For the Fiscal Year Ended
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Commission File Number
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July 28, 2019
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1-3822
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New Jersey
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21-0419870
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State of Incorporation
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I.R.S. Employer Identification No.
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Title of Each Class
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Trading Symbol
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Name of Each Exchange on Which Registered
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Capital Stock, par value $.0375
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CPB
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New York Stock Exchange
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Large accelerated filer þ
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Accelerated filer ☐
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Non-accelerated filer ☐
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Smaller reporting company ☐
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Emerging growth company ☐
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•
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signed a definitive agreement for the sale of our Kelsen business on July 12, 2019, and completed the sale on September 23, 2019;
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•
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signed a definitive agreement on August 1, 2019, for the sale of our Arnott’s business and certain other international operations, including the simple meals and shelf-stable beverages businesses in Australia and Asia Pacific (the Arnott’s and international operations); and
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•
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signed a definitive agreement on September 18, 2019, for the sale of our European chips business.
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•
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Meals & Beverages, which includes the retail and foodservice 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; Pacific Foods broth, soups, non-dairy beverages and other simple meals; Prego pasta sauces; Pace Mexican sauces; Campbell’s gravies, pasta, beans and dinner sauces; Swanson canned poultry; Plum baby food and snacks; V8 juices and beverages; and Campbell’s tomato juice. The segment also includes the simple meals and shelf-stable beverages business in Latin America; and
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•
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Snacks, which consists of Pepperidge Farm cookies, crackers, fresh bakery and frozen products in U.S. retail, including Milano cookies and Goldfish crackers; and Snyder’s of Hanover pretzels, Lance sandwich crackers, Cape Cod and Kettle Brand potato chips, Late July snacks, Snack Factory Pretzel Crisps, Pop Secret popcorn, Emerald nuts, and other snacking products in the U.S. and Canada. The segment also includes our European chips business.
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•
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increasing the possibility of a downgrade in our credit rating;
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•
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increasing our exposure to fluctuations in interest rates;
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•
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subjecting us to new financial and other covenants;
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•
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increasing our vulnerability to, and reducing our flexibility to respond to, general adverse economic and industry conditions;
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•
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limiting our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate, including undertaking significant capital projects;
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•
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placing us at a competitive disadvantage as compared to our competitors, to the extent that they are not as highly leveraged; and
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•
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restricting us from pursuing certain business opportunities, including other acquisitions.
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•
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the inability to integrate acquired businesses into our existing operations in a timely and cost-efficient manner;
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•
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diversion of management's attention from other business concerns;
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•
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potential loss of key employees, suppliers and/or customers of acquired businesses;
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•
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assumption of unknown risks and liabilities;
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•
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the inability to achieve anticipated benefits, including revenues or other operating results;
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•
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operating costs of acquired businesses may be greater than expected;
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•
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the inability to promptly implement an effective control environment; and
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•
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the risks inherent in entering markets or lines of business with which we have limited or no prior experience.
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Arizona
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Indiana
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Pennsylvania
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Goodyear (S)
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Jeffersonville (S)
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Denver (S)
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California
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Massachusetts
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Downingtown (S)
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Dixon (MB)
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Hyannis (S)
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Hanover (S)
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Stockton (MB)
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North Carolina
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Texas
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Connecticut
|
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Charlotte (S)
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Paris (MB)
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Bloomfield (S)
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Maxton (MB)
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Utah
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Florida
|
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Ohio
|
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Richmond (S)
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Lakeland (S)
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Ashland (S)
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Wisconsin
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Georgia
|
|
Napoleon (MB)
|
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Beloit (S)
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Columbus (S)
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Willard (S)
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Franklin (S)
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Illinois
|
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Oregon
|
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Milwaukee (MB)
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Downers Grove (S)
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Salem (S)
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Tualatin (MB)
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Australia
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England
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Indonesia
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Huntingwood*
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Norwich (S)*
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Bekasi*
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Marleston*
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Wednesbury (S)*
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Malaysia
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Shepparton*
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Selangor Darul Ehsan*
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Virginia*
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Name, Present Title & Business Experience
|
Age
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Year First
Appointed
Executive
Officer
|
Carlos A. Abrams-Rivera, Senior Vice President and President, Campbell Snacks. President, Campbell Snacks (2018-2019). President of Pepperidge Farm (2015-2018). President, Gum & Candy - Latin America of Mondelez International (2015). President, Mondelez Mexico of Mondelez International (2013-2015).
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52
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2019
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Xavier F. Boza, Senior Vice President and Chief Human Resources Officer. Vice President, Human Resources of Campbell Soup Company (2015 - 2018). Regional Vice President, Human Resources of Kellogg Company (2013 - 2015).
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55
|
2018
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Mark A. Clouse, President and Chief Executive Officer. Chief Executive Officer of Pinnacle Foods, Inc. (2016 - 2018). Chief Commercial Officer (2016) and Executive Vice President and Chief Growth Officer (2014-2016) of Mondelez International, Inc.
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51
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2019
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Adam G. Ciongoli, Senior Vice President and General Counsel. Executive Vice President and General Counsel of Lincoln Financial Group (2012 - 2015).
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51
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2015
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Anthony P. DiSilvestro, Senior Vice President and Chief Financial Officer. We have employed Mr. DiSilvestro in an executive or managerial capacity for at least five years.
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60
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2004
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Christopher D. Foley, Senior Vice President and President, Campbell Meals & Beverages. We have employed Mr. Foley in an executive or managerial capacity for at least five years.
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47
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2019
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Robert J. Furbee, Senior Vice President, Global Supply Chain. We have employed Mr. Furbee in an executive or managerial capacity for at least five years.
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57
|
2017
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Craig S. Slavtcheff, Senior Vice President, Global R&D. We have employed Mr. Slavtcheff in an executive or managerial capacity for at least five years.
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52
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2019
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Item 5.
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Market for Registrant’s Capital Stock, Related Shareholder Matters and Issuer Purchases of Equity Securities
|
|
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2014
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2015
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2016
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|
2017
|
|
2018
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|
2019
|
Campbell
|
|
100
|
|
121
|
|
156
|
|
136
|
|
108
|
|
113
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S&P 500
|
|
100
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|
112
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|
118
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|
137
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|
159
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|
174
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S&P Packaged Foods Group
|
|
100
|
|
125
|
|
147
|
|
138
|
|
129
|
|
141
|
Fiscal Year
|
2019(1)
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|
2018(2)
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2017(3)
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2016(4)
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2015(5)
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||||||||||
(Millions, except per share amounts)
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||||||||||||||||||
Summary of Operations
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|
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||||||||||
Net sales
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$
|
8,107
|
|
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$
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6,615
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|
|
$
|
5,837
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|
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$
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5,868
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|
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$
|
5,945
|
|
Earnings before interest and taxes
|
979
|
|
|
1,010
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|
|
1,431
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|
|
865
|
|
|
812
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|||||
Earnings before taxes
|
625
|
|
|
830
|
|
|
1,316
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|
|
751
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|
|
705
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|||||
Earnings from continuing operations
|
474
|
|
|
724
|
|
|
924
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|
|
509
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|
|
491
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|
|||||
Earnings (loss) from discontinued operations
|
(263
|
)
|
|
(463
|
)
|
|
(37
|
)
|
|
54
|
|
|
175
|
|
|||||
Net earnings
|
211
|
|
|
261
|
|
|
887
|
|
|
563
|
|
|
666
|
|
|||||
Net earnings attributable to Campbell Soup Company
|
211
|
|
|
261
|
|
|
887
|
|
|
563
|
|
|
666
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|
|||||
Financial Position
|
|
|
|
|
|
|
|
|
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||||||||||
Total assets
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$
|
13,148
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|
|
$
|
14,529
|
|
|
$
|
7,726
|
|
|
$
|
7,837
|
|
|
$
|
8,077
|
|
Total debt(6)
|
8,712
|
|
|
9,894
|
|
|
3,536
|
|
|
3,533
|
|
|
4,082
|
|
|||||
Total equity
|
1,112
|
|
|
1,373
|
|
|
1,645
|
|
|
1,533
|
|
|
1,377
|
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|||||
Per Share Data
|
|
|
|
|
|
|
|
|
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||||||||||
Earnings from continuing operations attributable to Campbell Soup Company - basic
|
$
|
1.57
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|
|
$
|
2.41
|
|
|
$
|
3.03
|
|
|
$
|
1.65
|
|
|
$
|
1.57
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|
Earnings from continuing operations attributable to Campbell Soup Company - assuming dilution
|
1.57
|
|
|
2.40
|
|
|
3.01
|
|
|
1.64
|
|
|
1.57
|
|
|||||
Net earnings attributable to Campbell Soup Company - basic
|
.70
|
|
|
.87
|
|
|
2.91
|
|
|
1.82
|
|
|
2.13
|
|
|||||
Net earnings attributable to Campbell Soup Company - assuming dilution
|
.70
|
|
|
.86
|
|
|
2.89
|
|
|
1.81
|
|
|
2.13
|
|
|||||
Dividends declared
|
1.40
|
|
|
1.40
|
|
|
1.40
|
|
|
1.248
|
|
|
1.248
|
|
|||||
Other Statistics
|
|
|
|
|
|
|
|
|
|
||||||||||
Capital expenditures
|
$
|
384
|
|
|
$
|
407
|
|
|
$
|
338
|
|
|
$
|
341
|
|
|
$
|
380
|
|
Weighted average shares outstanding - basic
|
301
|
|
|
301
|
|
|
305
|
|
|
309
|
|
|
312
|
|
|||||
Weighted average shares outstanding - assuming dilution
|
302
|
|
|
302
|
|
|
307
|
|
|
311
|
|
|
313
|
|
(1)
|
The 2019 earnings from continuing operations attributable to Campbell Soup Company were impacted by the following: a restructuring charge and costs of $92 million ($.30 per share) associated with restructuring and cost savings initiatives; impairment charges of $13 million ($.04 per share) related to the European chips business; a pension settlement charge of $22 million ($.07 per share); losses of $93 million ($.31 per share) associated with mark-to-market adjustments for defined benefit pension and postretirement plans; and a tax charge of $2 million ($.01 per share) due to the enactment of the Tax Cuts and Jobs Act that was signed into law in December 2017 (the Act). Loss from discontinued operations was impacted by the following: impairment charges of $275 million ($.91 per share) related to Campbell Fresh; expenses of $51 million ($.17 per share) associated with the sale process of the businesses in Campbell Fresh, including losses on the sale of the businesses, and on deferred tax assets that were not realizable; impairment charges of $12 million ($.04 per share) related to Kelsen; costs of $10 million ($.03 per share) associated with the planned divestiture of Campbell International; and losses of $9 million ($.03 per share) associated with mark-to-market adjustments for defined benefit pension plans.
|
(2)
|
The 2018 earnings from continuing operations attributable to Campbell Soup Company were impacted by the following: a restructuring charge and costs of $132 million ($.44 per share) associated with restructuring and cost savings initiatives; gains of $100 million ($.33 per share) associated with mark-to-market adjustments for defined benefit pension and postretirement plans; impairment charges of $41 million ($.14 per share) related to the Plum trademark; transaction and integration costs of $73 million ($.24 per share) associated with the acquisition of Snyder's-Lance; a net tax benefit of $126 million ($.42 per share) due to the enactment of the Act; and a loss of $15 million ($.05 per share) related to the settlement of a legal claim. Loss from discontinued operations was impacted by the following: a restructuring charge and costs of $4 million ($.01 per share) associated with restructuring and cost savings initiatives; impairment charges of $571 million ($1.89 per share) related to the Bolthouse Farms refrigerated beverages and salad dressings reporting unit, the deli reporting unit, and the Bolthouse Farms carrot and carrot ingredients reporting unit; and gains of $3 million ($.01 per share) associated with mark-to-market and curtailment adjustments for defined benefit pension plans.
|
(3)
|
The 2017 earnings from continuing operations attributable to Campbell Soup Company were impacted by the following: a restructuring charge and costs of $30 million ($.10 per share) associated with restructuring and cost savings initiatives; gains of $100 million ($.33 per share) associated with mark-to-market adjustments for defined benefit pension and postretirement plans; and a tax benefit of $52 million ($.17 per share) primarily associated with the sale of intercompany notes receivable to a financial institution. Loss from discontinued operations were impacted by the following: a restructuring charge and costs of $7 million ($.02 per share) associated with restructuring and cost savings initiatives; impairment charges of $180 million ($.59 per share) related to the intangible assets of the Bolthouse Farms carrot and carrot ingredients reporting unit and the Garden Fresh Gourmet reporting unit; a reduction to interest expense of $4 million ($.01 per share) primarily associated with the sale of intercompany notes receivable to a financial institution; and gains of $16 million ($.05 per share) associated with mark-to-market adjustments for defined benefit pension plans.
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(4)
|
The 2016 earnings from continuing operations attributable to Campbell Soup Company were impacted by the following: a restructuring charge and costs of $49 million ($.16 per share) associated with restructuring and cost savings initiatives; and losses of $187 million ($.60 per share) associated with mark-to-market adjustments for defined benefit pension and postretirement plans. Earnings from discontinued operations were impacted by the following: impairment charges of $127 million ($.41 per share) related to the intangible assets of the Bolthouse Farms carrot and carrot ingredients reporting unit; losses of $13 million ($.04 per share) associated with mark-to-market adjustments for defined benefit pension plans; and a gain of $25 million ($.08 per share) associated with a settlement of a claim related to the Kelsen acquisition.
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(5)
|
The 2015 earnings from continuing operations attributable to Campbell Soup Company were impacted by the following: a restructuring charge and costs of $76 million ($.24 per share) associated with restructuring and cost savings initiatives and losses of $86 million ($.27 per share) associated with mark-to-market adjustments for defined benefit pension and postretirement plans. Earnings from discontinued operations were impacted by the following: a restructuring charge of $2 million ($.01 per share) associated with restructuring and cost savings initiatives and losses of $1 million associated with mark-to-market adjustments for defined benefit pension plans.
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(6)
|
Total debt includes debt related to discontinued operations. In 2019 and 2018, debt related to discontinued operations was $238 million and $378 million, respectively.
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•
|
Net sales increased 23% in 2019 to $8.107 billion, primarily due to a 23-point benefit from the acquisitions of Snyder's-Lance and Pacific Foods of Oregon, LLC (Pacific Foods).
|
•
|
Gross profit, as a percent of sales, decreased to 33.2% from 35.9% a year ago. The decrease was primarily due to cost inflation and higher supply chain costs, and the dilutive impact of acquisitions, partially offset by productivity improvements.
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•
|
Interest expense increased to $356 million in 2019 from $183 million, primarily due to higher levels of debt associated with funding the acquisitions discussed above, higher average interest rates on the debt portfolio and an $18 million gain on treasury rate lock contracts in the prior year used to hedge the planned financing of the Snyder's-Lance acquisition.
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•
|
The effective tax rate was 24.2% in 2019, compared to 12.8% in 2018. The prior year included a $126 million net tax benefit related to the remeasurement of deferred tax assets and liabilities and a transition tax on unremitted foreign earnings as a result of the enactment of the Tax Cuts and Jobs Act of 2017 (the Act). See Note 12 to the Consolidated Financial Statements for additional information. After adjusting for this item, the remaining decrease in the effective tax rate was primarily due to the ongoing lower U.S. federal tax rate as a result of the Act.
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•
|
Earnings from continuing operations per share were $1.57 in 2019, compared to $2.40 a year ago. The current and prior year included expenses of $.74 and $.12 per share, respectively, from items impacting comparability as discussed below.
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•
|
Loss from discontinued operations per share was $.87 in the 2019, compared to $1.53 a year ago. The current and prior year included expenses of $1.18 and $1.89 per share, respectively, from items impacting comparability as discussed below.
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•
|
Cash flows from operations were $1.398 billion in 2019, compared to $1.305 billion in 2018. The increase was primarily due to improvements in working capital management efforts and higher cash earnings.
|
•
|
In 2019, we recognized losses of $122 million in Other expenses / (income) ($93 million after tax, or $.31 per share) associated with mark-to-market adjustments for defined benefit pension and postretirement plans. In 2018, we recognized gains of $131 million in Other expenses / (income) ($100 million after tax, or $.33 per share) associated with mark-to-market adjustments for defined benefit pension and postretirement plans;
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•
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In 2019, we recognized a pre-tax pension settlement charge in Other expenses / (income) of $28 million ($22 million after tax, or $.07 per share) associated with a U.S. pension plan. The settlement resulted from the level of lump sum distributions from the plan's assets in 2019;
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•
|
In 2015, we implemented 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 January 2018, as part of the expanded initiatives, we authorized additional costs to improve the operational efficiency of our thermal supply chain network in North America by closing our manufacturing facility in Toronto, Ontario, and to optimize our information technology infrastructure by migrating certain applications to the latest cloud technology platform. In August 2018, we announced that we will continue to streamline our organization, expand our zero-based budgeting efforts and optimize our manufacturing network. In 2019, we began to include costs associated with the Snyder's-Lance cost transformation program and integration with these initiatives. In 2019, we recorded a pre-tax restructuring charge of $31 million and implementation costs and other related costs of $62 million in Administrative expenses, $18 million in Cost of products sold, $7 million in Marketing and selling expenses, and $3 million in Research and development expenses (aggregate impact of $92 million after tax, or $.30 per share) related to these initiatives. In 2018, we recorded a pre-tax restructuring charge of $42 million and implementation costs and other related costs of $87 million in Administrative expenses, $45 million in Cost of products sold, and $3 million in Marketing and selling expenses (aggregate impact of $132 million after tax, or $.44 per share) related to these initiatives. See Note 8 to the Consolidated Financial Statements and "Restructuring Charges and Cost Savings Initiatives" for additional information;
|
•
|
In 2019 and 2018, we reflected the impact on taxes of the enactment of the Act that was signed into law in December 2017. In 2019, we recorded a tax charge of $2 million ($.01 per share) related to a transition tax on unremitted foreign earnings. In 2018, we recorded a tax benefit of $179 million due to the remeasurement of deferred tax assets and liabilities, and a tax charge of $53 million related to a transition tax on unremitted foreign earnings. The net impact was a tax benefit of $126 million ($.42 per share). See Note 12 to the Consolidated Financial Statements and "Taxes on Earnings" for additional information;
|
•
|
In the fourth quarter of 2019, we performed an assessment on the assets within the European chips business and recorded a non-cash impairment charge of $16 million ($13 million after tax, or $.04 per share) on intangible assets in Other expenses / (income). In the fourth quarter of 2018, we performed an impairment assessment on the Plum trademark. In 2018, sales and operating performance were well below expectations due in part to competitive pressure and reduced margins. In the fourth quarter of 2018, as part of a strategic review initiated by a new leadership team and based on recent performance, we lowered our long-term outlook for future sales. We recorded a non-cash impairment charge of $54 million ($41 million after tax, or $.14 per share) in Other expenses / (income). See Note 6 to the Consolidated Financial Statements for additional information;
|
•
|
In the second quarter of 2018, we announced our intent to acquire Snyder's-Lance and on March 26, 2018, the acquisition closed. In 2018, we incurred $120 million of transaction and integration costs, of which $13 million was recorded in Restructuring charges, $12 million in Administrative expenses, $53 million in Other expenses / (income), and $42 million in Cost of products sold associated with an acquisition date fair value adjustment for inventory. We also recorded a gain in Interest expense of $18 million on treasury rate lock contracts used to hedge the planned financing of the acquisition. The aggregate impact was $102 million, $73 million after tax, or $.24 per share; and
|
•
|
In 2018, we recorded expense of $22 million in Other expenses / (income) ($15 million after tax, or $.05 per share) from a settlement of a legal claim.
