UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
|
For the Quarterly Period Ended
November 2, 2008
|
|
Commission File Number
1-3822
|
|
|
|
New Jersey
State of Incorporation
|
|
21-0419870
I.R.S. Employer Identification No.
|
Campbell Place
Camden, New Jersey 08103-1799
Principal Executive Offices
Telephone Number: (856) 342-4800
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed
by Section 13 or
15(d)
of the Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.
Yes
þ
No
o
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting
company. See the definitions of large accelerated filer,
accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.
Large
accelerated
filer
þ
|
Accelerated
filer
o
|
Non-accelerated
filer
o
(Do
not check if a smaller reporting
company)
|
Smaller reporting
company
o
|
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2
of the Securities Exchange Act of 1934).
Yes
o
No
þ
There were 359,337,633 shares of Capital Stock outstanding as of December 4, 2008.
PART I.
ITEM 1. FINANCIAL INFORMATION
CAMPBELL SOUP COMPANY CONSOLIDATED
Statements of Earnings
(unaudited)
(millions, except per share amounts)
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
November 2,
|
|
October 28,
|
|
|
2008
|
|
2007
|
|
|
|
|
|
|
|
|
|
Net sales
|
|
$
|
2,250
|
|
|
$
|
2,185
|
|
|
|
|
|
|
|
|
|
|
|
Costs and expenses
|
|
|
|
|
|
|
|
|
Cost of products sold
|
|
|
1,379
|
|
|
|
1,293
|
|
Marketing and selling expenses
|
|
|
307
|
|
|
|
296
|
|
Administrative expenses
|
|
|
140
|
|
|
|
141
|
|
Research and development expenses
|
|
|
29
|
|
|
|
27
|
|
Other expenses / (income)
|
|
|
(4
|
)
|
|
|
|
|
|
Total costs and expenses
|
|
|
1,851
|
|
|
|
1,757
|
|
|
Earnings before interest and taxes
|
|
|
399
|
|
|
|
428
|
|
Interest, net
|
|
|
32
|
|
|
|
42
|
|
|
Earnings before taxes
|
|
|
367
|
|
|
|
386
|
|
Taxes on earnings
|
|
|
107
|
|
|
|
118
|
|
|
Earnings from continuing operations
|
|
|
260
|
|
|
|
268
|
|
Earnings from discontinued operations
|
|
|
|
|
|
|
2
|
|
|
Net earnings
|
|
$
|
260
|
|
|
$
|
270
|
|
|
|
|
|
|
|
|
|
|
|
Per share basic
|
|
|
|
|
|
|
|
|
Earnings from continuing operations
|
|
$
|
.73
|
|
|
$
|
.71
|
|
Earnings from discontinued operations
|
|
|
|
|
|
|
.01
|
|
|
Net earnings
|
|
$
|
.73
|
|
|
$
|
.71
|
|
|
|
|
|
|
|
|
|
|
|
Dividends
|
|
$
|
.25
|
|
|
$
|
.22
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares outstanding basic
|
|
|
357
|
|
|
|
379
|
|
|
|
|
|
|
|
|
|
|
|
Per share assuming dilution
|
|
|
|
|
|
|
|
|
Earnings from continuing operations
|
|
$
|
.71
|
|
|
$
|
.69
|
|
Earnings from discontinued operations
|
|
|
|
|
|
|
.01
|
|
|
Net earnings
|
|
$
|
.71
|
|
|
$
|
.70
|
|
|
|
|
|
|
|
|
|
|
|
Weighted
average shares outstanding
assuming dilution
|
|
|
365
|
|
|
|
388
|
|
|
See Notes to Consolidated Financial Statements.
The sum of the individual per share amounts does not equal net earnings per share due to rounding.
2
CAMPBELL SOUP COMPANY CONSOLIDATED
Balance Sheets
(unaudited)
(millions, except per share amounts)
|
|
|
|
|
|
|
|
|
|
|
November 2,
|
|
August 3,
|
|
|
2008
|
|
2008
|
|
|
|
|
|
|
|
|
|
Current assets
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
63
|
|
|
$
|
81
|
|
Accounts receivable
|
|
|
784
|
|
|
|
570
|
|
Inventories
|
|
|
896
|
|
|
|
829
|
|
Other current assets
|
|
|
173
|
|
|
|
172
|
|
Current assets held for sale
|
|
|
|
|
|
|
41
|
|
|
Total current assets
|
|
|
1,916
|
|
|
|
1,693
|
|
|
Plant assets, net of depreciation
|
|
|
1,776
|
|
|
|
1,939
|
|
Goodwill
|
|
|
1,669
|
|
|
|
1,998
|
|
Other intangible assets, net of amortization
|
|
|
548
|
|
|
|
605
|
|
Other assets
|
|
|
287
|
|
|
|
211
|
|
Non-current assets held for sale
|
|
|
|
|
|
|
28
|
|
|
Total assets
|
|
$
|
6,196
|
|
|
$
|
6,474
|
|
|
|
|
|
|
|
|
|
|
|
Current liabilities
|
|
|
|
|
|
|
|
|
Notes payable
|
|
$
|
1,121
|
|
|
$
|
982
|
|
Payable to suppliers and others
|
|
|
677
|
|
|
|
655
|
|
Accrued liabilities
|
|
|
511
|
|
|
|
655
|
|
Dividend payable
|
|
|
91
|
|
|
|
81
|
|
Accrued income taxes
|
|
|
39
|
|
|
|
9
|
|
Current liabilities held for sale
|
|
|
|
|
|
|
21
|
|
|
Total current liabilities
|
|
|
2,439
|
|
|
|
2,403
|
|
|
|
|
|
|
|
|
|
|
|
Long-term debt
|
|
|
1,635
|
|
|
|
1,633
|
|
Other liabilities, including deferred
income taxes of
$362
and $354
|
|
|
1,051
|
|
|
|
1,119
|
|
Non-current liabilities held for sale
|
|
|
|
|
|
|
1
|
|
|
Total liabilities
|
|
|
5,125
|
|
|
|
5,156
|
|
|
Shareowners equity
|
|
|
|
|
|
|
|
|
Preferred stock; authorized 40 shares;
none issued
|
|
|
|
|
|
|
|
|
Capital stock, $.0375 par value; authorized
560 shares; issued 542 shares
|
|
|
20
|
|
|
|
20
|
|
Additional paid-in capital
|
|
|
285
|
|
|
|
337
|
|
Earnings retained in the business
|
|
|
8,078
|
|
|
|
7,909
|
|
Capital stock in treasury, at cost
|
|
|
(6,804
|
)
|
|
|
(6,812
|
)
|
Accumulated other comprehensive loss
|
|
|
(508
|
)
|
|
|
(136
|
)
|
|
Total shareowners equity
|
|
|
1,071
|
|
|
|
1,318
|
|
|
Total liabilities and shareowners equity
|
|
$
|
6,196
|
|
|
$
|
6,474
|
|
|
See Notes to Consolidated Financial Statements.
3
CAMPBELL SOUP COMPANY CONSOLIDATED
Statements of Cash Flows
(unaudited)
(millions)
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
November 2,
|
|
October 28,
|
|
|
2008
|
|
2007
|
Cash flows from operating activities:
|
|
|
|
|
|
|
|
|
Net earnings
|
|
$
|
260
|
|
|
$
|
270
|
|
Adjustments to reconcile net earnings to operating cash flow
|
|
|
|
|
|
|
|
|
Stock-based compensation
|
|
|
25
|
|
|
|
18
|
|
Depreciation and amortization
|
|
|
66
|
|
|
|
68
|
|
Deferred income taxes
|
|
|
29
|
|
|
|
7
|
|
Other, net
|
|
|
13
|
|
|
|
17
|
|
Changes in working capital
|
|
|
|
|
|
|
|
|
Accounts receivable
|
|
|
(260
|
)
|
|
|
(259
|
)
|
Inventories
|
|
|
(118
|
)
|
|
|
(124
|
)
|
Prepaid assets
|
|
|
11
|
|
|
|
(14
|
)
|
Accounts payable and accrued liabilities
|
|
|
(3
|
)
|
|
|
134
|
|
Pension fund contributions
|
|
|
(1
|
)
|
|
|
(36
|
)
|
Payments for hedging activities
|
|
|
(31
|
)
|
|
|
(3
|
)
|
Other
|
|
|
(6
|
)
|
|
|
(4
|
)
|
|
Net cash provided by (used in) operating activities
|
|
|
(15
|
)
|
|
|
74
|
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
Purchases of plant assets
|
|
|
(35
|
)
|
|
|
(40
|
)
|
Sale of business, net of cash divested (Note b)
|
|
|
32
|
|
|
|
|
|
Other, net
|
|
|
|
|
|
|
(1
|
)
|
|
Net cash used in investing activities
|
|
|
(3
|
)
|
|
|
(41
|
)
|
|
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
Net short-term borrowings
|
|
|
436
|
|
|
|
141
|
|
Long-term repayments
|
|
|
|
|
|
|
(28
|
)
|
Repayments of notes payable
|
|
|
(300
|
)
|
|
|
|
|
Dividends paid
|
|
|
(80
|
)
|
|
|
(77
|
)
|
Treasury stock purchases
|
|
|
(114
|
)
|
|
|
(78
|
)
|
Treasury stock issuances
|
|
|
62
|
|
|
|
8
|
|
Excess tax benefits on stock-based compensation
|
|
|
15
|
|
|
|
2
|
|
|
Net cash provided by (used in) financing activities
|
|
|
19
|
|
|
|
(32
|
)
|
|
Effect of exchange rate changes on cash
|
|
|
(19
|
)
|
|
|
5
|
|
|
Net change in cash and cash equivalents
|
|
|
(18
|
)
|
|
|
6
|
|
Cash and cash equivalents beginning of period
|
|
|
81
|
|
|
|
71
|
|
|
Cash and cash equivalents end of period
|
|
$
|
63
|
|
|
$
|
77
|
|
|
See Notes to Consolidated Financial Statements.
