)
|
|
|
|
|
|
|
|
|
|
|
459
|
|
|
|
|
—
|
|
|
459
|
|
|||||||||||||
Other comprehensive income (loss)
|
|
|
|
|
|
|
|
|
|
|
|
|
(55
|
)
|
|
2
|
|
|
(53
|
)
|
|||||||||||||
Dividends ($.624 per share)
|
|
|
|
|
|
|
|
|
|
|
(196
|
)
|
|
|
|
|
|
(196
|
)
|
||||||||||||||
Treasury stock purchased
|
|
|
|
|
(2
|
)
|
|
(86
|
)
|
|
|
|
|
|
|
|
|
|
(86
|
)
|
|||||||||||||
Treasury stock issued under management incentive and stock option plans
|
|
|
|
|
|
|
1
|
|
|
34
|
|
|
(11
|
)
|
|
|
|
|
|
|
|
|
|
23
|
|
||||||||
Balance at January 31, 2016
|
323
|
|
|
$
|
12
|
|
|
(14
|
)
|
|
$
|
(608
|
)
|
|
$
|
328
|
|
|
$
|
2,017
|
|
|
$
|
(223
|
)
|
|
$
|
(2
|
)
|
|
$
|
1,524
|
|
1.
|
Basis of Presentation and Significant Accounting Policies
|
|
|
Three months ended January 31, 2016
|
|
Three months ended February 1, 2015
|
||||||||||||||||||||
Consolidated Statements of Earnings
|
|
Prior Accounting Principles
|
|
Effect of Accounting Change
|
|
As Reported
|
|
Previously Reported
|
|
Effect of Accounting Change
|
|
Recast
|
||||||||||||
Cost of products sold
|
|
$
|
1,404
|
|
|
$
|
(22
|
)
|
|
$
|
1,382
|
|
|
$
|
1,506
|
|
|
$
|
(15
|
)
|
|
$
|
1,491
|
|
Marketing and selling expenses
|
|
233
|
|
|
(10
|
)
|
|
223
|
|
|
242
|
|
|
(3
|
)
|
|
239
|
|
||||||
Administrative expenses
|
|
154
|
|
|
(8
|
)
|
|
146
|
|
|
140
|
|
|
(5
|
)
|
|
135
|
|
||||||
Research and development expenses
|
|
26
|
|
|
(3
|
)
|
|
23
|
|
|
27
|
|
|
(2
|
)
|
|
25
|
|
||||||
Earnings before interest and taxes
|
|
371
|
|
|
43
|
|
|
414
|
|
|
312
|
|
|
25
|
|
|
337
|
|
||||||
Earnings before taxes
|
|
344
|
|
|
43
|
|
|
387
|
|
|
287
|
|
|
25
|
|
|
312
|
|
||||||
Taxes on earnings
|
|
108
|
|
|
14
|
|
|
122
|
|
|
80
|
|
|
10
|
|
|
90
|
|
||||||
Net earnings
|
|
236
|
|
|
29
|
|
|
265
|
|
|
207
|
|
|
15
|
|
|
222
|
|
||||||
Net earnings attributable to Campbell Soup Company
|
|
$
|
236
|
|
|
$
|
29
|
|
|
$
|
265
|
|
|
$
|
207
|
|
|
$
|
15
|
|
|
$
|
222
|
|
Earnings per share — Basic
|
|
$
|
.76
|
|
|
$
|
.09
|
|
|
$
|
.85
|
|
|
$
|
.66
|
|
|
$
|
.05
|
|
|
$
|
.71
|
|
Earnings per share — Diluted
|
|
$
|
.76
|
|
|
$
|
.09
|
|
|
$
|
.85
|
|
|
$
|
.66
|
|
|
$
|
.05
|
|
|
$
|
.71
|
|
|
|
Six months ended January 31, 2016
|
|
Six months ended February 1, 2015
|
||||||||||||||||||||
Consolidated Statements of Earnings
|
|
Prior Accounting Principles
|
|
Effect of Accounting Change
|
|
As Reported
|
|
Previously Reported
|
|
Effect of Accounting Change
|
|
Recast
|
||||||||||||
Cost of products sold
|
|
$
|
2,816
|
|
|
$
|
14
|
|
|
$
|
2,830
|
|
|
$
|
2,978
|
|
|
$
|
(27
|
)
|
|
$
|
2,951
|
|
Marketing and selling expenses
|
|
449
|
|
|
—
|
|
|
449
|
|
|
489
|
|
|
(7
|
)
|
|
482
|
|
||||||
Administrative expenses
|
|
303
|
|
|
(1
|
)
|
|
302
|
|
|
275
|
|
|
(9
|
)
|
|
266
|
|
||||||
Research and development expenses
|
|
55
|
|
|
—
|
|
|
55
|
|
|
56
|
|
|
(3
|
)
|
|
53
|
|
||||||
Earnings before interest and taxes
|
|
742
|
|
|
(13
|
)
|
|
729
|
|
|
680
|
|
|
46
|
|
|
726
|
|
||||||
Earnings before taxes
|
|
687
|
|
|
(13
|
)
|
|
674
|
|
|
630
|
|
|
46
|
|
|
676
|
|
||||||
Taxes on earnings
|
|
218
|
|
|
(3
|
)
|
|
215
|
|
|
189
|
|
|
17
|
|
|
206
|
|
||||||
Net earnings
|
|
469
|
|
|
(10
|
)
|
|
459
|
|
|
441
|
|
|
29
|
|
|
470
|
|
||||||
Net earnings attributable to Campbell Soup Company
|
|
$
|
469
|
|
|
$
|
(10
|
)
|
|
$
|
459
|
|
|
$
|
441
|
|
|
$
|
29
|
|
|
$
|
470
|
|
Earnings per share - Basic
|
|
$
|
1.51
|
|
|
$
|
(.03
|
)
|
|
$
|
1.48
|
|
|
$
|
1.41
|
|
|
$
|
.09
|
|
|
$
|
1.50
|
|
Earnings per share - Diluted
(1)
|
|
$
|
1.50
|
|
|
$
|
(.03
|
)
|
|
$
|
1.47
|
|
|
$
|
1.40
|
|
|
$
|
.09
|
|
|
$
|
1.50
|
|
|
|
Three months ended January 31, 2016
|
|
Three months ended February 1, 2015
|
||||||||||||||||||||
Consolidated Statements of Comprehensive Income
|
|
Prior Accounting Principles
|
|
Effect of Accounting Change
|
|
As Reported
|
|
Previously Reported
|
|
Effect of Accounting Change
|
|
Recast
|
||||||||||||
Foreign currency translation:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Foreign currency translation adjustments
|
|
$
|
(17
|
)
|
|
$
|
—
|
|
|
$
|
(17
|
)
|
|
$
|
(167
|
)
|
|
$
|
10
|
|
|
$
|
(157
|
)
|
Pension and other postretirement benefits:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net actuarial gain (loss) arising during the period
|
|
23
|
|
|
(23
|
)
|
|
—
|
|
|
13
|
|
|
(13
|
)
|
|
—
|
|
||||||
Reclassification of net actuarial loss included in net earnings
|
|
32
|
|
|
(32
|
)
|
|
—
|
|
|
24
|
|
|
(24
|
)
|
|
—
|
|
||||||
Tax benefit / (expense)
|
|
$
|
(20
|
)
|
|
$
|
20
|
|
|
$
|
—
|
|
|
$
|
(12
|
)
|
|
$
|
12
|
|
|
$
|
—
|
|
|
|
Six months ended January 31, 2016
|
|
Six months ended February 1, 2015
|
||||||||||||||||||||
Consolidated Statements of Comprehensive Income
|
|
Prior Accounting Principles
|
|
Effect of Accounting Change
|
|
As Reported
|
|
Previously Reported
|
|
Effect of Accounting Change
|
|
Recast
|
||||||||||||
Foreign currency translation:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Foreign currency translation adjustments
|
|
$
|
(43
|
)
|
|
$
|
—
|
|
|
$
|
(43
|
)
|
|
$
|
(250
|
)
|
|
$
|
12
|
|
|
$
|
(238
|
)
|