|
•
|
In 2019, we recognized losses of $12 million ($9 million after tax, or $.03 per share) associated with mark-to-market adjustments for defined benefit pension plans. In 2018, we recognized gains of $5 million ($3 million after tax, or $.01 per share) associated with mark-to-market and curtailment adjustments for defined benefit pension plans;
|
•
|
In 2018, we recorded a pre-tax restructuring charge of $7 million and implementation costs and other related costs of $1 million in Administrative expenses (aggregate impact of $4 million after tax, or $.01 per share) related to the cost savings initiatives discussed above. See Note 8 to the Consolidated Financial Statements and "Restructuring Charges and Cost Savings Initiatives" for additional information;
|
•
|
In the fourth quarter of 2019, as part of the company's annual review of intangible assets, we recognized a non-cash impairment charge of $7 million on a trademark and $10 million on goodwill in Kelsen due to a lower long-term outlook for sales and the pending sale of the business. The aggregate impact was $17 million ($12 million after tax, or $.04 per share).
|
•
|
In 2019, we incurred pre-tax expenses of $32 million associated with the sale process of the businesses in Campbell Fresh, including transaction costs. In addition, we recorded tax expense of $29 million as deferred tax assets on Bolthouse Farms were not realizable. The aggregate impact was $51 million after tax, or $.17 per share. In 2019, we also incurred costs of $12 million ($10 million after tax, or $.03 per share) associated with the planned divestiture of Campbell International. The total aggregate impact was $61 million after tax, or $.20 per share.
|
|
2019
|
|
2018
|
||||||||||||
(Millions, except per share amounts)
|
Earnings
Impact
|
|
EPS
Impact
|
|
Earnings
Impact
|
|
EPS
Impact
|
||||||||
Earnings from continuing operations attributable to Campbell Soup Company
|
$
|
474
|
|
|
$
|
1.57
|
|
|
$
|
724
|
|
|
$
|
2.40
|
|
Loss from discontinued operations
|
$
|
(263
|
)
|
|
$
|
(.87
|
)
|
|
$
|
(463
|
)
|
|
$
|
(1.53
|
)
|
Net earnings attributable to Campbell Soup Company(1)
|
$
|
211
|
|
|
$
|
.70
|
|
|
$
|
261
|
|
|
$
|
.86
|
|
|
|
|
|
|
|
|
|
||||||||
Continuing operations:
|
|
|
|
|
|
|
|
||||||||
Pension and postretirement benefit mark-to-market adjustments
|
$
|
(93
|
)
|
|
$
|
(.31
|
)
|
|
$
|
100
|
|
|
$
|
.33
|
|
Pension settlement
|
(22
|
)
|
|
(.07
|
)
|
|
—
|
|
|
—
|
|
||||
Restructuring charges, implementation costs and other related costs
|
(92
|
)
|
|
(.30
|
)
|
|
(132
|
)
|
|
(.44
|
)
|
||||
Tax reform
|
(2
|
)
|
|
(.01
|
)
|
|
126
|
|
|
.42
|
|
||||
Impairment charges
|
(13
|
)
|
|
(.04
|
)
|
|
(41
|
)
|
|
(.14
|
)
|
||||
Transaction and integration costs
|
—
|
|
|
—
|
|
|
(73
|
)
|
|
(.24
|
)
|
||||
Claim settlement
|
—
|
|
|
—
|
|
|
(15
|
)
|
|
(.05
|
)
|
||||
Impact of items on Earnings from continuing operations(1)
|
$
|
(222
|
)
|
|
$
|
(.74
|
)
|
|
$
|
(35
|
)
|
|
$
|
(.12
|
)
|
|
|
|
|
|
|
|
|
||||||||
Discontinued operations:
|
|
|
|
|
|
|
|
||||||||
Pension benefit mark-to-market and curtailment adjustments
|
$
|
(9
|
)
|
|
$
|
(.03
|
)
|
|
$
|
3
|
|
|
$
|
.01
|
|
Restructuring charges, implementation costs and other related costs
|
—
|
|
|
—
|
|
|
(4
|
)
|
|
(.01
|
)
|
||||
Impairment charges
|
(287
|
)
|
|
(.95
|
)
|
|
(571
|
)
|
|
(1.89
|
)
|
||||
Costs associated with divestitures
|
(61
|
)
|
|
(.20
|
)
|
|
—
|
|
|
—
|
|
||||
Impact of items on Loss from discontinued operations
|
$
|
(357
|
)
|
|
$
|
(1.18
|
)
|
|
$
|
(572
|
)
|
|
$
|
(1.89
|
)
|
(1)
|
Sum of the individual amounts may not add due to rounding.
|
•
|
In 2017, we recognized gains of $156 million in Other expenses / (income) ($100 million after tax, or $.33 per share) associated with mark-to-market adjustments for defined benefit pension and postretirement plans;
|
•
|
In 2017, we recorded a pre-tax restructuring charge of $11 million and implementation costs and other related costs of $33 million in Administrative expenses and $4 million in Cost of products sold (aggregate impact of $30 million after tax, or $.10 per share) related to the cost savings initiatives discussed above. See Note 8 to the Consolidated Financial Statements and "Restructuring Charges and Cost Savings Initiatives" for additional information; and
|
•
|
In 2017, we recorded a tax benefit of $52 million ($.17 per share) in Taxes on earnings primarily related to the sale of intercompany notes receivable to a financial institution, which resulted in the recognition of foreign exchange losses on the notes for tax purposes. See Note 12 to the Consolidated Financial Statements for additional information.
|
•
|
In 2017, we recognized gains of $22 million ($16 million after tax, or $.05 per share) associated with mark-to-market adjustments for defined benefit pension plans;
|
•
|
In 2017, we recorded a pre-tax restructuring charge of $7 million and implementation costs and other related costs of $3 million in Administrative expenses (aggregate impact of $7 million after tax, or $.02 per share) related to the cost savings initiatives discussed above. See Note 8 to the Consolidated Financial Statements and "Restructuring Charges and Cost Savings Initiatives" for additional information;
|
•
|
In the second quarter of 2017, we performed an interim impairment assessment on the intangible assets of the Bolthouse Farms carrot and carrot ingredients reporting unit and the Garden Fresh Gourmet reporting unit as operating performance was well below expectations and a new leadership team of the Campbell Fresh division initiated a strategic review which led to a revised outlook for future sales, earnings, and cash flow. We recorded a non-cash impairment charge of $147 million ($139 million after tax, or $.45 per share) related to intangible assets of the Bolthouse Farms carrot and carrot ingredients reporting unit and a non-cash impairment charge of $65 million ($41 million after tax, or $.13 per share) related to the intangible assets of the Garden Fresh Gourmet reporting unit (aggregate pre-tax impact of $212 million, $180 million after tax, or $.59 per share); and
|
•
|
In 2017, we recorded a $6 million reduction to interest expense ($4 million after tax, or $.01 per share) related to premiums and fees received on the sale of the intercompany notes receivable discussed above.
|
|
2018
|
|
2017
|
||||||||||||
(Millions, except per share amounts)
|
Earnings
Impact
|
|
EPS
Impact
|
|
Earnings
Impact
|
|
EPS
Impact
|
||||||||
Earnings from continuing operations attributable to Campbell Soup Company
|
$
|
724
|
|
|
$
|
2.40
|
|
|
$
|
924
|
|
|
$
|
3.01
|
|
Loss from discontinued operations
|
$
|
(463
|
)
|
|
$
|
(1.53
|
)
|
|
$
|
(37
|
)
|
|
$
|
(.12
|
)
|
Net earnings attributable to Campbell Soup Company(1)
|
$
|
261
|
|
|
$
|
.86
|
|
|
$
|
887
|
|
|
$
|
2.89
|
|
|
|
|
|
|
|
|
|
||||||||
Continuing operations:
|
|
|
|
|
|
|
|
||||||||
Pension and postretirement benefit mark-to-market adjustments
|
$
|
100
|
|
|
$
|
.33
|
|
|
$
|
100
|
|
|
$
|
.33
|
|
Restructuring charges, implementation costs and other related costs
|
(132
|
)
|
|
(.44
|
)
|
|
(30
|
)
|
|
(.10
|
)
|
||||
Tax reform
|
126
|
|
|
.42
|
|
|
—
|
|
|
—
|
|
||||
Impairment charges
|
(41
|
)
|
|
(.14
|
)
|
|
—
|
|
|
—
|
|
||||
Transaction and integration costs
|
(73
|
)
|
|
(.24
|
)
|
|
—
|
|
|
—
|
|
||||
Claim settlement
|
(15
|
)
|
|
(.05
|
)
|
|
—
|
|
|
—
|
|
||||
Sale of notes
|
—
|
|
|
—
|
|
|
52
|
|
|
.17
|
|
||||
Impact of items on Earnings from continuing operations
|
$
|
(35
|
)
|
|
$
|
(.12
|
)
|
|
$
|
122
|
|
|
$
|
.40
|
|
|
|
|
|
|
|
|
|
||||||||
Discontinued operations:
|
|
|
|
|
|
|
|
||||||||
Pension benefit mark-to-market and curtailment adjustments
|
$
|
3
|
|
|
$
|
.01
|
|
|
$
|
16
|
|
|
$
|
.05
|
|
Restructuring charges, implementation costs and other related costs
|
(4
|
)
|
|
(.01
|
)
|
|
(7
|
)
|
|
(.02
|
)
|
||||
Impairment charges
|
(571
|
)
|
|
(1.89
|
)
|
|
(180
|
)
|
|
(.59
|
)
|
||||
Sale of notes
|
—
|
|
|
—
|
|
|
4
|
|
|
.01
|
|
||||
Impact of items on Loss from discontinued operations(1)
|
$
|
(572
|
)
|
|
$
|
(1.89
|
)
|
|
$
|
(167
|
)
|
|
$
|
(.54
|
)
|
(1)
|
Sum of the individual amounts may not add due to rounding.
|
|
|
|
|
|
|
|
% Change
|
||||||||
(Millions)
|
2019
|
|
2018
|
|
2017
|
|
2019/2018
|
|
2018/2017
|
||||||
Meals & Beverages
|
$
|
4,322
|
|
|
$
|
4,305
|
|
|
$
|
4,340
|
|
|
—
|
|
(1)
|
Snacks
|
3,784
|
|
|
2,307
|
|
|
1,497
|
|
|
64
|
|
54
|
|||
Corporate
|
1
|
|
|
3
|
|
|
—
|
|
|
n/m
|
|
n/m
|
|||
|
$
|
8,107
|
|
|
$
|
6,615
|
|
|
$
|
5,837
|
|
|
23
|
|
13
|
2019 versus 2018
|
Meals & Beverages
|
|
Snacks(2)
|
|
Total
|
Volume and Mix
|
(1)%
|
|
3%
|
|
—%
|
(Increased)/Decreased Promotional Spending(1)
|
(1)
|
|
1
|
|
—
|
Acquisitions
|
2
|
|
61
|
|
23
|
|
—%
|
|
64%
|
|
23%
|
2018 versus 2017
|
Meals & Beverages
|
|
Snacks
|
|
Total
|
Volume and Mix
|
(3)%
|
|
3%
|
|
(2)%
|
Price and Sales Allowances
|
(1)
|
|
—
|
|
—
|
Increased Promotional Spending(1)
|
—
|
|
(1)
|
|
—
|
Acquisitions
|
3
|
|
52
|
|
15
|
|
(1)%
|
|
54%
|
|
13%
|
(1)
|
Represents revenue reductions from trade promotion and consumer coupon redemption programs.
|
(2)
|
Sum of the individual amounts does not add due to rounding.
|
(1)
|
2019 includes a positive margin impact of 0.8 from cost savings initiatives, which was more than offset by cost inflation and other factors, including higher than expected distribution costs associated with the startup of a new distribution facility in Findlay, Ohio, operated by a third-party logistics provider. 2018 includes a positive margin impact of 0.5 from cost savings initiatives, which was more than offset by cost inflation and other factors, including higher transportation and logistics costs.
|
(2)
|
2019 includes a positive margin impact of 0.6 from lapping the 2018 negative margin impact of 0.7 from a Snyder's-Lance acquisition date fair value adjustment for inventory.
|
•
|
$71 million of net periodic benefit expense, including losses of $122 million on pension and postretirement benefit mark-to-market adjustments and a pension settlement charge of $28 million associated with a U.S. pension plan;
|
•
|
$48 million of amortization of intangible assets; and
|
•
|
non-cash impairment charge of $16 million related to the European chips business.
|
•
|
$225 million of net periodic benefit income, including gains of $131 million on pension and postretirement benefit mark-to-market adjustments;
|
•
|
$20 million of amortization of intangible assets;
|
•
|
$22 million of expense related to the settlement of a legal claim;
|
•
|
$53 million of transaction costs associated with the acquisition of Snyder's-Lance; and
|
•
|
non-cash impairment charge of $54 million related to the Plum trademark.
|
•
|
$224 million of net periodic benefit income, including gains of $156 million on pension and postretirement benefit mark-to-market adjustments; and
|
•
|
$1 million of amortization of intangible assets.
|
|
|
|
|
|
|
|
|
% Change
|
|||||||||
(Millions)
|
|
2019
|
|
2018
|
|
2017
|
|
2019/2018
|
|
2018/2017
|
|||||||
Meals & Beverages
|
|
$
|
903
|
|
|
$
|
988
|
|
|
$
|
1,118
|
|
|
(9)
|
|
(12
|
)
|
Snacks
|
|
514
|
|
|
383
|
|
|
310
|
|
|
34
|
|
24
|
|
|||
|
|
1,417
|
|
|
1,371
|
|
|
1,428
|
|
|
3
|
|
(4
|
)
|
|||
Corporate (expense) income
|
|
(407
|
)
|
|
(306
|
)
|
|
14
|
|
|
|
|
|
||||
Restructuring charges(1)
|
|
(31
|
)
|
|
(55
|
)
|
|
(11
|
)
|
|
|
|
|
||||
Earnings before interest and taxes
|
|
$
|
979
|
|
|
$
|
1,010
|
|
|
$
|
1,431
|
|
|
|
|
|
(1)
|
See Note 8 to the Consolidated Financial Statements for additional information on restructuring charges.
|
•
|
$122 million of losses on pension and postretirement benefit mark-to-market adjustments;
|
•
|
costs of $90 million related to the cost savings initiatives;
|
•
|
a pension settlement charge of $28 million associated with a U.S. pension plan; and
|
•
|
non-cash impairment charge of $16 million related to the European chips business.
|
•
|
costs of $135 million related to the cost savings initiatives;
|
•
|
transaction and integration costs of $107 million associated with the acquisition of Snyder's-Lance;
|
•
|
non-cash impairment charge of $54 million related to the Plum trademark;
|
•
|
$22 million of expense related to the settlement of a legal claim; and
|
•
|
$131 million of gains on pension and postretirement benefit mark-to-market adjustments.
|
•
|
The corporate rate reduction as of January 1, 2018, resulted in a blended U.S. statutory tax rate of approximately 27%;
|
•
|
Remeasurement of deferred tax assets and liabilities resulted in a tax benefit of $179 million; and
|
•
|
Imposition of a transition tax on unremitted foreign earnings resulted in a tax charge of $53 million.
|
•
|
In 2019, we recognized a tax benefit of $29 million on $122 million of pension and postretirement benefit mark-to-market losses. In 2018, we recognized tax expense of $31 million on $131 million of pension and postretirement benefit mark-to-market gains;
|
•
|
In 2019, we recognized a $6 million tax benefit on $28 million of a pension settlement charge;
|
•
|
In 2019, we recognized a $29 million tax benefit on $121 million of restructuring charges, implementation costs and other related costs. In 2018, we recognized a $45 million tax benefit on $177 million of restructuring charges, implementation costs and other related costs;
|
•
|
In 2019, we recognized a transition tax on unremitted foreign earnings of $2 million related to the enactment of the Act. In 2018, we recognized a net tax benefit of $126 million related to the enactment of the Act on the remeasurement of deferred tax assets and liabilities and transition tax on unremitted foreign earnings described above;
|
•
|
In 2019, we recognized a $3 million tax benefit on a $16 million impairment charge on the European chips business. In 2018, we recognized a $13 million tax benefit on a $54 million impairment charge on the Plum trademark;
|
•
|
In 2018, we recognized a $29 million tax benefit on $102 million of transaction and integration costs associated with the acquisition of Snyder's-Lance; and
|
•
|
In 2018, we recognized a $7 million tax benefit on the $22 million of expense related to the settlement of a legal claim.
|
•
|
In 2017, we recognized a tax expense of $56 million on $156 million of pension and postretirement benefit mark-to-market gains;
|
•
|
In 2017, we recognized an $18 million tax benefit on $48 million of restructuring charges, implementation costs and other related costs; and
|
•
|
In 2017, we recognized a tax benefit of $52 million primarily related to the sale of intercompany notes receivable to a financial institution, which resulted in the recognition of foreign exchange losses on the notes for tax purposes.
|
(Millions, except per share amounts)
|
2019
|
|
2018(1)
|
|
2017
|
|
Recognized as of July 28, 2019(1)
|
||||||||
Restructuring charges
|
$
|
31
|
|
|
$
|
55
|
|
|
$
|
11
|
|
|
$
|
229
|
|
Administrative expenses
|
62
|
|
|
99
|
|
|
33
|
|
|
263
|
|
||||
Cost of products sold
|
18
|
|
|
45
|
|
|
4
|
|
|
67
|
|
||||
Marketing and selling expenses
|
7
|
|
|
3
|
|
|
—
|
|
|
10
|
|
||||
Research and development expenses
|
3
|
|
|
—
|
|
|
—
|
|
|
3
|
|
||||
Total pre-tax charges
|
$
|
121
|
|
|
$
|
202
|
|
|
$
|
48
|
|
|
$
|
572
|
|
|
|
|
|
|
|
|
|
||||||||
Aggregate after-tax impact
|
$
|
92
|
|
|
$
|
150
|
|
|
$
|
30
|
|
|
|
||
Per share impact
|
$
|
.30
|
|
|
$
|
.50
|
|
|
$
|
.10
|
|
|
|
(1)
|
Includes $13 million of Restructuring charges and $12 million of Administrative expenses associated with the Snyder's-Lance cost transformation program and integration recognized in 2018.
|
(Millions)
|
2019
|
|
2018
|
|
2017
|
|
Recognized as of July 28, 2019(1)
|
||||||||
Total pre-tax charges
|
$
|
—
|
|
|
$
|
8
|
|
|
$
|
10
|
|
|
$
|
23
|
|
(Millions)
|
Recognized as of July 28, 2019
|
||
Severance pay and benefits(1)
|
$
|
205
|
|
Asset impairment/accelerated depreciation
|
63
|
|
|
Implementation costs and other related costs(2)
|
304
|
|
|
Total
|
$
|
572
|
|
(1)
|
Includes $13 million of charges associated with the Snyder's-Lance cost transformation program and integration recognized in 2018.
|
(2)
|
Includes $12 million of charges associated with the Snyder's-Lance cost transformation program and integration recognized in 2018.
|
(Millions)
|
2019
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
||||||||||
Total pre-tax savings
|
$
|
560
|
|
|
$
|
395
|
|
|
$
|
325
|
|
|
$
|
215
|
|
|
$
|
85
|
|
(1)
|
Includes $25 million of pre-tax costs associated with the Snacks segment recognized in 2018 related to the Snyder's-Lance cost transformation program and integration.