4
CAMPBELL SOUP COMPANY CONSOLIDATED
Statements of Shareowners Equity
(unaudited)
(millions, except per share amounts)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings
|
|
Accumulated
|
|
|
|
|
Capital Stock
|
|
Additional
|
|
Retained
|
|
Other
|
|
Total
|
|
|
Issued
|
|
In Treasury
|
|
Paid-in
|
|
in the
|
|
Comprehensive
|
|
Shareowners
|
|
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
Capital
|
|
Business
|
|
Income (Loss)
|
|
Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at July 29, 2007
|
|
|
542
|
|
|
$
|
20
|
|
|
|
(163
|
)
|
|
$
|
(6,015
|
)
|
|
$
|
331
|
|
|
$
|
7,082
|
|
|
$
|
(123
|
)
|
|
$
|
1,295
|
|
|
Comprehensive income (loss)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net earnings
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
270
|
|
|
|
|
|
|
|
270
|
|
Foreign currency
translation adjustments, net of tax
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
94
|
|
|
|
94
|
|
Cash-flow hedges, net of tax
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1
|
)
|
|
|
(1
|
)
|
Pension and postretirement benefits,
net of tax
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2
|
)
|
|
|
(2
|
)
|
|
Other comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
91
|
|
|
|
91
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
361
|
|
|
Impact of adoption
of FIN 48 (Note j)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(6
|
)
|
|
|
|
|
|
|
(6
|
)
|
Dividends ($.22 per share)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(85
|
)
|
|
|
|
|
|
|
(85
|
)
|
Treasury stock purchased
|
|
|
|
|
|
|
|
|
|
|
(2
|
)
|
|
|
(78
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(78
|
)
|
Treasury stock issued under
management incentive and
stock option plans
|
|
|
|
|
|
|
|
|
|
|
1
|
|
|
|
27
|
|
|
|
(9
|
)
|
|
|
|
|
|
|
|
|
|
|
18
|
|
|
Balance at October 28, 2007
|
|
|
542
|
|
|
$
|
20
|
|
|
|
(164
|
)
|
|
$
|
(6,066
|
)
|
|
$
|
322
|
|
|
$
|
7,261
|
|
|
$
|
(32
|
)
|
|
$
|
1,505
|
|
|
Balance at August 3, 2008
|
|
|
542
|
|
|
$
|
20
|
|
|
|
(186
|
)
|
|
$
|
(6,812
|
)
|
|
$
|
337
|
|
|
$
|
7,909
|
|
|
$
|
(136
|
)
|
|
$
|
1,318
|
|
|
Comprehensive income (loss)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net earnings
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
260
|
|
|
|
|
|
|
|
260
|
|
Foreign currency
translation adjustments, net of tax
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(371
|
)
|
|
|
(371
|
)
|
Cash-flow hedges, net of tax
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(19
|
)
|
|
|
(19
|
)
|
Pension and postretirement benefits,
net of tax
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
18
|
|
|
|
18
|
|
|
Other comprehensive loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(372
|
)
|
|
|
(372
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(112
|
)
|
|
Dividends ($.25 per share)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(91
|
)
|
|
|
|
|
|
|
(91
|
)
|
Treasury stock purchased
|
|
|
|
|
|
|
|
|
|
|
(3
|
)
|
|
|
(114
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(114
|
)
|
Treasury stock issued under
management incentive and
stock option plans
|
|
|
|
|
|
|
|
|
|
|
4
|
|
|
|
122
|
|
|
|
(52
|
)
|
|
|
|
|
|
|
|
|
|
|
70
|
|
|
Balance at November 2, 2008
|
|
|
542
|
|
|
$
|
20
|
|
|
|
(185
|
)
|
|
$
|
(6,804
|
)
|
|
$
|
285
|
|
|
$
|
8,078
|
|
|
$
|
(508
|
)
|
|
$
|
1,071
|
|
|
See Notes to Consolidated Financial
Statements.
5
CAMPBELL SOUP COMPANY CONSOLIDATED
Notes to Consolidated Financial Statements
(unaudited)
(dollars in millions, except per share amounts)
(a)
|
|
Basis of Presentation / Accounting Policies
|
|
|
|
The financial statements reflect all adjustments which are, in the opinion of management,
necessary for a fair presentation of the results of operations, financial position, and cash
flows for the indicated periods. All such adjustments are of a normal recurring nature.
The accounting policies used in preparing these financial statements are consistent with
those applied in the Annual Report on Form 10-K for the year ended August 3, 2008, except
for the adoption of Statement of Financial Accounting Standards (SFAS) No. 157 Fair Value
Measurements and SFAS No. 159 The Fair Value Option for Financial Assets and Liabilities
Including an amendment of FASB Statement No. 115. See Notes (c) and (n) for additional
information. The results for the period are not necessarily indicative of the results to be
expected for other interim periods or the full year. There were 53 weeks in 2008. There
will be 52 weeks in 2009.
|
|
(b)
|
|
Divestitures
|
|
|
|
Discontinued Operations
|
|
|
|
On March 18, 2008, the company completed the sale of its Godiva Chocolatier business for
$850. The purchase price was subject to certain post-closing adjustments, which resulted in
an additional $20 of proceeds. The company has reflected the results of this business as
discontinued operations in the 2008 consolidated statements of earnings. The company used
approximately $600 of the net proceeds to purchase company stock.
|
|
|
|
Results of discontinued operations were as follows:
|
|
|
|
|
|
|
|
October 28,
|
|
|
2007
|
|
|
Net sales
|
|
$
|
114
|
|
|
|
Earnings from operations before taxes
|
|
$
|
3
|
|
|
Taxes on earnings operations
|
|
|
(1
|
)
|
|
|
Earnings from discontinued operations
|
|
$
|
2
|
|
|
|
|
Other Divestitures
|
|
|
|
In the third quarter of 2008, the company entered into an agreement to sell certain
Australian salty snack food brands and assets. The transaction, which was completed on May
12, 2008, included the following salty snack brands:
Cheezels
,
Thins
,
Tasty Jacks
,
French
Fries
, and
Kettle Chips
, certain other assets and the assumption of liabilities. Proceeds
of the sale were nominal. The business had annual net sales of approximately $150. In
connection with this transaction, the company recognized a pre-tax loss of $120 ($64 after
tax or $.17 per share) in 2008. See also Note (l). The terms of the agreement require the
company to provide a loan facility to the buyer of
AUD $10, or approximately USD $7. The facility can be drawn down in AUD $5 increments, six
|
6
|
|
months and nine months after the closing date. In November 2008, the buyer borrowed AUD $5
under the facility. Borrowings under the facility are to be repaid five years after the
closing date. The company will also provide transition services for approximately one year.
|
|
|
|
In July 2008, the company entered into an agreement to sell its sauce and mayonnaise
business comprised of products sold under the
Lesieur
brand in France. The sale was
completed on September 29, 2008 and resulted in approximately $36 of proceeds. The purchase
price is subject to working capital and other post-closing adjustments. The business had
annual net sales of approximately $70.
|
|
(c)
|
|
Recent Accounting Pronouncements
|
|
|
|
In September 2006, the Financial Accounting Standards Board (FASB) issued SFAS No. 157 Fair
Value Measurements, which provides guidance for using fair value to measure assets and
liabilities. SFAS No. 157 establishes a definition of fair value, provides a framework for
measuring fair value and expands the disclosure requirements about fair value measurements.
This standard does not require any new fair value measurements but rather applies to all
other accounting pronouncements that require or permit fair value measurements. In February
2008, FASB Staff Position (FSP) No. FAS 157-2 was issued, which delayed by a year the
effective date for certain nonfinancial assets and liabilities. The company adopted SFAS
No. 157 for financial assets and liabilities in the first quarter of fiscal 2009. The
adoption did not have a material impact on the consolidated financial statements. See Note
(n) for additional information. The company is currently evaluating the impact of SFAS No.
157 as it relates to nonfinancial assets and liabilities.
|
|
|
|
In February 2007, the FASB issued SFAS No. 159 The Fair Value Option for Financial Assets
and Liabilities Including an amendment of FASB Statement No. 115. SFAS No. 159 allows
companies to choose, at specific election dates, to measure eligible financial assets and
liabilities at fair value that are not otherwise required to be measured at fair value. If
a company elects the fair value option for an eligible item, changes in that items fair
value in subsequent reporting periods must be recognized in current earnings. The company
adopted SFAS No. 159 at the beginning of fiscal 2009. The adoption did not have an impact
on the consolidated financial statements.
|
|
|
|
In December 2007, the FASB issued SFAS No. 141 (revised 2007) Business Combinations, which
establishes the principles and requirements for how an acquirer recognizes the assets
acquired, the liabilities assumed, and any noncontrolling interest in the acquiree at the
acquisition date. This Statement applies to business combinations for which the acquisition
date is after the beginning of the first annual reporting period beginning after December
15, 2008. Earlier adoption is not permitted. The company is currently evaluating the
impact of SFAS No. 141 as revised.
|
|
|
|
In December 2007, the FASB issued SFAS No. 160 Noncontrolling Interests in Consolidated
Financial Statements an Amendment of ARB No. 51. SFAS No. 160 establishes accounting and
reporting standards for the noncontrolling interest in a subsidiary and for the
deconsolidation of a subsidiary. It clarifies that a noncontrolling interest in a
subsidiary is an ownership interest in the consolidated entity that should be recorded as
equity in the consolidated financial statements. This Statement also requires that
consolidated net income shall be adjusted to include the net income attributed to the
noncontrolling interest. Disclosure on the face of the income statement of the
amounts of consolidated net income attributable to the parent and to the noncontrolling
interest is
|
7
|
|
required. SFAS No. 160 is effective for fiscal years beginning after December
15, 2008. Earlier adoption is not permitted. The company is currently evaluating the
impact of SFAS No. 160.
|
|
|
|
In March 2008, the FASB issued SFAS No. 161 Disclosures about Derivative Instruments and
Hedging Activities an amendment of FASB Statement No. 133, which enhances the disclosure
requirements for derivative instruments and hedging activities. Entities are required to
provide enhanced disclosures about (a) the location and amounts of derivative instruments in
an entitys financial statements, (b) how derivative instruments and related hedged items
are accounted for under Statement 133 and its related interpretations, and (c) how
derivative instruments and related hedged items affect an entitys financial position,
financial performance, and cash flows. The guidance in SFAS No. 161 is effective for
financial statements issued for fiscal years and interim periods beginning after November
15, 2008, with early application encouraged. This Statement encourages, but does not
require, comparative disclosures for earlier periods at initial adoption. The company is
currently evaluating the impact of SFAS No. 161.
|
|
|
|
In May 2008, the FASB issued SFAS No. 162 The Hierarchy of Generally Accepted Accounting
Principles. SFAS No. 162 identifies the sources of accounting principles and the framework
for selecting the principles to be used in the preparation of financial statements of
nongovernmental entities that are presented in conformity with generally accepted accounting
principles (GAAP) in the United States (the GAAP hierarchy). This Statement is effective 60
days following the SECs approval of the Public Company Accounting Oversight Board
amendments to AU Section 411,
The Meaning of
Present Fairly in Conformity With Generally
Accepted Accounting Principles. The company is currently evaluating the impact of SFAS No.
