For the Quarterly Period Ended
|
|
|
|
Commission File Number
|
October 29, 2017
|
|
|
|
1-3822
|
New Jersey
|
21-0419870
|
State of Incorporation
|
I.R.S. Employer Identification No.
|
Large accelerated filer
þ
|
Accelerated filer
☐
|
Non-accelerated filer ☐ (Do not check if a smaller reporting company)
|
Smaller reporting company ☐
|
Emerging growth company ☐
|
|
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
|
Three Months Ended
|
||||||
|
|
October 29,
2017 |
|
October 30,
2016 |
||||
Net sales
|
|
$
|
2,161
|
|
|
$
|
2,202
|
|
Costs and expenses
|
|
|
|
|
||||
Cost of products sold
|
|
1,378
|
|
|
1,351
|
|
||
Marketing and selling expenses
|
|
219
|
|
|
230
|
|
||
Administrative expenses
|
|
149
|
|
|
125
|
|
||
Research and development expenses
|
|
30
|
|
|
27
|
|
||
Other expenses / (income)
|
|
(29
|
)
|
|
11
|
|
||
Restructuring charges
|
|
2
|
|
|
1
|
|
||
Total costs and expenses
|
|
1,749
|
|
|
1,745
|
|
||
Earnings before interest and taxes
|
|
412
|
|
|
457
|
|
||
Interest expense
|
|
31
|
|
|
29
|
|
||
Interest income
|
|
1
|
|
|
1
|
|
||
Earnings before taxes
|
|
382
|
|
|
429
|
|
||
Taxes on earnings
|
|
107
|
|
|
137
|
|
||
Net earnings
|
|
275
|
|
|
292
|
|
||
Less: Net earnings (loss) attributable to noncontrolling interests
|
|
—
|
|
|
—
|
|
||
Net earnings attributable to Campbell Soup Company
|
|
$
|
275
|
|
|
$
|
292
|
|
Per Share — Basic
|
|
|
|
|
||||
Net earnings attributable to Campbell Soup Company
|
|
$
|
.91
|
|
|
$
|
.95
|
|
Dividends
|
|
$
|
.35
|
|
|
$
|
.35
|
|
Weighted average shares outstanding — basic
|
|
301
|
|
|
308
|
|
||
Per Share — Assuming Dilution
|
|
|
|
|
||||
Net earnings attributable to Campbell Soup Company
|
|
$
|
.91
|
|
|
$
|
.94
|
|
Weighted average shares outstanding — assuming dilution
|
|
302
|
|
|
310
|
|
|
Three Months Ended
|
||||||||||||||||||||||
|
October 29, 2017
|
|
October 30, 2016
|
||||||||||||||||||||
|
Pre-tax amount
|
|
Tax (expense) benefit
|
|
After-tax amount
|
|
Pre-tax amount
|
|
Tax (expense) benefit
|
|
After-tax amount
|
||||||||||||
Net earnings
|
|
|
|
|
$
|
275
|
|
|
|
|
|
|
$
|
292
|
|
||||||||
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Foreign currency translation:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Foreign currency translation adjustments
|
$
|
(32
|
)
|
|
$
|
—
|
|
|
(32
|
)
|
|
$
|
(8
|
)
|
|
$
|
—
|
|
|
(8
|
)
|
||
Cash-flow hedges:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Unrealized gains (losses) arising during period
|
9
|
|
|
(2
|
)
|
|
7
|
|
|
13
|
|
|
(5
|
)
|
|
8
|
|
||||||
Reclassification adjustment for (gains) losses included in net earnings
|
(2
|
)
|
|
—
|
|
|
(2
|
)
|
|
2
|
|
|
—
|
|
|
2
|
|
||||||
Pension and other postretirement benefits:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Reclassification of prior service credit included in net earnings
|
(7
|
)
|
|
2
|
|
|
(5
|
)
|
|
(6
|
)
|
|
2
|
|
|
(4
|
)
|
||||||
Other comprehensive income (loss)
|
$
|
(32
|
)
|
|
$
|
—
|
|
|
(32
|
)
|
|
$
|
1
|
|
|
$
|
(3
|
)
|
|
(2
|
)
|
||
Total comprehensive income (loss)
|
|
|
|
|
$
|
243
|
|
|
|
|
|
|
$
|
290
|
|
||||||||
Total comprehensive income (loss) attributable to noncontrolling interests
|
|
|
|
|
—
|
|
|
|
|
|
|
1
|
|
||||||||||
Total comprehensive income (loss) attributable to Campbell Soup Company
|
|
|
|
|
$
|
243
|
|
|
|
|
|
|
$
|
289
|
|
|
October 29,
2017 |
|
July 30,
2017 |
||||
Current assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
163
|
|
|
$
|
319
|
|
Accounts receivable, net
|
766
|
|
|
605
|
|
||
Inventories
|
1,001
|
|
|
902
|
|
||
Other current assets
|
66
|
|
|
74
|
|
||
Total current assets
|
1,996
|
|
|
1,900
|
|
||
Plant assets, net of depreciation
|
2,417
|
|
|
2,454
|
|
||
Goodwill
|
2,086
|
|
|
2,115
|
|
||
Other intangible assets, net of amortization
|
1,112
|
|
|
1,118
|
|
||
Other assets ($56 as of 2018 and $51 as of 2017 attributable to variable interest entity)
|
135
|
|
|
139
|
|
||
Total assets
|
$
|
7,746
|
|
|
$
|
7,726
|
|
Current liabilities
|
|
|
|
||||
Short-term borrowings
|
$
|
1,192
|
|
|
$
|
1,037
|
|
Payable to suppliers and others
|
713
|
|
|
666
|
|
||
Accrued liabilities
|
518
|
|
|
561
|
|
||
Dividends payable
|
107
|
|
|
111
|
|
||
Accrued income taxes
|
53
|
|
|
20