|
|
Campbell Fresh
|
|
Campbell International
|
||||||||||||||||||||
(Millions)
|
2019
|
|
2018
|
|
2017
|
|
2019
|
|
2018
|
|
2017
|
||||||||||||
Net sales
|
$
|
756
|
|
|
$
|
950
|
|
|
$
|
947
|
|
|
$
|
1,046
|
|
|
$
|
1,120
|
|
|
$
|
1,106
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Impairment charges
|
$
|
360
|
|
|
$
|
694
|
|
|
$
|
212
|
|
|
$
|
17
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Earnings (loss) before taxes from operations
|
$
|
(359
|
)
|
|
$
|
(721
|
)
|
|
$
|
(221
|
)
|
|
$
|
120
|
|
|
$
|
163
|
|
|
$
|
198
|
|
Taxes on earnings (loss) from operations
|
(78
|
)
|
|
(142
|
)
|
|
(34
|
)
|
|
41
|
|
|
47
|
|
|
48
|
|
||||||
Loss on sales of businesses / costs associated with selling the businesses
|
(32
|
)
|
|
—
|
|
|
—
|
|
|
(12
|
)
|
|
—
|
|
|
—
|
|
||||||
Tax expense (benefit) of loss on sales / costs associated with selling the businesses
|
19
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
||||||
Earnings (loss) from discontinued operations
|
$
|
(332
|
)
|
|
$
|
(579
|
)
|
|
$
|
(187
|
)
|
|
$
|
69
|
|
|
$
|
116
|
|
|
$
|
150
|
|
|
Contractual Payments Due by Fiscal Year
|
||||||||||||||||||
(Millions)
|
Total
|
|
2020
|
|
2021-2022
|
|
2023-2024
|
|
Thereafter
|
||||||||||
Debt obligations(1)
|
$
|
8,744
|
|
|
$
|
1,586
|
|
|
$
|
2,252
|
|
|
$
|
1,652
|
|
|
$
|
3,254
|
|
Interest payments(2)
|
2,271
|
|
|
290
|
|
|
439
|
|
|
296
|
|
|
1,246
|
|
|||||
Derivative payments(3)
|
10
|
|
|
10
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Purchase commitments(4)
|
1,249
|
|
|
1,041
|
|
|
146
|
|
|
57
|
|
|
5
|
|
|||||
Operating leases(4)
|
300
|
|
|
68
|
|
|
94
|
|
|
50
|
|
|
88
|
|
|||||
Other long-term payments(4)(5)
|
145
|
|
|
—
|
|
|
62
|
|
|
34
|
|
|
49
|
|
|||||
Total long-term cash obligations
|
$
|
12,719
|
|
|
$
|
2,995
|
|
|
$
|
2,993
|
|
|
$
|
2,089
|
|
|
$
|
4,642
|
|
(1)
|
Excludes build-to-suit lease commitment, unamortized net discount/premium on debt issuances and debt issuance costs. Includes debt obligations of $238 million related to discontinued operations. For additional information on debt obligations, see Note 13 to the Consolidated Financial Statements.
|
(2)
|
Interest payments for short- and long-term borrowings are based on principal amounts and coupons or contractual rates at fiscal year end. Includes interest payments of $3 million related to discontinued operations.
|
(3)
|
Represents payments of foreign exchange forward contracts and commodity contracts.
|
(4)
|
Includes purchase commitments of $243 million, operating leases of $21 million, and Other long-term payments of $6 million related to discontinued operations.
|
(5)
|
Represents other long-term liabilities, excluding unrecognized tax benefits, postretirement benefits and payments related to pension plans. For additional information on pension and postretirement benefits, see Note 11 to the Consolidated Financial Statements. For additional information on unrecognized tax benefits, see Note 12 to the Consolidated Financial Statements.
|
|
Expected Fiscal Year of Maturity
|
|
|
|
Fair Value of Liabilities
|
||||||||||||||||||||||||||
(Millions)
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
2024
|
|
Thereafter
|
|
Total
|
|
|||||||||||||||||
Debt(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Fixed rate(2)
|
$
|
1
|
|
|
$
|
1,351
|
|
|
$
|
2
|
|
|
$
|
1,651
|
|
|
$
|
1
|
|
|
$
|
3,254
|
|
|
$
|
6,260
|
|
|
$
|
6,429
|
|
Weighted-average interest rate
|
4.75
|
%
|
|
4.48
|
%
|
|
3.22
|
%
|
|
3.34
|
%
|
|
4.75
|
%
|
|
4.12
|
%
|
|
3.99
|
%
|
|
|
|||||||||
Variable rate(3)
|
$
|
1,585
|
|
|
$
|
899
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,484
|
|
|
$
|
2,484
|
|
Weighted-average interest rate
|
2.81
|
%
|
|
3.31
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
2.99
|
%
|
|
|
(1)
|
Expected maturities exclude build-to-suit lease commitment, unamortized net discount/premium on debt issuances and debt issuance costs.
|
(2)
|
Represents $6.253 billion of USD borrowings and $7 million equivalent of borrowings in other currencies.
|
(3)
|
Represents $2.252 billion of USD borrowings and borrowings of discontinued operations of $232 million equivalent AUD.
|
(Millions)
|
Notional Value
|
|
Average Contractual Exchange Rate (currency paid/ currency received)
|
|||
Foreign Exchange Forward Contracts
|
|
|||||
Receive USD/Pay CAD
|
$
|
206
|
|
|
1.3197
|
|
Receive AUD/Pay NZD
|
$
|
36
|
|
|
1.0585
|
|
Receive DKK/Pay USD
|
$
|
33
|
|
|
0.1572
|
|
Receive CAD/Pay USD
|
$
|
21
|
|
|
0.7622
|
|
Receive CHF/Pay USD
|
$
|
14
|
|
|
1.0409
|
|
Receive GBP/Pay AUD
|
$
|
12
|
|
|
1.8011
|
|
(Millions)
|
|
Pacific Foods
|
|
Various Snyder's-Lance
|
||||
1% increase in the weighted-average cost of capital
|
|
$
|
(40
|
)
|
|
$
|
(50
|
)
|
1% reduction in revenue growth
|
|
$
|
(20
|
)
|
|
$
|
—
|
|
•
|
our ability to execute on and realize the expected benefits from our strategy, including growing sales in snacks and maintaining our market share position in soup;
|
•
|
the impact of strong competitive responses to our efforts to leverage brand power with product innovation, promotional programs and new advertising;
|
•
|
the risks associated with trade and consumer acceptance of product improvements, shelving initiatives, new products and pricing and promotional strategies;
|
•
|
our ability to complete and to realize the projected benefits of planned divestitures and other business portfolio changes;
|
•
|
our indebtedness and ability to pay such indebtedness;
|
•
|
our ability to realize projected cost savings and benefits from cost savings initiatives and the integration of recent acquisitions;
|
•
|
disruptions to our supply chain, including fluctuations in the supply of and inflation in energy and raw and packaging materials cost;
|
•
|
our ability to manage changes to our organizational structure and/or business processes, including selling, distribution, manufacturing and information management systems or processes;
|
•
|
changes in consumer demand for our products and favorable perception of our brands;
|
•
|
changing inventory management practices by certain of our key customers;
|
•
|
a changing customer landscape, with value and e-commerce retailers expanding their market presence, while certain of our key customers maintain significance to our business;
|
•
|
product quality and safety issues, including recalls and product liabilities;
|
•
|
the costs, disruption and diversion of management’s attention associated with activist investors;
|
•
|
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;
|
•
|
a material failure in or breach of our information technology systems;
|
•
|
impairment to goodwill or other intangible assets;
|
•
|
our ability to protect our intellectual property rights;
|
•
|
increased liabilities and costs related to our defined benefit pension plans;
|
•
|
our ability to attract and retain key talent;
|
•
|
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.
|
|
2019
|
|
2018
|
|
2017
|
||||||
Net sales
|
$
|
8,107
|
|
|
$
|
6,615
|
|
|
$
|
5,837
|
|
Costs and expenses
|
|
|
|
|
|
||||||
Cost of products sold
|
5,414
|
|
|
4,241
|
|
|
3,395
|
|
|||
Marketing and selling expenses
|
842
|
|
|
728
|
|
|
675
|
|
|||
Administrative expenses
|
610
|
|
|
563
|
|
|
448
|
|
|||
Research and development expenses
|
91
|
|
|
91
|
|
|
93
|
|
|||
Other expenses / (income)
|
140
|
|
|
(73
|
)
|
|
(216
|
)
|
|||
Restructuring charges
|
31
|
|
|
55
|
|
|
11
|
|
|||
Total costs and expenses
|
7,128
|
|
|
5,605
|
|
|
4,406
|
|
|||
Earnings before interest and taxes
|
979
|
|
|
1,010
|
|
|
1,431
|
|
|||
Interest expense
|
356
|
|
|
183
|
|
|
115
|
|
|||
Interest income
|
2
|
|
|
3
|
|
|
—
|
|
|||
Earnings before taxes
|
625
|
|
|
830
|
|
|
1,316
|
|
|||
Taxes on earnings
|
151
|
|
|
106
|
|
|
392
|
|
|||
Earnings from continuing operations
|
474
|
|
|
724
|
|
|
924
|
|
|||
Loss from discontinued operations
|
(263
|
)
|
|
(463
|
)
|
|
(37
|
)
|
|||
Net earnings
|
211
|
|
|
261
|
|
|
887
|
|
|||
Less: Net earnings (loss) attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|||
Net earnings attributable to Campbell Soup Company
|
$
|
211
|
|
|
$
|
261
|
|
|
$
|
887
|
|
Per Share — Basic
|
|
|
|
|
|
||||||
Earnings from continuing operations attributable to Campbell Soup Company
|
$
|
1.57
|
|
|
$
|
2.41
|
|
|
$
|
3.03
|
|
Loss from discontinued operations
|
(.87
|
)
|
|
(1.54
|
)
|
|
(.12
|
)
|
|||
Net earnings attributable to Campbell Soup Company
|
$
|
.70
|
|
|
$
|
.87
|
|
|
$
|
2.91
|
|
Weighted average shares outstanding — basic
|
301
|
|
|
301
|
|
|
305
|
|
|||
Per Share — Assuming Dilution
|
|
|
|
|
|
||||||
Earnings from continuing operations attributable to Campbell Soup Company
|
$
|
1.57
|
|
|
$
|
2.40
|
|
|
$
|
3.01
|
|
Loss from discontinued operations
|
(.87
|
)
|
|
(1.53
|
)
|
|
(.12
|
)
|
|||
Net earnings attributable to Campbell Soup Company(1)
|
$
|
.70
|
|
|
$
|
.86
|
|
|
$
|
2.89
|
|
Weighted average shares outstanding — assuming dilution
|
302
|
|
|
302
|
|
|
307
|
|
|
2019
|
|
2018
|
|
2017
|
||||||||||||||||||||||||||||||
|
Pre-tax amount
|
|
Tax (expense) benefit
|
|
After-tax amount
|
|
Pre-tax amount
|
|
Tax (expense) benefit
|
|
After-tax amount
|
|
Pre-tax amount
|
|
Tax (expense) benefit
|
|
After-tax amount
|
||||||||||||||||||
Net earnings
|
|
|
|
|
$
|
211
|
|
|
|
|
|
|
$
|
261
|
|
|
|
|
|
|
$
|
887
|
|
||||||||||||
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Foreign currency translation:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Foreign currency translation adjustments
|
$
|
(68
|
)
|
|
$
|
—
|
|
|
(68
|
)
|
|
$
|
(69
|
)
|
|
$
|
—
|
|
|
(69
|
)
|
|
$
|
40
|
|
|
$
|
—
|
|
|
40
|
|
|||
Reclassification of currency translation adjustments realized upon disposal of business
|
2
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Cash-flow hedges:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Unrealized gains (losses) arising during period
|
(3
|
)
|
|
1
|
|
|
(2
|
)
|
|
23
|
|
|
(7
|
)
|
|
16
|
|
|
19
|
|
|
(7
|
)
|
|
12
|
|
|||||||||
Reclassification adjustment for (gains) losses included in net earnings
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
(1
|
)
|
|
2
|
|
|
11
|
|
|
(4
|
)
|
|
7
|
|
|||||||||
Pension and other postretirement benefits:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Prior service credit arising during the period
|
—
|
|
|
—
|
|
|
—
|
|
|
9
|
|
|
(2
|
)
|
|
7
|
|
|
12
|
|
|
(4
|
)
|
|
8
|
|
|||||||||
Reclassification of prior service credit included in net earnings
|
(28
|
)
|
|
7
|
|
|
(21
|
)
|
|
(27
|
)
|
|
7
|
|
|
(20
|
)
|
|
(25
|
)
|
|
9
|
|
|
(16
|
)
|
|||||||||
Other comprehensive income (loss)
|
$
|
(97
|
)
|
|
$
|
8
|
|
|
(89
|
)
|
|
$
|
(61
|
)
|
|
$
|
(3
|
)
|
|
(64
|
)
|
|
$
|
57
|
|
|
$
|
(6
|
)
|
|
51
|
|
|||
Total comprehensive income (loss)
|
|
|
|
|
$
|
122
|
|
|
|
|
|
|
$
|
197
|
|
|
|
|
|
|
$
|
938
|
|
||||||||||||
Total comprehensive income (loss) attributable to noncontrolling interests
|
|
|
|
|
—
|
|
|
|
|
|
|
1
|
|
|
|
|
|
|
—
|
|
|||||||||||||||
Total comprehensive income (loss) attributable to Campbell Soup Company
|
|
|
|
|
$
|
122
|
|
|
|
|
|
|
$
|
196
|
|
|
|
|
|
|
$
|
938
|
|
|
July 28,
2019 |
|
July 29,
2018 |
||||
Current assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
31
|
|
|
$
|
49
|
|
Accounts receivable, net
|
574
|
|
|
563
|
|
||
Inventories
|
863
|
|
|
887
|
|
||
Other current assets
|
71
|
|
|
71
|
|
||
Current assets of discontinued operations
|
428
|
|
|
726
|
|
||
Total current assets
|
1,967
|
|
|
2,296
|
|
||
Plant assets, net of depreciation
|
2,455
|
|
|
2,466
|
|
||
Goodwill
|
4,017
|
|
|
3,864
|
|
||
Other intangible assets, net of amortization
|
3,415
|
|
|
3,664
|
|
||
Other assets ($76 as of 2019 and $77 as of 2018 attributable to variable interest entity)
|
127
|
|
|
189
|
|
||
Noncurrent assets of discontinued operations
|
1,167
|
|
|
2,050
|
|
||
Total assets
|
$
|
13,148
|
|
|
$
|
14,529
|
|
Current liabilities
|
|
|
|
||||
Short-term borrowings
|
$
|
1,371
|
|
|
$
|
1,525
|
|
Payable to suppliers and others
|
814
|
|
|
705
|
|
||
Accrued liabilities
|
609
|
|
|
516
|
|
||
Dividends payable
|
107
|
|
|
107
|
|
||
Accrued income taxes
|
15
|
|
|
10
|
|
||
Current liabilities of discontinued operations
|
469
|
|
|
731
|
|
||
Total current liabilities
|
3,385
|
|
|
3,594
|
|
||
Long-term debt
|
7,103
|
|
|
7,991
|
|
||
Deferred taxes
|
924
|
|
|
960
|
|
||
Other liabilities
|
559
|
|
|
547
|
|
||
Noncurrent liabilities of discontinued operations
|
65
|
|
|
64
|
|
||
Total liabilities
|
12,036
|
|
|
13,156
|
|
||
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
|
372
|
|
|
349
|
|
||
Earnings retained in the business
|
1,993
|
|
|
2,224
|
|
||
Capital stock in treasury, at cost
|
(1,076
|
)
|
|
(1,103
|
)
|
||
Accumulated other comprehensive loss
|
(198
|
)
|
|
(118
|
)
|
||
Total Campbell Soup Company shareholders' equity
|
1,103
|
|
|
1,364
|
|
||
Noncontrolling interests
|
9
|
|
|
9
|
|
||
Total equity
|
1,112
|
|
|
1,373
|
|
||
Total liabilities and equity
|
$
|
13,148
|
|
|
$
|
14,529
|
|
|
|||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
||||||
Net earnings
|
$
|
211
|
|
|
$
|
261
|
|
|
$
|
887
|
|
Adjustments to reconcile net earnings to operating cash flow
|
|
|
|
|
|
||||||
Impairment charges
|
393
|
|
|
748
|
|
|
212
|
|
|||
Restructuring charges
|
31
|
|
|
62
|
|
|
18
|
|
|||
Stock-based compensation
|
58
|
|
|
61
|
|
|
60
|
|
|||
Amortization of inventory fair value adjustment from acquisition
|
—
|
|
|
42
|
|
|
—
|
|
|||
Pension and postretirement benefit expense (income)
|
103
|
|
|
(187
|
)
|
|
(258
|
)
|
|||
Depreciation and amortization
|
446
|
|
|
394
|
|
|
318
|
|
|||
Deferred income taxes
|
14
|
|
|
(133
|
)
|
|
93
|
|
|||
Losses on sales of discontinued operations businesses
|
32
|
|
|
—
|
|
|
—
|
|
|||
Other, net
|
25
|
|
|
34
|
|
|
14
|
|
|||
Changes in working capital, net of acquisitions and divestitures
|
|
|
|
|
|
||||||
Accounts receivable
|
(11
|
)
|
|
56
|
|
|
28
|
|
|||
Inventories
|
36
|
|
|
(84
|
)
|
|
46
|
|
|||
Prepaid assets
|
(1
|
)
|
|
27
|
|
|
(27
|
)
|
|||
Accounts payable and accrued liabilities
|
125
|
|
|
78
|
|
|
(48
|
)
|
|||
Other
|
(64
|
)
|
|
(54
|
)
|
|
(55
|
)
|
|||
Net cash provided by operating activities
|
1,398
|
|
|
1,305
|
|
|
1,288
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
||||||
Purchases of plant assets
|
(384
|
)
|
|
(407
|
)
|
|
(338
|
)
|
|||
Purchases of route businesses
|
(29
|
)
|
|
(9
|
)
|
|
—
|
|
|||
Sales of route businesses
|
31
|
|
|
10
|
|
|
—
|
|
|||
Businesses acquired, net of cash acquired
|
(18
|
)
|
|
(6,772
|
)
|
|
—
|
|
|||
Sales of discontinued operations businesses, net of cash divested
|
539
|
|
|
—
|
|
|
—
|
|
|||
Other, net
|
14
|
|
|
(19
|
)
|
|
(30
|
)
|
|||
Net cash provided by (used in) investing activities
|
153
|
|
|
(7,197
|
)
|
|
(368
|
)
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
||||||
Short-term borrowings
|
5,839
|
|
|
10,222
|
|
|
8,247
|
|
|||
Short-term repayments
|
(6,296
|
)
|
|
(9,944
|
)
|
|
(8,002
|
)
|
|||
Long-term borrowings
|
—
|
|
|
6,224
|
|
|
211
|
|
|||
Long-term repayments
|
(702
|
)
|
|
(63
|
)
|
|
(490
|
)
|
|||
Dividends paid
|
(423
|
)
|
|
(426
|
)
|
|
(420
|
)
|
|||
Treasury stock purchases
|
—
|
|
|
(86
|
)
|
|
(437
|
)
|
|||
Treasury stock issuances
|
—
|
|
|
—
|
|
|
2
|
|
|||
Payments related to tax withholding for stock-based compensation
|
(8
|
)
|
|
(23
|
)
|
|
(22
|
)
|
|||
Repurchase of noncontrolling interest
|
—
|
|
|
(47
|
)
|
|
—
|
|
|||
Payments of debt issuance costs
|
(1
|
)
|
|
(50
|
)
|
|
—
|
|
|||
Other, net
|
—
|
|
|
—
|
|
|
3
|
|
|||
Net cash provided by (used in) financing activities
|
(1,591
|
)
|
|
5,807
|
|
|
(908
|
)
|
|||
Effect of exchange rate changes on cash
|
(7
|
)
|
|
(8
|
)
|
|
11
|
|
|||
Net change in cash and cash equivalents
|
(47
|
)
|
|
(93
|
)
|
|
23
|
|
|||
Cash and cash equivalents — beginning of period
|
49
|
|
|
37
|
|
|
66
|
|
|||
Cash and cash equivalents discontinued operations — beginning of period
|
177
|
|
|
282
|
|
|
230
|
|
|||
Cash and cash equivalents discontinued operations — end of period
|
(148
|
)
|
|
(177
|
)
|
|
(282
|
)
|
|||
Cash and cash equivalents — end of period
|
$
|
31
|
|
|
$
|
49
|
|
|
$
|
37
|
|
|
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)
|
|
|
|
|
|
|
|
|
|
|
887
|
|
|
|
|
—
|
|
|
887
|
|
|||||||||||||
Other comprehensive income (loss)
|
|
|
|
|
|
|
|
|
|
|
|
|
51
|
|
|
—
|
|
|
51
|
|
|||||||||||||
Dividends ($1.40 per share)
|
|
|
|
|
|
|
|
|
|
|
(429
|
)
|
|
|
|
|
|
(429
|
)
|
||||||||||||||
Treasury stock purchased
|
|
|
|
|
(8
|
)
|
|
(437
|
)
|
|
|
|
|
|
|
|
|
|
(437
|
)
|
|||||||||||||
Treasury stock issued under management incentive and stock option plans
|
|
|
|
|
|
|
1
|
|
|
35
|
|
|
5
|
|
|
|
|
|
|
|
|
40
|
|
||||||||||
Balance at July 30, 2017
|
323
|
|
|
12
|
|
|
(22
|
)
|
|
(1,066
|
)
|
|
359
|
|
|
2,385
|
|
|
(53
|
)
|
|
8
|
|
|
1,645
|
|
|||||||
Noncontrolling interest acquired
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
47
|
|
|
47
|
|
||||||||||||||
Repurchase of noncontrolling interest
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(47
|
)
|
|
(47
|
)
|
||||||||||||||
Net earnings (loss)
|
|
|
|
|
|
|
|
|
|
|
261
|
|
|
|
|
—
|
|
|
261
|
|
|||||||||||||
Other comprehensive income (loss)
|
|
|
|
|
|
|
|
|
|
|
|
|
(65
|
)
|
|
1
|
|
|
(64
|
)
|
|||||||||||||
Dividends ($1.40 per share)
|
|
|
|
|
|
|
|
|
|
|
(422
|
)
|
|
|
|
|
|
(422
|
)
|
||||||||||||||
Treasury stock purchased
|
|
|
|
|
(2
|
)
|
|
(86
|
)
|
|
|
|
|
|
|
|
|
|
(86
|
)
|
|||||||||||||
Treasury stock issued under management incentive and stock option plans
|
|
|
|
|
2
|
|
|
49
|
|
|
(10
|
)
|
|
|
|
|
|
|
|
39
|
|
||||||||||||
Balance at July 29, 2018
|
323
|
|
|
12
|
|
|
(22
|
)
|
|
(1,103
|
)
|
|
349
|
|
|
2,224
|
|
|
(118
|
)
|
|
9
|
|
|
1,373
|
|
|||||||
Cumulative effect of changes in accounting principle:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Revenue(1)
|
|
|
|
|
|
|
|
|
|
|
(8
|
)
|
|
|
|
|
|
(8
|
)
|
||||||||||||||
Stranded tax effects(1)
|
|
|
|
|
|
|
|
|
|
|
(9
|
)
|
|
9
|
|
|
|
|
—
|
|
|||||||||||||
Net earnings (loss)
|
|
|
|
|
|
|
|
|
|
|
211
|
|
|
|
|
—
|
|
|
211
|
|
|||||||||||||
Other comprehensive income (loss)
|
|
|
|
|
|
|
|
|
|
|
|
|
(89
|
)
|
|
—
|
|
|
(89
|
)
|
|||||||||||||
Dividends ($1.40 per share)
|
|
|
|
|
|
|
|
|
|
|
(425
|
)
|
|
|
|
|
|
(425
|
)
|
||||||||||||||
Treasury stock purchased
|
|
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|||||||||||||
Treasury stock issued under management incentive and stock option plans
|
|
|
|
|
|
|
—
|
|
|
27
|
|
|
23
|
|
|
|
|
|
|
|
|
|
|
50
|
|
||||||||
Balance at July 28, 2019
|
323
|
|
|
$
|
12
|
|
|
(22
|
)
|
|
$
|
(1,076
|
)
|
|
$
|
372
|
|
|
$
|
1,993
|
|
|
$
|
(198
|
)
|
|
$
|
9
|
|
|
$
|
1,112
|
|
1.