162.
|
|
|
|
In June 2008, the FASB issued FSP Emerging Issues Task Force (EITF) 03-6-1 Determining
Whether Instruments Granted in Share-Based Payment Transactions Are Participating
Securities. FSP EITF 03-6-1 provides that unvested share-based payment awards that contain
non-forfeitable rights to dividends or dividend equivalents (whether paid or unpaid) are
participating securities and shall be included in the computation of earnings per share
pursuant to the two-class method. FSP EITF 03-6-1 is effective for fiscal years beginning
after December 15, 2008, and interim periods within those years. Upon adoption, a company
is required to retrospectively adjust its earnings per share data (including any amounts
related to interim periods, summaries of earnings and selected financial data) to conform
with the provisions of FSP EITF 03-6-1. The company is currently evaluating the impact of
FSP EITF 03-6-1.
|
|
(d)
|
|
Stock-based Compensation
|
|
|
|
The company provides compensation benefits by issuing unrestricted stock, restricted stock
and restricted stock units (including EPS performance restricted stock/units and total
shareowner return (TSR) performance restricted stock/units). In previous fiscal years, the
company also issued stock options and stock appreciation rights to provide compensation
benefits.
|
|
|
|
Total pre-tax stock-based compensation recognized in the Statements of Earnings was $25 and
$18 for the first quarter ended November 2, 2008 and October 28, 2007, respectively. Tax
related benefits of $9 and $7 were also recognized for the first quarter of 2009 and 2008,
respectively. Stock-based compensation associated with discontinued operations in 2008 was
not material. Cash received from the exercise of stock options was $62 and $8 for the first
quarter of 2009 and
2008, respectively, and is reflected in cash flows from financing activities in the
Consolidated Statements of Cash Flows.
|
8
|
|
The following table summarizes stock option activity as of November 2, 2008:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-Average
|
|
|
Aggregate
|
|
|
|
|
|
|
|
Weighted-Average
|
|
|
Remaining
|
|
|
Intrinsic
|
|
(options in thousands)
|
|
Options
|
|
|
Exercise Price
|
|
|
Contractual Life
|
|
|
Value
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at August 3, 2008
|
|
|
20,705
|
|
|
$
|
27.42
|
|
|
|
|
|
|
|
|
|
Granted
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercised
|
|
|
(2,308
|
)
|
|
$
|
26.97
|
|
|
|
|
|
|
|
|
|
Terminated
|
|
|
(23
|
)
|
|
$
|
49.36
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at November 2,
2008
|
|
|
18,374
|
|
|
$
|
27.45
|
|
|
|
4.0
|
|
|
$
|
195
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercisable at November 2,
2008
|
|
|
18,310
|
|
|
$
|
27.44
|
|
|
|
4.0
|
|
|
$
|
195
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The total intrinsic value of options exercised during the three-month periods ended November
2, 2008 and October 28, 2007 was $27 and $3, respectively. As of November 2, 2008, total
remaining unearned compensation related to unvested stock options was not material. The
company measures the fair value of stock options using the Black-Scholes option pricing
model.
|
|
|
|
The following table summarizes time-lapse restricted stock/units and EPS performance
restricted stock/units as of November 2, 2008:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-Average
|
|
|
|
|
|
|
|
Grant-Date
|
|
(restricted stock/units in thousands)
|
|
Shares/Units
|
|
|
Fair Value
|
|
|
|
|
|
|
|
|
|
|
Nonvested at August 3, 2008
|
|
|
2,331
|
|
|
$
|
34.30
|
|
Granted
|
|
|
1,123
|
|
|
$
|
40.06
|
|
Vested
|
|
|
(942
|
)
|
|
$
|
34.07
|
|
Forfeited
|
|
|
(42
|
)
|
|
$
|
36.19
|
|
|
|
|
|
|
|
|
Nonvested at November 2, 2008
|
|
|
2,470
|
|
|
$
|
36.97
|
|
|
|
|
|
|
|
|
|
|
The fair value of time-lapse restricted stock/units and EPS performance restricted
stock/units is determined based on the number of shares granted and the quoted price of the
companys stock at the date of grant. Time-lapse restricted stock/units granted in fiscal
2005 are expensed on a graded-vesting basis. Time-lapse restricted stock/units granted in
fiscal 2006 to fiscal 2009 are
expensed on a straight-line basis over the vesting period, except for awards issued to
retirement-eligible participants, which are expensed on an accelerated basis. EPS
restricted stock/units are expensed on a graded-vesting basis, except for awards issued to
retirement-eligible participants, which are expensed on an accelerated basis.
|
|
|
|
As of November 2, 2008, total remaining unearned compensation related to nonvested
time-lapse restricted stock/units and EPS performance restricted stock/units was $69, which
will be amortized over the weighted-average remaining service period of 2.0 years. The fair
value of restricted stock/units vested during the three-month periods ended November 2, 2008
and October 28, 2007 was $36 and $31, respectively. The weighted-average grant-date fair
value of the restricted stock/units granted during the three-month period ended October 28,
2007 was $36.91.
|
9
|
|
The following table summarizes TSR performance restricted stock/units as of November 2,
2008:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-Average
|
|
|
|
|
|
|
|
Grant-Date
|
|
(restricted stock/units in thousands)
|
|
Shares/Units
|
|
|
Fair Value
|
|
|
|
|
|
|
|
|
|
|
Nonvested at August 3, 2008
|
|
|
3,549
|
|
|
$
|
30.09
|
|
Granted
|
|
|
1,158
|
|
|
$
|
47.20
|
|
Vested
|
|
|
(1,177
|
)
|
|
$
|
28.98
|
|
Forfeited
|
|
|
(51
|
)
|
|
$
|
32.44
|
|
|
|
|
|
|
|
|
Nonvested at November 2, 2008
|
|
|
3,479
|
|
|
$
|
36.13
|
|
|
|
|
|
|
|
|
|
|
The fair value of TSR performance restricted stock/units is estimated at the grant date
using a Monte Carlo simulation. Expense is recognized on a straight-line basis over the
service period. As of November 2, 2008, total remaining unearned compensation related to
TSR performance restricted stock/units was $83, which will be amortized over the
weighted-average remaining service period of 2.4 years. During the three-month period ended
November 2, 2008, recipients of TSR performance restricted stock/units earned 125% of their
initial grants based upon the companys total shareowner return ranking in a performance
peer group during a three-year period ended July 31, 2008. As a result, approximately
280,000 additional shares were awarded. The total fair value of TSR performance restricted
stock/units vested during the three-month period ended November 2, 2008 was $57. The
grant-date fair value of TSR performance restricted stock/units granted during the
three-month period ended October 28, 2007 was $34.64.
|
|
(e)
|
|
Goodwill and Intangible Assets
|
|
|
|
The following table sets forth balance sheet information for intangible assets, excluding
goodwill, subject to amortization and intangible assets not subject to amortization:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
November 2, 2008
|
|
|
August 3, 2008
|
|
|
|
Carrying
|
|
|
Accumulated
|
|
|
Carrying
|
|
|
Accumulated
|
|
|
|
Amount
|
|
|
Amortization
|
|
|
Amount
|
|
|
Amortization
|
|
|
Intangible assets subject to amortization
1
:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other
|
|
$
|
11
|
|
|
$
|
(6
|
)
|
|
$
|
12
|
|
|
$
|
(7
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Intangible assets not subject to amortization:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trademarks
|
|
$
|
543
|
|
|
|
|
|
|
$
|
600
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
Amortization related to these assets was less than $1 for the three-month
periods ended November 2, 2008 and October 28, 2007. The estimated aggregated
amortization expense for each of the five succeeding fiscal years is less than $1 per
year. Asset useful lives range from ten to twenty years.
|
10
|
|
Changes in the carrying amount for goodwill for the period ended November 2, 2008 are as
follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Soup,
|
|
|
|
|
|
|
International
|
|
|
North
|
|
|
|
|
|
|
Sauces and
|
|
|
Baking and
|
|
|
Soup, Sauces
|
|
|
America
|
|
|
|
|
|
|
Beverages
|
|
|
Snacking
|
|
|
and Beverages
|
|
|
Foodservice
|
|
|
Total
|
|
|
Balance at August 3, 2008
|
|
$
|
434
|
|
|
$
|
744
|
|
|
$
|
674
|
|
|
$
|
146
|
|
|
$
|
1,998
|
|
|
Foreign currency
translation adjustment
|
|
|
|
|
|
|
(208
|
)
|
|
|
(121
|
)
|
|
|
|
|
|
|
(329
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at November 2,
2008
|
|
$
|
434
|
|
|
$
|
536
|
|
|
$
|
553
|
|
|
$
|
146
|
|
|
$
|
1,669
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(f)
|
|
Comprehensive Income
|
|
|
|
Total comprehensive income comprises net earnings, net foreign currency translation
adjustments, adjustments to net unrealized gains (losses) on cash-flow hedges and
adjustments to net unamortized pension and postretirement benefits.
|
|
|
|
Total comprehensive loss for the three-month period ended November 2, 2008 was $112 and
total comprehensive income for the three-month period ended October 28, 2007 was $361.
|
|
|
|
The components of Accumulated other comprehensive loss consisted of the following:
|
|
|
|
|
|
|
|
|
|
|
|
November 2,
|
|
|
August 3,
|
|
|
|
2008
|
|
|
2008
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation adjustments,
net of tax
1
|
|
$
|
(130
|
)
|
|
$
|
241
|
|
Cash-flow hedges, net of tax
2
|
|
|
(14
|
)
|
|
|
5
|
|
Unamortized pension and postretirement
benefits,
net of tax:
3
|
|
|
|
|
|
|
|
|
Net actuarial loss
|
|
|
(359
|
)
|
|
|
(376
|
)
|
Prior service cost
|
|
|
(5
|
)
|
|
|
(6
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Accumulated other comprehensive loss
|
|
$
|
(508
|
)
|
|
$
|
(136
|
)
|
|
|
|
|
|
|
|
|
|
|
1
|
|
Includes a tax expense of $2 as of November 2, 2008 and $10 as of August 3,
2008.