Pension and other postretirement benefits:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net actuarial gain (loss) arising during the period
|
|
(113
|
)
|
|
113
|
|
|
—
|
|
|
17
|
|
|
(17
|
)
|
|
—
|
|
||||||
Reclassification of net actuarial loss included in net earnings
|
|
109
|
|
|
(109
|
)
|
|
—
|
|
|
48
|
|
|
(48
|
)
|
|
—
|
|
||||||
Tax benefit / (expense)
|
|
$
|
2
|
|
|
$
|
(2
|
)
|
|
$
|
—
|
|
|
$
|
(22
|
)
|
|
$
|
22
|
|
|
$
|
—
|
|
|
|
January 31, 2016
|
|
August 2, 2015
|
||||||||||||||||||||
Consolidated Balance Sheets
|
|
Prior Accounting Principles
|
|
Effect of Accounting Change
|
|
As Reported
|
|
Previously Reported
|
|
Effect of Accounting Change
|
|
Recast
|
||||||||||||
Inventories
|
|
$
|
862
|
|
|
$
|
(7
|
)
|
|
$
|
855
|
|
|
$
|
993
|
|
|
$
|
2
|
|
|
$
|
995
|
|
Other current assets
|
|
199
|
|
|
2
|
|
|
201
|
|
|
199
|
|
|
(1
|
)
|
|
198
|
|
||||||
Accrued income taxes
|
|
73
|
|
|
2
|
|
|
75
|
|
|
29
|
|
|
—
|
|
|
29
|
|
||||||
Earnings retained in the business
|
|
2,767
|
|
|
(750
|
)
|
|
2,017
|
|
|
2,494
|
|
|
(740
|
)
|
|
1,754
|
|
||||||
Accumulated other comprehensive (loss) income
|
|
$
|
(966
|
)
|
|
$
|
743
|
|
|
$
|
(223
|
)
|
|
$
|
(909
|
)
|
|
$
|
741
|
|
|
$
|
(168
|
)
|
|
|
Six months ended January 31, 2016
|
|
Six months ended February 1, 2015
|
||||||||||||||||||||
Consolidated Statements of Cash Flows
|
|
Prior Accounting Principles
|
|
Effect of Accounting Change
|
|
As Reported
|
|
Previously Reported
|
|
Effect of Accounting Change
|
|
Recast
|
||||||||||||
Cash flow from operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net earnings
|
|
$
|
469
|
|
|
$
|
(10
|
)
|
|
$
|
459
|
|
|
$
|
441
|
|
|
$
|
29
|
|
|
$
|
470
|
|
Pension and postretirement benefit expense / (income)
|
|
—
|
|
|
109
|
|
|
109
|
|
|
—
|
|
|
(12
|
)
|
|
(12
|
)
|
||||||
Deferred income taxes
|
|
(9
|
)
|
|
(5
|
)
|
|
(14
|
)
|
|
1
|
|
|
17
|
|
|
18
|
|
||||||
Other, net
|
|
109
|
|
|
(105
|
)
|
|
4
|
|
|
46
|
|
|
(36
|
)
|
|
10
|
|
||||||
Inventories
|
|
124
|
|
|
9
|
|
|
133
|
|
|
71
|
|
|
2
|
|
|
73
|
|
||||||
Accounts payable and accrued liabilities
|
|
(32
|
)
|
|
2
|
|
|
(30
|
)
|
|
(16
|
)
|
|
—
|
|
|
(16
|
)
|
||||||
Net cash provided by operating activities
|
|
$
|
727
|
|
|
$
|
—
|
|
|
$
|
727
|
|
|
$
|
584
|
|
|
$
|
—
|
|
|
$
|
584
|
|
2.
|
Recent Accounting Pronouncements
|
3.
|
Acquisitions
|
|
Three Months Ended
|
|
Six Months Ended
|
||||
|
February 1, 2015
|
|
February 1, 2015
|
||||
Net sales
|
$
|
2,257
|
|
|
$
|
4,537
|
|
Net earnings attributable to Campbell Soup Company
|
$
|
222
|
|
|
$
|
471
|
|
Net earnings per share attributable to Campbell Soup Company - assuming dilution
|
$
|
.71
|
|
|
$
|
1.50
|
|
4.
|
Accumulated Other Comprehensive Income (Loss)
|
|
|
Foreign Currency Translation Adjustments
(1)
|
|
Gains (Losses) on Cash Flow Hedges
(2)
|
|
Pension and Postretirement Benefit Plan Adjustments
(3)
|
|
Total Accumulated Comprehensive Income (Loss)
|
||||||||
Balance at August 2, 2015
|
|
$
|
(166
|
)
|
|
$
|
(5
|
)
|
|
$
|
3
|
|
|
$
|
(168
|
)
|
Other comprehensive income (loss) before reclassifications
|
|
(44
|
)
|
|
(6
|
)
|
|
—
|
|
|
(50
|
)
|
||||
Amounts reclassified from accumulated other comprehensive income (loss)
|
|
—
|
|
|
(4
|
)
|
|
(1
|
)
|
|
(5
|
)
|
||||
Net current-period other comprehensive income (loss)
|
|
(44
|
)
|
|
(10
|
)
|
|
(1
|
)
|
|
(55
|
)
|
||||
Balance at January 31, 2016
|
|
$
|
(210
|
)
|
|
$
|
(15
|
)
|
|
$
|
2
|
|
|
$
|
(223
|
)
|
(1)
|
Included a tax expense of
$5
as of
January 31, 2016
, and
$6
as of
August 2, 2015
.
|
(2)
|
Included a tax benefit of
$11
as of
January 31, 2016
, and
$5
as of
August 2, 2015
.
|
(3)
|
Included a tax expense of
$1
as of
January 31, 2016
, and
August 2, 2015
.
|
|
|
Three Months Ended
|
|
Six Months Ended
|
|
|
||||||||||||
Details about Accumulated Other Comprehensive Income (Loss) Components
|
|
January 31, 2016
|
|
February 1, 2015
|
|
January 31, 2016
|
|
February 1, 2015
|
|
Location of (Gain) Loss Recognized in Earnings
|
||||||||
(Gains) losses on cash flow hedges:
|
|
|
|
|
|
|
|
|
|
|
||||||||
Foreign exchange forward contracts
|
|
$
|
(4
|
)
|
|
$
|
—
|
|
|
$
|
(6
|
)
|
|
$
|
—
|
|
|
Cost of products sold
|
Foreign exchange forward contracts
|
|
(1
|
)
|
|
(1
|
)
|
|
(2
|
)
|
|
(1
|
)
|
|
Other expenses / (income)
|
||||
Forward starting interest rate swaps
|
|
1
|
|
|
1
|
|
|
2
|
|
|
2
|
|
|
Interest expense
|
||||
Total before tax
|
|
(4
|
)
|
|
—
|
|
|
(6
|
)
|
|
1
|
|
|
|
||||
Tax expense (benefit)
|
|
2
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
|
||||
(Gain) loss, net of tax
|
|
$
|
(2
|
)
|
|
$
|
—
|
|
|
$
|
(4
|
)
|
|
$
|
1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Pension and postretirement benefit adjustments:
|
|
|
|
|
|
|
|
|
|
|
||||||||
Prior service credit
|
|
$
|
(1
|
)
|
|
$
|
(1
|
)
|
|
$
|
(1
|
)
|
|
$
|
(1
|
)
|
|
(1)
|
Tax expense (benefit)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
||||
(Gain) loss, net of tax
|
|
$
|
(1
|
)
|
|
$
|
(1
|
)
|
|
$
|
(1
|
)
|
|
$
|
(1
|
)
|
|
|
(1)
|
This is included in the components of net periodic benefit costs (see Note 9 for additional details).