|
Summary of Significant Accounting Policies
|
2.
|
Recent Accounting Pronouncements
|
Increase / (decrease) in expense
|
|
2017
|
||
Cost of products sold
|
|
$
|
134
|
|
Marketing and selling expenses
|
|
$
|
38
|
|
Administrative expenses
|
|
$
|
62
|
|
Research and development expenses
|
|
$
|
13
|
|
Other expenses / (income)
|
|
$
|
(247
|
)
|
|
|
As Reported
|
|
Balances Without Adoption
|
|
Increase/(Decrease) Due to Adoption
|
||||||
Accrued liabilities
|
|
$
|
609
|
|
|
$
|
605
|
|
|
$
|
4
|
|
Accrued income taxes
|
|
15
|
|
|
16
|
|
|
(1
|
)
|
|||
Total current liabilities
|
|
3,385
|
|
|
3,382
|
|
|
3
|
|
|||
Total liabilities
|
|
12,036
|
|
|
12,033
|
|
|
3
|
|
|||
|
|
|
|
|
|
|
||||||
Campbell Soup Company shareholders' equity
|
|
|
|
|
|
|
||||||
Earnings retained in the business
|
|
$
|
1,993
|
|
|
$
|
1,996
|
|
|
$
|
(3
|
)
|
Total Campbell Soup Company shareholders' equity
|
|
1,103
|
|
|
1,106
|
|
|
(3
|
)
|
|||
Total equity
|
|
1,112
|
|
|
1,115
|
|
|
(3
|
)
|
|
|
As Reported
|
|
Balances Without Adoption
|
|
Increase/(Decrease) Due to Adoption
|
||||||
Net sales
|
|
$
|
8,107
|
|
|
$
|
8,099
|
|
|
$
|
8
|
|
|
|
|
|
|
|
|
||||||
Cost of products sold
|
|
$
|
5,414
|
|
|
$
|
5,413
|
|
|
$
|
1
|
|
Total costs and expenses
|
|
$
|
7,128
|
|
|
$
|
7,127
|
|
|
$
|
1
|
|
Earnings before interest and taxes
|
|
$
|
979
|
|
|
$
|
972
|
|
|
$
|
7
|
|
Earnings before taxes
|
|
$
|
625
|
|
|
$
|
618
|
|
|
$
|
7
|
|
Taxes on earnings
|
|
151
|
|
|
149
|
|
|
2
|
|
|||
Earnings from continuing operations attributable to Campbell Soup Company
|
|
$
|
474
|
|
|
$
|
469
|
|
|
$
|
5
|
|
|
|
|
|
|
|
|
||||||
Per Share — Basic
|
|
|
|
|
|
|
||||||
Earnings from continuing operations attributable to Campbell Soup Company(1)
|
|
$
|
1.57
|
|
|
$
|
1.56
|
|
|
$
|
.02
|
|
Per Share — Assuming Dilution
|
|
|
|
|
|
|
||||||
Earnings from continuing operations attributable to Campbell Soup Company
|
|
$
|
1.57
|
|
|
$
|
1.55
|
|
|
$
|
.02
|
|
(1)
|
The sum of individual per share amounts may not add due to rounding.
|
3.
|
Discontinued Operations
|
|
Campbell Fresh
|
|
Campbell International
|
||||||||||||||||||||
|
2019
|
|
2018
|
|
2017
|
|
2019
|
|
2018
|
|
2017
|
||||||||||||
Net sales
|
$
|
756
|
|
|
$
|
950
|
|
|
$
|
947
|
|
|
$
|
1,046
|
|
|
$
|
1,120
|
|
|
$
|
1,106
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Impairment charges
|
$
|
360
|
|
|
$
|
694
|
|
|
$
|
212
|
|
|
$
|
17
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Earnings (loss) before taxes from operations
|
$
|
(359
|
)
|
|
$
|
(721
|
)
|
|
$
|
(221
|
)
|
|
$
|
120
|
|
|
$
|
163
|
|
|
$
|
198
|
|
Taxes on earnings (loss) from operations
|
(78
|
)
|
|
(142
|
)
|
|
(34
|
)
|
|
41
|
|
|
47
|
|
|
48
|
|
||||||
Loss on sales of businesses / costs associated with selling the businesses
|
(32
|
)
|
|
—
|
|
|
—
|
|
|
(12
|
)
|
|
—
|
|
|
—
|
|
||||||
Tax expense (benefit) of loss on sales / costs associated with selling the businesses
|
19
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
||||||
Earnings (loss) from discontinued operations
|
$
|
(332
|
)
|
|
$
|
(579
|
)
|
|
$
|
(187
|
)
|
|
$
|
69
|
|
|
$
|
116
|
|
|
$
|
150
|
|
|
|
Campbell International
|
|
Campbell Fresh
|
|
Campbell International
|
|
Total
|
||||||||
|
|
July 28,
2019 |
|
July 29,
2018 |
|
July 29,
2018 |
|
July 29,
2018 |
||||||||
Cash and cash equivalents
|
|
$
|
148
|
|
|
$
|
8
|
|
|
$
|
169
|
|
|
$
|
177
|
|
Accounts receivable, net
|
|
135
|
|
|
84
|
|
|
138
|
|
|
222
|
|
||||
Inventories
|
|
135
|
|
|
161
|
|
|
151
|
|
|
312
|
|
||||
Other current assets
|
|
10
|
|
|
3
|
|
|
12
|
|
|
15
|
|
||||
Current assets
|
|
$
|
428
|
|
|
$
|
256
|
|
|
$
|
470
|
|
|
$
|
726
|
|
|
|
|
|
|
|
|
|
|
||||||||
Plant assets, net of depreciation
|
|
$
|
340
|
|
|
$
|
413
|
|
|
$
|
354
|
|
|
$
|
767
|
|
Goodwill
|
|
661
|
|
|
—
|
|
|
716
|
|
|
716
|
|
||||
Other intangible assets, net of amortization
|
|
135
|
|
|
381
|
|
|
151
|
|
|
532
|
|
||||
Other assets
|
|
31
|
|
|
4
|
|
|
31
|
|
|
35
|
|
||||
Total assets
|
|
$
|
1,595
|
|
|
$
|
1,054
|
|
|
$
|
1,722
|
|
|
$
|
2,776
|
|
|
|
|
|
|
|
|
|
|
||||||||
Short-term borrowings
|
|
$
|
232
|
|
|
$
|
—
|
|
|
$
|
371
|
|
|
$
|
371
|
|
Payable to suppliers and others
|
|
109
|
|
|
79
|
|
|
109
|
|
|
188
|
|
||||
Accrued liabilities
|
|
114
|
|
|
39
|
|
|
121
|
|
|
160
|
|
||||
Accrued income taxes
|
|
14
|
|
|
—
|
|
|
12
|
|
|
12
|
|
||||
Current liabilities
|
|
$
|
469
|
|
|
$
|
118
|
|
|
$
|
613
|
|
|
$
|
731
|
|
|
|
|
|
|
|
|
|
|
||||||||
Long-term debt
|
|
$
|
6
|
|
|
$
|
—
|
|
|
$
|
7
|
|
|
$
|
7
|
|
Deferred taxes
|
|
32
|
|
|
(1
|
)
|
|
36
|
|
|
35
|
|
||||
Other liabilities
|
|
27
|
|
|
5
|
|
|
17
|
|
|
22
|
|
||||
Total liabilities
|
|
$
|
534
|
|
|
$
|
122
|
|
|
$
|
673
|
|
|
$
|
795
|
|
|
2019
|
|
2018
|
|
2017
|
||||||
Cash flows from discontinued operating activities:
|
|
|
|
|
|
||||||
Impairment charges
|
$
|
377
|
|
|
$
|
694
|
|
|
$
|
212
|
|
Depreciation and amortization
|
83
|
|
|
115
|
|
|
125
|
|
|||
Losses on sales of discontinued operations businesses
|
32
|
|
|
—
|
|
|
—
|
|
|||
|
|
|
|
|
|
||||||
Cash flows from discontinued investing activities:
|
|
|
|
|
|
||||||
Capital expenditures
|
$
|
59
|
|
|
$
|
88
|
|
|
$
|
99
|
|
Sales of discontinued operations businesses, net of cash divested
|
539
|
|
|
—
|
|
|
—
|
|
4.
|
Acquisitions
|
|
|
Snyder's-Lance
|
|
Pacific Foods
|
||||
Cash
|
|
$
|
21
|
|
|
$
|
7
|
|
Accounts receivable
|
|
220
|
|
|
16
|
|
||
Inventories
|
|
219
|
|
|
48
|
|
||
Other current assets
|
|
32
|
|
|
1
|
|
||
Plant assets
|
|
696
|
|
|
78
|
|
||
Goodwill
|
|
3,006
|
|
|
202
|
|
||
Other intangible assets
|
|
2,761
|
|
|
366
|
|
||
Other assets
|
|
65
|
|
|
—
|
|
||
Short-term debt
|
|
(1
|
)
|
|
—
|
|
||
Accounts payable
|
|
(124
|
)
|
|
(24
|
)
|
||
Accrued liabilities
|
|
(115
|
)
|
|
(6
|
)
|
||
Deferred income taxes
|
|
(597
|
)
|
|
—
|
|
||
Other liabilities
|
|
(24
|
)
|
|
—
|
|
||
Noncontrolling interest
|
|
(47
|
)
|
|
—
|
|
||
Total assets acquired and liabilities assumed
|
|
$
|
6,112
|
|
|
$
|
688
|
|
|
|
Type
|
|
Life in Years
|
|
Value
|
||||
Trademarks
|
|
Non-amortizable
|
|
Indefinite
|
|
$
|
1,997
|
|
||
Customer relationships
|
|
Amortizable
|
|
15
|
to
|
22
|
|
756
|
|
|
Other
|
|
Amortizable
|
|
1.5
|
|
8
|
|
|||
Total identifiable intangible assets
|
|
|
|
|
|
|
|
$
|
2,761
|
|
•
|
amortization of the acquisition date fair value adjustment to inventories of $42 that was recorded in Cost of products sold;
|
•
|
$13 of Restructuring charges;
|
•
|
$12 of Administrative expenses; and
|
•
|
$18 gain in Interest expense on treasury rate lock contracts used to hedge the planned financing of the acquisition.
|
|
|
2018
|
|
2017
|
||||
Net sales
|
|
$
|
8,152
|
|
|
$
|
8,271
|
|
Earnings from continuing operations attributable to Campbell Soup Company
|
|
$
|
834
|
|
|
$
|
810
|
|
Earnings from continuing operations per share attributable to Campbell Soup Company - basic
|
|
$
|
2.77
|
|
|
$
|
2.66
|
|
Earnings from continuing operations per share attributable to Campbell Soup Company - assuming dilution
|
|
$
|
2.76
|
|
|
$
|
2.64
|
|
5.
|
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
|
|
40
|
|
|
12
|
|
|
8
|
|
|
60
|
|
||||
Amounts reclassified from accumulated other comprehensive income (loss)
|
|
—
|
|
|
7
|
|
|
(16
|
)
|
|
(9
|
)
|
||||
Net current-period other comprehensive income (loss)
|
|
40
|
|
|
19
|
|
|
(8
|
)
|
|
51
|
|
||||
Balance at July 30, 2017
|
|
$
|
(84
|
)
|
|
$
|
(22
|
)
|
|
$
|
53
|
|
|
$
|
(53
|
)
|
Other comprehensive income (loss) before reclassifications
|
|
(70
|
)
|
|
16
|
|
|
7
|
|
|
(47
|
)
|
||||
Amounts reclassified from accumulated other comprehensive income (loss)
|
|
—
|
|
|
2
|
|
|
(20
|
)
|
|
(18
|
)
|
||||
Net current-period other comprehensive income (loss)
|
|
(70
|
)
|
|
18
|
|
|
(13
|
)
|
|
(65
|
)
|
||||
Balance at July 29, 2018
|
|
$
|
(154
|
)
|
|
$
|
(4
|
)
|
|
$
|
40
|
|
|
$
|
(118
|
)
|
Cumulative effect of a change in accounting principle(4)
|
|
2
|
|
|
(3
|
)
|
|
10
|
|
|
9
|
|
||||
Other comprehensive income (loss) before reclassifications
|
|
(68
|
)
|
|
(2
|
)
|
|
—
|
|
|
(70
|
)
|
||||
Amounts reclassified from accumulated other comprehensive income (loss)(5)
|
|
2
|
|
|
—
|
|
|
(21
|
)
|
|
(19
|
)
|
||||
Net current-period other comprehensive income (loss)
|
|
(66
|
)
|
|
(2
|
)
|
|
(21
|
)
|
|
(89
|
)
|
||||
Balance at July 28, 2019
|
|
$
|
(218
|
)
|
|
$
|
(9
|
)
|
|
$
|
29
|
|
|
$
|
(198
|
)
|
(1)
|
Included a tax expense of $4 as of July 28, 2019, and $6 as of July 29, 2018, July 30, 2017, and July 31, 2016.
|
(2)
|
Included a tax benefit of $2 as of July 28, 2019, $4 as of July 29, 2018, $12 as of July 30, 2017, and $23 as of July 31, 2016.
|
(3)
|
Included a tax expense of $8 as of July 28, 2019, $25 as of July 29, 2018, $30 as of July 30, 2017, and $35 as of July 31, 2016.
|
(4)
|
Reflects the adoption of the FASB guidance on stranded tax effects. See Note 2 for additional information.
|
(5)
|
Reflects the reclassification from sale of businesses. See Note 3 for additional information.
|
Details about Accumulated Other Comprehensive Income (Loss) Components
|
|
2019
|
|
2018
|
|
2017
|
|
Location of (Gain) Loss Recognized in Earnings
|
||||||
(Gains) losses on cash flow hedges:
|
|
|
|
|
|
|
|
|
||||||
Foreign exchange forward contracts
|
|
$
|
(4
|
)
|
|
$
|
5
|
|
|
$
|
3
|
|
|
Cost of products sold
|
Foreign exchange forward contracts
|
|
—
|
|
|
—
|
|
|
1
|
|
|
Other expenses / (income)
|
|||
Foreign exchange forward contracts
|
|
2
|
|
|
(4
|
)
|
|
3
|
|
|
Loss from discontinued operations
|
|||
Forward starting interest rate swaps
|
|
2
|
|
|
2
|
|
|
4
|
|
|
Interest expense
|
|||
Total before tax
|
|
—
|
|
|
3
|
|
|
11
|
|
|
|
|||
Tax expense (benefit)
|
|
—
|
|
|
(1
|
)
|
|
(4
|
)
|
|
|
|||
(Gain) loss, net of tax
|
|
$
|
—
|
|
|
$
|
2
|
|
|
$
|
7
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Pension and postretirement benefit adjustments:
|
|
|
|
|
|
|
|
|
||||||
Prior service credit
|
|
$
|
(28
|
)
|
|
$
|
(27
|
)
|
|
$
|
(25
|
)
|
|
Other expenses / (income)
|
Tax expense (benefit)
|
|
7
|
|
|
7
|
|
|
9
|
|
|
|
|||
(Gain) loss, net of tax
|
|
$
|
(21
|
)
|
|
$
|
(20
|
)
|
|
$
|
(16
|
)
|
|
|
6.