|
|
2
|
|
Includes a tax benefit of $9 as of November 2, 2008 and a tax expense of $3 as of
August 3, 2008.
|
|
3
|
|
Includes a tax benefit of $198 as of November 2, 2008 and $205 as of August 3,
2008.
|
11
(g)
|
|
Earnings Per Share
|
|
|
|
For the periods presented in the Statements of Earnings, the calculations of basic EPS and
EPS assuming dilution vary in that the weighted average shares outstanding assuming dilution
include the incremental effect of stock options and restricted stock programs, except when
such effect would be antidilutive. Stock options to purchase approximately 1 million shares
of capital stock for the three-month periods ended November 2, 2008 and October 28, 2007,
were not included in the calculation of diluted earnings per share because the exercise
price of the stock options exceeded the average market price of the capital stock and
therefore, the effect would be antidilutive.
|
|
(h)
|
|
Segment Information
|
|
|
|
Campbell Soup Company, together with its consolidated subsidiaries, is a global manufacturer
and marketer of high-quality, branded convenience food products. The company manages and
reports the results of operations in the following segments: U.S. Soup, Sauces and
Beverages, Baking and Snacking, International Soup, Sauces and Beverages, and North America
Foodservice.
|
|
|
|
The U.S. Soup, Sauces and Beverages segment includes the following retail businesses:
Campbells
condensed and ready-to-serve soups;
Swanson
broth, stocks and canned poultry;
Prego
pasta sauce;
Pace
Mexican sauce;
Campbells
canned pasta, gravies, and beans;
V8
juice
and juice drinks;
Campbells
tomato juice; and
Wolfgang Puck
soups, stocks, and broths.
|
|
|
|
The Baking and Snacking segment includes the following businesses:
Pepperidge Farm
cookies,
crackers, bakery and frozen products in U.S. retail;
Arnotts
biscuits in Australia and Asia
Pacific; and
Arnotts
salty snacks in Australia.
|
|
|
|
The International Soup, Sauces and Beverages segment includes the soup, sauce and beverage
businesses outside of the United States, including Europe, Latin America, the Asia Pacific
region, as well as the emerging markets of Russia and China, and the retail business in
Canada.
|
|
|
|
The North America Foodservice segment represents the distribution of products such as soup,
specialty entrees, beverage products, other prepared foods and Pepperidge Farm products
through various food service channels in the United States and Canada.
|
|
|
|
Accounting policies for measuring segment assets and earnings before interest and taxes are
substantially consistent with those described in the companys 2008 Annual Report on Form
10-K. The company evaluates segment performance before interest and taxes. Beginning in
fiscal 2009, unrealized gains and losses on commodity hedging activities are excluded from
segment operating earnings and are recorded in Corporate expenses as these open positions
represent hedges of future
purchases. Upon closing of the contracts, the realized gain or loss is transferred to
segment operating earnings, which allows the segments to reflect the economic effects of the
hedge without exposure to quarterly volatility of unrealized gains and losses. In prior
periods, unrealized gains and losses on commodity hedging activities were not material.
North America Foodservice products are principally produced by the tangible assets of the
companys other segments, except for refrigerated soups, which are produced in a separate
facility, and certain other products, which are produced under contract manufacturing
agreements. Accordingly, with the exception of a refrigerated soup facility, plant assets
are not allocated to the North America Foodservice operations. Depreciation, however, is
allocated to North America Foodservice based on production hours.
|
12
November 2, 2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings Before
|
Three Months Ended
|
|
Net Sales
|
|
Interest and Taxes
2
|
|
|
|
|
|
|
|
|
|
U.S. Soup, Sauces and
Beverages
|
|
$
|
1,198
|
|
|
$
|
314
|
|
|
Baking and Snacking
|
|
|
509
|
|
|
|
83
|
|
|
International Soup,
Sauces
and Beverages
|
|
|
380
|
|
|
|
38
|
|
|
North America
Foodservice
|
|
|
163
|
|
|
|
11
|
|
|
Corporate
1
|
|
|
|
|
|
|
(47
|
)
|
|
|
|
|
Total
|
|
$
|
2,250
|
|
|
$
|
399
|
|
|
|
|
|
October 28, 2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings Before
|
Three Months Ended
|
|
Net Sales
|
|
Interest and Taxes
|
|
|
|
|
|
|
|
|
|
U.S. Soup, Sauces and
Beverages
|
|
$
|
1,097
|
|
|
$
|
309
|
|
|
Baking and Snacking
|
|
|
532
|
|
|
|
72
|
|
|
International Soup,
Sauces
and Beverages
|
|
|
390
|
|
|
|
51
|
|
|
North America
Foodservice
|
|
|
166
|
|
|
|
24
|
|
|
Corporate
1
|
|
|
|
|
|
|
(28
|
)
|
|
|
|
|
Total
|
|
$
|
2,185
|
|
|
$
|
428
|
|
|
|
|
|
|
|
1
|
|
Represents unallocated corporate expenses.
|
|
2
|
|
Earnings before interest and taxes by segment include the effect of
restructuring related costs of $7 in North America Foodservice and an unrealized loss on
commodity hedges of $26 in Corporate. See Note (l) for additional information on
restructuring charges.
|
13
|
|
|
|
|
|
|
|
|
|
|
November 2, 2008
|
|
|
August 3, 2008
|
|
|
|
|
|
|
|
|
|
|
Raw materials, containers and supplies
|
|
$
|
350
|
|
|
$
|
338
|
|
Finished products
|
|
|
546
|
|
|
|
491
|
|
|
|
|
|
|
|
|
|
|
$
|
896
|
|
|
$
|
829
|
|
|
|
|
|
|
|
|
(j)
|
|
Taxes on Earnings
|
|
|
|
The company adopted the provisions of the FASB Interpretation No. 48 (FIN 48) Accounting
for Uncertainty in Income Taxes an interpretation of FASB Statement No. 109 as of July
30, 2007 (the beginning of fiscal 2008). Upon adoption, the company recognized a
cumulative-effect adjustment of $6 as an increase in the liability for unrecognized tax
benefits, including interest and penalties, and a reduction in retained earnings.
|
|
|
|
During the three-month period ended November 2, 2008, the balance of unrecognized tax
benefits, including interest and penalties, and tax expense were reduced by $12 following
the finalization of U.S. federal and state tax audits. Fiscal 2007 and thereafter remain
open to U.S. federal audits.
|
|
(k)
|
|
Accounting for Derivative Instruments
|
|
|
|
The company utilizes certain derivative financial instruments to enhance its ability to
manage risk including interest rate, foreign currency, commodity and certain equity-linked
deferred compensation exposures that exist as part of ongoing business operations.
|
|
|
|
Interest Rate Swaps
|
|
|
|
The notional amount of outstanding fair-value interest rate swaps at November 2, 2008
totaled $500 with a maximum maturity date of October 2013. The fair value of such
instruments was a gain of $18 as of November 2, 2008.
|
|
|
|
In June 2008, the company entered into two forward starting interest rate swap contracts
with a combined notional value of $200 to hedge an anticipated debt offering in fiscal 2009
at the expected time. These swaps were settled as of November 2, 2008, at a loss of $13.
Upon issuance of the debt, the loss will be amortized over the life of the debt as
additional interest expense.
|
|
|
|
Foreign Currency Contracts
|
|
|
|
The fair value of foreign exchange forward and cross-currency swap contracts accounted for
as cash-flow hedges was a gain of $6 at November 2, 2008. The notional amount was $331 at
November 2, 2008.
|
|
|
|
The company also enters into certain foreign exchange forward and variable-to-variable
cross-currency swap contracts that are not designated as accounting hedges. These
instruments are primarily intended to reduce volatility of certain intercompany financing
transactions. The fair value of these instruments was a gain of $78 at November 2, 2008.
The notional amount was $597 at November 2, 2008.
|
|
|
|
Foreign exchange forward contracts typically have maturities of less than eighteen months.
Cross-currency swap contracts mature in 2009 through August 2013. Principal currencies
include the
|
14
|
|
Australian dollar, British pound, Canadian dollar, euro, Japanese yen, New
Zealand dollar and Swedish krona.
|
|
|
Commodities
|
|
|
|
The company enters into certain commodity futures contracts to reduce volatility of price
fluctuations for commodities such as soybean oil, wheat, soybean meal, corn, cocoa and
natural gas. Commodity futures contracts are typically accounted for as cash-flow hedges or
are not designated as accounting hedges. The notional amount of commodity futures contracts
was $146 at November 2, 2008 and the fair value was a loss of $41. The company recorded a
loss of $26 in the Statements of Earnings related to the fair value of open contracts for
the three-month period ended November 2, 2008.
|
|
|
|
As of November 2, 2008, the accumulated derivative net loss in other comprehensive loss for
cash-flow hedges, including the foreign exchange forward and cross-currency contracts,
commodity futures contracts, forward starting swap contracts, and treasury lock agreements
was $14, net of tax. As of August 3, 2008, the accumulated derivative net gain in other
comprehensive income was $5, net of tax. Reclassifications from Accumulated other
comprehensive income (loss) into the Statements of Earnings during the quarter ended
November 2, 2008 were not
material. Reclassifications during the remainder of 2009 are not expected to be material.