|
5.
|
Goodwill and Intangible Assets
|
|
Americas
Simple Meals and Beverages |
|
Global
Biscuits and Snacks |
|
Campbell Fresh
|
|
Total
|
||||||||
Balance at August 2, 2015
|
$
|
775
|
|
|
$
|
732
|
|
|
$
|
837
|
|
|
$
|
2,344
|
|
Foreign currency translation adjustment
|
(6
|
)
|
|
(20
|
)
|
|
—
|
|
|
(26
|
)
|
||||
Balance at January 31, 2016
|
$
|
769
|
|
|
$
|
712
|
|
|
$
|
837
|
|
|
$
|
2,318
|
|
Intangible Assets
|
|
January 31,
2016 |
|
August 2,
2015 |
||||
Amortizable intangible assets
|
|
|
|
|
||||
Customer relationships
|
|
$
|
222
|
|
|
$
|
222
|
|
Technology
|
|
40
|
|
|
40
|
|
||
Other
|
|
35
|
|
|
35
|
|
||
Total gross amortizable intangible assets
|
|
$
|
297
|
|
|
$
|
297
|
|
Accumulated amortization
|
|
(62
|
)
|
|
(52
|
)
|
||
Total net amortizable intangible assets
|
|
$
|
235
|
|
|
$
|
245
|
|
Non-amortizable intangible assets
|
|
|
|
|
||||
Trademarks
|
|
958
|
|
|
960
|
|
||
Total net intangible assets
|
|
$
|
1,193
|
|
|
$
|
1,205
|
|
6.
|
Business and Geographic Segment Information
|
•
|
Americas Simple Meals and Beverages segment includes the retail and food service channel businesses in the U.S., Canada and Latin America. The segment includes the following products:
Campbell’s
condensed and ready-to-serve soups;
Swanson
broth and stocks;
Prego
pasta sauces;
Pace
Mexican sauces;
Campbell’s
gravies, pasta, beans and dinner sauces;
Swanson
canned poultry;
Plum
food and snacks;
V8
juices and beverages; and
Campbell’
s tomato juice.
|
•
|
Global Biscuits and Snacks segment includes Pepperidge Farm cookies, crackers, bakery and frozen products in U.S. retail; Arnott’s biscuits in Australia and Asia Pacific; and Kelsen cookies globally. The segment also includes the simple meals and shelf-stable beverages business in Australia and Asia Pacific.
|
•
|
Campbell Fresh includes Bolthouse Farms fresh carrots, carrot ingredients, refrigerated beverages and refrigerated salad dressings; Garden Fresh Gourmet salsa, hummus, dips and tortilla chips, which was acquired in June 2015; and the U.S. refrigerated soup business.
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
|
January 31,
2016 |
|
February 1,
2015 |
|
January 31, 2016
|
|
February 1, 2015
|
||||||||
Net sales
|
|
|
|
|
|
|
|
|
||||||||
Americas Simple Meals and Beverages
|
|
$
|
1,237
|
|
|
$
|
1,278
|
|
|
$
|
2,539
|
|
|
$
|
2,611
|
|
Global Biscuits and Snacks
|
|
682
|
|
|
700
|
|
|
1,334
|
|
|
1,391
|
|
||||
Campbell Fresh
|
|
282
|
|
|
256
|
|
|
531
|
|
|
487
|
|
||||
Total
|
|
$
|
2,201
|
|
|
$
|
2,234
|
|
|
$
|
4,404
|
|
|
$
|
4,489
|
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
|
January 31,
2016 |
|
February 1,
2015 |
|
January 31, 2016
|
|
February 1, 2015
|
||||||||
Earnings before interest and taxes
|
|
|
|
|
|
|
|
|
||||||||
Americas Simple Meals and Beverages
|
|
$
|
290
|
|
|
$
|
237
|
|
|
$
|
653
|
|
|
$
|
542
|
|
Global Biscuits and Snacks
|
|
141
|
|
|
115
|
|
|
255
|
|
|
213
|
|
||||
Campbell Fresh
|
|
21
|
|
|
13
|
|
|
39
|
|
|
22
|
|
||||
Corporate
(1)
|
|
(29
|
)
|
|
(28
|
)
|
|
(188
|
)
|
|
(51
|
)
|
||||
Restructuring charges
(2)
|
|
(9
|
)
|
|
—
|
|
|
(30
|
)
|
|
—
|
|
||||
Total
|
|
$
|
414
|
|
|
$
|
337
|
|
|
$
|
729
|
|
|
$
|
726
|
|
(1)
|
Represents unallocated items. A benefit of
$7
and costs of
$121
related to pension and postretirement mark-to-market adjustments (see Note 1 for additional information) and costs of
$7
and
$22
related to the implementation of our new organizational structure and cost savings initiatives (see Note 7 for additional information) were included in the three- and six-month periods ended January 31, 2016, respectively.
|
(2)
|
See Note 7 for additional information.
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
|
January 31,
2016 |
|
February 1,
2015 |
|
January 31, 2016
|
|
February 1, 2015
|
||||||||
Net sales
|
|
|
|
|
|
|
|
|
||||||||
Soup
|
|
$
|
821
|
|
|
$
|
865
|
|
|
$
|
1,678
|
|
|
$
|
1,759
|
|
Baked snacks
|
|
664
|
|
|
669
|
|
|
1,302
|
|
|
1,332
|
|
||||
Other simple meals
|
|
447
|
|
|
425
|
|
|
876
|
|
|
842
|
|
||||
Beverages
|
|
269
|
|
|
275
|
|
|
548
|
|
|
556
|
|
||||
Total
|
|
$
|
2,201
|
|
|
$
|
2,234
|
|
|
$
|
4,404
|
|
|
$
|
4,489
|
|
7.
|
Restructuring Charges and Cost Savings Initiatives
|
|
Recognized
as of January 31, 2016 |
||
Severance pay and benefits
|
$
|
126
|
|
Implementation costs and other related costs
|
53
|
|
|
Total
|
$
|
179
|
|
|
Severance Pay and Benefits
|
|
Other Restructuring Costs
|
|
Implementation Costs and Other Related Costs
(3)
|
|
Total Charges
|
|||||||
Accrued balance at August 2, 2015
(1)
|
$
|
85
|
|
|
$
|
8
|
|
|
|
|
|
|||
2016 charges
|
32
|
|
|
1
|
|
|
22
|
|
|
$
|
55
|
|
||
2016 cash payments
|
(20
|
)
|
|
(9
|
)
|
|
|
|
|
|||||
Accrued balance at January 31, 2016
(2)
|
$
|
97
|
|
|
$
|
—
|
|
|
|
|
|
(1)
|
Includes
$45
of severance pay and benefits recorded in Other liabilities in the Consolidated Balance Sheet.