|
Goodwill and Intangible Assets
|
|
Meals & Beverages
|
|
Snacks |
|
Total
|
||||||
Net balance at July 30, 2017
|
$
|
780
|
|
|
$
|
31
|
|
|
$
|
811
|
|
Acquisitions
|
202
|
|
|
2,866
|
|
|
3,068
|
|
|||
Foreign currency translation adjustment
|
(4
|
)
|
|
(11
|
)
|
|
(15
|
)
|
|||
Net balance at July 29, 2018
|
$
|
978
|
|
|
$
|
2,886
|
|
|
$
|
3,864
|
|
Changes in preliminary purchase price allocation
|
—
|
|
|
140
|
|
|
140
|
|
|||
Acquisition
|
—
|
|
|
21
|
|
|
21
|
|
|||
Foreign currency translation adjustment
|
(1
|
)
|
|
(7
|
)
|
|
(8
|
)
|
|||
Net balance at July 28, 2019
|
$
|
977
|
|
|
$
|
3,040
|
|
|
$
|
4,017
|
|
|
|
|
|
|
|
2019
|
|
2018
|
||||||||||||||||
Intangible Assets
|
|
Estimated Useful Lives
|
|
Cost
|
Accumulated Amortization
|
Net
|
|
Cost
|
Accumulated Amortization
|
Net
|
||||||||||||||
Amortizable intangible assets
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Customer relationships
|
|
10
|
to
|
22
|
|
$
|
855
|
|
$
|
(70
|
)
|
$
|
785
|
|
|
$
|
917
|
|
$
|
(26
|
)
|
$
|
891
|
|
Other
|
|
1.5
|
to
|
20
|
|
14
|
|
(13
|
)
|
1
|
|
|
14
|
|
(5
|
)
|
9
|
|
||||||
Total amortizable intangible assets
|
|
|
|
|
|
$
|
869
|
|
$
|
(83
|
)
|
$
|
786
|
|
|
$
|
931
|
|
$
|
(31
|
)
|
$
|
900
|
|
Non-amortizable intangible assets
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Trademarks
|
|
|
|
|
|
|
|
2,629
|
|
|
|
|
2,764
|
|
||||||||||
Total net intangible assets
|
|
|
|
|
|
|
|
$
|
3,415
|
|
|
|
|
$
|
3,664
|
|
7.
|
Business and Geographic Segment Information
|
•
|
Meals & Beverages, which includes the retail and foodservice 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; Pacific Foods broth, soups, non-dairy beverages and other simple meals; Prego pasta sauces; Pace Mexican sauces; Campbell’s gravies, pasta, beans and dinner sauces; Swanson canned poultry; Plum baby food and snacks; V8 juices and beverages; and Campbell’s tomato juice. The segment also includes the simple meals and shelf-stable beverages business in Latin America; and
|
•
|
Snacks, which consists of Pepperidge Farm cookies, crackers, fresh bakery and frozen products in U.S. retail, including Milano cookies and Goldfish crackers; and Snyder’s of Hanover pretzels, Lance sandwich crackers, Cape Cod and Kettle Brand potato chips, Late July snacks, Snack Factory Pretzel Crisps, Pop Secret popcorn, Emerald nuts, and other snacking products in the U.S. and Canada. The segment also includes our European chips business.
|
|
|
2019
|
|
2018
|
|
2017
|
||||||
Net sales
|
|
|
|
|
|
|
||||||
Meals & Beverages
|
|
$
|
4,322
|
|
|
$
|
4,305
|
|
|
$
|
4,340
|
|
Snacks
|
|
3,784
|
|
|
2,307
|
|
|
1,497
|
|
|||
Corporate
|
|
1
|
|
|
3
|
|
|
—
|
|
|||
Total
|
|
$
|
8,107
|
|
|
$
|
6,615
|
|
|
$
|
5,837
|
|
|
|
2019
|
|
2018
|
|
2017
|
||||||
Earnings before interest and taxes
|
|
|
|
|
|
|
||||||
Meals & Beverages
|
|
$
|
903
|
|
|
$
|
988
|
|
|
$
|
1,118
|
|
Snacks
|
|
514
|
|
|
383
|
|
|
310
|
|
|||
Corporate(1)
|
|
(407
|
)
|
|
(306
|
)
|
|
14
|
|
|||
Restructuring charges(2)
|
|
(31
|
)
|
|
(55
|
)
|
|
(11
|
)
|
|||
Total
|
|
$
|
979
|
|
|
$
|
1,010
|
|
|
$
|
1,431
|
|
|
|
2019
|
|
2018
|
|
2017
|
||||||
Depreciation and amortization
|
|
|
|
|
|
|
||||||
Meals & Beverages
|
|
$
|
162
|
|
|
$
|
158
|
|
|
$
|
118
|
|
Snacks
|
|
184
|
|
|
102
|
|
|
56
|
|
|||
Corporate(3)
|
|
17
|
|
|
19
|
|
|
19
|
|
|||
Discontinued operations
|
|
83
|
|
|
115
|
|
|
125
|
|
|||
Total
|
|
$
|
446
|
|
|
$
|
394
|
|
|
$
|
318
|
|
|
|
2019
|
|
2018
|
|
2017
|
||||||
Capital expenditures
|
|
|
|
|
|
|
||||||
Meals & Beverages
|
|
$
|
156
|
|
|
$
|
187
|
|
|
$
|
117
|
|
Snacks
|
|
134
|
|
|
91
|
|
|
75
|
|
|||
Corporate(3)
|
|
35
|
|
|
41
|
|
|
47
|
|
|||
Discontinued operations
|
|
59
|
|
|
88
|
|
|
99
|
|
|||
Total
|
|
$
|
384
|
|
|
$
|
407
|
|
|
$
|
338
|
|
(1)
|
Represents unallocated items. Pension and postretirement benefit settlement and mark-to-market adjustments are included in Corporate. There were settlement charges of $28 and losses of $122 in 2019, gains of $131 and $156 in 2018 and 2017, respectively. Costs related to the cost savings initiatives were $90, $135 and $37 in 2019, 2018 and 2017, respectively. Transaction and integration costs associated with the acquisition of Snyder's-Lance were $107 in 2018. Intangible asset impairment charges were $16 in 2019 and $54 in 2018. A charge of $22 related to the settlement of a legal claim was included in 2018.
|
(2)
|
See Note 8 for additional information.
|
(3)
|
Represents primarily corporate offices.
|
|
|
2019
|
|
2018
|
|
2017
|
||||||
Net sales
|
|
|
|
|
|
|
||||||
Soup
|
|
$
|
2,368
|
|
|
$
|
2,355
|
|
|
$
|
2,407
|
|
Snacks
|
|
3,918
|
|
|
2,438
|
|
|
1,619
|
|
|||
Other simple meals
|
|
1,082
|
|
|
1,108
|
|
|
1,118
|
|
|||
Beverages
|
|
738
|
|
|
711
|
|
|
693
|
|
|||
Other
|
|
1
|
|
|
3
|
|
|
—
|
|
|||
Total
|
|
$
|
8,107
|
|
|
$
|
6,615
|
|
|
$
|
5,837
|
|
|
|
2019
|
|
2018
|
|
2017
|
||||||
Net sales
|
|
|
|
|
|
|
||||||
United States
|
|
$
|
7,492
|
|
|
$
|
6,068
|
|
|
$
|
5,371
|
|
Other countries
|
|
615
|
|
|
547
|
|
|
466
|
|
|||
Total
|
|
$
|
8,107
|
|
|
$
|
6,615
|
|
|
$
|
5,837
|
|
|
|
2019
|
|
2018
|
|
2017
|
||||||
Long-lived assets
|
|
|
|
|
|
|
||||||
United States
|
|
$
|
2,400
|
|
|
$
|
2,363
|
|
|
$
|
1,547
|
|
Other countries
|
|
55
|
|
|
103
|
|
|
97
|
|
|||
Total
|
|
$
|
2,455
|
|
|
$
|
2,466
|
|
|
$
|
1,644
|
|
8.
|
Restructuring Charges and Cost Savings Initiatives
|
|
2019
|
|
2018(1)
|
|
2017
|
|
Recognized as of July 28, 2019(1)
|
||||||||
Restructuring charges
|
$
|
31
|
|
|
$
|
55
|
|
|
$
|
11
|
|
|
$
|
229
|
|
Administrative expenses
|
62
|
|
|
99
|
|
|
33
|
|
|
263
|
|
||||
Cost of products sold
|
18
|
|
|
45
|
|
|
4
|
|
|
67
|
|
||||
Marketing and selling expenses
|
7
|
|
|
3
|
|
|
—
|
|
|
10
|
|
||||
Research and development expenses
|
3
|
|
|
—
|
|
|
—
|
|
|
3
|
|
||||
Total pre-tax charges
|
$
|
121
|
|
|
$
|
202
|
|
|
$
|
48
|
|
|
$
|
572
|
|
(1)
|
Includes $13 of Restructuring charges and $12 of Administrative expenses associated with the Snyder's-Lance cost transformation program and integration recognized in 2018.
|
|
2019
|
|
2018
|
|
2017
|
|
Recognized as of July 28, 2019(1)
|
||||||||
Total pre-tax charges
|
$
|
—
|
|
|
$
|
8
|
|
|
$
|
10
|
|
|
$
|
23
|
|
|
Recognized as of
July 28, 2019 |
||
Severance pay and benefits(1)
|
$
|
205
|
|
Asset impairment/accelerated depreciation
|
63
|
|
|
Implementation costs and other related costs(2)
|
304
|
|
|
Total
|
$
|
572
|
|
(1)
|
Includes $13 of charges associated with the Snyder's-Lance cost transformation program and integration recognized in 2018.
|
(2)
|
Includes $12 of charges associated with the Snyder's-Lance cost transformation program and integration recognized in 2018.
|
|
|
Severance Pay and Benefits
|
|
Non-Cash Benefits(4)
|
|
Implementation Costs and Other Related Costs(5)
|
|
Asset Impairment/Accelerated Depreciation
|
|
Other Non-Cash Exit Costs(6)
|
|
Total Charges
|
||||||||
Accrued balance at July 30, 2017(1)
|
|
$
|
19
|
|
|
|
|
|
|
|
|
|
|
|
||||||
2018 charges
|
|
49
|
|
|
2
|
|
|
115
|
|
|
33
|
|
|
3
|
|
|
$
|
202
|
|
|
2018 cash payments
|
|
(24
|
)
|
|
|
|
|
|
|
|
|
|
|
|||||||
Foreign currency translation adjustment
|
|
(1
|
)
|
|
|
|
|
|
|
|
|
|
|
|||||||
Accrued balance at July 29, 2018(2)
|
|
$
|
43
|
|
|
|
|
|
|
|
|
|
|
|
||||||
2019 charges
|
|
31
|
|
|
—
|
|
|
72
|
|
|
18
|
|
|
—
|
|
|
$
|
121
|
|
|
2019 cash payments
|
|
(36
|
)
|
|
|
|
|
|
|
|
|
|
|
|||||||
Foreign currency translation adjustment
|
|
(1
|
)
|
|
|
|
|
|
|
|
|
|
|
|||||||
Accrued balance at July 28, 2019(3)
|
|
$
|
37
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Includes $2 of severance pay and benefits recorded in Other liabilities in the Consolidated Balance Sheet.
|
(2)
|
Includes $24 of severance pay and benefits recorded in Other liabilities in the Consolidated Balance Sheet, $1 of which is associated with the Snyder's-Lance cost transformation program and integration. Of total accrued balance, $9 is associated with the Snyder's-Lance cost transformation program and integration.
|
(3)
|
Includes $8 of severance pay and benefits recorded in Other liabilities in the Consolidated Balance Sheet.
|
(4)
|
Represents pension special termination benefits. See Note 11 for additional information.
|
(5)
|
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, Cost of products sold, Marketing and selling expenses, and Research and development expenses in the Consolidated Statements of Earnings.
|
(6)
|
Includes non-cash costs that are not reflected in the restructuring reserve in the Consolidated Balance Sheet.
|
|
2019
|
|
Costs Incurred to Date(1)
|
||||
Meals & Beverages
|
$
|
34
|
|
|
$
|
212
|
|
Snacks
|
40
|
|
|
200
|
|
||
Corporate
|
47
|
|
|
160
|
|
||
Total
|
$
|
121
|
|
|
$
|
572
|
|
(1)
|
Includes $25 of pre-tax costs associated with the Snacks segment recognized in 2018 related to the Snyder's-Lance cost transformation program and integration.
|
9.
|
Earnings per Share (EPS)
|
10.
|
Noncontrolling Interests
|
11.
|
Pension and Postretirement Benefits
|
|
Pension
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Service cost
|
$
|
21
|
|
|
$
|
24
|
|
|
$
|
26
|
|
Interest cost
|
82
|
|
|
74
|
|
|
86
|
|
|||
Expected return on plan assets
|
(143
|
)
|
|
(144
|
)
|
|
(144
|
)
|
|||
Amortization of prior service cost
|
1
|
|
|
—
|
|
|
—
|
|
|||
Recognized net actuarial (gain) loss
|
120
|
|
|
(104
|
)
|
|
(198
|
)
|
|||
Special termination benefits
|
—
|
|
|
2
|
|
|
—
|
|
|||
Curtailment gains
|
—
|
|
|
(2
|
)
|
|
—
|
|
|||
Settlement charge
|
28
|
|
|
—
|
|
|
—
|
|
|||
Net periodic benefit expense (income)
|
$
|
109
|
|
|
$
|
(150
|
)
|
|
$
|
(230
|
)
|
|
Postretirement
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Service cost
|
$
|
1
|
|
|
$
|
1
|
|
|
$
|
1
|
|
Interest cost
|
8
|
|
|
7
|
|
|
10
|
|
|||
Amortization of prior service credit
|
(29
|
)
|
|
(27
|
)
|
|
(25
|
)
|
|||
Recognized net actuarial (gain) loss
|
14
|
|
|
(16
|
)
|
|
(14
|
)
|
|||
Net periodic benefit expense (income)
|
$
|
(6
|
)
|
|
$
|
(35
|
)
|
|
$
|
(28
|
)
|
|
|
Pension
|
|
Postretirement
|
||||||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Obligation at beginning of year
|
|
$
|
2,257
|
|
|
$
|
2,450
|
|
|
$
|
235
|
|
|
$
|
276
|
|
Service cost
|
|
21
|
|
|
24
|
|
|
1
|
|
|
1
|
|
||||
Interest cost
|
|
82
|
|
|
74
|
|
|
8
|
|
|
7
|
|
||||
Actuarial loss (gain)
|
|
168
|
|
|
(110
|
)
|
|
14
|
|
|
(16
|
)
|
||||
Participant contributions
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
||||
Plan amendments
|
|
—
|
|
|
2
|
|
|
—
|
|
|
(11
|
)
|
||||
Benefits paid
|
|
(154
|
)
|
|
(165
|
)
|
|
(24
|
)
|
|
(26
|
)
|
||||
Settlements
|
|
(20
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Medicare subsidies
|
|
—
|
|
|
—
|
|
|
1
|
|
|
3
|
|
||||
Other
|
|
(1
|
)
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
||||
Special termination benefits
|
|
—
|
|
|
2
|
|
|
—
|
|
|
—
|
|
||||
Curtailment
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
||||
Foreign currency adjustment
|
|
(8
|
)
|
|
(16
|
)
|
|
—
|
|
|
—
|
|
||||
Benefit obligation at end of year
|
|
$
|
2,345
|
|
|
$
|
2,257
|
|
|
$
|
235
|
|
|
$
|
235
|
|
|
|
2019
|
|
2018
|
||||
Fair value at beginning of year
|
|
$
|
2,154
|
|
|
$
|
2,183
|
|
Actual return on plan assets
|
|
162
|
|
|
137
|
|
||
Employer contributions
|
|
5
|
|
|
5
|
|
||
Benefits paid
|
|
(141
|
)
|
|
(155
|
)
|
||
Settlements
|
|
(20
|
)
|
|
—
|
|
||
Foreign currency adjustment
|
|
(7
|
)
|
|
(16
|
)
|
||
Fair value at end of year
|
|
$
|
2,153
|
|
|
$
|
2,154
|
|
|
|
Pension
|
|
Postretirement
|
||||||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Other assets
|
|
$
|
21
|
|
|
$
|
61
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Accrued liabilities
|
|
14
|
|
|
14
|
|
|
25
|
|
|
29
|
|
||||
Other liabilities
|
|
179
|
|
|
141
|
|
|
210
|
|
|
206
|
|
||||
Noncurrent liabilities of discontinued operations
|
|
20
|
|
|
9
|
|
|
—
|
|
|
—
|
|
||||
Net amounts recognized
|
|
$
|
192
|
|
|
$
|
103
|
|
|
$
|
235
|
|
|
$
|
235
|
|
Amounts recognized in accumulated other comprehensive income (loss) consist of:
|
|
Pension
|
|
Postretirement
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|||||||||
Prior service (cost) credit
|
|
$
|
(1
|
)
|
|
$
|
(2
|
)
|
|
$
|
38
|
|
|
$
|
67
|
|
|
|
2019
|
|
2018
|
||||
Projected benefit obligation
|
|
$
|
1,771
|
|
|
$
|
249
|
|
Accumulated benefit obligation
|
|
$
|
1,749
|
|
|
$
|
241
|
|
Fair value of plan assets
|
|
$
|
1,558
|
|
|
$
|
85
|
|
|
|
Pension
|
|
Postretirement
|
||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
Discount rate
|
|
3.46%
|
|
4.15%
|
|
3.28%
|
|
4.06%
|
Rate of compensation increase
|
|
3.20%
|
|
3.21%
|
|
3.25%
|
|
3.25%
|
|
|
Pension
|
||||
|
|
2019
|
|
2018
|
|
2017
|
Discount rate
|
|
4.15%
|
|
3.74%
|
|
3.39%
|
Expected return on plan assets
|
|
6.86%
|
|
6.84%
|
|
7.09%
|
Rate of compensation increase
|
|
3.21%
|
|
3.24%
|
|
3.25%
|
|
|
2019
|
|
2018
|
Health care cost trend rate assumed for next year
|
|
6.25%
|
|
6.75%
|
Rate to which the cost trend rate is assumed to decline (ultimate trend rate)
|
|
4.50%
|
|
4.50%
|
Year that the rate reaches the ultimate trend rate
|
|
2023
|
|
2023
|
•
|
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 July 28, 2019 |
|
Fair Value Measurements at
July 28, 2019 Using Fair Value Hierarchy |
|
Fair Value
as of July 29, 2018 |
|
Fair Value Measurements at
July 29, 2018 Using Fair Value Hierarchy |
||||||||||||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||||||||||||||
Short-term investments
|
$
|
78
|
|
|
$
|
32
|
|
|
$
|
46
|
|
|
$
|
—
|
|
|
$
|
61
|
|
|
$
|
29
|
|
|
$
|
32
|
|
|
$
|
—
|
|
Equities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
U.S.
|
267
|
|
|
267
|
|
|
—
|
|
|
—
|
|
|
284
|
|
|
284
|
|
|
—
|
|
|
—
|
|
||||||||
Non-U.S.
|
217
|
|
|
217
|
|
|
—
|
|
|
—
|
|
|
230
|
|
|
230
|
|
|
—
|
|
|
—
|
|
||||||||
Corporate bonds:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
U.S.
|
635
|
|
|
—
|
|
|
635
|
|
|
—
|
|
|
597
|
|
|
—
|
|
|
597
|
|
|
—
|
|
||||||||
Non-U.S.
|
142
|
|
|
—
|
|
|
142
|
|
|
—
|
|
|
138
|
|
|
—
|
|
|
138
|
|
|
—
|
|
||||||||
Government and agency bonds:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
U.S.
|
73
|
|
|
—
|
|
|
73
|
|
|
—
|
|
|
70
|
|
|
—
|
|
|
70
|
|
|
—
|
|
||||||||
Non-U.S.