At November 2, 2008, the maximum maturity date of any cash-flow hedge was August 2013.
|
|
(l)
|
|
Restructuring Charges
|
|
|
|
On April 28, 2008, the company announced a series of initiatives to improve operational
efficiency and long-term profitability, including selling certain salty snack food brands
and assets in Australia, closing certain production facilities in Australia and Canada, and
streamlining the companys management structure. As a result of these initiatives, in 2008,
the company recorded a restructuring charge of $175 ($102 after tax or $.27 per share). The
charge consisted of a net loss of $120 ($64 after tax) on the sale of certain Australian
salty snack food brands and assets, $45 ($31 after tax) of employee severance and benefit
costs, including the estimated impact of curtailment and other pension charges, and $10 ($7
after tax) of property, plant and equipment impairment charges. In addition, approximately
$7 ($5 after tax or $.01 per share) of costs related to these initiatives were recorded in
Cost of products sold, primarily representing accelerated depreciation on property, plant
and equipment. The aggregate after-tax impact of restructuring charges and related costs in
2008 was $107, or $.28 per share. In the first quarter of 2009, the company recorded
approximately $7 ($5 after tax or $.01 per share) of costs related to these initiatives in
Cost of products sold. Approximately $6 of the costs represented accelerated depreciation
on property, plant and equipment and approximately $1 related to other exit costs. The
company expects to incur additional pre-tax costs of approximately $41, consisting of the
following: approximately $17 in employee severance and benefit costs, including the
estimated impact of curtailment and other pension charges; approximately $15 in accelerated
depreciation of property, plant and equipment; and approximately $9 in other exit costs. Of
the aggregate $230 of pre-tax costs for the total program, the company expects approximately
$65 will be cash expenditures, the majority of which will be spent in 2009.
|
15
|
|
A summary of the pre-tax costs is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Recognized
|
|
|
Remaining
|
|
|
|
Total
|
|
|
as of
|
|
|
Costs to be
|
|
|
|
Program
|
|
|
November 2, 2008
|
|
|
Recognized
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Severance pay and benefits
|
|
$
|
62
|
|
|
$
|
45
|
|
|
$
|
17
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Asset impairment/accelerated
depreciation
|
|
|
158
|
|
|
|
143
|
|
|
|
15
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other exit costs
|
|
|
10
|
|
|
|
1
|
|
|
|
9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
230
|
|
|
$
|
189
|
|
|
$
|
41
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Details of the components of the program are as follows:
|
|
|
|
In the third quarter of 2008, as part of the previously discussed initiatives, the company
entered into an agreement to sell certain Australian salty snack food brands and assets.
The transaction was completed on May 12, 2008. Proceeds of the sale were nominal. See also
Note (b).
|
|
|
|
In April 2008, as part of the previously discussed initiatives, the company announced plans
to close the Listowel, Ontario, Canada food plant. The Listowel facility produces primarily
frozen products, including soup, entrees, and Pepperidge Farm products, as well as ramen
noodles. The facility employed approximately 500 people. The company plans to operate the
facility through April 2009 and transition production to its network of North American
contract manufacturers and to its Downingtown, Pennsylvania plant. As a result, the company
recorded $20 ($14 after tax) of employee severance and benefit costs, including the
estimated impact of curtailment and other pension charges, and $7 ($5 after tax) in
accelerated depreciation of property, plant and equipment in 2008. In the first quarter of
2009, the company recorded $6 ($4 after tax) in accelerated depreciation of property, plant
and equipment and $1 of other exit costs. The company expects to incur approximately $15 in
additional employee severance and benefit costs, approximately $13 in accelerated
depreciation of property, plant and equipment, and approximately $5 in other exit costs.
|
|
|
|
In April 2008, as part of the previously discussed initiatives, the company also announced
plans to discontinue the private label biscuit and industrial chocolate production at its
Miranda, Australia facility. The company plans to close the Miranda facility, which
employed approximately 150 people, by the second quarter of 2009. In connection with this
action, the company recorded $10 ($7 after tax) of property, plant and equipment impairment
charges and $8 ($6 after tax) in employee severance and benefit costs in 2008. The company
expects to incur an additional $2 in accelerated depreciation of property, plant, and
equipment, and approximately $4 in other exit costs.
|
|
|
|
As part of the previously discussed initiatives, the company also plans to streamline its
management structure and eliminate certain overhead costs. These actions began in the
fourth quarter of 2008 and will be substantially completed in 2009. In connection with this
action, the company recorded $17 ($11 after tax) in employee severance and benefit costs in
2008. The company expects to incur approximately $2 of additional employee severance and
benefit costs.
|
16
|
|
A summary of restructuring activity and related reserves at November 2, 2008 is as
follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign
|
|
|
|
|
|
|
Accrued
|
|
|
|
|
|
|
|
|
|
|
Currency
|
|
|
Accrued
|
|
|
|
Balance at
|
|
|
2009
|
|
|
Cash
|
|
|
Translation
|
|
|
Balance at
|
|
|
|
August 3, 2008
|
|
|
Charge
|
|
|
Payments
|
|
|
Adjustment
|
|
|
November 2, 2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Severance pay and benefits
|
|
$
|
37
|
|
|
|
|
|
|
|
(4
|
)
|
|
|
(8
|
)
|
|
$
|
25
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Asset impairment/accelerated
depreciation
|
|
|
|
|
|
|
6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other exit costs
|
|
|
|
|
|
|
1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
37
|
|
|
$
|
7
|
|
|
|
|
|
|
|
|
|
|
$
|
25
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
A summary of total charges by reportable segment is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Soup,
|
|
|
|
|
|
|
International
|
|
|
North
|
|
|
|
|
|
|
Sauces and
|
|
|
Baking and
|
|
|
Soup, Sauces
|
|
|
America
|
|
|
|
|
|
|
Beverages
|
|
|
Snacking
|
|
|
and Beverages
|
|
|
Foodservice
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Severance pay and benefits
|
|
$
|
|
|
|
$
|
14
|
|
|
$
|
9
|
|
|
$
|
22
|
|
|
$
|
45
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Asset impairment/accelerated
depreciation
|
|
|
|
|
|
|
130
|
|
|
|
|
|
|
|
13
|
|
|
|
143
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other exit costs
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
|
|
1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
|
|
|
$
|
144
|
|
|
$
|
9
|
|
|
$
|
36
|
|
|
$
|
189
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The company expects to incur additional pre-tax costs of approximately $41 by segment as
follows: Baking and Snacking $7, North America Foodservice $33, and $1 to be allocated
among all segments. The total pre-tax costs of $230 expected to be incurred by segment is
as follows: Baking and Snacking $151, International Soup, Sauces and Beverages $7,
North America Foodservice $69, and $3 to be allocated among all segments.
|
|
(m)
|
|
Pension and Postretirement Medical Benefits
|
|
|
|
The company sponsors certain defined benefit plans and postretirement medical benefit plans
for employees. Components of benefit expense were as follows:
|
17
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension
|
|
|
Postretirement
|
|
Three Months Ended
|
|
Nov. 2, 2008
|
|
|
Oct. 28, 2007
|
|
|
Nov. 2, 2008
|
|
|
Oct. 28, 2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Service cost
|
|
$
|
11
|
|
|
$
|
12
|
|
|
$
|
1
|
|
|
$
|
1
|
|
Interest cost
|
|
|
31
|
|
|
|
29
|
|
|
|
5
|
|
|
|
5
|
|
Expected return on
plan assets
|
|
|
(41
|
)
|
|
|
(42
|
)
|
|
|
|
|
|
|
|
|
Amortization of
prior service
cost
|
|
|
1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Recognized net
actuarial loss
|
|
|
4
|
|
|
|
6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net periodic
benefit expense
|
|
$
|
6
|
|
|
$
|
5
|
|
|
$
|
6
|
|
|
$
|
6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Contributions to the U.S. pension plans are not expected this fiscal year. Contributions of
$1 were made to the non-U.S. plans as of November 2, 2008. Contributions to non-U.S. plans
are expected to be $8 during the remainder of the fiscal year.
|
|
(n)
|
|
Fair Value Measurements
|
|
|
|
In the first quarter of fiscal 2009, the company adopted SFAS No. 157 Fair Value
Measurements for financial assets and liabilities. This standard defines fair value,
provides guidance for measuring fair value and requires certain disclosures. This standard
does not require any new fair value measurements, but rather applies to all other accounting
pronouncements that require or permit fair value measurements.
|
|
|
|
SFAS No. 157 establishes a fair value hierarchy that prioritizes the inputs to valuation
techniques used to measure fair value into three broad levels. The three levels are as
follows:
|
|
|
|
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 that reflect the reporting entitys own assumptions.
|
|
|
The adoption of SFAS No. 157 did not have a material impact on the consolidated financial
statements.
|
18
|
|
The financial assets and liabilities subject to fair value measurements are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value
|
|
|
Fair Value Measurements at 11/2/08
|
|
|
|
as of
|
|
|
Using Fair Value Hierarchy
|
|
|
|
11/2/08
|
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|
|
|
|
|
|
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate swaps
1
|
|
$
|
18
|
|
|
$
|
|
|
|
$
|
18
|
|
|
$
|
|
|
Foreign currency forward contracts
2
|
|
|
12
|
|
|
|
|
|
|
|
12
|
|
|
|
|
|
Cross-currency swap contracts
3
|
|
|
88
|
|
|
|
|
|
|
|
88
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
118
|
|
|
$
|
|
|
|
$
|
118
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency forward contracts
2
|
|
$
|
1
|
|
|
$
|
|
|
|
$
|
1
|
|
|
$
|
|
|
Cross-currency swap contracts
3
|
|
|
15
|
|
|
|
|
|
|
|
15
|
|
|
|
|
|
Commodity derivatives
4
|
|
|
41
|
|
|
|
41
|
|
|
|
|
|
|
|
|
|
Deferred compensation derivatives
5
|
|
|
5
|
|
|
|
|
|
|
|
5
|
|
|
|
|
|
Deferred compensation obligation
6
|
|
|
157
|
|
|
|
85
|
|
|
|
72
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
219
|
|
|
$
|
126
|
|
|
$
|
93
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
Based on LIBOR swap rates.
|
|
2
|
|
Based on observable market transactions of spot currency rates and forward rates.
|
|
3
|
|
Based on observable local benchmarks for currency and interest rates.
|
|
4
|
|
Based on quoted futures exchanges.
|
|
5
|
|
Based on LIBOR and equity index swap rates.
|
|
6
|
|
Based on the fair value of the participants investment elections.
|
(o)
|
|
Supplemental Cash Flow Information
|
|
|
|
Other cash used in operating activities for the three-month periods is comprised of the
following:
|
|
|
|
|
|
|
|
|
|
|
|
November 2, 2008
|
|
|
October 28, 2007
|
|
|
|
|
|
|
|
|
|
|
Benefit related payments
|
|
$
|
(8
|
)
|
|
$
|
(9
|
)
|
Other
|
|
|
2
|
|
|
|
5
|
|
|
|
|
|
|
|
|
|
|
$
|
(6
|
)
|
|
$
|
(4
|
)
|
|
|
|
|
|
|
|
(p)
|
|
Share Repurchase Programs
|
|
|
|
In June 2008, the companys Board of Directors authorized the purchase of up to $1,200 of
company stock through fiscal 2011. This program began in fiscal 2009. In addition to this
publicly announced program, the company repurchases shares to offset the impact of dilution
from shares issued under the companys stock compensation plans.
|
|
|
|
During the first quarter of fiscal 2009, the company repurchased 3 million shares at a cost
of $114. Of this amount, $82 were repurchased pursuant to the companys June 2008 publicly
announced share repurchase program. Approximately $1,118 remains available under this
program as of November 2, 2008.
|
|
|
|
During the first quarter of fiscal 2008, the company repurchased 2 million shares at a cost
of $78. The majority of these shares were repurchased pursuant to the companys November
2005 publicly announced share repurchase program, which was completed during the third
quarter of fiscal 2008.
|
19
ITEM 2.