|
|
||
Total current liabilities
|
2,583
|
|
|
2,395
|
|
||
Long-term debt
|
2,269
|
|
|
2,499
|
|
||
Deferred taxes
|
531
|
|
|
490
|
|
||
Other liabilities
|
674
|
|
|
697
|
|
||
Total liabilities
|
6,057
|
|
|
6,081
|
|
||
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
|
305
|
|
|
359
|
|
||
Earnings retained in the business
|
2,555
|
|
|
2,385
|
|
||
Capital stock in treasury, at cost
|
(1,106
|
)
|
|
(1,066
|
)
|
||
Accumulated other comprehensive loss
|
(85
|
)
|
|
(53
|
)
|
||
Total Campbell Soup Company shareholders' equity
|
1,681
|
|
|
1,637
|
|
||
Noncontrolling interests
|
8
|
|
|
8
|
|
||
Total equity
|
1,689
|
|
|
1,645
|
|
||
Total liabilities and equity
|
$
|
7,746
|
|
|
$
|
7,726
|
|
|
Three Months Ended
|
||||||
|
October 29,
2017 |
|
October 30,
2016 |
||||
Cash flows from operating activities:
|
|
|
|
||||
Net earnings
|
$
|
275
|
|
|
$
|
292
|
|
Adjustments to reconcile net earnings to operating cash flow
|
|
|
|
||||
Restructuring charges
|
2
|
|
|
1
|
|
||
Stock-based compensation
|
14
|
|
|
14
|
|
||
Pension and postretirement benefit income
|
(16
|
)
|
|
(11
|
)
|
||
Depreciation and amortization
|
82
|
|
|
77
|
|
||
Deferred income taxes
|
41
|
|
|
19
|
|
||
Other, net
|
6
|
|
|
(2
|
)
|
||
Changes in working capital
|
|
|
|
||||
Accounts receivable
|
(167
|
)
|
|
(218
|
)
|
||
Inventories
|
(105
|
)
|
|
(27
|
)
|
||
Prepaid assets
|
16
|
|
|
(6
|
)
|
||
Accounts payable and accrued liabilities
|
84
|
|
|
96
|
|
||
Net payments of hedging activities
|
(33
|
)
|
|
(2
|
)
|
||
Other
|
(11
|
)
|
|
(12
|
)
|
||
Net cash provided by operating activities
|
188
|
|
|
221
|
|
||
Cash flows from investing activities:
|
|
|
|
||||
Purchases of plant assets
|
(58
|
)
|
|
(48
|
)
|
||
Other, net
|
(5
|
)
|
|
(4
|
)
|
||
Net cash used in investing activities
|
(63
|
)
|
|
(52
|
)
|
||
Cash flows from financing activities:
|
|
|
|
||||
Net short-term borrowings (repayments)
|
(60
|
)
|
|
86
|
|
||
Long-term repayments
|
—
|
|
|
(27
|
)
|
||
Dividends paid
|
(111
|
)
|
|
(100
|
)
|
||
Treasury stock purchases
|
(86
|
)
|
|
(112
|
)
|
||
Payments related to tax withholding for stock-based compensation
|
(22
|
)
|
|
(20
|
)
|
||
Net cash used in financing activities
|
(279
|
)
|
|
(173
|
)
|
||
Effect of exchange rate changes on cash
|
(2
|
)
|
|
(2
|
)
|
||
Net change in cash and cash equivalents
|
(156
|
)
|
|
(6
|
)
|
||
Cash and cash equivalents — beginning of period
|
319
|
|
|
296
|
|
||
Cash and cash equivalents — end of period
|
$
|
163
|
|
|
$
|
290
|
|
|
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 July 31, 2016
|
323
|
|
|
$
|
12
|
|
|
(15
|
)
|
|
$
|
(664
|
)
|
|
$
|
354
|
|
|
$
|
1,927
|
|
|
$
|
(104
|
)
|
|
$
|
8
|
|
|
$
|
1,533
|
|
Net earnings (loss)
|
|
|
|
|
|
|
|
|
|
|
292
|
|
|
|
|
—
|
|
|
292
|
|
|||||||||||||
Other comprehensive income (loss)
|
|
|
|
|
|
|
|
|
|
|
|
|
(3
|
)
|
|
1
|
|
|
(2
|
)
|
|||||||||||||
Dividends ($.35 per share)
|
|
|
|
|
|
|
|
|
|
|
(107
|
)
|
|
|
|
|
|
(107
|
)
|
||||||||||||||
Treasury stock purchased
|
|
|
|
|
(2
|
)
|
|
(112
|
)
|
|
|
|
|
|
|
|
|
|
(112
|
)
|
|||||||||||||
Treasury stock issued under management incentive and stock option plans
|
|
|
|
|
1
|
|
|
31
|
|
|
(37
|
)
|
|
|
|
|
|
|
|
(6
|
)
|
||||||||||||
Balance at October 30, 2016
|
323
|
|
|
$
|
12
|
|
|
(16
|
)
|
|
$
|
(745
|
)
|
|
$
|
317
|
|
|
$
|
2,112
|
|
|
$
|
(107
|
)
|
|
$
|
9
|
|
|
$
|
1,598
|
|
Balance at July 30, 2017
|
323
|
|
|
$
|
12
|
|
|
(22
|
)
|
|
$
|
(1,066
|
)
|
|
$
|
359
|
|
|
$
|
2,385
|
|
|
$
|
(53
|
)
|
|
$
|
8
|
|
|
$
|
1,645
|
|
Net earnings (loss)
|
|
|
|
|
|
|
|
|
|
|
275
|
|
|
|
|
—
|
|
|
275
|
|
|||||||||||||
Other comprehensive income (loss)
|
|
|
|
|
|
|
|
|
|
|
|
|
(32
|
)
|
|
—
|
|
|
(32
|
)
|
|||||||||||||
Dividends ($.35 per share)
|
|
|
|
|
|
|
|
|
|
|
(105
|
)
|
|
|
|
|
|
(105
|
)
|
||||||||||||||
Treasury stock purchased
|
|
|
|
|
(2
|
)
|
|
(86
|
)
|
|
|
|
|
|
|
|
|
|
(86
|
)
|
|||||||||||||
Treasury stock issued under management incentive and stock option plans
|
|
|
|
|
|
|
2
|
|
|
46
|
|
|
(54
|
)
|
|
|
|
|
|
|
|
|
|
(8
|
)
|
||||||||
Balance at October 29, 2017
|
323
|
|
|
$
|
12
|
|
|
(22
|
)
|
|
$
|
(1,106
|
)
|
|
$
|
305
|
|
|
$
|
2,555
|
|
|
$
|
(85
|
)
|
|
$
|
8
|
|
|
$
|
1,689
|
|
1.