|
29
|
|
|
—
|
|
|
29
|
|
|
—
|
|
|
33
|
|
|
—
|
|
|
33
|
|
|
—
|
|
||||||||
Municipal bonds
|
64
|
|
|
—
|
|
|
64
|
|
|
—
|
|
|
61
|
|
|
—
|
|
|
61
|
|
|
—
|
|
||||||||
Mortgage and asset backed securities
|
36
|
|
|
—
|
|
|
36
|
|
|
—
|
|
|
15
|
|
|
—
|
|
|
15
|
|
|
—
|
|
||||||||
Real estate
|
9
|
|
|
5
|
|
|
—
|
|
|
4
|
|
|
10
|
|
|
4
|
|
|
—
|
|
|
6
|
|
||||||||
Hedge funds
|
32
|
|
|
—
|
|
|
|
|
|
32
|
|
|
34
|
|
|
—
|
|
|
—
|
|
|
34
|
|
||||||||
Derivative assets
|
4
|
|
|
—
|
|
|
4
|
|
|
—
|
|
|
8
|
|
|
—
|
|
|
8
|
|
|
—
|
|
||||||||
Derivative liabilities
|
(6
|
)
|
|
—
|
|
|
(6
|
)
|
|
—
|
|
|
(4
|
)
|
|
—
|
|
|
(4
|
)
|
|
—
|
|
||||||||
Total assets at fair value
|
$
|
1,580
|
|
|
$
|
521
|
|
|
$
|
1,023
|
|
|
$
|
36
|
|
|
$
|
1,537
|
|
|
$
|
547
|
|
|
$
|
950
|
|
|
$
|
40
|
|
Investments measured at net asset value:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Short-term investments
|
23
|
|
|
|
|
|
|
|
|
21
|
|
|
|
|
|
|
|
||||||||||||||
Commingled funds:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Equities
|
319
|
|
|
|
|
|
|
|
|
310
|
|
|
|
|
|
|
|
||||||||||||||
Fixed income
|
35
|
|
|
|
|
|
|
|
|
31
|
|
|
|
|
|
|
|
||||||||||||||
Blended
|
84
|
|
|
|
|
|
|
|
|
85
|
|
|
|
|
|
|
|
||||||||||||||
Real estate
|
107
|
|
|
|
|
|
|
|
|
89
|
|
|
|
|
|
|
|
||||||||||||||
Hedge funds
|
76
|
|
|
|
|
|
|
|
|
95
|
|
|
|
|
|
|
|
||||||||||||||
Total investments measured at net asset value:
|
644
|
|
|
|
|
|
|
|
|
631
|
|
|
|
|
|
|
|
||||||||||||||
Other items to reconcile to fair value of plan assets
|
(71
|
)
|
|
|
|
|
|
|
|
(14
|
)
|
|
|
|
|
|
|
||||||||||||||
Total pension plan assets at fair value
|
$
|
2,153
|
|
|
|
|
|
|
|
|
$
|
2,154
|
|
|
|
|
|
|
|
|
|
Real Estate
|
|
Hedge Funds
|
|
Total
|
||||||
Fair value at July 29, 2018
|
|
$
|
6
|
|
|
$
|
34
|
|
|
$
|
40
|
|
Actual return on plan assets
|
|
1
|
|
|
—
|
|
|
1
|
|
|||
Purchases
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Sales
|
|
(3
|
)
|
|
(2
|
)
|
|
(5
|
)
|
|||
Settlements
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Transfers out of Level 3
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Fair value at July 28, 2019
|
|
$
|
4
|
|
|
$
|
32
|
|
|
$
|
36
|
|
|
|
Real Estate
|
|
Hedge Funds
|
|
Total
|
||||||
Fair value at July 30, 2017
|
|
$
|
7
|
|
|
$
|
38
|
|
|
$
|
45
|
|
Actual return on plan assets
|
|
2
|
|
|
2
|
|
|
4
|
|
|||
Purchases
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Sales
|
|
(3
|
)
|
|
(6
|
)
|
|
(9
|
)
|
|||
Settlements
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Transfers out of Level 3
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Fair value at July 29, 2018
|
|
$
|
6
|
|
|
$
|
34
|
|
|
$
|
40
|
|
|
|
2019
|
|
2018
|
|
|
|
|
|
|
|
||||
|
|
Fair Value
|
|
Fair Value
|
|
Redemption Frequency
|
|
Redemption Notice Period Range
|
|||||||
Short-term investments
|
|
$
|
23
|
|
|
$
|
21
|
|
|
Daily
|
|
1 Day
|
|||
Commingled funds:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Equities
|
|
319
|
|
|
310
|
|
|
Daily,
|
Monthly
|
|
2
|
to
|
60 Days
|
||
Fixed income
|
|
35
|
|
|
31
|
|
|
Daily
|
|
1 Day
|
|||||
Blended
|
|
84
|
|
|
85
|
|
|
Primarily Daily
|
|
1
|
to
|
20 Days
|
|||
Real estate funds
|
|
107
|
|
|
89
|
|
|
Quarterly
|
|
45
|
to
|
90 Days
|
|||
Hedge funds
|
|
76
|
|
|
95
|
|
|
Monthly
|
|
5
|
to
|
30 Days
|
|||
Total
|
|
$
|
644
|
|
|
$
|
631
|
|
|
|
|
|
|
|
|
|
|
Pension
|
|
Postretirement
|
||||
2020
|
|
$
|
172
|
|
|
$
|
25
|
|
2021
|
|
$
|
170
|
|
|
$
|
23
|
|
2022
|
|
$
|
164
|
|
|
$
|
22
|
|
2023
|
|
$
|
158
|
|
|
$
|
21
|
|
2024
|
|
$
|
153
|
|
|
$
|
19
|
|
2025-2029
|
|
$
|
728
|
|
|
$
|
78
|
|
12.
|
Taxes on Earnings
|
|
2019
|
|
2018
|
|
2017
|
||||||
Income taxes:
|
|
|
|
|
|
||||||
Currently payable:
|
|
|
|
|
|
||||||
Federal
|
$
|
104
|
|
|
$
|
93
|
|
|
$
|
241
|
|
State
|
19
|
|
|
26
|
|
|
39
|
|
|||
Non-U.S.
|
5
|
|
|
11
|
|
|
2
|
|
|||
|
128
|
|
|
130
|
|
|
282
|
|
|||
Deferred:
|
|
|
|
|
|
||||||
Federal
|
19
|
|
|
(26
|
)
|
|
97
|
|
|||
State
|
7
|
|
|
14
|
|
|
2
|
|
|||
Non-U.S.
|
(3
|
)
|
|
(12
|
)
|
|
11
|
|
|||
|
23
|
|
|
(24
|
)
|
|
110
|
|
|||
|
$
|
151
|
|
|
$
|
106
|
|
|
$
|
392
|
|
|
|
2019
|
|
2018
|
|
2017
|
||||||
Earnings from continuing operations before income taxes:
|
|
|
|
|
|
|
||||||
United States
|
|
$
|
624
|
|
|
$
|
832
|
|
|
$
|
1,264
|
|
Non-U.S.
|
|
1
|
|
|
(2
|
)
|
|
52
|
|
|||
|
|
$
|
625
|
|
|
$
|
830
|
|
|
$
|
1,316
|
|
|
2019
|
|
2018
|
|
2017
|
|||
Federal statutory income tax rate
|
21.0
|
%
|
|
21.0
|
%
|
|
35.0
|
%
|
State income taxes (net of federal tax benefit)
|
2.2
|
|
|
3.0
|
|
|
2.1
|
|
Tax effect of international items
|
—
|
|
|
(0.5
|
)
|
|
(0.4
|
)
|
Federal manufacturing deduction
|
—
|
|
|
(1.4
|
)
|
|
(2.2
|
)
|
Tax Reform - impact on U.S. deferred tax assets and liabilities(1)
|
—
|
|
|
(21.7
|
)
|
|
—
|
|
Tax Reform - transition tax(1)
|
0.3
|
|
|
6.4
|
|
|
—
|
|
Effect of higher U.S. federal statutory tax rate(1)
|
—
|
|
|
5.3
|
|
|
—
|
|
Foreign exchange losses(2)
|
—
|
|
|
—
|
|
|
(3.8
|
)
|
Divestiture impact on deferred taxes
|
1.2
|
|
|
—
|
|
|
—
|
|
Other
|
(0.5
|
)
|
|
0.7
|
|
|
(0.9
|
)
|
Effective income tax rate
|
24.2
|
%
|
|
12.8
|
%
|
|
29.8
|
%
|
(1)
|
The Tax Cuts and Jobs Act of 2017 (the Act) was enacted into law on December 22, 2017, and made significant changes to corporate taxation. Changes under the Act included:
|
•
|
Reducing the federal corporate tax rate from 35% to 21% effective January 1, 2018. A blended rate applied for fiscal 2018 non-calendar year end companies for the fiscal periods that included the effective date of the rate change. The impact of this is shown as "Effect of higher U.S. federal statutory tax rate;"
|
•
|
Repealing the exception for deductibility of performance-based compensation to covered employees, which impacted us beginning in 2019, along with expanding the number of covered employees;
|
•
|
Transitioning to a territorial system for taxation on foreign earnings along with the imposition of a transition tax in 2018 on the deemed repatriation of unremitted foreign earnings;
|
•
|
Immediate expensing of machinery and equipment placed into service after September 27, 2017;
|
•
|
Eliminating the deduction for domestic manufacturing activities, which impacted us beginning in 2019;
|
•
|
Changes to the taxation of multinational companies, including a new minimum tax on Global Intangible Low-Taxed Income, a new Base Erosion Anti-Abuse Tax, and a new U.S. corporate deduction for Foreign-Derived Intangible Income, all of which were effective for us beginning in 2019; and
|
•
|
Limiting the deductibility of interest expense to 30% of adjusted taxable income, which was effective for us beginning in 2019.
|
(2)
|
The 2017 rate was favorably impacted by a $52 benefit primarily related to the sale of intercompany notes receivable to a financial institution, which resulted in the recognition of foreign exchange losses.
|
|
2019
|
|
2018
|
||||
Depreciation
|
$
|
336
|
|
|
$
|
342
|
|
Amortization
|
877
|
|
|
868
|
|
||
Other
|
16
|
|
|
35
|
|
||
Deferred tax liabilities
|
1,229
|
|
|
1,245
|
|
||
Benefits and compensation
|
157
|
|
|
144
|
|
||
Pension benefits
|
46
|
|
|
24
|
|
||
Tax loss carryforwards
|
43
|
|
|
65
|
|
||
Capital loss carryforwards
|
287
|
|
|
88
|
|
||
Outside basis difference
|
116
|
|
|
—
|
|
||
Other
|
82
|
|
|
92
|
|
||
Gross deferred tax assets
|
731
|
|
|
413
|
|
||
Deferred tax asset valuation allowance
|
(427
|
)
|
|
(133
|
)
|
||
Deferred tax assets, net of valuation allowance
|
304
|
|
|
280
|
|
||
Net deferred tax liability
|
$
|
925
|
|
|
$
|
965
|
|
|
2019
|
|
2018
|
|
2017
|
||||||
Balance at beginning of year
|
$
|
32
|
|
|
$
|
64
|
|
|
$
|
63
|
|
Increases related to prior-year tax positions
|
1
|
|
|
—
|
|
|
4
|
|
|||
Decreases related to prior-year tax positions
|
(1
|
)
|
|
(37
|
)
|
|
—
|
|
|||
Increases related to current-year tax positions
|
2
|
|
|
2
|
|
|
4
|
|
|||
Settlements
|
(9
|
)
|
|
(1
|
)
|
|
(7
|
)
|
|||
Lapse of statute
|
(1
|
)
|
|
—
|
|
|
—
|
|
|||
Increase due to acquisitions
|
—
|
|
|
4
|
|
|
—
|
|
|||
Balance at end of year
|
$
|
24
|
|
|
$
|
32
|
|
|
$
|
64
|
|
13.
|
Short-term Borrowings and Long-term Debt
|
|
2019
|
|
2018
|
||||
Commercial paper
|
$
|
853
|
|
|
$
|
1,140
|
|
Notes
|
500
|
|
|
300
|
|
||
Current portion of Canadian credit facility
|
—
|
|
|
90
|
|
||
Capital leases
|
1
|
|
|
—
|
|
||
Build-to-suit lease commitment
|
20
|
|
|
—
|
|
||
Other(1)
|
(3
|
)
|
|
(5
|
)
|
||
Total short-term borrowings
|
$
|
1,371
|
|
|
$
|
1,525
|
|
(1)
|
Includes unamortized net discount/premium on debt issuances and debt issuance costs.
|
Type
|
|
Fiscal Year of Maturity
|
|
Rate
|
|
2019
|
|
2018
|
||||
Canadian credit facility
|
|
2019
|
|
Variable
|
|
$
|
—
|
|
|
$
|
90
|
|
Notes
|
|
2019
|
|
4.50%
|
|
—
|
|
|
300
|
|
||
Notes
|
|
2020
|
|
Variable
|
|
500
|
|
|
500
|
|
||
Notes
|
|
2021
|
|
Variable
|
|
400
|
|
|
400
|
|
||
Senior Term Loan
|
|
2021
|
|
Variable
|
|
499
|
|
|
900
|
|
||
Notes
|
|
2021
|
|
3.30%
|
|
650
|
|
|
650
|
|
||
Notes
|
|
2021
|
|
4.25%
|
|
500
|
|
|
500
|
|
||
Debentures
|
|
2021
|
|
8.88%
|
|
200
|
|
|
200
|
|
||
Notes
|
|
2023
|
|
2.50%
|
|
450
|
|
|
450
|
|
||
Notes
|
|
2023
|
|
3.65%
|
|
1,200
|
|
|
1,200
|
|
||
Notes
|
|
2025
|
|
3.95%
|
|
850
|
|
|
850
|
|
||
Notes
|
|
2025
|
|
3.30%
|
|
300
|
|
|
300
|
|
||
Notes
|
|
2028
|
|
4.15%
|
|
1,000
|
|
|
1,000
|
|
||
Notes
|
|
2043
|
|
3.80%
|
|
400
|
|
|
400
|
|
||
Notes
|
|
2048
|
|
4.80%
|
|
700
|
|
|
700
|
|
||
Capital leases
|
|
|
|
|
|
3
|
|
|
—
|
|
||
Other(1)
|
|
|
|
|
|
(49
|
)
|
|
(59
|
)
|
||
Total
|
|
|
|
|
|
$
|
7,603
|
|
|
$
|
8,381
|
|
Less current portion
|
|
|
|
|
|
500
|
|
|
390
|
|
||
Total long-term debt
|
|
|
|
|
|
$
|
7,103
|
|
|
$
|
7,991
|
|
(1)
|
Includes unamortized net discount/premium on debt issuances and debt issuance costs.
|
14.
|
Financial Instruments
|
|
Balance Sheet Classification
|
|
2019
|
|
2018
|
||||
Asset Derivatives
|
|
|
|
|
|
||||
Derivatives designated as hedges:
|
|
|
|
|
|
||||
Foreign exchange forward contracts
|
Current assets of discontinued operations
|
|
$
|
—
|
|
|
$
|
1
|
|
Total derivatives designated as hedges
|
|
|
$
|
—
|
|
|
$
|
1
|
|
Derivatives not designated as hedges:
|
|
|
|
|
|
||||
Commodity derivative contracts
|
Other current assets
|
|
$
|
3
|
|
|
$
|
5
|
|
Deferred compensation derivative contracts
|
Other current assets
|
|
1
|
|
|
1
|
|
||
Foreign exchange forward contracts
|
Other current assets
|
|
1
|
|
|
3
|
|
||
Total derivatives not designated as hedges
|
|
|
$
|
5
|
|
|
$
|
9
|
|
Total asset derivatives
|
|
|
$
|
5
|
|
|
$
|
10
|
|
|
Balance Sheet Classification
|
|
2019
|
|
2018
|
||||
Liability Derivatives
|
|
|
|
|
|
||||
Derivatives designated as hedges:
|
|
|
|
|
|
||||
Foreign exchange forward contracts
|
Current liabilities of discontinued operations
|
|
$
|
2
|
|
|
$
|
2
|
|
Total derivatives designated as hedges
|
|
|
$
|
2
|
|
|
$
|
2
|
|
Derivatives not designated as hedges:
|
|
|
|
|
|
||||
Commodity derivative contracts
|
Accrued liabilities
|
|
$
|
6
|
|
|
$
|
3
|
|
Foreign exchange forward contracts
|
Accrued liabilities
|
|
2
|
|
|
—
|
|
||
Commodity derivative contracts
|
Other liabilities
|
|
—
|
|
|
1
|
|
||
Total derivatives not designated as hedges
|
|
|
$
|
8
|
|
|
$
|
4
|
|
Total liability derivatives
|
|
|
$
|
10
|
|
|
$
|
6
|
|
|
|
2019
|
|
2018
|
||||||||||||||||||||
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
|
|
$
|
5
|
|
|
$
|
(2
|
)
|
|
$
|
3
|
|
|
$
|
10
|
|
|
$
|
(3
|
)
|
|
$
|
7
|
|
Total liability derivatives
|
|
$
|
10
|
|
|
$
|
(2
|
)
|
|
$
|
8
|
|
|
$
|
6
|
|
|
$
|
(3
|
)
|
|
$
|
3
|
|
|
|
|
Total Cash-Flow Hedge
OCI Activity
|
||||||||||
Derivatives Designated as Cash-Flow Hedges
|
|
|
2019
|
|
2018
|
|
2017
|
||||||
OCI derivative gain (loss) at beginning of year
|
|
|
$
|
(8
|
)
|
|
$
|
(34
|
)
|
|
$
|
(64
|
)
|
Effective portion of changes in fair value recognized in OCI:
|
|
|
|
|
|
|
|
||||||
Foreign exchange forward contracts
|
|
|
(3
|
)
|
|
8
|
|
|
(4
|
)
|
|||
Forward starting interest rate swaps
|
|
|
—
|
|
|
15
|
|
|
23
|
|
|||
Amount of (gain) loss reclassified from OCI to earnings:
|
Location in Earnings
|
|
|
|
|
|
|
||||||
Foreign exchange forward contracts
|
Cost of products sold
|
|
(4
|
)
|
|
5
|
|
|
3
|
|
|||
Foreign exchange forward contracts
|
Other expenses / (income)
|
|
—
|
|
|
—
|
|
|
1
|
|
|||
Foreign exchange forward contracts
|
Loss from discontinued operations
|
|
2
|
|
|
(4
|
)
|
|
3
|
|
|||
Forward starting interest rate swaps
|
Interest expense
|
|
2
|
|
|
2
|
|
|
4
|
|
|||
OCI derivative gain (loss) at end of year
|
|
|
$
|
(11
|
)
|
|
$
|
(8
|
)
|
|
$
|
(34
|
)
|
|
|
|
|
Amount of (Gain) Loss Recognized in Earnings on Derivatives
|
||||||||||
Derivatives not Designated as Hedges
|
|
Location of (Gain) Loss
Recognized in Earnings |
|
2019
|
|
2018
|
|
2017
|
||||||
Foreign exchange forward contracts
|
|
Cost of products sold
|
|
$
|
—
|
|
|
$
|
(1
|
)
|
|
$
|
1
|
|
Foreign exchange forward contracts
|
|
Other expenses / (income)
|
|
—
|
|
|
(1
|
)
|
|
14
|
|
|||
Foreign exchange forward contracts
|
|
Loss from discontinued operations
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|||
Commodity derivative contracts
|
|
Cost of products sold
|
|
6
|
|
|
(2
|
)
|
|
(11
|
)
|
|||
Commodity derivative contracts
|
|
Loss from discontinued operations
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|||
Deferred compensation derivative contracts
|
|
Administrative expenses
|
|
(2
|
)
|
|
(2
|
)
|
|
(3
|
)
|
|||
Treasury rate lock contracts
|
|
Interest expense
|
|
—
|
|
|
(18
|
)
|
|
—
|
|
|||
Total
|
|
|
|
$
|
3
|
|
|
$
|
(24
|
)
|
|
$
|
—
|
|
15.
|
Variable Interest Entity
|
16.