CAMPBELL SOUP COMPANY CONSOLIDATED
MANAGEMENTS DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
OVERVIEW
Basis of Presentation
On March 18, 2008, the company completed the sale of its Godiva Chocolatier business for $850
million, pursuant to a Sale and Purchase Agreement dated December 20, 2007. The purchase price was
subject to certain post-closing adjustments, which resulted in an additional $20 million of
proceeds. The company has reflected the results of this business as discontinued operations in the
2008 consolidated statements of earnings. The company used approximately $600 million of the net
proceeds to purchase company stock. See Note (b) to the Consolidated Financial Statements for
additional information.
In the third quarter of 2008, the company entered into an agreement to sell certain Australian
salty snack food brands and assets. The transaction, which was completed on May 12, 2008, included
salty snack brands such as
Cheezels
,
Thins
,
Tasty Jacks
,
French Fries
, and
Kettle Chips
, certain
other assets and the assumption of liabilities. Proceeds of the sale were nominal. The business
had annual net sales of approximately $150 million. This transaction is included in the
restructuring initiatives described in Note (l).
In July 2008, the company entered into an agreement to sell its sauce and mayonnaise business
comprised of products sold under the
Lesieur
brand in France. The sale was completed on September
29, 2008 and resulted in approximately $36 million of proceeds. The purchase price is subject to
working capital and other post-closing adjustments. The business had annual net sales of
approximately $70 million. See Note (b) to the Consolidated Financial Statements for additional
information.
Results of Operations
Net earnings were $260 million for the first quarter ended November 2, 2008, versus $270 million in
the comparable quarter a year ago. Net earnings per share were $.71 compared to $.70 a year ago.
(All earnings per share amounts included in Managements Discussion and Analysis are presented on a
diluted basis.) Net sales increased 3% to $2.3 billion in 2009 from $2.2 billion last year.
The following items impacted the comparability of net earnings and net earnings per share:
Continuing Operations
|
|
|
In the first quarter of fiscal 2009, the company recorded pre-tax restructuring
related costs of $7 million ($5 million after tax or $.01 per share) associated with
the previously announced initiatives to improve operational efficiency and long-term
profitability. See Note (l) to the Consolidated Financial Statements and
Restructuring Charges for additional information.
|
20
|
|
|
In the first quarter of fiscal 2009, the company recognized a $26 million ($16
million after tax or $.04 per share) unrealized loss on the fair value of open
commodity contracts.
|
The items impacting comparability are summarized below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
|
2009
|
|
|
2008
|
|
|
|
Earnings
|
|
|
EPS
|
|
|
Earnings
|
|
|
EPS
|
|
(millions, except per share amounts)
|
|
Impact
|
|
|
Impact
|
|
|
Impact
|
|
|
Impact
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings from continuing operations
|
|
$
|
260
|
|
|
$
|
.71
|
|
|
$
|
268
|
|
|
$
|
.69
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings from discontinued operations
|
|
$
|
|
|
|
$
|
|
|
|
$
|
2
|
|
|
$
|
.01
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net earnings
|
|
$
|
260
|
|
|
$
|
.71
|
|
|
$
|
270
|
|
|
$
|
.70
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net earnings:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restructuring related costs
|
|
$
|
5
|
|
|
$
|
.01
|
|
|
$
|
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized loss on commodity hedges
|
|
|
16
|
|
|
|
.04
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Impact of significant items on
net earnings
1
|
|
$
|
21
|
|
|
$
|
.06
|
|
|
$
|
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
The sum of the individual per share amounts does not equal due to rounding.
|
After factoring in the items impacting comparability, net earnings increased primarily due to
higher sales, lower interest expense, and a lower effective tax rate, partially offset by a
reduction in gross profit as a percentage of sales and an increase in marketing expenses. Net
earnings per share also benefited from a reduction in weighted average diluted shares outstanding
primarily due to repurchases utilizing the net proceeds from the divestiture of the Godiva
Chocolatier business and the companys strategic share repurchase programs.
Although the impact of currency translation did not have a material impact on the first quarter
results, the recent volatility could impact fiscal 2009 results. Approximately 25 to 30 percent of
sales and earnings are from non-U.S. operations. Given the strength and volatility of the U.S.
dollar against the principal foreign currencies where the company operates, including the
Australian dollar, the Canadian dollar and the euro, fluctuations in foreign currency exchange
rates can have a significant impact on reported results. Given the market volatility, it is
difficult to forecast the impact of currency. If currency exchange rates were to remain the same
as at quarter end, currency translation would negatively impact sales and net earnings per share
growth rates by approximately 5 percentage points in fiscal 2009.
21
Sales
An analysis of net sales by reportable segment follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(millions)
|
|
|
|
|
2009
|
|
2008
|
|
% Change
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Soup, Sauces and
Beverages
|
|
$
|
1,198
|
|
|
$
|
1,097
|
|
|
|
9
|
%
|
Baking and Snacking
|
|
|
509
|
|
|
|
532
|
|
|
|
(4
|
)
|
International Soup,
Sauces and Beverages
|
|
|
380
|
|
|
|
390
|
|
|
|
(3
|
)
|
North America Foodservice
|
|
|
163
|
|
|
|
166
|
|
|
|
(2
|
)
|
|
|
|
$
|
2,250
|
|
|
$
|
2,185
|
|
|
|
3
|
%
|
|
An analysis of percent change of net sales by reportable segment follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
International
|
|
|
|
|
|
|
U.S. Soup,
|
|
Baking
|
|
Soup,
|
|
North
|
|
|
|
|
Sauces and
|
|
and
|
|
Sauces and
|
|
America
|
|
|
|
|
Beverages
|
|
Snacking
|
|
Beverages
|
|
Foodservice
|
|
Total
|
Volume and Mix
|
|
|
4
|
%
|
|
|
(1
|
)%
|
|
|
(1
|
)%
|
|
|
(6
|
)%
|
|
|
1
|
%
|
Price and Sales Allowances
|
|
|
8
|
|
|
|
8
|
|
|
|
3
|
|
|
|
6
|
|
|
|
7
|
|
Increased Promotional Spending
1
|
|
|
(3
|
)
|
|
|
(2
|
)
|
|
|
(1
|
)
|
|
|
(1
|
)
|
|
|
(2
|
)
|
Currency
|
|
|
|
|
|
|
(2
|
)
|
|
|
(2
|
)
|
|
|
(1
|
)
|
|
|
(1
|
)
|
Divestitures
|
|
|
|
|
|
|
(7
|
)
|
|
|
(2
|
)
|
|
|
|
|
|
|
(2
|
)
|
|
|
|
|
9
|
%
|
|
|
(4
|
)%
|
|
|
(3
|
)%
|
|
|
(2
|
)%
|
|
|
3
|
%
|
|
|
|
|
1
|
|
Represents revenue reductions from trade promotion and consumer coupon redemption
programs.
|
In U.S. Soup, Sauces and Beverages, total soup sales increased 12 percent, compared to a 1 percent
decline a year ago. Sales of condensed soups increased 14 percent with strong gains in both eating
and cooking varieties, due in part to increased promotional activity. Sales of ready-to-serve soups
increased 7 percent due to the launch of
Campbells Select Harvest
soups, partially offset by
declines in
Campbells Chunky
soups. Ready-to-serve soup sales also benefited from the introduction
of
Campbells V8
soups. Sales of the convenience platform, which includes soups in microwavable
bowls and cups, increased
primarily due to gains in bowls. Broth sales increased 23 percent due to continued strong demand
for
Swanson
aseptically-packaged broth and the introduction of
Swanson
cooking stock.
Wolfgang Puck
soups, broths and stocks, which the company acquired in the fourth quarter of fiscal 2008, added
approximately one point of soup sales growth. Beverage sales increased slightly following
double-digit growth a year ago. The sales increase was driven by the continued strong performance
of
V8 V-Fusion
juice, partially offset by declines in
V8
vegetable juice. Sales in the prior period
benefited from the start of the distribution agreement with The Coca-Cola Company and Coca-Cola
Enterprises Inc. for single-serve refrigerated beverages.
Prego
pasta sauce sales increased double
digits. Sales of
Pace
Mexican sauces also increased double digits due to the successful launch of a
line of specialty salsas.
22
In Baking and Snacking, Pepperidge Farm achieved sales growth with gains in the cookies and
crackers and bakery businesses. In the cookies and crackers business, sales increased due to gains
in
Goldfish
snack crackers and the introduction of Baked Naturals, an adult savory snack cracker,
partially offset by a decline in cookies. The bakery business delivered sales growth behind
whole-grain breads and stuffing. On an as reported basis, Arnotts sales declined due to the
divestiture of certain salty snack food brands in May 2008 and the unfavorable impact of currency.
Excluding these items, Arnotts sales increased due to significant growth in savory crackers,
partially offset by a decline in chocolate biscuits. Sales of biscuits in Indonesia grew strongly.
In International Soup, Sauces and Beverages, sales in Canada declined primarily due to the
unfavorable impact of currency and a decline in the beverage business. In Europe, sales increased
as gains in France and Belgium were partially offset by the divestiture of the companys French
sauce and mayonnaise business in September 2008 and the planned exit of the private label business
in Germany. Across Europe, sales of branded wet soup increased. In Asia Pacific, sales increased
primarily due to gains in Malaysia and Australia.
In North America Foodservice, excluding the impact of currency, sales declined primarily due to the
negative impact from discontinuing certain unprofitable products and weakness in the food service
sector.
Gross Profit
Gross profit, defined as Net sales less Cost of products sold, decreased by $21 million in 2009.