|
(2)
|
Includes
$43
of severance pay and benefits recorded in Other liabilities in the Consolidated Balance Sheet.
|
(3)
|
Includes other costs recognized as incurred that are not reflected in the restructuring reserve in the Consolidated Balance Sheet. The costs are included in Administrative expenses in the Consolidated Statements of Earnings.
|
|
January 31, 2016
|
||||||||||
|
Three Months Ended
|
|
Six Months Ended
|
|
Costs Incurred to Date
|
||||||
Americas Simple Meals and Beverages
|
$
|
6
|
|
|
$
|
16
|
|
|
$
|
70
|
|
Global Biscuits and Snacks
|
6
|
|
|
20
|
|
|
64
|
|
|||
Campbell Fresh
|
—
|
|
|
—
|
|
|
1
|
|
|||
Corporate
|
7
|
|
|
19
|
|
|
44
|
|
|||
Total
|
$
|
19
|
|
|
$
|
55
|
|
|
$
|
179
|
|
|
Total Program
(1)
|
|
Change in Estimate
|
|
Recognized as of January 31, 2016
|
||||||
Severance pay and benefits
|
$
|
41
|
|
|
$
|
(3
|
)
|
|
$
|
38
|
|
Asset impairment
|
12
|
|
|
—
|
|
|
12
|
|
|||
Other exit costs
|
1
|
|
|
—
|
|
|
1
|
|
|||
Total
|
$
|
54
|
|
|
$
|
(3
|
)
|
|
$
|
51
|
|
(1)
|
Recognized as of August 2, 2015.
|
8.
|
Earnings per Share
|
9.
|
Pension and Postretirement Benefits
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||||||||||||||||||
|
Pension
|
|
Postretirement
|
|
Pension
|
|
Postretirement
|
||||||||||||||||||||||||
|
January 31,
2016 |
|
February 1,
2015 |
|
January 31,
2016 |
|
February 1,
2015 |
|
January 31,
2016 |
|
February 1,
2015 |
|
January 31,
2016 |
|
February 1,
2015 |
||||||||||||||||
Service cost
|
$
|
7
|
|
|
$
|
7
|
|
|
$
|
1
|
|
|
$
|
1
|
|
|
$
|
14
|
|
|
$
|
14
|
|
|
$
|
1
|
|
|
$
|
1
|
|
Interest cost
|
25
|
|
|
26
|
|
|
4
|
|
|
4
|
|
|
50
|
|
|
53
|
|
|
8
|
|
|
8
|
|
||||||||
Expected return on plan assets
|
(36
|
)
|
|
(43
|
)
|
|
—
|
|
|
—
|
|
|
(75
|
)
|
|
(87
|
)
|
|
—
|
|
|
—
|
|
||||||||
Amortization of prior service costs
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
(1
|
)
|
||||||||
Recognized net actuarial (gain)/loss
|
(24
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
112
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Net periodic benefit expense (income)
|
$
|
(28
|
)
|
|
$
|
(10
|
)
|
|
$
|
4
|
|
|
$
|
4
|
|
|
$
|
101
|
|
|
$
|
(20
|
)
|
|
$
|
8
|
|
|
$
|
8
|
|
10.
|
Financial Instruments
|
|
Balance Sheet Classification
|
|
January 31,
2016 |
|
August 2,
2015 |
||||
Asset Derivatives
|
|
|
|
|
|
||||
Derivatives designated as hedges:
|
|
|
|
|
|
||||
Foreign exchange forward contracts
|
Other current assets
|
|
$
|
2
|
|
|
$
|
3
|
|
Total derivatives designated as hedges
|
|
|
$
|
2
|
|
|
$
|
3
|
|
Derivatives not designated as hedges:
|
|
|
|
|
|
||||
Commodity derivative contracts
|
Other current assets
|
|
$
|
1
|
|
|
$
|
1
|
|
Cross-currency swap contracts
|
Other current assets
|
|
22
|
|
|
18
|
|
||
Deferred compensation derivative contracts
|
Other current assets
|
|
2
|
|
|
1
|
|
||
Foreign exchange forward contracts
|
Other current assets
|
|
9
|
|
|
9
|
|
||
Cross-currency swap contracts
|
Other assets
|
|
30
|
|
|
22
|
|
||
Total derivatives not designated as hedges
|
|
|
$
|
64
|
|
|
$
|
51
|
|
Total asset derivatives
|
|
|
$
|
66
|
|
|
$
|
54
|
|
|
Balance Sheet Classification
|
|
January 31,
2016 |
|
August 2,
2015 |
||||
Liability Derivatives
|
|
|
|
|
|
||||
Derivatives designated as hedges:
|
|
|
|
|
|
||||
Forward starting interest rate swaps
|
Other liabilities
|
|
$
|
26
|
|
|
$
|
8
|
|
Total derivatives designated as hedges
|
|
|
$
|
26
|
|
|
$
|
8
|
|
Derivatives not designated as hedges:
|
|
|
|
|
|
||||
Commodity derivative contracts
|
Accrued liabilities
|
|
$
|
10
|
|
|
$
|
10
|
|
Deferred compensation derivative contracts
|
Accrued liabilities
|
|
1
|
|
|
—
|
|
||
Foreign exchange forward contracts
|
Accrued liabilities
|
|
2
|
|
|
2
|
|
||
Total derivatives not designated as hedges
|
|
|
$
|
13
|
|
|
$
|
12
|
|
Total liability derivatives
|
|
|
$
|
39
|
|
|
$
|
20
|
|
|
|
January 31, 2016
|
|
August 2, 2015
|
||||||||||||||||||||
Derivative Instrument
|
|
Gross Amounts Presented in the Consolidated Balance Sheet
|
|
Gross Amounts Not Offset in the Consolidated Balance Sheet Subject to Netting Agreements
|
|
Net Amount
|
|
Gross Amounts Presented in the Consolidated Balance Sheet
|
|
Gross Amounts Not Offset in the Consolidated Balance Sheet Subject to Netting Agreements
|
|
Net Amount
|
||||||||||||
Total asset derivatives
|
|
$
|
66
|
|
|
$
|
(31
|
)
|
|
$
|
35
|
|
|
$
|
54
|
|
|
$
|
(13
|
)
|
|
$
|
41
|
|
Total liability derivatives
|
|
$
|
39
|
|
|
$
|
(31
|
)
|
|
$
|
8
|
|
|
$
|
20
|
|
|
$
|
(13
|
)
|
|
$
|
7
|
|
|
|
|
Total Cash-Flow Hedge OCI Activity
|
||||||
Derivatives Designated as Cash-Flow Hedges
|
|
|
January 31,
2016 |
|
February 1,
2015 |
||||
Three Months Ended
|
|
|
|
|
|
||||
OCI derivative gain (loss) at beginning of quarter
|
|
|
$
|
(20
|
)
|
|
$
|
(4
|
)
|
Effective portion of changes in fair value recognized in OCI:
|
|
|
|
|
|
||||
Foreign exchange forward contracts
|
|
|
8
|
|
|
10
|
|
||
Forward starting interest rate swaps
|
|
|
(10
|
)
|
|
(42
|
)
|
||
Amount of (gain) loss reclassified from OCI to earnings:
|
Location in Earnings
|
|
|
|
|
||||
Foreign exchange forward contracts
|
Cost of products sold
|
|
(4
|
)
|
|
—
|
|
||
Foreign exchange forward contracts
|
Other expenses / (income)
|
|
(1
|
)
|
|
(1
|
)
|
||
Forward starting interest rate swaps
|
Interest expense
|
|
1
|
|
|
1
|
|
||
OCI derivative gain (loss) at end of quarter
|
|
|
$
|
(26
|
)
|
|
$
|
(36
|
)
|
|
|
|
|
|
|
||||
Six Months Ended
|
|
|
|
|
|
||||
OCI derivative gain (loss) at beginning of year
|
|
|
$
|
(10
|
)
|
|
$
|
(4
|
)
|
Effective portion of changes in fair value recognized in OCI:
|
|
|
|
|
|
||||
Foreign exchange forward contracts
|
|
|
8
|
|
|
13
|
|
||
Forward starting interest rate swaps
|
|
|
(18
|
)
|
|
(46
|
)
|
||
Amount of (gain) loss reclassified from OCI to earnings:
|
Location in Earnings
|
|
|
|
|
||||
Foreign exchange forward contracts
|
Cost of products sold
|
|
(6
|
)
|
|
—
|
|
||
Foreign exchange forward contracts
|
Other expenses / (income)
|
|
(2
|
)
|
|
(1
|
)
|
||
Forward starting interest rate swaps
|
Interest expense
|
|
2
|
|
|
2
|
|
||
OCI derivative gain (loss) at end of quarter
|
|
|
$
|
(26
|
)
|
|
$
|
(36
|
)
|
|
|
|
|
Amount of Gain (Loss) Recognized in Earnings on Derivatives
|
||||||||||||||
Derivatives not Designated as Hedges
|
|
Location of Gain (Loss)
Recognized in Earnings |
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
|
January 31, 2016
|
|
February 1, 2015
|
|
January 31, 2016
|
|
February 1, 2015
|
||||||||||
Foreign exchange forward contracts
|
|
Cost of products sold
|
|
$
|
(1
|
)
|
|
$
|
(1
|
)
|
|
$
|
(1
|
)
|
|
$
|
—
|
|
Foreign exchange forward contracts
|
|
Other expenses / (income)
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
||||
Cross-currency swap contracts
|
|
Other expenses / (income)
|
|
12
|
|
|
38
|
|
|
12
|
|
|
52
|
|
||||
Commodity derivative contracts
|
|
Cost of products sold
|
|
(7
|
)
|
|
(13
|
)
|
|
(9
|
)
|
|
(18
|
)
|
||||
Deferred compensation derivative contracts
|
|
Administrative expenses
|
|
—
|
|
|
1
|
|
|
—
|
|
|
3
|
|
||||
Total
|
|
|
|
$
|
3
|
|
|
$
|
25
|
|
|
$
|
1
|
|
|
$
|
37
|
|
11.
|
Fair Value Measurements
|
•
|
Level 1: Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.
|
•
|
Level 2: Inputs other than quoted prices included in Level 1 that are observable for the asset or liability through corroboration with observable market data.
|
•
|
Level 3: Unobservable inputs, which are valued based on our estimates of assumptions that market participants would use in pricing the asset or liability.
|
|
Fair Value
as of January 31, 2016 |
|
Fair Value Measurements at
January 31, 2016 Using Fair Value Hierarchy |
|
Fair Value
as of August 2, 2015 |
|
Fair Value Measurements at
August 2, 2015 Using Fair Value Hierarchy |
||||||||||||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Foreign exchange forward contracts
(1)
|
$
|
11
|
|
|
$
|
—
|
|
|
$
|
11
|
|
|
$
|
—
|
|
|
$
|
12
|
|
|
$
|
—
|
|
|
$
|
12
|
|
|
$
|
—
|
|
Commodity derivative contracts
(2)
|
1
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
1
|
|
|
—
|
|
|
—
|
|
||||||||
Cross-currency swap contracts
(3)
|
52
|
|
|
—
|
|
|
52
|
|
|
—
|
|
|
40
|
|
|
—
|
|
|
40
|
|
|
—
|
|
||||||||
Deferred compensation derivative contracts
(4)
|
2
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|
—
|
|
||||||||
Total assets at fair value
|
$
|
66
|
|
|
$
|
1
|
|
|
$
|
65
|
|
|
$
|
—
|
|
|
$
|
54
|
|
|
$
|
1
|
|
|
$
|
53
|
|
|
$
|
—
|
|
|
Fair Value
as of January 31, 2016 |
|
Fair Value Measurements at
January 31, 2016 Using Fair Value Hierarchy |
|
Fair Value
as of August 2, 2015 |
|
Fair Value Measurements at
August 2, 2015 Using Fair Value Hierarchy |
||||||||||||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||||||||||||||
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Forward starting interest rate swaps
(5)
|
$
|
26
|
|
|
$
|
—
|
|
|
$
|
26
|
|
|
$
|
—
|
|
|
$
|
8
|
|
|
$
|
—
|
|
|
$
|
8
|
|
|
$
|
—
|
|
Foreign exchange forward contracts
(1)
|
2
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
2
|
|
|
—
|
|
||||||||
Commodity derivative contracts
(2)
|
10
|
|
|
9
|
|
|
1
|
|
|
—
|
|
|
10
|
|
|
10
|
|
|
—
|
|
|
—
|
|
||||||||
Deferred compensation derivative contracts
(4)
|
1
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Deferred compensation obligation
(6)
|
127
|
|
|
127
|
|
|
—
|
|
|
—
|
|
|
120
|
|
|
120
|
|
|
—
|
|
|
—
|
|
||||||||
Total liabilities at fair value
|
$
|
166
|
|
|
$
|
136
|
|
|
$
|
30
|
|
|
$
|
—
|
|
|
$
|
140
|
|
|
$
|
130
|
|
|
$
|
10
|
|
|
$
|
—
|
|
(1)
|
Based on observable market transactions of spot currency rates and forward rates.
|
(2)
|
Based on quoted futures exchanges and on observable prices of futures and options transactions in the marketplace.
|
(3)
|
Based on observable local benchmarks for currency and interest rates.
|
(4)
|
Based on LIBOR and equity index swap rates.
|
(5)
|
Based on LIBOR swap rates.
|
(6)
|
Based on the fair value of the participants’ investments.
|
12.
|
Share Repurchases
|
13.
|
Stock-based Compensation
|
|
Options
|
|
Weighted-
Average
Exercise
Price
|
|
Weighted-
Average
Remaining
Contractual
Life
|
|
Aggregate
Intrinsic
Value
|
||||||
|
(Options in
thousands)
|
|
|
|
(In years)
|
|
|
||||||
Outstanding at August 2, 2015
|
74
|
|
|
$
|
29.91
|
|
|
|
|
|
|||
Granted
|
711
|
|
|
$
|
50.21
|
|
|
|
|
|
|||
Exercised
|
(74
|
)
|
|
$
|
29.91
|
|
|
|
|
|
|||
Terminated
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|||
Outstanding at January 31, 2016
|
711
|
|
|
$
|
50.21
|
|
|
9.7
|
|
|
$
|
4
|
|
Exercisable at January 31, 2016
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
2016
|
Risk-free interest rate
|
1.68%
|
Expected dividend yield
|
2.46%
|
Expected volatility
|
18.35%
|
Expected term
|
6 years
|
|
Units
|
|
Weighted-
Average
Grant-Date
Fair Value
|
|||
|
(Restricted stock
units in thousands)
|
|
|
|||
Nonvested at August 2, 2015
|
2,410
|
|
|
$
|
41.40
|
|
Granted
|
672
|
|
|
$
|
50.00
|
|
Vested
|
(800
|
)
|
|
$
|
39.31
|
|
Forfeited
|
(171
|
)
|
|
$
|
43.45
|
|
Nonvested at January 31, 2016
|
2,111
|
|
|
$
|
44.77
|
|
|
Units
|
|
Weighted-
Average
Grant-Date
Fair Value
|
|||
|
(Restricted stock
units in thousands)
|
|
|
|||
Nonvested at August 2, 2015
|
1,579
|
|
|
$
|
40.75
|
|
Granted
|
682
|
|
|
$
|
62.44
|
|
Vested
|
(438
|
)
|
|
$
|
39.76
|
|
Forfeited
|
(126
|
)
|
|
$
|
46.36
|
|
Nonvested at January 31, 2016
|
1,697
|
|
|
$
|
49.30
|
|
|
2016
|
|
2015
|
Risk-free interest rate
|
0.92%
|
|
0.97%
|
Expected dividend yield
|
2.46%
|
|
2.91%
|
Expected volatility
|
17.25%
|
|
16.20%
|
Expected term
|
3 years
|
|
3 years
|
14.