|
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 July 28, 2019 |
|
Fair Value Measurements at
July 28, 2019 Using Fair Value Hierarchy |
|
Fair Value
as of July 29, 2018 |
|
Fair Value Measurements at
July 29, 2018 Using Fair Value Hierarchy |
||||||||||||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Foreign exchange forward contracts(1)
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
4
|
|
|
$
|
—
|
|
|
$
|
4
|
|
|
$
|
—
|
|
Commodity derivative contracts(2)
|
3
|
|
|
2
|
|
|
1
|
|
|
—
|
|
|
5
|
|
|
5
|
|
|
—
|
|
|
—
|
|
||||||||
Deferred compensation derivative contracts(3)
|
1
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|
—
|
|
||||||||
Deferred compensation investments(4)
|
4
|
|
|
4
|
|
|
—
|
|
|
—
|
|
|
6
|
|
|
6
|
|
|
—
|
|
|
—
|
|
||||||||
Fair value option investments(5)
|
76
|
|
|
—
|
|
|
—
|
|
|
76
|
|
|
77
|
|
|
—
|
|
|
—
|
|
|
77
|
|
||||||||
Total assets at fair value
|
$
|
85
|
|
|
$
|
6
|
|
|
$
|
3
|
|
|
$
|
76
|
|
|
$
|
93
|
|
|
$
|
11
|
|
|
$
|
5
|
|
|
$
|
77
|
|
|
Fair Value
as of July 28, 2019 |
|
Fair Value Measurements at
July 28, 2019 Using Fair Value Hierarchy |
|
Fair Value
as of July 29, 2018 |
|
Fair Value Measurements at
July 29, 2018 Using Fair Value Hierarchy |
||||||||||||||||||||||||
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||||||||||||
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Foreign exchange forward contracts(1)
|
$
|
4
|
|
|
$
|
—
|
|
|
$
|
4
|
|
|
$
|
—
|
|
|
$
|
2
|
|
|
$
|
—
|
|
|
$
|
2
|
|
|
$
|
—
|
|
Commodity derivative contracts(2)
|
6
|
|
|
3
|
|
|
3
|
|
|
—
|
|
|
4
|
|
|
3
|
|
|
1
|
|
|
—
|
|
||||||||
Deferred compensation obligation(4)
|
95
|
|
|
95
|
|
|
—
|
|
|
—
|
|
|
108
|
|
|
108
|
|
|
—
|
|
|
—
|
|
||||||||
Total liabilities at fair value
|
$
|
105
|
|
|
$
|
98
|
|
|
$
|
7
|
|
|
$
|
—
|
|
|
$
|
114
|
|
|
$
|
111
|
|
|
$
|
3
|
|
|
$
|
—
|
|
(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 LIBOR and equity index swap rates.
|
(4)
|
Based on the fair value of the participants’ investments.
|
(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 15 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.
|
|
|
2019
|
|
2018
|
||||
Fair value at beginning of year
|
|
$
|
77
|
|
|
$
|
49
|
|
Gains (losses)
|
|
(1
|
)
|
|
9
|
|
||
Purchases
|
|
—
|
|
|
19
|
|
||
Fair value at end of year
|
|
$
|
76
|
|
|
$
|
77
|
|
|
|
Impairment Charges
|
|
Fair Value
|
||||||||||||||||||||||||||||
|
|
Plant Assets
|
|
Amortizable Intangibles
|
|
Trademark
|
|
Goodwill
|
|
Plant Assets
|
|
Amortizable Intangibles
|
|
Trademark
|
|
Goodwill
|
||||||||||||||||
Continuing Operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
July 29, 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Plum
|
|
|
|
|
|
$
|
54
|
|
|
|
|
|
|
|
|
$
|
61
|
|
|
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Discontinued Operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
January 27, 2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Bolthouse Farms carrot and carrot ingredients
|
|
$
|
104
|
|
|
$
|
55
|
|
|
$
|
18
|
|
|
|
|
$
|
102
|
|
|
$
|
25
|
|
|
$
|
30
|
|
|
|
||||
Bolthouse Farms refrigerated beverages and salad dressings
|
|
$
|
9
|
|
|
$
|
22
|
|
|
$
|
74
|
|
|
|
|
$
|
100
|
|
|
$
|
12
|
|
|
$
|
76
|
|
|
|
||||
Garden Fresh Gourmet
|
|
$
|
2
|
|
|
$
|
39
|
|
|
$
|
23
|
|
|
|
|
$
|
25
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
||||
October 28, 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Refrigerated soup
|
|
$
|
14
|
|
|
|
|
|
|
|
|
$
|
38
|
|
|
|
|
|
|
|
||||||||||||
April 29, 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Deli
|
|
$
|
11
|
|
|
|
|
$
|
13
|
|
|
$
|
81
|
|
|
$
|
53
|
|
|
|
|
$
|
23
|
|
|
$
|
—
|
|
||||
Bolthouse Farms refrigerated beverages and salad dressings
|
|
|
|
|
|
$
|
130
|
|
|
$
|
384
|
|
|
|
|
|
|
$
|
150
|
|
|
$
|
—
|
|
||||||||
January 28, 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Bolthouse Farms carrot and carrot ingredients
|
|
|
|
|
|
|
|
$
|
75
|
|
|
|
|
|
|
|
|
$
|
—
|
|
||||||||||||
January 29, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Bolthouse Farms carrot and carrot ingredients
|
|
|
|
|
|
$
|
20
|
|
|
$
|
127
|
|
|
|
|
|
|
$
|
48
|
|
|
$
|
75
|
|
||||||||
Garden Fresh Gourmet
|
|
|
|
|
|
$
|
1
|
|
|
$
|
64
|
|
|
|
|
|
|
$
|
37
|
|
|
$
|
52
|
|
17.
|
Shareholders' Equity
|
18.
|
Stock-based Compensation
|
|
2019
|
|
2018
|
|
2017
|
||||||
Total pre-tax stock-based compensation expense
|
$
|
50
|
|
|
$
|
55
|
|
|
$
|
53
|
|
Tax-related benefits
|
$
|
8
|
|
|
$
|
9
|
|
|
$
|
20
|
|
|
2019
|
|
2018
|
|
2017
|
||||||
Total pre-tax stock-based compensation expense
|
$
|
8
|
|
|
$
|
6
|
|
|
$
|
7
|
|
Tax-related benefits
|
$
|
2
|
|
|
$
|
2
|
|
|
$
|
2
|
|
|
Options
|
|
Weighted-
Average
Exercise
Price
|
|
Weighted-
Average
Remaining
Contractual
Life
|
|
Aggregate
Intrinsic
Value
|
|||||
|
(Options in
thousands)
|
|
|
|
(In years)
|
|
|
|||||
Exercisable at July 29, 2018
|
1,537
|
|
|
$
|
50.36
|
|
|
|
|
|
||
Granted
|
596
|
|
|
$
|
35.74
|
|
|
|
|
|
||
Exercised
|
—
|
|
|
$
|
—
|
|
|
|
|
|
||
Terminated
|
(74
|
)
|
|
$
|
49.05
|
|
|
|
|
|
||
Outstanding at July 28, 2019
|
2,059
|
|
|
$
|
46.17
|
|
|
7.3
|
|
$
|
3
|
|
Exercisable at July 28, 2019
|
1,035
|
|
|
$
|
50.88
|
|
|
5.9
|
|
$
|
—
|
|
|
2019
|
|
2018
|
|
2017
|
Risk-free interest rate
|
2.79%
|
|
2.06%
|
|
1.28%
|
Expected dividend yield
|
3.84%
|
|
2.95%
|
|
2.26%
|
Expected volatility
|
25.28%
|
|
19.60%
|
|
18.64%
|
Expected term
|
6.1 years
|
|
6 years
|
|
6 years
|
Grant-date fair value
|
$6.27
|
|
$6.67
|
|
$7.51
|
|
Units
|
|
Weighted-
Average
Grant-Date
Fair Value
|
|||
|
(Restricted stock
units in thousands)
|
|
|
|||
Nonvested at July 29, 2018
|
1,652
|
|
|
$
|
47.01
|
|
Granted
|
1,340
|
|
|
$
|
36.51
|
|
Vested
|
(711
|
)
|
|
$
|
47.83
|
|
Forfeited
|
(321
|
)
|
|
$
|
40.67
|
|
Nonvested at July 28, 2019
|
1,960
|
|
|
$
|
40.57
|
|
|
Units
|
|
Weighted-
Average
Grant-Date
Fair Value
|
|||
|
(Restricted stock
units in thousands)
|
|
|
|||
Nonvested at July 29, 2018
|
1,664
|
|
|
$
|
46.66
|
|
Granted
|
388
|
|
|
$
|
31.29
|
|
Vested
|
—
|
|
|
$
|
—
|
|
Forfeited
|
(744
|
)
|
|
$
|
55.07
|
|
Nonvested at July 28, 2019
|
1,308
|
|
|
$
|
37.33
|
|
|
2019
|
|
2018
|
|
2017
|
Risk-free interest rate
|
2.80%
|
|
1.58%
|
|
0.85%
|
Expected dividend yield
|
3.79%
|
|
2.95%
|
|
2.26%
|
Expected volatility
|
24.50%
|
|
19.07%
|
|
17.78%
|
Expected term
|
3 years
|
|
3 years
|
|
3 years
|
19.
|
Commitments and Contingencies
|
2020
|
2021
|
2022
|
2023
|
2024
|
Thereafter
|
$68
|
$54
|
$40
|
$29
|
$21
|
$88
|
20.
|
Supplemental Financial Statement Data
|
|
2019
|
|
2018
|
||||
Accounts receivable
|
|
|
|
||||
Customer accounts receivable
|
$
|
538
|
|
|
$
|
528
|
|
Allowances
|
(13
|
)
|
|
(18
|
)
|
||
Subtotal
|
$
|
525
|
|
|
$
|
510
|
|
Other
|
49
|
|
|
53
|
|
||
|
$
|
574
|
|
|
$
|
563
|
|
|
|
|
|
||||
Inventories
|
|
|
|
||||
Raw materials, containers and supplies
|
$
|
271
|
|
|
$
|
312
|
|
Finished products
|
592
|
|
|
575
|
|
||
|
$
|
863
|
|
|
$
|
887
|
|
|
|
|
|
||||
Plant assets
|
|
|
|
||||
Land
|
$
|
83
|
|
|
$
|
82
|
|
Buildings
|
1,474
|
|
|
1,439
|
|
||
Machinery and equipment
|
3,473
|
|
|
3,554
|
|
||
Projects in progress
|
185
|
|
|
164
|
|
||
Total cost
|
$
|
5,215
|
|
|
$
|
5,239
|
|
Accumulated depreciation(1)
|
(2,760
|
)
|
|
(2,773
|
)
|
||
|
$
|
2,455
|
|
|
$
|
2,466
|
|
|
|
|
|
||||
Other assets
|
|
|
|
||||
Investments
|
$
|
77
|
|
|
$
|
92
|
|
Deferred taxes
|
2
|
|
|
2
|
|
||
Pensions
|
21
|
|
|
61
|
|
||
Other
|
27
|
|
|
34
|
|
||
|
$
|
127
|
|
|
$
|
189
|
|
|
2019
|
|
2018
|
||||
Accrued liabilities
|
|
|
|
||||
Accrued compensation and benefits
|
$
|
234
|
|
|
$
|
162
|
|
Fair value of derivatives
|
8
|
|
|
3
|
|
||
Accrued trade and consumer promotion programs
|
135
|
|
|
130
|
|
||
Accrued interest
|
97
|
|
|
102
|
|
||
Restructuring
|
29
|
|
|
19
|
|
||
Other
|
106
|
|
|
100
|
|
||
|
$
|
609
|
|
|
$
|
516
|
|
|
|
|
|
||||
Other liabilities
|
|
|
|
||||
Pension benefits
|
$
|
179
|
|
|
$
|
141
|
|
Deferred compensation
|
79
|
|
|
90
|
|
||
Postretirement benefits
|
210
|
|
|
206
|
|
||
Transition tax on unremitted foreign earnings
|
—
|
|
|
7
|
|
||
Unrecognized tax benefits
|
19
|
|
|
22
|
|
||
Restructuring
|
8
|
|
|
24
|
|
||
Other
|
64
|
|
|
57
|
|
||
|
$
|
559
|
|
|
$
|
547
|
|
(1)
|
Depreciation expense was $389 in 2019, $360 in 2018 and $299 in 2017. Depreciation expense of continuing operations was $315 in 2019, $259 in 2018 and $192 in 2017. Buildings are depreciated over periods ranging from 7 to 45 years. Machinery and equipment are depreciated over periods generally ranging from 2 to 20 years.
|
|
2019
|
|
2018
|
|
2017
|
||||||
Other expenses / (income)
|
|
|
|
|
|
||||||
Amortization of intangible assets
|
$
|
48
|
|
|
$
|
20
|
|
|
$
|
1
|
|
Impairment of intangible assets(1)
|
16
|
|
|
54
|
|
|
—
|
|
|||
Net periodic benefit expense (income) other than the service cost
|
71
|
|
|
(225
|
)
|
|
(224
|
)
|
|||
Investment losses
|
1
|
|
|
10
|
|
|
9
|
|
|||
Transaction costs(2)
|
—
|
|
|
53
|
|
|
—
|
|
|||
Legal settlements
|
—
|
|
|
22
|
|
|
—
|
|
|||
Other
|
4
|
|
|
(7
|
)
|
|
(2
|
)
|
|||
|
$
|
140
|
|
|
$
|
(73
|
)
|
|
$
|
(216
|
)
|
|
|
|
|
|
|
||||||
Advertising and consumer promotion expense(3)
|
$
|
347
|
|
|
$
|
327
|
|
|
$
|
327
|
|
|
|
|
|
|
|
||||||
Interest expense
|
|
|
|
|
|
||||||
Interest expense
|
$
|
359
|
|
|
$
|
186
|
|
|
$
|
117
|
|
Less: Interest capitalized
|
3
|
|
|
3
|
|
|
2
|
|
|||
|
$
|
356
|
|
|
$
|
183
|
|
|
$
|
115
|
|
(1)
|
See Note 6 for additional information.
|
(2)
|
In 2018, we recognized transaction costs of $53 related to the acquisition of Snyder's-Lance. See Note 4 for additional information.
|
(3)
|
Included in Marketing and selling expenses.
|
|
2019
|
|
2018
|
|
2017
|
||||||
Cash Flows from Operating Activities
|
|
|
|
|
|
||||||
Other
|
|
|
|
|
|
||||||
Benefit related payments
|
$
|
(60
|
)
|
|
$
|
(59
|
)
|
|
$
|
(58
|
)
|
Other
|
(4
|
)
|
|
5
|
|
|
3
|
|
|||
|
$
|
(64
|
)
|
|
$
|
(54
|
)
|
|
$
|
(55
|
)
|
|
|
|
|
|
|
||||||
Other Cash Flow Information
|
|
|
|
|
|
||||||
Interest paid
|
$
|
367
|
|
|
$
|
152
|
|
|
$
|
110
|
|
Interest received
|
$
|
3
|
|
|
$
|
4
|
|
|
$
|
5
|
|
Income taxes paid
|
$
|
117
|
|
|
$
|
128
|
|
|
$
|
320
|
|
|
|
|
|
|
|
||||||
Non-cash Activity
|
|
|
|
|
|
||||||
Build-to-suit lease commitment
|
$
|
20
|
|
|
$
|
—
|
|
|
$
|
—
|
|
21.
|
Quarterly Data (unaudited)
|
|
2019
|
||||||||||||||
|
First
|
|
Second
|
|
Third
|
|
Fourth
|
||||||||
Net sales
|
$
|
2,202
|
|
|
$
|
2,172
|
|
|
$
|
1,953
|
|
|
$
|
1,780
|
|
Gross profit
|
726
|
|
|
706
|
|
|
655
|
|
|
606
|
|
||||
Earnings (loss) from continuing operations attributable to Campbell Soup Company
|
180
|
|
|
176
|
|
|
123
|
|
|
(5
|
)
|
||||
Earnings (loss) from discontinued operations
|
14
|
|
|
(235
|
)
|
|
(39
|
)
|
|
(3
|
)
|
||||
Net earnings (loss) attributable to Campbell Soup Company
|
194
|
|
|
(59
|
)
|
|
84
|
|
|
(8
|
)
|
||||
Per share - basic
|
|
|
|
|
|
|
|
||||||||
Earnings (loss) from continuing operations attributable to Campbell Soup Company
|
.60
|
|
|
.58
|
|
|
.41
|
|
|
(.02
|
)
|
||||
Earnings (loss) from discontinued operations
|
.05
|
|
|
(.78
|
)
|
|
(.13
|
)
|
|
(.01
|
)
|
||||
Net earnings (loss) attributable to Campbell Soup Company (1)
|
.64
|
|
|
(.20
|
)
|
|
.28
|
|
|
(.03
|
)
|
||||
Dividends
|
.35
|
|
|
.35
|
|
|
.35
|
|
|
.35
|
|
||||
Earnings per share - assuming dilution
|
|
|
|
|
|
|
|
||||||||
From continuing operations attributable to Campbell Soup Company
|
.60
|
|
|
.58
|
|
|
.41
|
|
|
(.02
|
)
|
||||
From discontinued operations
|
.05
|
|
|
(.78
|
)
|
|
(.13
|
)
|
|
(.01
|
)
|
||||
Net attributable to Campbell Soup Company (1)
|
.64
|
|
|
(.20
|
)
|
|
.28
|
|
|
(.03
|
)
|
(1)
|
The sum of individual per share amounts may not add due to rounding.
|
|
2019
|
||||||||||||||
|
First
|
|
Second
|
|
Third
|
|
Fourth
|
||||||||
In 2019, the following charges (gains) were recorded in Earnings (loss) from continuing operations attributable to Campbell Soup Company:
|
|
|
|
|
|
|
|
||||||||
Restructuring charges, implementation costs and other related costs
|
$
|
34
|
|
|
$
|
18
|
|
|
$
|
16
|
|
|
$
|
24
|
|
Impairment charges
|
—
|
|
|
—
|
|
|
—
|
|
|
13
|
|
||||
Pension and postretirement benefit mark-to-market adjustments
|
—
|
|
|
—
|
|
|
—
|
|
|
93
|
|
||||
Pension settlement
|
—
|
|
|
—
|
|
|
22
|
|
|
—
|
|
||||
Tax reform
|
—
|
|
|
2
|
|
|
—
|
|
|
—
|
|
||||
Per share - assuming dilution
|
|
|
|
|
|
|
|
||||||||
Restructuring charges, implementation costs and other related costs
|
.11
|
|
|
.06
|
|
|
.05
|
|
|
.08
|
|
||||
Impairment charges
|
—
|
|
|
—
|
|
|
—
|
|
|
.04
|
|
||||
Pension and postretirement benefit mark-to-market adjustments
|
—
|
|
|
—
|
|
|
—
|
|
|
.31
|
|
||||
Pension settlement
|
—
|
|
|
—
|
|
|
.07
|
|
|
—
|
|
||||
Tax reform
|
—
|
|
|
.01
|
|
|
—
|
|
|
—
|
|
||||
In 2019, the following charges (gains) were recorded in Earnings (loss) from discontinued operations:
|
|
|
|
|
|
|
|
||||||||
Restructuring charges, implementation costs and other related costs
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
(1
|
)
|
|
$
|
—
|
|
Impairment charges
|
11
|
|
|
264
|
|
|
—
|
|
|
12
|
|
||||
Costs associated with divestitures
|
—
|
|
|
8
|
|
|
48
|
|
|
4
|
|
||||
Pension benefit mark-to-market adjustments
|
—
|
|
|
—
|
|
|
—
|
|
|
9
|
|
||||
Per share - assuming dilution
|
|
|
|
|
|
|
|
||||||||
Restructuring charges, implementation costs and other related costs
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Impairment charges
|
.04
|
|
|
.87
|
|
|
—
|
|
|
.04
|
|
||||
Costs associated with divestitures
|
—
|
|
|
.03
|
|
|
.16
|
|
|
.01
|
|
||||
Pension benefit mark-to-market adjustments
|
—
|
|
|
—
|
|
|
—
|
|
|
.03
|
|
|
2018
|
||||||||||||||
|
First
|
|
Second
|
|
Third
|
|
Fourth
|
||||||||
Net sales
|
$
|
1,638
|
|
|
$
|
1,614
|
|
|
$
|
1,618
|
|
|
$
|
1,745
|
|
Gross profit
|
656
|
|
|
637
|
|
|
533
|
|
|
548
|
|
||||
Earnings from continuing operations attributable to Campbell Soup Company
|
227
|
|
|
314
|
|
|
57
|
|
|
126
|
|
||||
Earnings (loss) from discontinued operations
|
48
|
|
|
(29
|
)
|
|
(450
|
)
|
|
(32
|
)
|
||||
Net earnings (loss) attributable to Campbell Soup Company
|
275
|
|
|
285
|
|
|
(393
|
)
|
|
94
|
|
||||
Per share - basic
|
|
|
|
|
|
|
|
||||||||
Earnings from continuing operations attributable to Campbell Soup Company
|
.75
|
|
|
1.04
|
|
|
.19
|
|
|
.42
|
|
||||
Earnings (loss) from discontinued operations
|
.16
|
|
|
(.10
|
)
|
|
(1.50
|
)
|
|
(.11
|
)
|
||||
Net earnings (loss) attributable to Campbell Soup Company(1)
|
.91
|
|
|
.95
|
|
|
(1.31
|
)
|
|
.31
|
|
||||
Dividends
|
.35
|
|
|
.35
|
|
|
.35
|
|
|
.35
|
|
||||
Per share - assuming dilution
|
|
|
|
|
|
|
|
||||||||
Earnings from continuing operations attributable to Campbell Soup Company
|
.75
|
|
|
1.04
|
|
|
.19
|
|
|
.42
|
|
||||
Earnings (loss) from discontinued operations
|
.16
|
|
|
(.10
|
)
|
|
(1.50
|
)
|
|
(.11
|
)
|
||||
Net earnings (loss) attributable to Campbell Soup Company(1)
|
.91
|
|
|
.95
|
|
|
(1.31
|
)
|
|
.31
|
|
(1)
|
The sum of individual per share amounts may not add due to rounding.