|
Basis of Presentation and Significant Accounting Policies
|
2.
|
Recent Accounting Pronouncements
|
|
|
Three Months Ended
|
||
Increase / (decrease) in expense
|
|
October 30,
2016 |
||
Cost of products sold
|
|
$
|
(10
|
)
|
Marketing and selling expenses
|
|
$
|
2
|
|
Administrative expenses
|
|
$
|
2
|
|
Research and development expenses
|
|
$
|
1
|
|
Other expenses / (income)
|
|
$
|
5
|
|
3.
|
Acquisitions
|
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 July 31, 2016
|
|
$
|
(124
|
)
|
|
$
|
(41
|
)
|
|
$
|
61
|
|
|
$
|
(104
|
)
|
Other comprehensive income (loss) before reclassifications
|
|
(9
|
)
|
|
8
|
|
|
—
|
|
|
(1
|
)
|
||||
Amounts reclassified from accumulated other comprehensive income (loss)
|
|
—
|
|
|
2
|
|
|
(4
|
)
|
|
(2
|
)
|
||||
Net current-period other comprehensive income (loss)
|
|
(9
|
)
|
|
10
|
|
|
(4
|
)
|
|
(3
|
)
|
||||
Balance at October 30, 2016
|
|
$
|
(133
|
)
|
|
$
|
(31
|
)
|
|
$
|
57
|
|
|
$
|
(107
|
)
|
Balance at July 30, 2017
|
|
$
|
(84
|
)
|
|
$
|
(22
|
)
|
|
$
|
53
|
|
|
$
|
(53
|
)
|
Other comprehensive income (loss) before reclassifications
|
|
(32
|
)
|
|
7
|
|
|
—
|
|
|
(25
|
)
|
||||
Amounts reclassified from accumulated other comprehensive income (loss)
|
|
—
|
|
|
(2
|
)
|
|
(5
|
)
|
|
(7
|
)
|
||||
Net current-period other comprehensive income (loss)
|
|
(32
|
)
|
|
5
|
|
|
(5
|
)
|
|
(32
|
)
|
||||
Balance at October 29, 2017
|
|
$
|
(116
|
)
|
|
$
|
(17
|
)
|
|
$
|
48
|
|
|
$
|
(85
|
)
|
(1)
|
Included a tax expense of
$6
as of
October 29, 2017
,
July 30, 2017
,
October 30, 2016
, and
July 31, 2016
.
|
(2)
|
Included a tax benefit of
$10
as of
October 29, 2017
,
$12
as of
July 30, 2017
,
$18
as of
October 30, 2016
, and
$23
as of July 31, 2016.
|
(3)
|
Included a tax expense of
$28
as of
October 29, 2017
,
$30
as of
July 30, 2017
,
$33
as of
October 30, 2016
, and
$35
as of
July 31, 2016
.
|
|
|
Three Months Ended
|
|
|
||||||
Details about Accumulated Other Comprehensive Income (Loss) Components
|
|
October 29, 2017
|
|
October 30, 2016
|
|
Location of (Gain) Loss Recognized in Earnings
|
||||
(Gains) losses on cash flow hedges:
|
|
|
|
|
|
|
||||
Foreign exchange forward contracts
|
|
$
|
(2
|
)
|
|
$
|
1
|
|
|
Cost of products sold
|
Forward starting interest rate swaps
|
|
—
|
|
|
1
|
|
|
Interest expense
|
||
Total before tax
|
|
(2
|
)
|
|
2
|
|
|
|
||
Tax expense (benefit)
|
|
—
|
|
|
—
|
|
|
|
||
(Gain) loss, net of tax
|
|
$
|
(2
|
)
|
|
$
|
2
|
|
|
|
|
|
|
|
|
|
|
||||
Pension and postretirement benefit adjustments:
|
|
|
|
|
|
|
||||
Prior service credit
|
|
$
|
(7
|
)
|
|
$
|
(6
|
)
|
|
Other expenses / (income)
|
Tax expense (benefit)
|
|
2
|
|
|
2
|
|
|
|
||
(Gain) loss, net of tax
|
|
$
|
(5
|
)
|
|
$
|
(4
|
)
|
|
|
5.
|
Goodwill and Intangible Assets
|
|
Americas
Simple Meals and Beverages |
|
Global
Biscuits and Snacks |
|
Campbell Fresh
|
|
Total
|
||||||||
Net balance at July 30, 2017
(1)
|
$
|
780
|
|
|
$
|
795
|
|
|
$
|
540
|
|
|
$
|
2,115
|
|
Foreign currency translation adjustment
|
(3
|
)
|
|
(26
|
)
|
|
—
|
|
|
(29
|
)
|
||||
Net balance at October 29, 2017
(1)
|
$
|
777
|
|
|
$
|
769
|
|
|
$
|
540
|
|
|
$
|
2,086
|
|
(1)
|
The Campbell Fresh segment includes accumulated impairment charges of
$297
as of
October 29, 2017
, and July 30, 2017.
|
Intangible Assets
|
|
October 29,
2017 |
|
July 30,
2017 |
||||
Amortizable intangible assets
|
|
|
|
|
||||
Customer relationships
|
|
$
|
223
|
|
|
$
|
223
|
|
Technology
|
|
40
|
|
|
40
|
|
||
Other
|
|
35
|
|
|
35
|
|
||
Total gross amortizable intangible assets
|
|
$
|
298
|
|
|
$
|
298
|
|
Accumulated amortization
|
|
(96
|
)
|
|
(92
|
)
|
||
Total net amortizable intangible assets
|
|
$
|
202
|
|
|
$
|
206
|
|
Non-amortizable intangible assets
|
|
|
|
|
||||
Trademarks
|
|
910
|
|
|
912
|
|
||
Total net intangible assets
|
|
$
|
1,112
|
|
|
$
|
1,118
|
|
6.
|
Segment Information
|
•
|
Americas Simple Meals and Beverages segment includes the retail and food service businesses in the U.S. and Canada. 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, and beginning in 2018, the business in Latin America; and
|
•
|
Campbell Fresh segment includes Bolthouse Farms fresh carrots, carrot ingredients, refrigerated beverages and refrigerated salad dressings, Garden Fresh Gourmet salsa, hummus, dips and tortilla chips, and the U.S. refrigerated soup business.