|
Inventories
|
|
January 31,
2016 |
|
August 2,
2015 |
||||
Raw materials, containers and supplies
|
$
|
387
|
|
|
$
|
427
|
|
Finished products
|
468
|
|
|
568
|
|
||
|
$
|
855
|
|
|
$
|
995
|
|
15.
|
Subsequent Event
|
•
|
Americas Simple Meals and Beverages segment includes the retail and food service channel businesses in the U.S., Canada and Latin America. The segment includes the following products:
Campbell’s
condensed and ready-to-serve soups;
Swanson
broth and stocks;
Prego
pasta sauces;
Pace
Mexican sauces;
Campbell’s
gravies, pasta, beans and dinner sauces;
Swanson
canned poultry;
Plum
food and snacks;
V8
juices and beverages; and
Campbell’
s tomato juice.
|
•
|
Global Biscuits and Snacks segment includes Pepperidge Farm cookies, crackers, bakery and frozen products in U.S. retail; Arnott’s biscuits in Australia and Asia Pacific; and Kelsen cookies globally. The segment also includes the simple meals and shelf-stable beverages business in Australia and Asia Pacific.
|
•
|
Campbell Fresh includes Bolthouse Farms fresh carrots, carrot ingredients, refrigerated beverages and refrigerated salad dressings; Garden Fresh Gourmet salsa, hummus, dips and tortilla chips, which was acquired in June 2015; and the U.S. refrigerated soup business.
|
•
|
Net sales
decreased
1%
in the current quarter to
$2.201 billion
, as lower volume and the adverse impact of currency translation were partially offset by higher selling prices, the impact of the acquisition of Garden Fresh Gourmet and a reduction in promotional spending.
|
•
|
Gross profit, as a percent of sales,
increased
to
37.2%
from
33.3%
in the year-ago quarter. The increase was primarily due to productivity improvements, higher selling prices, lower levels of promotional spending, and improved supply chain performance, including benefits from cost savings initiatives.
|
•
|
Earnings per share were
$.85
in the current quarter, compared to
$.71
in the year-ago quarter. The current quarter included expenses of
$.02
per share from items impacting comparability as discussed below.
|
•
|
In 2016, we recognized mark-to-market adjustments
as certain U.S. pension plans were remeasured. T
he plans were remeasured due to a high level of lump sum payments to certain vested plan participants arising primarily out of a limited-
|
•
|
In 2016, we incurred charges associated with our 2015 initiatives to implement a new enterprise design, to reduce costs and to streamline our organizational structure. In the second quarter of 2016, we recorded a pre-tax restructuring charge of $12 million related to these initiatives. We also incurred pre-tax charges of $7 million recorded in Administrative expenses related to these initiatives. In the second quarter of 2016, we also recorded a reduction to pre-tax restructuring charges of $3 million related to the 2014 initiative to improve supply chain efficiency in Australia. The aggregate after-tax impact of restructuring charges, implementation costs and other related costs was $10 million, or $.03 per share. Year-to-date, we recorded pre-tax restructuring charges, implementation costs and other related costs associated with the 2015 and 2014 initiatives of $52 million ($33 million after tax, or $.11 per share). See Note 7 to the Consolidated Financial Statements and "Restructuring Charges and Cost Savings Initiatives" for additional information.
|
|
Three Months Ended
|
||||||||||||||
|
January 31, 2016
|
|
February 1, 2015
|
||||||||||||
(Millions, except per share amounts)
|
Earnings
Impact
|
|
EPS
Impact
|
|
Earnings
Impact
|
|
EPS
Impact
|
||||||||
Net earnings attributable to Campbell Soup Company
|
$
|
265
|
|
|
$
|
.85
|
|
|
$
|
222
|
|
|
$
|
.71
|
|
|
|
|
|
|
|
|
|
||||||||
Pension and postretirement benefit mark-to-market adjustments
|
$
|
(4
|
)
|
|
$
|
(.01
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
Restructuring charges, implementation costs and other related costs
|
10
|
|
|
.03
|
|
|
—
|
|
|
—
|
|
||||
Impact of items on Net earnings
|
$
|
6
|
|
|
$
|
.02
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
||||||||
|
Six Months Ended
|
||||||||||||||
|
January 31, 2016
|
|
February 1, 2015
|
||||||||||||
(Millions, except per share amounts)
|
Earnings
Impact
|
|
EPS
Impact
|
|
Earnings
Impact
|
|
EPS
Impact
|
||||||||
Net earnings attributable to Campbell Soup Company
|
$
|
459
|
|
|
$
|
1.47
|
|
|
$
|
470
|
|
|
$
|
1.50
|
|
|
|
|
|
|
|
|
|
||||||||
Pension and postretirement benefit mark-to-market adjustments
|
$
|
76
|
|
|
$
|
.24
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Restructuring charges, implementation costs and other related costs
|
33
|
|
|
.11
|
|
|
—
|
|
|
—
|
|
||||
Impact of items on Net earnings
|
$
|
109
|
|
|
$
|
.35
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Three Months Ended
|
|
|
||||||
(Millions)
|
January 31, 2016
|
|
February 1, 2015
|
|
% Change
|
||||
Americas Simple Meals and Beverages
|
$
|
1,237
|
|
|
$
|
1,278
|
|
|
(3)%
|
Global Biscuits and Snacks
|
682
|
|
|
700
|
|
|
(3)
|
||
Campbell Fresh
|
282
|
|
|
256
|
|
|
10
|
||
|
$
|
2,201
|
|
|
$
|
2,234
|
|
|
(1)%
|
|
Americas
Simple
Meals and
Beverages
|
|
Global
Biscuits
and
Snacks
|
|
Campbell Fresh
|
|
Total
|
Volume and Mix
|
(4)%
|
|
—%
|
|
—%
|
|
(2)%
|
Price and Sales Allowances
|
2
|
|
1
|
|
—
|
|
1
|
Decreased Promotional Spending
(1)
|
1
|
|
1
|
|
—
|
|
1
|
Currency
|
(2)
|
|
(5)
|
|
—
|
|
(2)
|
Acquisitions
|
—
|
|
—
|
|
10
|
|
1
|
|
(3)%
|
|
(3)%
|
|
10%
|
|
(1)%
|
(1)
|
Represents revenue reductions from trade promotion and consumer coupon redemption programs.