As a percent of sales, gross profit decreased from 40.8% in 2008 to 38.7% in 2009. The percentage
point decrease was due to an unrealized loss on commodity hedges (approximately 1.2 percentage
points), costs related to the initiatives to improve operational efficiency and long-term
profitability (approximately 0.3 percentage points), increased promotional spending (approximately
1.2 percentage points), and the impact of cost inflation and other factors (approximately 5.6
percentage points), partially offset by higher selling prices (approximately 4.4 percentage
points), productivity improvements (approximately 1.3 percentage points) and mix (approximately 0.5
percentage points).
Marketing and Selling Expenses
Marketing and selling expenses as a percent of sales were 13.6% in 2009 and 13.5% in 2008.
Marketing and selling expenses increased 4% in 2009 from 2008. The increase was primarily due to
higher advertising expenses (approximately 6 percentage points), partially offset by a decrease in
selling and other marketing expenses (approximately 2 percentage points). The higher advertising
expenses were primarily in the U.S. soup business.
Administrative Expenses
Administrative expenses as a percent of sales were 6.2% in 2009 and 6.5% in 2008. Administrative
expenses decreased by 1% in 2009 from 2008, primarily due to the impact of currency.
23
Operating Earnings
Segment operating earnings decreased 2% in 2009 from 2008.
An analysis of operating earnings by segment follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(millions)
|
|
|
|
|
2009
1
|
|
2008
|
|
% Change
|
|
U.S. Soup, Sauces and
Beverages
|
|
$
|
314
|
|
|
$
|
309
|
|
|
|
2
|
%
|
Baking and Snacking
|
|
|
83
|
|
|
|
72
|
|
|
|
15
|
|
International Soup, Sauces
and Beverages
|
|
|
38
|
|
|
|
51
|
|
|
|
(25
|
)
|
North America Foodservice
|
|
|
11
|
|
|
|
24
|
|
|
|
(54
|
)
|
|
|
|
|
446
|
|
|
|
456
|
|
|
|
(2
|
)
|
Corporate
|
|
|
(47
|
)
|
|
|
(28
|
)
|
|
|
|
|
|
|
|
$
|
399
|
|
|
$
|
428
|
|
|
|
(7
|
)%
|
|
|
|
|
1
|
|
Operating earnings by segment include the effect of restructuring related costs of $7
million in North America Foodservice and an unrealized loss on commodity hedges of $26 million in
Corporate. See Note (l) for additional information on restructuring charges.
|
Earnings from U.S. Soup, Sauces and Beverages increased 2% in 2009 versus 2008 due to higher sales
and productivity gains, partially offset by cost inflation and higher advertising expenses.
Earnings from Baking and Snacking increased 15% in 2009 versus 2008 driven by growth in Arnotts
and Pepperidge Farm, partially offset by the unfavorable impact of currency.
Earnings from International Soup, Sauces and Beverages decreased 25%, or $13 million, in 2009
versus 2008. The decline in operating earnings was due to the incremental cost to establish
businesses in Russia and China, a decline in the Canadian business and the unfavorable impact of
currency.
Earnings from North America Foodservice in 2009 declined $13 million, or 54%, from 2008. The
current year included $7 million in accelerated depreciation and other exit costs related to the
initiatives to improve operational efficiency and long-term profitability. The remaining decline in
operating earnings was primarily due to lower sales volumes.
Corporate expenses in 2009 increased from $28 million in 2008 to $47 million. The increase was due
to a $26 million unrealized loss on commodity hedging included in the current year, partially
offset by lower expenses related to the companys implementation of the SAP enterprise-resource
planning system in North America and gains recognized on foreign currency hedging transactions.
Beginning in fiscal 2009, unrealized gains and losses on commodity hedging activities are excluded
from segment operating earnings and recorded in unallocated corporate expenses as these open
positions represent hedges of future purchases. Upon closing of the contracts, the realized gain or
loss is transferred to segment operating earnings. This allows the segments to reflect the economic
effects of the hedge without exposure to quarterly volatility of unrealized gains and losses. In
prior periods, unrealized gains and losses on commodity hedging activities were not material.
24
Nonoperating Items
Net interest expense decreased to $32 million from $42 million in the prior year, primarily due to
the general decline in short-term rates.
The effective tax rate for the quarter was 29.2% for 2009. The effective rate for the year-ago
quarter was 30.6%. The current year included a $12 million benefit resulting from the finalization
of the U.S. federal and state tax audits.
Restructuring Charges
On April 28, 2008, the company announced a series of initiatives to improve operational efficiency
and long-term profitability, including selling certain salty snack food brands and assets in
Australia, closing certain production facilities in Australia and Canada, and streamlining the
companys management structure. As a result of these initiatives, in 2008, the company recorded a
restructuring charge of $175 million ($102 million after tax or $.27 per share). The charge
consisted of a net loss of $120 million ($64 million after tax) on the sale of certain Australian
salty snack food brands and assets, $45 million ($31 million after tax) of employee severance and
benefit costs, including the estimated impact of curtailment and other pension charges, and $10
million ($7 million after tax) of property, plant and equipment impairment charges. In addition,
approximately $7 million ($5 million after tax or $.01 per share) of costs related to these
initiatives were recorded in Cost of products sold, primarily representing accelerated depreciation
on property, plant and equipment. The aggregate after-tax impact of restructuring charges and
related costs in 2008 was $107 million, or $.28 per share. In the first quarter of 2009, the
company recorded approximately $7 million ($5 million after tax or $.01 per share) of costs related
to these initiatives in Cost of products sold. Approximately $6 million of the costs represented
accelerated depreciation on property, plant and equipment and approximately $1 million related to
other exit costs. The company expects to incur additional pre-tax costs of approximately $41
million, consisting of the following: approximately $17 million in employee severance and benefit
costs, including the estimated impact of curtailment and other pension charges; approximately $15
million in accelerated depreciation of property, plant and equipment; and approximately $9 million
in other exit costs. Of the aggregate $230 million of pre-tax costs for the total program, the
company expects approximately $65 million will be cash expenditures, the majority of which will be
spent in 2009. The cash outflows related to these programs are not expected to have a material
adverse impact on the companys liquidity. Annual pre-tax benefits are expected to be
approximately $15-$20 million beginning in 2009.
In the third quarter of 2008, as part of the previously discussed initiatives, the company entered
into an agreement to sell certain Australian salty snack food brands and assets. The transaction
was completed on May 12, 2008. Proceeds of the sale were nominal. In connection with this
transaction, the company recognized a net loss of $120 million ($64 million after tax) in 2008.
The terms of the agreement require the company to provide a loan facility to the buyer of AUD $10
million, or approximately USD $7 million. The facility can be drawn down in AUD $5 million
increments, six months and nine months after the closing date. In November 2008, the buyer
borrowed AUD $5 million under the facility. Borrowings under the facility are to be repaid five
years after the closing date. The company will also provide transition services for approximately
one year. See also Note (b) to the Consolidated Financial Statements for additional information.
25
In April 2008, as part of the previously discussed initiatives, the company announced plans to close the Listowel, Ontario, Canada food plant. The Listowel
facility produces primarily frozen products, including soup, entrees, and Pepperidge Farm products, as well as ramen noodles. The facility employed approximately
500 people. The company plans to operate the facility through April 2009 and transition production to its network of North American contract manufacturers and
to its Downingtown, Pennsylvania plant. As a result, the company recorded $20 million ($14 million after tax) of employee severance and benefit costs, including
the estimated impact of curtailment and other pension charges, and $7 million ($5 million after tax) in accelerated
depreciation of property, plant and equipment in 2008. In the first quarter of 2009, the company recorded $6 million
($4 million after tax) in accelerated depreciation of property, plant and equipment and $1 million of other exit costs.
The company expects to incur approximately $15 million in additional employee severance and benefit costs, approximately
$13 million in accelerated depreciation of property, plant and equipment, and approximately $5 million in other exit costs.
In April 2008, as part of the previously discussed initiatives, the company also announced plans to discontinue the private label biscuit and industrial chocolate
production at its Miranda, Australia facility. The company plans to close the Miranda facility, which employed approximately 150 people, by the second quarter
of 2009. In connection with this action, the company recorded $10 million ($7 million after tax) of property, plant and equipment impairment charges and $8 million
($6 million after tax) in employee severance and benefit costs in 2008. The company expects to incur an additional $2 million in accelerated depreciation of property,
plant, and equipment, and approximately $4 million in other exit costs.
As part of the previously discussed initiatives, the company also plans to streamline its management structure and eliminate certain overhead costs. These actions
began in the fourth quarter of 2008 and will be substantially completed in 2009. In connection with this action, the company recorded $17 million ($11 million after
tax) in employee severance and benefit costs in 2008. The company expects to incur approximately $2 million of additional employee severance and benefit costs.
The company incurred pre-tax costs of approximately $189 million in 2008 and in 2009 by segment as follows: Baking and Snacking $144 million, International
Soup, Sauces and Beverages $9 million and North America Foodservice $36 million. Additional pre-tax costs of $41
million are expected to be incurred by segment are as follows: Baking and Snacking $7 million, North America
Foodservice $33 million, and $1 million to be allocated among all segments.
See Note (l) to the Consolidated Financial Statements for additional information.
26
Discontinued Operations
The results of the Godiva Chocolatier business are classified as discontinued operations. Results
of the business are summarized below:
|
|
|
|
|
|
|
October 28,
|
|
(millions)
|
|
2007
|
|
|
Net sales
|
|
$
|
114
|
|
|
|
|
|
|
Earnings from operations before taxes
|
|
$
|
3
|
|
|
Taxes on earnings operations
|
|
|
(1
|
)
|
|
|
|
|
|
Earnings from discontinued operations
|
|
$
|
2
|
|
|
|
|
|
See also Note (b) to the Consolidated Financial Statements for additional information.
Liquidity and Capital Resources
The company used cash from operations of $15 million in 2009, compared to cash generated from
operations of $74 million last year. The decrease was due to changes in working capital, primarily
accounts payable and accrued income taxes.
Capital expenditures were $35 million in 2009 compared to $40 million a year ago. Capital
expenditures in 2009 included expansion of the U.S. beverage production capacity (approximately $3
million), implementation of the SAP enterprise-resource planning system in North America
(approximately $2 million) and expansion and enhancements of the companys corporate headquarters
(approximately $1 million). Capital expenditures are expected to be approximately $400 million in
2009.
Net cash provided by investing activities in 2009 includes the proceeds from the sale of the sauce
and mayonnaise business in France, net of cash divested.