|
|
|
Three Months Ended
|
||||||
|
|
October 29,
2017 |
|
October 30,
2016 |
||||
Net sales
|
|
|
|
|
||||
Americas Simple Meals and Beverages
|
|
$
|
1,218
|
|
|
$
|
1,278
|
|
Global Biscuits and Snacks
|
|
709
|
|
|
690
|
|
||
Campbell Fresh
|
|
234
|
|
|
234
|
|
||
Total
|
|
$
|
2,161
|
|
|
$
|
2,202
|
|
|
|
Three Months Ended
|
||||||
|
|
October 29,
2017 |
|
October 30,
2016 |
||||
Earnings before interest and taxes
|
|
|
|
|
||||
Americas Simple Meals and Beverages
|
|
$
|
328
|
|
|
$
|
380
|
|
Global Biscuits and Snacks
|
|
120
|
|
|
115
|
|
||
Campbell Fresh
|
|
(6
|
)
|
|
1
|
|
||
Corporate
(1)
|
|
(28
|
)
|
|
(38
|
)
|
||
Restructuring charges
(2)
|
|
(2
|
)
|
|
(1
|
)
|
||
Total
|
|
$
|
412
|
|
|
$
|
457
|
|
(1)
|
Represents unallocated items. Pension and postretirement benefit mark-to-market adjustments are included in Corporate. There were gains of
$14
and losses of
$20
in the three-month periods ended
October 29, 2017
, and
October 30, 2016
, respectively. Costs related to the implementation of our new organizational structure and cost savings initiatives were
$17
and
$8
in the three-month periods ended
October 29, 2017
, and
October 30, 2016
, respectively.
|
(2)
|
See Note 7 for additional information.
|
|
|
Three Months Ended
|
||||||
|
|
October 29,
2017 |
|
October 30,
2016 |
||||
Net sales
|
|
|
|
|
||||
Soup
|
|
$
|
807
|
|
|
$
|
863
|
|
Baked snacks
|
|
677
|
|
|
653
|
|
||
Other simple meals
|
|
435
|
|
|
429
|
|
||
Beverages
|
|
242
|
|
|
257
|
|
||
Total
|
|
$
|
2,161
|
|
|
$
|
2,202
|
|
7.
|
Restructuring Charges and Cost Savings Initiatives
|
|
Three Months Ended
|
|
Year Ended
|
||||||||||||||||
|
October 29, 2017
|
|
October 30, 2016
|
|
July 30, 2017
|
|
July 31, 2016
|
|
August 2, 2015
|
||||||||||
Restructuring charges
|
$
|
2
|
|
|
$
|
1
|
|
|
$
|
18
|
|
|
$
|
35
|
|
|
$
|
102
|
|
Administrative expenses
|
12
|
|
|
8
|
|
|
36
|
|
|
47
|
|
|
22
|
|
|||||
Cost of products sold
|
5
|
|
|
—
|
|
|
4
|
|
|
—
|
|
|
—
|
|
|||||
Total pre-tax charges
|
$
|
19
|
|
|
$
|
9
|
|
|
$
|
58
|
|
|
$
|
82
|
|
|
$
|
124
|
|
|
Recognized as of
October 29, 2017 |
||
Severance pay and benefits
|
$
|
137
|
|
Asset impairment/accelerated depreciation
|
17
|
|
|
Implementation costs and other related costs
|
129
|
|
|
Total
|
$
|
283
|
|
|
|
Severance Pay and Benefits
|
|
Implementation Costs and Other Related Costs
(3)
|
|
Asset Impairment/Accelerated Depreciation
|
|
Total Charges
|
||||||
Accrued balance at July 30, 2017
(1)
|
|
$
|
26
|
|
|
|
|
|
|
|
||||
2018 charges
|
|
2
|
|
|
12
|
|
|
5
|
|
|
$
|
19
|
|
|
2018 cash payments
|
|
(10
|
)
|
|
|
|
|
|
|
|||||
Accrued balance at October 29, 2017
(2)
|
|
$
|
18
|
|
|
|
|
|
|
|
(1)
|
Includes
$2
of severance pay and benefits recorded in Other liabilities in the Consolidated Balance Sheet.
|
(2)
|
Includes
$2
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 and Cost of products sold in the Consolidated Statements of Earnings.
|
|
October 29, 2017
|
||||||
|
Three Months Ended
|
|
Costs Incurred to Date
|
||||
Americas Simple Meals and Beverages
|
$
|
7
|
|
|
$
|
99
|
|
Global Biscuits and Snacks
|
6
|
|
|
84
|
|
||
Campbell Fresh
|
1
|
|
|
7
|
|
||
Corporate
|
5
|
|
|
93
|
|
||
Total
|
$
|
19
|
|
|
$
|
283
|
|
8.
|
Earnings per Share (EPS)
|
9.
|
Taxes on Earnings
|
10.
|
Pension and Postretirement Benefits
|
|
Three Months Ended
|
||||||||||||||
|
Pension
|
|
Postretirement
|
||||||||||||
|
October 29,
2017 |
|
October 30,
2016 |
|
October 29,
2017 |
|
October 30,
2016 |
||||||||
Service cost
|
$
|
6
|
|
|
$
|
6
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Interest cost
|
19
|
|
|
22
|
|
|
2
|
|
|
3
|
|
||||
Expected return on plan assets
|
(36
|
)
|
|
(36
|
)
|
|
—
|
|
|
—
|
|
||||
Amortization of prior service credit
|
—
|
|
|
—
|
|
|
(7
|
)
|
|
(6
|
)
|
||||
Net periodic benefit income
|
$
|
(11
|
)
|
|
$
|
(8
|
)
|
|
$
|
(5
|
)
|
|
$
|
(3
|
)
|
11.