|
•
|
Sales of condensed soups increased 2%.
|
•
|
Sales of ready-to-serve soups declined 20%.
|
•
|
Broth sales increased 7%.
|
|
|
Margin Impact
|
Productivity improvements
|
|
1.8%
|
Higher selling prices
|
|
0.9
|
Cost inflation, supply chain costs and other factors
(1)
|
|
0.6
|
Mix
|
|
0.5
|
Lower level of promotional spending
|
|
0.5
|
Pension and postretirement benefit mark-to-market adjustments
|
|
(0.1)
|
Impact of acquisition
|
|
(0.3)
|
|
|
3.9%
|
(1)
|
Includes a positive margin impact of 0.9 percentage points from cost savings initiatives.
|
|
|
Three Months Ended
|
|
|
||||||
(Millions)
|
|
January 31, 2016
|
|
February 1, 2015
|
|
% Change
|
||||
Americas Simple Meals and Beverages
|
|
$
|
290
|
|
|
$
|
237
|
|
|
22%
|
Global Biscuits and Snacks
|
|
141
|
|
|
115
|
|
|
23
|
||
Campbell Fresh
|
|
21
|
|
|
13
|
|
|
62
|
||
|
|
452
|
|
|
365
|
|
|
24%
|
||
Corporate
|
|
(29
|
)
|
|
(28
|
)
|
|
|
||
Restructuring charges
(1)
|
|
(9
|
)
|
|
—
|
|
|
|
||
Earnings before interest and taxes
|
|
$
|
414
|
|
|
$
|
337
|
|
|
|
(1)
|
See Note 7 to the Consolidated Financial Statements for additional information on restructuring charges.
|
|
Six Months Ended
|
|
|
||||||
(Millions)
|
January 31, 2016
|
|
February 1, 2015
|
|
% Change
|
||||
Americas Simple Meals and Beverages
|
$
|
2,539
|
|
|
$
|
2,611
|
|
|
(3)%
|
Global Biscuits and Snacks
|
1,334
|
|
|
1,391
|
|
|
(4)
|
||
Campbell Fresh
|
531
|
|
|
487
|
|
|
9
|
||
|
$
|
4,404
|
|
|
$
|
4,489
|
|
|
(2)%
|
|
Americas
Simple
Meals and
Beverages
|
|
Global
Biscuits
and
Snacks
|
|
Campbell Fresh
|
|
Total
|
Volume and Mix
|
(4)%
|
|
—%
|
|
(1)%
|
|
(2)%
|
Price and Sales Allowances
|
2
|
|
1
|
|
—
|
|
1
|
Decreased Promotional Spending
(1)
|
1
|
|
1
|
|
—
|
|
1
|
Currency
|
(2)
|
|
(6)
|
|
—
|
|
(3)
|
Acquisitions
|
—
|
|
—
|
|
10
|
|
1
|
|
(3)%
|
|
(4)%
|
|
9%
|
|
(2)%
|
(1)
|
Represents revenue reductions from trade promotion and consumer coupon redemption programs.
|
•
|
Sales of condensed soups increased 2%.
|
•
|
Sales of ready-to-serve soups declined 15%.
|
•
|
Broth sales decreased 2%.
|
|
|
Margin Impact
|
Productivity improvements
|
|
1.8%
|
Higher selling prices
|
|
1.0
|
Lower level of promotional spending
|
|
0.4
|
Mix
|
|
0.2
|
Cost inflation, supply chain costs and other factors
(1)
|
|
0.1
|
Impact of acquisition
|
|
(0.2)
|
Pension and postretirement benefit mark-to-market adjustments
|
|
(1.9)
|
|
|
1.4%
|
(1)
|
Includes a positive margin impact of 0.8 percentage points from cost savings initiatives.
|
|
|
Six Months Ended
|
|
|
||||||
(Millions)
|
|
January 31, 2016
|
|
February 1, 2015
|
|
% Change
|
||||
Americas Simple Meals and Beverages
|
|
$
|
653
|
|
|
$
|
542
|
|
|
20%
|
Global Biscuits and Snacks
|
|
255
|
|
|
213
|
|
|
20
|
||
Campbell Fresh
|
|
39
|
|
|
22
|
|
|
77
|
||
|
|
947
|
|
|
777
|
|
|
22%
|
||
Corporate
|
|
(188
|
)
|
|
(51
|
)
|
|
|
||
Restructuring charges
(1)
|
|
(30
|
)
|
|
—
|
|
|
|
||
Earnings before interest and taxes
|
|
$
|
729
|
|
|
$
|
726
|
|
|
|
(1)
|
See Note 7 to the Consolidated Financial Statements for additional information on restructuring charges.
|
(Millions)
|
Recognized
as of January 31, 2016 |
||
Severance pay and benefits
|
$
|
126
|
|
Implementation costs and other related costs
|
53
|
|
|
Total
|
$
|
179
|
|
|
January 31, 2016
|
||||||||||
(Millions)
|
Three Months Ended
|
|
Six Months Ended
|
|
Costs Incurred to Date
|
||||||
Americas Simple Meals and Beverages
|
$
|
6
|
|
|
$
|
16
|
|
|
$
|
70
|
|
Global Biscuits and Snacks
|
6
|
|
|
20
|
|
|
64
|
|
|||
Campbell Fresh
|
—
|
|
|
—
|
|
|
1
|
|
|||
Corporate
|
7
|
|
|
19
|
|
|
44
|
|
|||
Total
|
$
|
19
|
|
|
$
|
55
|
|
|
$
|
179
|
|
(Millions)
|
Total Program
(1)
|
|
Change in Estimate
|
|
Recognized as of January 31, 2016
|
||||||
Severance pay and benefits
|
$
|
41
|
|
|
$
|
(3
|
)
|
|
$
|
38
|
|
Asset impairment
|
12
|
|
|
—
|
|
|
12
|
|
|||
Other exit costs
|
1
|
|
|
—
|
|
|
1
|
|
|||
Total
|
$
|
54
|
|
|
$
|
(3
|
)
|
|
$
|
51
|
|
(1)
|
Recognized as of August 2, 2015.
|
•
|
the impact of strong competitive response to our efforts to leverage our brand power with product innovation, promotional programs and new advertising;
|
•
|
the impact of changes in consumer demand for our products;
|
•
|
the risks in the marketplace associated with trade and consumer acceptance of product improvements, shelving initiatives, new products, and pricing and promotional strategies;
|
•
|
our ability to achieve sales and earnings guidance, which is based on assumptions about sales volume, product mix, the development and success of new products, the impact of marketing, promotional and pricing actions, product costs and currency;
|
•
|
our ability to realize projected cost savings and benefits from our efficiency and/or restructuring initiatives;
|
•
|
our ability to successfully manage changes to our organizational structure and/or business processes, including our selling, distribution, manufacturing and information management systems or processes;
|
•
|
the practices and increased significance of certain of our key customers;
|
•
|
the impact of new or changing inventory management practices by our customers;
|
•
|
the impact of fluctuations in the supply of and inflation in energy, raw and packaging materials cost;
|
•
|
the impact of completing and integrating acquisitions, divestitures and other portfolio changes;
|
•
|
the uncertainties of litigation;
|
•
|
the impact of changes in currency exchange rates, tax rates, interest rates, debt and equity markets, inflation rates, economic conditions and other external factors; and
|
•
|
the impact of unforeseen business disruptions in one or more of our markets due to political instability, civil disobedience, armed hostilities, natural disasters or other calamities.
|
a.