|
|
2018
|
||||||||||||||
|
First
|
|
Second
|
|
Third
|
|
Fourth
|
||||||||
In 2018, the following charges (gains) were recorded in Earnings from continuing operations attributable to Campbell Soup Company:
|
|
|
|
|
|
|
|
||||||||
Restructuring charges, implementation costs and other related costs
|
$
|
12
|
|
|
$
|
45
|
|
|
$
|
41
|
|
|
$
|
34
|
|
Impairment charges
|
—
|
|
|
—
|
|
|
—
|
|
|
41
|
|
||||
Pension and postretirement benefit mark-to-market adjustments
|
(9
|
)
|
|
—
|
|
|
—
|
|
|
(90
|
)
|
||||
Transaction and integration costs
|
—
|
|
|
19
|
|
|
46
|
|
|
8
|
|
||||
Claim settlement
|
—
|
|
|
—
|
|
|
15
|
|
|
—
|
|
||||
Tax reform
|
—
|
|
|
(124
|
)
|
|
—
|
|
|
(6
|
)
|
||||
Per share - assuming dilution
|
|
|
|
|
|
|
|
||||||||
Restructuring charges, implementation costs and other related costs
|
.04
|
|
|
.15
|
|
|
.14
|
|
|
.11
|
|
||||
Impairment charges
|
—
|
|
|
—
|
|
|
—
|
|
|
.14
|
|
||||
Pension and postretirement benefit mark-to-market adjustments
|
(.03
|
)
|
|
—
|
|
|
—
|
|
|
(.30
|
)
|
||||
Transaction and integration costs
|
—
|
|
|
.06
|
|
|
.15
|
|
|
.03
|
|
||||
Claim settlement
|
—
|
|
|
—
|
|
|
.05
|
|
|
—
|
|
||||
Tax reform
|
—
|
|
|
(.41
|
)
|
|
—
|
|
|
(.02
|
)
|
||||
In 2018, the following charges (gains) were recorded in Earnings (loss) from discontinued operations:
|
|
|
|
|
|
|
|
||||||||
Restructuring charges, implementation costs and other related costs
|
—
|
|
|
1
|
|
|
4
|
|
|
(1
|
)
|
||||
Impairment charges
|
—
|
|
|
74
|
|
|
497
|
|
|
—
|
|
||||
Pension benefit mark-to-market and curtailment adjustments
|
—
|
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
||||
Per share - assuming dilution
|
|
|
|
|
|
|
|
||||||||
Restructuring charges, implementation costs and other related costs
|
—
|
|
|
—
|
|
|
.01
|
|
|
—
|
|
||||
Impairment charges
|
—
|
|
|
.25
|
|
|
1.65
|
|
|
—
|
|
||||
Pension benefit mark-to-market and curtailment adjustments
|
—
|
|
|
—
|
|
|
—
|
|
|
(.01
|
)
|
22.
|
Subsequent Event
|
•
|
pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;
|
•
|
provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and Directors of the Company; and
|
•
|
provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company's assets that could have a material effect on the financial statements.
|
/s/ Mark A. Clouse
|
|
|
|
Mark A. Clouse
|
|
|
|
President and Chief Executive Officer
|
|
|
|
|
|
|
|
/s/ Anthony P. DiSilvestro
|
|
|
|
Anthony P. DiSilvestro
|
|
|
|
Senior Vice President and Chief Financial Officer
|
|
|
|
|
|
|
|
/s/ Stanley Polomski
|
|
|
|
Stanley Polomski
|
|
|
|
Vice President and Controller
|
|
|
|
(Principal Accounting Officer)
|
|
|
|
|
|
|
|
/s/ PricewaterhouseCoopers LLP
|
|
|
|
||
PricewaterhouseCoopers LLP
|
|
|
|
|
|
Philadelphia, Pennsylvania
|
|
|
|
|
|
|
|
|
|
|
|
September 26, 2019
|
|
|
|
|
|
•
|
writing to Investor Relations, Campbell Soup Company, 1 Campbell Place, Camden, NJ 08103-1799;
|
•
|
calling 1-800-840-2865; or
|
•
|
e-mailing our Investor Relations Department at investorrelations@campbellsoup.com.
|
Plan Category
|
|
Number of
Securities to be
Issued Upon
Exercise of
Outstanding
Options, Warrants and Rights (a)
|
|
Weighted-
Average
Exercise Price of
Outstanding
Options,
Warrants and Rights (b)
|
|
Number of Securities
Remaining Available
For
Future Issuance Under
Equity Compensation
Plans
(Excluding Securities
Reflected in the First Column) (c)
|
||||
Equity Compensation Plans Approved by Security Holders (1)
|
|
7,203,299
|
|
|
$
|
46.17
|
|
|
5,428,157
|
|
Equity Compensation Plans Not Approved by Security Holders
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
Total
|
|
7,203,299
|
|
|
$
|
46.17
|
|
|
5,428,157
|
|
(1)
|
Column (a) represents stock options and restricted stock units outstanding under the 2015 Long-Term Incentive Plan and the 2005 Long-Term Incentive Plan. Column (a) includes 3,298,028 TSR performance restricted stock units and Free Cash Flow performance restricted stock units based on the maximum number of shares potentially issuable under the awards, and the number of shares, if any, to be issued pursuant to such awards will be determined based upon performance during the applicable three-year performance period. No additional awards can be made under the 2005 Long-Term Incentive Plan. Future equity awards under the 2015 Long-Term Incentive Plan may take the form of stock options, stock appreciation rights, performance unit awards, restricted stock, restricted performance stock, restricted stock units, or stock awards. Column (b) represents the weighted-average exercise price of the outstanding stock options only; the outstanding restricted stock units are not included in this calculation. Column (c) represents the maximum number of future equity awards that can be made under the 2015 Long-Term Incentive Plan as of July 28, 2019.
|
Item 15.
|
Exhibits and Financial Statement Schedules
|
|
|
2
|
|
|
|
3(a)
|
|
|
|
3(b)
|
|
|
|
4(a)
|
|
|
|
4(b)
|
|
|
|
4(c)
|
|
|
|
4(d)
|
|
|
|
4(e)
|
|
|
|
4(f)
|
|
|
|
4(g)
|
|
|
|
4(h)
|
|
|
|
4(i)
|
|
|
|
4(j)
|
|
|
|
4(k)
|
|
|
|
4(l)
|
|
|
|
4(m)
|
|
|
|
4(n)
|
|
|
|
4(o)
|
|
|
|
4(p)
|
|
|
|
10(a)+
|
|
|
|
10(b)+
|
|
|
10(c)+
|
|
|
|
10(d)+
|
|
|
|
10(e)+
|
|
|
|
10(f)+
|
|
|
|
10(g)+
|
|
|
|
10(h)+
|
|
|
|
10(i)+
|
|
|
|
10(j)+
|
|
|
|
10(k)+
|
|
|
|
10(l)+
|
|
|
|
10(m)+
|
|
|
|
10(n)+
|
|
|
|
10(o)+
|
|
|
|
10(p)+
|
|
|
|
10(q)+
|
|
|
|
10(r)+
|
|
|
|
10(s)+
|
|
|
|
10(t)+
|
|
|
|
10(u)+
|
|
|
|
10(v)+
|
|
|
10(w)
|
|
|
|
10(x)
|
|
|
|
10(y)
|
|
|
|
10(z)
|
|
|
|
10(aa)+
|
|
|
|
10(bb)+
|
|
|
|
10(cc)+
|
|
|
|
21
|
|
|
|
23
|
|
|
|
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 (Principal Financial Officer)
|
|
Signatures
|
||
|
|
|
/s/ Mark A. Clouse
|
|
/s/ Maria Teresa Hilado
|
Mark A. Clouse
|
|
Maria Teresa Hilado
|
President and Chief Executive Officer and Director
|
|
Director
|
(Principal Executive Officer)
|
|
|
|
|
|
/s/ Anthony P. DiSilvestro
|
|
/s/ Sarah Hofstetter
|
Anthony P. DiSilvestro
|
|
Sarah Hofstetter
|
Senior Vice President and Chief Financial Officer
|
|
Director
|
(Principal Financial Officer)
|
|
|
|
|
|
/s/ Stanley Polomski
|
|
/s/ Randall W. Larrimore
|
Stanley Polomski
|
|
Randall W. Larrimore
|
Vice President and Controller
|
|
Director
|
(Principal Accounting Officer)
|
|
|
|
|
|
/s/ Keith R. McLoughlin
|
|
/s/ Marc B. Lautenbach
|
Keith R. McLoughlin
|
|
Marc B. Lautenbach
|
Chair and Director
|
|
Director
|
|
|
|
/s/ Fabiola R. Arredondo
|
|
/s/ Mary Alice D. Malone
|
Fabiola R. Arredondo
|
|
Mary Alice D. Malone
|
Director
|
|
Director
|
|
|
|
/s/ Howard M. Averill
|
|
/s/ Kurt T. Schmidt
|
Howard M. Averill
|
|
Kurt T. Schmidt
|
Director
|
|
Director
|
|
|
|
/s/ John P. Bilbrey
|
|
/s/ Nick Shreiber
|
John P. Bilbrey
|
|
Nick Shreiber
|
Director
|
|
Director
|
|
|
|
/s/ Bennett Dorrance
|
|
/s/ Archbold D. van Beuren
|
Bennett Dorrance
|
|
Archbold D. van Beuren
|
Director
|
|
Director
|
|
|
|
|
Balance at Beginning of Period
|
|
Charged to/
(Reduction in) Costs
and
Expenses
|
|
Deductions
|
|
Acquisitions
|
|
Balance at
End of
Period
|
||||||||||
Fiscal year ended July 28, 2019
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash discount
|
$
|
6
|
|
|
$
|
132
|
|
|
$
|
(132
|
)
|
|
$
|
—
|
|
|
$
|
6
|
|
Bad debt reserve
|
3
|
|
|
1
|
|
|
(1
|
)
|
|
—
|
|
|
3
|
|
|||||
Returns reserve(1)
|
9
|
|
|
(2
|
)
|
|
(3
|
)
|
|
—
|
|
|
4
|
|
|||||
Total Accounts receivable allowances
|
$
|
18
|
|
|
$
|
131
|
|
|
$
|
(136
|
)
|
|
$
|
—
|
|
|
$
|
13
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Fiscal year ended July 29, 2018
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash discount
|
$
|
4
|
|
|
$
|
114
|
|
|
$
|
(114
|
)
|
|
$
|
2
|
|
|
$
|
6
|
|
Bad debt reserve
|
1
|
|
|
1
|
|
|
(1
|
)
|
|
2
|
|
|
3
|
|
|||||
Returns reserve(1)
|
3
|
|
|
4
|
|
|
—
|
|
|
2
|
|
|
9
|
|
|||||
Total Accounts receivable allowances
|
$
|
8
|
|
|
$
|
119
|
|
|
$
|
(115
|
)
|
|
$
|
6
|
|
|
$
|
18
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Fiscal year ended July 30, 2017
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash discount
|
$
|
4
|
|
|
$
|
109
|
|
|
$
|
(109
|
)
|
|
$
|
—
|
|
|
$
|
4
|
|
Bad debt reserve
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|||||
Returns reserve(1)
|
4
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
3
|
|
|||||
Total Accounts receivable allowances
|
$
|
9
|
|
|
$
|
108
|
|
|
$
|
(109
|
)
|
|
$
|
—
|
|
|
$
|
8
|
|
(1)
|
The returns reserve is evaluated quarterly and adjusted accordingly. During each period, returns are charged to net sales in the Consolidated Statements of Earnings as incurred. Actual returns were approximately $107 in 2019, $104 in 2018, and $102 in 2017, or less than 2% of net sales.
|
Name of Subsidiary and Name
Under Which It Does Business
|
Jurisdiction of Incorporation
|
1035 Line Company
|
Delaware
|
3330472 Nova Scotia Company
|
Canada
|
AB Australasia Pty Limited
|
Australia
|
Arnott’s Biscuit Company Singapore Pte Ltd
|
Singapore
|
Arnotts Biscuits Holdings Pty Limited
|
Singapore
|
Arnott’s Biscuits Limited
|
Australia
|
Arnott's Foundation Pty. Limited
|
Australia
|
Arnott’s New Zealand Limited
|
New Zealand
|
Arnott’s Sales Pty Limited
|
Australia
|
Arnotts Biscuits Holdings Pty Limited
|
Australia
|
Arnotts Limited
|
Australia
|
Baptista’s Bakery, LLC
|
Wisconsin
|
CAH Corporation
|
Delaware
|
Campbell Argentina S.A.
|
Argentina
|
Campbell Australasia Pty Ltd
|
Australia
|
Campbell Cheong Chan Malaysia Sdn. Bhd
|
Malaysia
|
Campbell Company of Canada
|
Canada
|
Campbell EU Investment Company
|
Delaware
|
Campbell Finance 2 Corp.
|
Delaware
|
Campbell Foods (NZ) Ltd
|
New Zealand
|
Campbell Foods UK Limited
|
United Kingdom
|
Campbell Foodservice Company
|
Pennsylvania
|
Campbell Hong Kong Limited
|
Hong Kong
|
Campbell International Holdings Inc.
|
Delaware
|
Campbell Investment (Australia) Pty. Limited
|
Australia
|
Campbell Investment Company
|
Delaware
|
Campbell Japan Incorporated
|
Japan
|
Campbell Jin Bao Tang, Inc.
|
Delaware
|
Campbell Luxembourg Holdings S.a.r.l.
|
Luxembourg
|
Campbell MFG 1 Company
|
Delaware
|
Campbell Sales Company
|
New Jersey
|
Campbell Soup Asia Limited
|
Hong Kong
|
Campbell Soup Dominicana, S.A.
|
Dominican Republic
|
Campbell Soup Supply Company L.L.C.
|
Delaware
|
Campbell Southeast Asia Sdn Bhd
|
Malaysia
|
Campbell Swire (HK) Ltd
|
Hong Kong
|
Campbell Swire (Xiamen) Co Ltd
|
China
|
Campbell Swire Equipment Leasing Ltd
|
Hong Kong
|
Campbell U.S. Holdings, Inc.
|
Delaware
|
Campbell Urban Renewal Corporation
|
New Jersey
|
Name of Subsidiary and Name
Under Which It Does Business
|
Jurisdiction of Incorporation
|
Campbell’s de Mexico S.A. de C. V.
|
Mexico
|
CANEB L.L.C.
|
Delaware
|
CanFin Holdings Inc.
|
Delaware
|
CCHC Pty Ltd
|
Australia
|
CIRT Urban Renewal Corp.
|
New Jersey
|
Comercializadora Campbell de Guatemala, Limitada
|
Guatemala
|
CRHC Pty. Ltd.
|
Australia
|
CSC Brands LP
|
Delaware
|
CSC Insights, Inc.
|
New Jersey
|
CSC Standards, Inc.
|
New Jersey
|
DFKA Intermediate Ltd.
|
United Kingdom
|
DFKA Ltd.
|
United Kingdom
|
DFKA UK Holdings Ltd.
|
United Kingdom
|
Diamond Foods Brazil Holdings LLC
|
Delaware
|
Diamond Foods International Holdings BV
|
Netherlands
|
Diamond of Europe GmbH
|
Germany
|
EDS Investments, LLC
|
New Jersey
|
EPL Properties Pty Limited
|
Australia
|
Hazelton Parent, Inc.
|
Delaware
|
Joseph Campbell Company
|
New Jersey
|
Kettle Foods Holdings, Inc.
|
Delaware
|
Kettle Foods Ltd.
|
United Kingdom
|
Kettle Foods, Inc.
|
Oregon
|
Kettle Growers Services Ltd.
|
United Kingdom
|
Lani BVBA
|
Belgium
|
Late July Snacks, LLC
|
Delaware
|
Natural Food Works, LLC
|
Colorado
|
Pacific Foods Investments, Inc.
|
Delaware
|
Pacific Foods of Oregon, LLC
|
Oregon
|
Pepperidge Farm, Incorporated
|
Connecticut
|
Players Biscuits Pty. Ltd.
|
Australia
|
Players Group Limited
|
Australia
|
Plum, PBC
|
Delaware
|
Plyfix Pty. Ltd.
|
Australia
|
Princeton Vanguard, LLC
|
Delaware
|
PT Arnott’s Indonesia
|
Indonesia
|
S-L Distribution Company, LLC
|
Delaware
|
S-L Snacks AZ, LLC
|
North Carolina
|
S-L Snacks BB SRL
|
Barbados
|
S-L Snacks EU, LLC
|
Delaware
|
S-L Snacks FL, LLC
|
North Carolina
|
S-L Snacks GA, LLC
|
North Carolina
|
S-L Snacks IN, LLC
|
North Carolina
|
S-L Snacks IN-PS, LLC
|
North Carolina
|
Name of Subsidiary and Name
Under Which It Does Business
|
Jurisdiction of Incorporation
|
S-L Snacks Logistics, LLC
|
North Carolina
|
S-L Snacks MA, LLC
|
North Carolina
|
S-L Snacks National, LLC
|
North Carolina
|
S-L Snacks NC, LLC
|
North Carolina
|
S-L Snacks OH, LLC
|
North Carolina
|
S-L Snacks OR, LLC
|
North Carolina
|
S-L Snacks PA, LLC
|
North Carolina
|
S-L Snacks WI, LLC
|
North Carolina
|
Snack Factory, LLC
|
New Jersey
|
Snyder's-Lance, Inc.
|
North Carolina
|
Wimbledon Acquisition LLC
|
Delaware
|
Yellow Chips BV
|
Netherlands
|
Yellow Chips Holdings BV
|
Netherlands
|
/s/ PricewaterhouseCoopers LLP
|
|
|
|
||
PricewaterhouseCoopers LLP
|
|
|
|
|
|
Philadelphia, Pennsylvania
|
|
|
|
|
|
|
|
|
|
|
|
September 26, 2019
|
|
By:
|
/s/ Mark A. Clouse
|
|
||
|
|
Name:
|
|
Mark A. Clouse
|
|
|
|
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/ Mark A. Clouse
|
|
||
|
|
Name:
|
|
Mark A. Clouse
|
|
|
|
Title:
|
|
President and Chief Executive Officer
|
|
|
|
|
|
|
|
|
By:
|
/s/ Anthony P. DiSilvestro
|
|
||
|
|
Name:
|
|
Anthony P. DiSilvestro
|
|
|
|
Title:
|
|
Senior Vice President and Chief Financial
|
|
|
|
|
|
Officer
|
|