|
Financial Instruments
|
|
Balance Sheet Classification
|
|
October 29,
2017 |
|
July 30,
2017 |
||||
Asset Derivatives
|
|
|
|
|
|
||||
Derivatives designated as hedges:
|
|
|
|
|
|
||||
Foreign exchange forward contracts
|
Other current assets
|
|
$
|
2
|
|
|
$
|
3
|
|
Forward starting interest rate swaps
|
Other current assets
|
|
3
|
|
|
—
|
|
||
Total derivatives designated as hedges
|
|
|
$
|
5
|
|
|
$
|
3
|
|
Derivatives not designated as hedges:
|
|
|
|
|
|
||||
Commodity derivative contracts
|
Other current assets
|
|
$
|
4
|
|
|
$
|
5
|
|
Deferred compensation derivative contracts
|
Other current assets
|
|
1
|
|
|
1
|
|
||
Foreign exchange forward contracts
|
Other current assets
|
|
1
|
|
|
—
|
|
||
Commodity derivative contracts
|
Other assets
|
|
—
|
|
|
1
|
|
||
Total derivatives not designated as hedges
|
|
|
$
|
6
|
|
|
$
|
7
|
|
Total asset derivatives
|
|
|
$
|
11
|
|
|
$
|
10
|
|
|
Balance Sheet Classification
|
|
October 29,
2017 |
|
July 30,
2017 |
||||
Liability Derivatives
|
|
|
|
|
|
||||
Derivatives designated as hedges:
|
|
|
|
|
|
||||
Foreign exchange forward contracts
|
Accrued liabilities
|
|
$
|
—
|
|
|
$
|
1
|
|
Forward starting interest rate swaps
|
Accrued liabilities
|
|
—
|
|
|
22
|
|
||
Total derivatives designated as hedges
|
|
|
$
|
—
|
|
|
$
|
23
|
|
Derivatives not designated as hedges:
|
|
|
|
|
|
||||
Commodity derivative contracts
|
Accrued liabilities
|
|
$
|
2
|
|
|
$
|
1
|
|
Foreign exchange forward contracts
|
Accrued liabilities
|
|
3
|
|
|
19
|
|
||
Foreign exchange forward contracts
|
Other liabilities
|
|
—
|
|
|
1
|
|
||
Total derivatives not designated as hedges
|
|
|
$
|
5
|
|
|
$
|
21
|
|
Total liability derivatives
|
|
|
$
|
5
|
|
|
$
|
44
|
|
|
|
October 29, 2017
|
|
July 30, 2017
|
||||||||||||||||||||
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
|
|
$
|
11
|
|
|
$
|
(3
|
)
|
|
$
|
8
|
|
|
$
|
10
|
|
|
$
|
(3
|
)
|
|
$
|
7
|
|
Total liability derivatives
|
|
$
|
5
|
|
|
$
|
(3
|
)
|
|
$
|
2
|
|
|
$
|
44
|
|
|
$
|
(3
|
)
|
|
$
|
41
|
|
|
|
|
Total Cash-Flow Hedge
OCI Activity
|
||||||
Derivatives Designated as Cash-Flow Hedges
|
|
|
October 29, 2017
|
|
October 30, 2016
|
||||
OCI derivative gain (loss) at beginning of year
|
|
|
$
|
(34
|
)
|
|
$
|
(64
|
)
|
Effective portion of changes in fair value recognized in OCI:
|
|
|
|
|
|
||||
Foreign exchange forward contracts
|
|
|
6
|
|
|
3
|
|
||
Forward starting interest rate swaps
|
|
|
3
|
|
|
10
|
|
||
Amount of (gain) loss reclassified from OCI to earnings:
|
Location in Earnings
|
|
|
|
|
||||
Foreign exchange forward contracts
|
Cost of products sold
|
|
(2
|
)
|
|
1
|
|
||
Forward starting interest rate swaps
|
Interest expense
|
|
—
|
|
|
1
|
|
||
OCI derivative gain (loss) at end of quarter
|
|
|
$
|
(27
|
)
|
|
$
|
(49
|
)
|
|
|
|
|
Amount of (Gain) Loss Recognized in Earnings on Derivatives
|
||||||
Derivatives not Designated as Hedges
|
|
Location of (Gain) Loss
Recognized in Earnings |
|
Three Months Ended
|
||||||
|
|
October 29, 2017
|
|
October 30, 2016
|
||||||
Foreign exchange forward contracts
|
|
Other expenses / (income)
|
|
$
|
(1
|
)
|
|
$
|
—
|
|
Commodity derivative contracts
|
|
Cost of products sold
|
|
2
|
|
|
(4
|
)
|
||
Deferred compensation derivative contracts
|
|
Administrative expenses
|
|
(1
|
)
|
|
2
|
|
||
Total
|
|
|
|
$
|
—
|
|
|
$
|
(2
|
)
|
12.
|
Variable Interest Entity
|
13.
|
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 October 29, 2017 |
|
Fair Value Measurements at
October 29, 2017 Using Fair Value Hierarchy |
|
Fair Value
as of July 30, 2017 |
|
Fair Value Measurements at
July 30, 2017 Using Fair Value Hierarchy |
||||||||||||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Forward starting interest rate swaps
(1)
|
$
|
3
|
|
|
$
|
—
|
|
|
$
|
3
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Foreign exchange forward contracts
(2)
|
3
|
|
|
—
|
|
|
3
|
|
|
—
|
|
|
3
|
|
|
—
|
|
|
3
|
|
|
—
|
|
||||||||
Commodity derivative contracts
(3)
|
4
|
|
|
3
|
|
|
1
|
|
|
—
|
|
|
6
|
|
|
6
|
|
|
—
|
|
|
—
|
|
||||||||
Deferred compensation derivative contracts
(4)
|
1
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|
—
|
|
||||||||
Fair value option investments
(5)
|
56
|
|
|
—
|
|
|
—
|
|
|
56
|
|
|
50
|
|
|
—
|
|
|
1
|
|
|
49
|
|
||||||||
Total assets at fair value
|
$
|
67
|
|
|
$
|
3
|
|
|
$
|
8
|
|
|
$
|
56
|
|
|
$
|
60
|
|
|
$
|
6
|
|
|
$
|
5
|
|
|
$
|
49
|
|
|
Fair Value
as of October 29, 2017 |
|
Fair Value Measurements at
October 29, 2017 Using Fair Value Hierarchy |
|
Fair Value
as of July 30, 2017 |
|
Fair Value Measurements at
July 30, 2017 Using Fair Value Hierarchy |
||||||||||||||||||||||||
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||||||||||||
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Forward starting interest rate swaps
(1)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
22
|
|
|
$
|
—
|
|
|
$
|
22
|
|
|
$
|
—
|
|
Foreign exchange forward contracts
(2)
|
3
|
|
|
—
|
|
|
3
|
|
|
—
|
|
|
21
|
|
|
—
|
|
|
21
|
|
|
—
|
|
||||||||
Commodity derivative contracts
(3)
|
2
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
1
|
|
|
—
|
|
|
—
|
|
||||||||
Deferred compensation obligation
(6)
|
118
|
|
|
118
|
|
|
—
|
|
|
—
|
|
|
112
|
|
|
112
|
|
|
—
|
|
|
—
|
|
||||||||
Total liabilities at fair value
|
$
|
123
|
|
|
$
|
120
|
|
|
$
|
3
|
|
|
$
|
—
|
|
|
$
|
156
|
|
|
$
|
113
|
|
|
$
|
43
|
|
|
$
|
—
|
|
(1)
|
Based on LIBOR swap rates.