|
Evaluation of Disclosure Controls and Procedures
|
b.
|
Changes in Internal Controls
|
Item 2.
|
Unregistered Sales of Equity Securities and Use of Proceeds
|
Issuer Purchases of Equity Securities
|
Total Number
of Shares
Purchased
(1)
|
|
Average
Price Paid
Per Share
(2)
|
|
Total Number of
Shares Purchased
as Part of Publicly
Announced Plans or
Programs
(3)
|
|
Approximate
Dollar Value of
Shares that may yet
be Purchased
Under the Plans or
Programs
($ in Millions)
(3)
|
|||
Period
|
||||||||||
11/2/15 - 11/30/15
|
—
|
|
|
—
|
|
|
—
|
|
|
$525
|
12/1/15 - 12/31/15
|
669,994
|
|
(4)
|
$53.12
|
(4)
|
319,994
|
|
|
$508
|
|
1/1/16 - 1/31/16
|
355,600
|
|
(5)
|
$51.40
|
(5)
|
155,600
|
|
|
$500
|
|
Total
|
1,025,594
|
|
|
$52.52
|
|
475,594
|
|
|
$500
|
(1)
|
Includes 550,000 shares repurchased in open-market transactions to offset the dilutive impact to existing shareholders of issuances under stock compensation plans.
|
(2)
|
Average price paid per share is calculated on a settlement basis and excludes commission.
|
(3)
|
During the second quarter of
2016
, we had a publicly announced strategic share repurchase program. Under this program, which was announced on June 23, 2011, our Board of Directors authorized the purchase of up to $1 billion of our stock. The program has no expiration date. We also expect to continue our longstanding practice, under separate authorization, of purchasing shares sufficient to offset shares issued under our incentive compensation plans.
|
(4)
|
Includes 350,000 shares repurchased in open-market transactions at an average price of $53.12 to offset the dilutive impact to existing shareholders of issuances under stock compensation plans.
|
(5)
|
Includes 200,000 shares repurchased in open-market transactions at an average price of $51.42 to offset the dilutive impact to existing shareholders of issuances under stock compensation plans.
|
3
|
Campbell's By-Laws, effective February 24, 2016, were filed with the SEC on a Form 8-K (SEC file number 1-3822) on February 29, 2016, and are incorporated herein by reference.
|
|
|
10(a)
|
Amendment to the Campbell Soup Company Severance Pay Plan for Salaried Employees, dated December 17, 2015.
|
|
|
10(b)
|
Letter Agreement, dated February 15, 2016, between the company and Jeffrey Dunn was filed with the SEC on a Form 8-K (SEC file number 1-3822) on February 19, 2016, and is incorporated herein by reference.
|
|
|
31(a)
|
Certification of Denise M. Morrison pursuant to Rule 13a-14(a).
|
|
|
31(b)
|
Certification of Anthony P. DiSilvestro pursuant to Rule 13a-14(a).
|
|
|
32(a)
|
Certification of Denise M. Morrison pursuant to 18 U.S.C. Section 1350.
|
|
|
32(b)
|
Certification of Anthony P. DiSilvestro pursuant to 18 U.S.C. Section 1350.
|
|
|
101.INS
|
XBRL Instance Document
|
|
|
101.SCH
|
XBRL Schema Document
|
|
|
101.CAL
|
XBRL Calculation Linkbase Document
|
|
|
101.DEF
|
XBRL Definition Linkbase Document
|
|
|
101.LAB
|
XBRL Label Linkbase Document
|
|
|
101.PRE
|
XBRL Presentation Linkbase Document
|
|
|
CAMPBELL SOUP COMPANY
|
|
|
|
|
|
By: /s/ Anthony P. DiSilvestro
|
|
|
Anthony P. DiSilvestro
|
|
|
Senior Vice President and Chief Financial Officer
|
|
||
|
|
By: /s/ William J. O'Shea
|
|
|
William J. O'Shea
|
|
|
Vice President and Controller
|
|
|
|
3
|
Campbell's By-Laws, effective February 24, 2016, were filed with the SEC on a Form 8-K (SEC file number 1-3822) on February 29, 2016, and are incorporated herein by reference.
|
|
|
10(a)
|
Amendment to the Campbell Soup Company Severance Pay Plan for Salaried Employees, dated December 17, 2015.
|
|
|
10(b)
|
Letter Agreement, dated February 15, 2016, between the company and Jeffrey Dunn was filed with the SEC on a Form 8-K (SEC file number 1-3822) on February 19, 2016, and is incorporated herein by reference.
|
|
|
31(a)
|
Certification of Denise M. Morrison pursuant to Rule 13a-14(a).
|
|
|
31(b)
|
Certification of Anthony P. DiSilvestro pursuant to Rule 13a-14(a).
|
|
|
32(a)
|
Certification of Denise M. Morrison pursuant to 18 U.S.C. Section 1350.
|
|
|
32(b)
|
Certification of Anthony P. DiSilvestro pursuant to 18 U.S.C. Section 1350.
|
|
|
101.INS
|
XBRL Instance Document
|
|
|
101.SCH
|
XBRL Schema Document
|
|
|
101.CAL
|
XBRL Calculation Linkbase Document
|
|
|
101.DEF
|
XBRL Definition Linkbase Document
|
|
|
101.LAB
|
XBRL Label Linkbase Document
|
|
|
101.PRE
|
XBRL Presentation Linkbase Document
|
1.
|
Effective December 1, 2015, Article V, Section 5.1(b) of the Plan is amended to read, in its entirety, as follows:
|
Grade Level
|
Severance Formula
|
Maximum Total
|
10-28
|
4 weeks of pay, plus one week for each Year of Service through 15 Years of Service and two weeks for each Year of Service in excess of 15 Years of Service
|
52 weeks
|
30-34
|
8 weeks of pay, plus one week for each Year of Service through 15 Years of Service and two weeks for each Year of Service in excess of 15 Years of Service
|
52 weeks
|
C-D
|
16 weeks of pay, plus one week for each Year of Service through 15 Years of Service and two weeks for each Year of Service in excess of 15 Years of Service
|
52 weeks
|
B
|
52 weeks of pay, plus one week for each Year of Service through 15 Years of Service and two weeks for each Year of Service in excess of 15 Years of Service
|
78 weeks
|
A
|
104 weeks
|
104 weeks
|
2.
|
Article V, Section 5.1 shall be amended by the addition of the following subsection 5.1(c) at the end thereof:
|
3.
|
Effective January 1, 2016, the last paragraph of Article VII, Section 7.02(b) shall be amended in its entirety to read as follows:
|
|
By:
|
/s/ Denise M. Morrison
|
|
||
|
|
Name:
|
|
Denise M. Morrison
|
|
|
|
Title:
|
|
President and Chief Executive Officer
|
|
|
By:
|
/s/ Anthony P. DiSilvestro
|
|
||
|
|
Name:
|
|
Anthony P. DiSilvestro
|
|
|
|
Title:
|
|
Senior Vice President and Chief Financial
|
|
|
|
|
|
Officer
|
|
|
By:
|
/s/ Denise M. Morrison
|
|
||
|
|
Name:
|
|
Denise M. Morrison
|
|
|
|
Title:
|
|
President and Chief Executive Officer
|
|
|
By:
|
/s/ Anthony P. DiSilvestro
|
|
||
|
|
Name:
|
|
Anthony P. DiSilvestro
|
|
|
|
Title:
|
|
Senior Vice President and Chief Financial
|
|
|
|
|
|
Officer
|
|