|
(2)
|
Based on observable market transactions of spot currency rates and forward rates.
|
(3)
|
Based on quoted futures exchanges and on observable prices of futures and options transactions in the marketplace.
|
(4)
|
Based on LIBOR and equity index swap rates.
|
(5)
|
Primarily represents investments in equity securities that are not readily marketable and are accounted for under the fair value option. The investments were funded by Acre. See Note 12 for additional information. Fair value is based on analyzing recent transactions and transactions of comparable companies, and the discounted cash flow method. In addition, allocation methods, including the option pricing method, are used in distributing fair value among various equity holders according to rights and preferences. Changes in the fair value of investments were not material in 2018 or 2017.
|
(6)
|
Based on the fair value of the participants’ investments.
|
14.
|
Share Repurchases
|
15.
|
Stock-based Compensation
|
|
Three Months Ended
|
||||||
|
October 29,
2017 |
|
October 30,
2016 |
||||
Total pre-tax stock-based compensation expense
|
$
|
14
|
|
|
$
|
14
|
|
Tax-related benefits
|
$
|
5
|
|
|
$
|
5
|
|
|
Options
|
|
Weighted-
Average
Exercise
Price
|
|
Weighted-
Average
Remaining
Contractual
Life
|
|
Aggregate
Intrinsic
Value
|
|||||
|
(Options in
thousands)
|
|
|
|
(In years)
|
|
|
|||||
Outstanding at July 30, 2017
|
1,042
|
|
|
$
|
52.08
|
|
|
|
|
|
||
Granted
|
575
|
|
|
$
|
47.19
|
|
|
|
|
|
||
Exercised
|
—
|
|
|
$
|
—
|
|
|
|
|
|
||
Terminated
|
—
|
|
|
$
|
—
|
|
|
|
|
|
||
Outstanding at October 29, 2017
|
1,617
|
|
|
$
|
50.34
|
|
|
8.9
|
|
$
|
1
|
|
Exercisable at October 29, 2017
|
544
|
|
|
$
|
51.40
|
|
|
8.2
|
|
$
|
—
|
|
|
2018
|
|
2017
|
Risk-free interest rate
|
2.06%
|
|
1.28%
|
Expected dividend yield
|
2.95%
|
|
2.26%
|
Expected volatility
|
19.60%
|
|
18.64%
|
Expected term
|
6 years
|
|
6 years
|
Grant-date fair value
|
$6.67
|
|
$7.51
|
|
Units
|
|
Weighted-
Average
Grant-Date
Fair Value
|
|||
|
(Restricted stock
units in thousands)
|
|
|
|||
Nonvested at July 30, 2017
|
1,221
|
|
|
$
|
50.86
|
|
Granted
|
657
|
|
|
$
|
46.88
|
|
Vested
|
(602
|
)
|
|
$
|
48.33
|
|
Forfeited
|
(21
|
)
|
|
$
|
51.00
|
|
Nonvested at October 29, 2017
|
1,255
|
|
|
$
|
49.99
|
|
|
Units
|
|
Weighted-
Average
Grant-Date
Fair Value
|
|||
|
(Restricted stock
units in thousands)
|
|
|
|||
Nonvested at July 30, 2017
|
1,774
|
|
|
$
|
48.24
|
|
Granted
|
943
|
|
|
$
|
39.39
|
|
Vested
|
(815
|
)
|
|
$
|
43.39
|
|
Forfeited
|
(28
|
)
|
|
$
|
47.91
|
|
Nonvested at October 29, 2017
|
1,874
|
|
|
$
|
46.25
|
|
|
2018
|
|
2017
|
Risk-free interest rate
|
1.58%
|
|
0.85%
|
Expected dividend yield
|
2.95%
|
|
2.26%
|
Expected volatility
|
19.07%
|
|
17.78%
|
Expected term
|
3 years
|
|
3 years
|
16.
|
Commitments and Contingencies
|
17.
|
Supplemental Financial Statement Data
|
|
October 29,
2017 |
|
July 30,
2017 |
||||
Inventories
|
|
|
|
||||
Raw materials, containers and supplies
|
$
|
423
|
|
|
$
|
377
|
|
Finished products
|
578
|
|
|
525
|
|
||
Total
|
$
|
1,001
|
|
|
$
|
902
|
|
|
Three Months Ended
|
||||||
|
October 29,
2017 |
|
October 30,
2016 |
||||
Other expenses / (income)
|
|
|
|
||||
Amortization of intangible assets
|
$
|
4
|
|
|
$
|
5
|
|
Net periodic benefit expense (income) other than the service cost
|
(42
|
)
|
|
5
|
|
||
Investment losses
|
8
|
|
|
—
|
|
||
Other
|
1
|
|
|
1
|
|
||
Total
|
$
|
(29
|
)
|
|
$
|
11
|
|
•
|
Net sales
decreased
2%
in
2018
to
$2.161 billion
primarily due to lower volume in Americas Simple Meals and Beverages, partially offset by gains in Global Biscuits and Snacks.
|
•
|
Gross profit, as a percent of sales,
decreased
to
36.2%
from
38.6%
a year ago. The decrease was primarily due to cost inflation and higher supply chain costs, and unfavorable mix, partially offset by productivity improvements and increased benefits from cost savings initiatives.
|
•
|
Administrative expenses
increased
19%
to
$149 million
from
$125 million
a year ago. The increase was primarily due to an increase in information technology costs, higher costs related to the implementation of the new organizational structure and cost savings initiatives, costs associated with the pending acquisition of Pacific Foods of Oregon, Inc.(Pacific Foods), inflation, investments in long-term innovation, and the impact of currency translation.
|
•
|
Other expenses / (income) decreased from expense of
$11 million
in
2017
to income of
$29 million
in
2018
, primarily due to gains on pension and postretirement benefit mark-to-market adjustments in the current quarter compared to losses in the prior-year quarter.
|
•
|
The effective tax rate declined to
28.0%
in
2018
from
31.9%
in
2017
, primarily due to the favorable resolution of a state tax matter in
2018
.
|
•
|
Earnings per share were
$.91
in
2018
, compared to
$.94
a year ago. The current and prior-year quarter included expenses of
$.01
and
$.06
per share, respectively, from items impacting comparability as discussed below.
|
•
|
In the first quarter of
2018
, we recognized gains of
$14 million
in Other expenses / (income) ($9 million after tax, or
$.03
per share) associated with mark-to-market adjustments for defined benefit pension and postretirement plans. In the first quarter of
2017
, we recognized losses of
$20 million
in Other expenses / (income) ($13 million after tax, or $.04 per share) associated with mark-to-market adjustments for defined benefit pension and postretirement plans; and
|
•
|
In 2015, we implemented a new enterprise design and initiatives to reduce costs and to streamline our organizational structure. In 2017, we expanded these cost savings initiatives by further optimizing our supply chain network, primarily in North America, continuing to evolve our operating model to drive efficiencies, and more fully integrating our recent acquisitions. In the first quarter of
2018
, we recorded a pre-tax restructuring charge of $2 million and implementation costs and other related costs of $12 million in Administrative expenses and $5 million in Cost of products sold (aggregate impact of $12 million after tax, or $.04 per share) related to these initiatives. In the first quarter of
2017
, we recorded a pre-tax restructuring charge of $1 million and implementation costs and other related costs of $8 million in Administrative expenses (aggregate impact of $6 million after tax, or $.02 per share) related to these initiatives. See Note 7 to the Consolidated Financial Statements and "Restructuring Charges and Cost Savings Initiatives" for additional information.
|
|
Three Months Ended
|
||||||||||||||
|
October 29, 2017
|
|
October 30, 2016
|
||||||||||||
(Millions, except per share amounts)
|
Earnings
Impact
|
|
EPS
Impact
|
|
Earnings
Impact
|
|
EPS
Impact
|
||||||||
Net earnings attributable to Campbell Soup Company
|
$
|
275
|
|
|
$
|
.91
|
|
|
$
|
292
|
|
|
$
|
.94
|
|
|
|
|
|
|
|
|
|
||||||||
Pension and postretirement benefit mark-to-market adjustments
|
$
|
9
|
|
|
$
|
.03
|
|
|
$
|
(13
|
)
|
|
$
|
(.04
|
)
|
Restructuring charges, implementation costs and other related costs
|
(12
|
)
|
|
(.04
|
)
|
|
(6
|
)
|
|
(.02
|
)
|
||||
Impact of items on Net earnings
|
$
|
(3
|
)
|
|
$
|
(.01
|
)
|
|
$
|
(19
|
)
|
|
$
|
(.06
|
)
|
|
Three Months Ended
|
|
|
||||||
(Millions)
|
October 29, 2017
|
|
October 30, 2016
|
|
% Change
|
||||
Americas Simple Meals and Beverages
|
$
|
1,218
|
|
|
$
|
1,278
|
|
|
(5)%
|
Global Biscuits and Snacks
|
709
|
|
|
690
|
|
|
3
|
||
Campbell Fresh
|
234
|
|
|
234
|
|
|
—
|
||
|
$
|
2,161
|
|
|
$
|
2,202
|
|
|
(2)%
|
|
Americas Simple Meals and Beverages
|
|
Global Biscuits and Snacks
|
|
Campbell Fresh
|
|
Total
|
Volume and Mix
|
(5)%
|
|
2%
|
|
(1)%
|
|
(2)%
|
Decreased Promotional Spending
(1)
|
—
|
|
—
|
|
1
|
|
—
|
Currency
|
—
|
|
1
|
|
—
|
|
—
|
|
(5)%
|
|
3%
|
|
—%
|
|
(2)%
|
(1)
|
Represents revenue reductions from trade promotion and consumer coupon redemption programs.
|
|
Margin Impact
|
Cost inflation, supply chain costs and other factors
(1)
|
(2.5)%
|
Mix
|
(0.8)
|
Restructuring-related costs
|
(0.3)
|
Lower selling prices
|
(0.2)
|
Lower level of promotional spending
|
0.1
|
Productivity improvements
|
1.3
|
|
(2.4)%
|
(1)
|
Includes a positive margin impact of 0.6 of a point from cost savings initiatives, which was more than offset by cost inflation and other factors, including higher carrot costs and higher transportation and logistics costs in 2018.
|
|
|
Three Months Ended
|
|
|
||||||
(Millions)
|
|
October 29, 2017
|
|
October 30, 2016
|
|
% Change
(2)
|
||||
Americas Simple Meals and Beverages
|
|
$
|
328
|
|
|
$
|
380
|
|
|
(14)%
|
Global Biscuits and Snacks
|
|
120
|
|
|
115
|
|
|
4
|
||
Campbell Fresh
|
|
(6
|
)
|
|
1
|
|
|
n/m
|
||
|
|
442
|
|
|
496
|
|
|
(11)%
|
||
Corporate
|
|
(28
|
)
|
|
(38
|
)
|
|
|
||
Restructuring charges
(1)
|
|
(2
|
)
|
|
(1
|
)
|
|
|
||
Earnings before interest and taxes
|
|
$
|
412
|
|
|
$
|
457
|
|
|
|
(1)
|
See Note 7 to the Consolidated Financial Statements for additional information on restructuring charges.
|
(2)
|
n/m - Not meaningful.
|
|
Three Months Ended
|
|
Year Ended
|
||||||||||||||||
(Millions, except per share amounts)
|
October 29, 2017
|
|
October 30, 2016
|
|
July 30, 2017
|
|
July 31, 2016
|
|
August 2, 2015
|
||||||||||
Restructuring charges
|
$
|
2
|
|
|
$
|
1
|
|
|
$
|
18
|
|
|
$
|
35
|
|
|
$
|
102
|
|
Administrative expenses
|
12
|
|
|
8
|
|
|
36
|
|
|
47
|
|
|
22
|
|
|||||
Cost of products sold
|
5
|
|
|
—
|
|
|
4
|
|
|
—
|
|
|
—
|
|
|||||
Total pre-tax charges
|
$
|
19
|
|
|
$
|
9
|
|
|
$
|
58
|
|
|
$
|
82
|
|
|
$
|
124
|
|
|
|||||||||||||||||||
Aggregate after-tax impact
|
$
|
12
|
|
|
$
|
6
|
|
|
$
|
37
|
|
|
$
|
52
|
|
|
$
|
78
|
|
Per share impact
|
$
|
.04
|
|
|
$
|
.02
|
|
|
$
|
.12
|
|
|
$
|
.17
|
|
|
$
|
.25
|
|
(Millions)
|
Recognized as of October 29, 2017
|
||
Severance pay and benefits
|
$
|
137
|
|
Asset impairment/accelerated depreciation
|
17
|
|
|
Implementation costs and other related costs
|
129
|
|
|
Total
|
$
|
283
|
|
|
Year Ended
|
||||||||||
(Millions)
|
July 30,
2017 |
|
July 31, 2016
|
|
August 2, 2015
|
||||||
Total pre-tax savings
|
$
|
325
|
|
|
$
|
215
|
|
|
$
|
85
|
|
|
October 29, 2017
|
||||||
(Millions)
|
Three Months Ended
|
|
Costs Incurred to Date
|
||||
Americas Simple Meals and Beverages
|
$
|
7
|
|
|
$
|
99
|
|
Global Biscuits and Snacks
|
6
|
|
|
84
|
|
||
Campbell Fresh
|
1
|
|
|
7
|
|
||
Corporate
|
5
|
|
|
93
|
|
||
Total
|
$
|
19
|
|
|
$
|
283
|
|
•
|
changes in consumer demand for our products and favorable perception of our brands;
|
•
|
the risks associated with trade and consumer acceptance of product improvements, shelving initiatives, new products and pricing and promotional strategies;
|
•
|
the impact of strong competitive response to our efforts to leverage our brand power with product innovation, promotional programs and new advertising;
|
•
|
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 continue to increase their significance to our business;
|
•
|
our ability to realize projected cost savings and benefits from our efficiency and/or restructuring initiatives;
|
•
|
our ability to manage changes to our organizational structure and/or business processes, including our selling, distribution, manufacturing and information management systems or processes;
|
•
|
product quality and safety issues, including recalls and product liabilities;
|
•
|
the ability to complete and to realize the projected benefits of acquisitions, divestitures and other business portfolio changes;
|
•
|
disruptions to our supply chain, including fluctuations in the supply of and inflation in energy and raw and packaging materials cost;
|
•
|
the uncertainties of litigation and regulatory actions against us;
|
•
|
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 impact of non-U.S. operations, including export and import restrictions, public corruption and compliance with foreign laws and regulations;
|
•
|
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;
|
•
|
a material failure in or breach of our information technology systems;
|
•
|
our ability to attract and retain key talent;
|
•
|
changes in currency exchange rates, tax rates, interest rates, debt and equity markets, inflation rates, economic conditions, law, regulation and other external factors; and
|
•
|
unforeseen business disruptions in one or more of our markets due to political instability, civil disobedience, terrorism, armed hostilities, extreme weather conditions, 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
|
Period
|
Total Number
of Shares
Purchased
(1)
|
|
Average
Price Paid
Per Share
(2)
|
|
Total Number of
Shares Purchased
as Part of Publicly
Announced Plans or
Programs
(3)
|
|
Approximate
Dollar Value of
Shares that may yet
be Purchased
Under the Plans or
Programs
($ in Millions)
(3)
|
|||
7/31/17 - 8/31/17
|
—
|
|
|
—
|
|
|
—
|
|
|
$1,371
|
9/1/17 - 9/29/17
|
1,448,045
|
|
(4)
|
$47.27
|
(4)
|
1,320,700
|
|
|
$1,308
|
|
10/2/17 - 10/27/17
|
365,600
|
|
(5)
|
$46.59
|
(5)
|
267,600
|
|
|
$1,296
|
|
Total
|
1,813,645
|
|
|
$47.13
|
|
1,588,300
|
|
|
$1,296
|
(1)
|
Shares purchased are as of the trade date. Includes 225,345 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 first quarter of 2018, we had a publicly announced strategic share repurchase program. Under this program, which was announced on March 22, 2017 and effective May 1, 2017, our Board of Directors authorized the purchase of up to $1.5 billion of our stock. The program has no expiration date. Pursuant to our longstanding practice, under a separate authorization for 2018, we expect to continue purchasing shares sufficient to offset shares issued under our incentive compensation plans.
|
(4)
|
Includes 127,345 shares repurchased in open-market transactions at an average price of $46.76 primarily to offset the dilutive impact to existing shareholders of issuances under stock compensation plans.
|
(5)
|
Includes 98,000 shares repurchased in open-market transactions at an average price of $46.59 primarily to offset the dilutive impact to existing shareholders of issuances under stock compensation plans.
|
Item 6.
|
Exhibits
|
|
|
10(a)*
|
|
|
|
10(b)*
|
|
|
|
31(a)
|
|
|
|
31(b)
|
|
|
|
32(a)
|
|
|
|
32(b)
|
|
|
|
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/ Stanley Polomski
|
|
|
Stanley Polomski
|
|
|
Vice President and Controller
|
|
|
|
$350,000
|
Chairman of the Board
|
$25,000
|
Audit Committee chair
|
$20,000
|
Compensation and Organization Committee chair
|
$15,000
|
Finance Committee chair
|
$15,000
|
Governance Committee chairs
|
$7,500
|
Audit Committee members (excluding the Audit Committee chair)
|
|
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
|
|