Excluding shares owned and tendered by employees to satisfy tax withholding requirements on the
vesting of restricted shares, the company repurchased 3 million shares at a cost of $114 million
during the period ended November 2, 2008. The majority of these shares were repurchased pursuant
to the companys June 2008 publicly announced share repurchase program. Under this program, the
companys Board of Directors authorized the purchase of up to $1.2 billion of company stock through
the end of fiscal 2011. In addition to the June 2008 publicly announced share repurchase program,
the company also purchased shares to offset the impact of dilution
from shares issued under the
companys stock compensation plans. The company expects to continue this practice in the future.
Excluding shares owned and tendered by employees to satisfy tax withholding requirements on the
vesting of restricted shares, the company repurchased 2 million shares and paid $78 million in
connection with repurchases in the quarter ended October 28, 2007. The majority of these shares
were repurchased pursuant to the
companys November 2005 publicly announced share repurchase program, which was completed during the
third quarter of 2008. In addition to the November 2005 publicly announced share repurchase
program, the company also purchased shares in the year-ago period to offset the impact of dilution from
27
shares issued under the companys stock compensation plans. See Unregistered Sales of Equity
Securities and Use of Proceeds for more information.
At November 2, 2008, the company had $1.1 billion of notes payable due within one year and $28
million of standby letters of credit issued on behalf of the company. The company has a $1.5
billion committed revolving credit facility maturing in 2011, which remains unused at November 2,
2008, except for $28 million of standby letters of credit issued on behalf of the company. This
agreement supports the companys commercial paper programs. One of the syndicate banks under the
credit facility is Lehman Brothers Bank, FSB, whose commitment under the credit facility is $57
million. The company is currently seeking a replacement financial institution for this commitment.
The company is in compliance with the covenants contained in its revolving credit facility and
debt securities.
The company expects that foreseeable liquidity and capital resource requirements, including cash
outflows to repurchase shares and pay dividends, will be met through cash and cash equivalents,
anticipated cash flows from operations, long-term borrowings under its shelf registration
statement, and short-term borrowings, including commercial paper. Despite the recent disruptions
in the capital and credit markets, the company expects that its sources of financing are adequate
to meet its future liquidity and capital resource requirements. The cost and terms of any future
financing arrangements may be negatively impacted by the current capital and credit market
disruptions and will depend on the market conditions and the companys financial position at the
time of any future financings.
As of November 2, 2008, the company had $300 million available for issuance under a $1 billion
shelf registration statement filed with the Securities and Exchange Commission in June 2002. This
June 2002 registration statement expired on December 1, 2008. On November 24, 2008, the company
filed a shelf registration statement with the Securities and Exchange Commission for an
indeterminate amount of debt securities.
Significant Accounting Estimates
The consolidated financial statements of the company are prepared in conformity with accounting
principles generally accepted in the United States. The preparation of these financial statements
requires the use of estimates, judgments and assumptions that affect the reported amounts of assets
and liabilities at the date of the financial statements and reported amounts of revenues and
expenses during the periods presented. Actual results could differ from those estimates and
assumptions. The significant accounting policies of the company are described in Note 1 to the
Consolidated Financial Statements and the significant accounting estimates are described in
Managements Discussion and Analysis included in the 2008 Annual Report on Form 10-K. The impact
of new accounting standards is discussed in the following section. There have been no other
changes in the companys accounting policies in the current period that had a material impact on
the companys consolidated financial condition or results of operation.
Recent Accounting Pronouncements
In September 2006, the Financial Accounting Standards Board (FASB) issued Statement of Financial
Accounting Standards (SFAS) No. 157 Fair Value Measurements, which provides guidance for using
fair value to measure assets and liabilities. SFAS No. 157 establishes a definition of fair value,
provides a framework for measuring fair value and expands the disclosure requirements about fair
value measurements. This standard does not require any new fair value measurements but rather
applies to all
28
other accounting pronouncements that require or permit fair value measurements. In
February 2008, FASB Staff Position (FSP) No. FAS 157-2 was issued, which delayed by a year the
effective date for certain nonfinancial assets and liabilities. The company adopted SFAS No. 157
for financial assets and liabilities in the first quarter of fiscal 2009. The adoption did not have
a material impact on the consolidated financial statements. See Note (n) for additional
information. The company is currently evaluating the impact of SFAS No. 157 as it relates to
nonfinancial assets and liabilities.
In February 2007, the FASB issued SFAS No. 159 The Fair Value Option for Financial Assets and
Liabilities Including an amendment of FASB Statement No. 115. SFAS No. 159 allows companies to
choose, at specific election dates, to measure eligible financial assets and liabilities at fair
value that are not otherwise required to be measured at fair value. If a company elects the fair
value option for an eligible item, changes in that items fair value in subsequent reporting
periods must be recognized in current earnings. The company adopted SFAS No. 159 at the beginning
of fiscal 2009. The adoption did not have an impact on the consolidated financial statements.
In December 2007, the FASB issued SFAS No. 141 (revised 2007) Business Combinations, which
establishes the principles and requirements for how an acquirer recognizes the assets acquired, the
liabilities assumed, and any noncontrolling interest in the acquiree at the acquisition date. This
Statement applies to business combinations for which the acquisition date is after the beginning of
the first annual reporting period beginning after December 15, 2008. Earlier adoption is not
permitted. The company is currently evaluating the impact of SFAS No. 141 as revised.
In December 2007, the FASB issued SFAS No. 160 Noncontrolling Interests in Consolidated Financial
Statements an Amendment of ARB No. 51. SFAS No. 160 establishes accounting and reporting
standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a
subsidiary. It clarifies that a noncontrolling interest in a subsidiary is an ownership interest
in the consolidated entity that should be recorded as equity in the consolidated financial
statements. This Statement also requires that consolidated net income shall be adjusted to include
the net income attributed to the noncontrolling interest. Disclosure on the face of the income
statement of the amounts of consolidated net income attributable to the parent and to the
noncontrolling interest is required. SFAS No. 160 is effective for fiscal years beginning after
December 15, 2008. Earlier adoption is not permitted. The company is currently evaluating the
impact of SFAS No. 160.
In March 2008, the FASB issued SFAS No. 161 Disclosures about Derivative Instruments and Hedging
Activities an amendment of FASB Statement No. 133, which enhances the disclosure requirements
for derivative instruments and hedging activities. Entities are required to provide enhanced
disclosures about (a) the location and amounts of derivative instruments in an entitys financial
statements, (b) how derivative instruments and related hedged items are accounted for under
Statement 133 and its related interpretations, and (c) how derivative instruments and related
hedged items affect an entitys financial position, financial performance, and cash flows. The
guidance in SFAS No. 161 is effective for financial statements issued for fiscal years and interim
periods beginning after November 15, 2008, with early application encouraged. This Statement
encourages, but does not require, comparative disclosures for earlier periods at initial adoption.
The company is currently evaluating the impact of SFAS No. 161.
In May 2008, the FASB issued SFAS No. 162 The Hierarchy of Generally Accepted Accounting
Principles. SFAS No. 162 identifies the sources of accounting principles and the framework for
selecting the principles to be used in the preparation of financial statements of nongovernmental
entities that are presented in conformity with generally accepted accounting principles (GAAP) in
the United States (the
29
GAAP hierarchy). This Statement is effective 60 days following the SECs
approval of the Public Company Accounting Oversight Board amendments to AU Section 411,
The Meaning
of
Present Fairly in Conformity With Generally Accepted Accounting Principles. The company is
currently evaluating the impact of SFAS No. 162.
In June 2008, the FASB issued FSP Emerging Issues Task Force (EITF) 03-6-1 Determining Whether
Instruments Granted in Share-Based Payment Transactions Are Participating Securities. FSP EITF
03-6-1 provides that unvested share-based payment awards that contain non-forfeitable rights to
dividends or dividend equivalents (whether paid or unpaid) are participating securities and shall
be included in the computation of earnings per share pursuant to the two-class method. FSP EITF
03-6-1 is effective for fiscal years beginning after December 15, 2008, and interim periods within
those years. Upon adoption, a company is required to retrospectively adjust its earnings per share
data (including any amounts related to interim periods, summaries of earnings and selected
financial data) to conform with the provisions of FSP EITF 03-6-1. The company is currently
evaluating the impact of FSP EITF 03-6-1.
Forward-Looking Statements
This quarterly report contains certain statements that reflect the companys current expectations
regarding future results of operations, economic performance, financial condition and achievements
of the company. The company tries, wherever possible, to identify these forward-looking statements
by using words such as anticipate, believe, estimate, expect, will and similar
expressions. One can also identify them by the fact that they do not relate strictly to historical
or current facts. These statements reflect the companys current plans and expectations and are
based on information currently available to it. They rely on a number of assumptions regarding
future events and estimates which could be inaccurate and which are inherently subject to risks and
uncertainties.
The company wishes to caution the reader that the following important factors and those important
factors described in other Securities and Exchange Commission filings of the company, or in the
companys 2008 Annual Report on Form 10-K, could affect the companys actual results and could
cause such results to vary materially from those expressed in any forward-looking statements made
by, or on behalf of, the company:
|
|
|
the impact of strong competitive response to the companys efforts to leverage its brand
power with product innovation, promotional programs and new advertising, and of changes in
consumer demand for the companys products;
|
|
|
|
|
the risks in the marketplace associated with trade and consumer acceptance of product
improvements, shelving initiatives and new product introductions;
|
|
|
|
|
the companys ability to achieve sales and earnings guidance, which are based on
assumptions about sales volume, product mix, the development and success of new products,
the impact of marketing and pricing actions and product costs;
|
|
|
|
|
the companys ability to realize projected cost savings and benefits, including those
contemplated by restructuring programs and other cost-savings initiatives;
|
30
|
|
|
the companys ability to successfully manage changes to its business processes,
including selling, distribution, product capacity, information management systems and the
integration of acquisitions;
|
|
|
|
|
the increased significance of certain of the companys key trade customers;
|
|
|
|
|
the impact of fluctuations in the supply and inflation in energy, raw and packaging
materials cost;
|
|
|
|
|
the risks associated with portfolio changes and completion of acquisitions and
divestitures;
|
|
|
|
|
the uncertainties of litigation described from time to time in the companys Securities
and Exchange Commission filings;
|
|
|
|
|
the impact of changes in currency exchange rates, tax rates, interest rates, debt and
equity markets, inflation rates, economic conditions and other external factors; and
|
|
|
|
|
the impact of unforeseen business disruptions in one or more of the companys markets
due to political instability, civil disobedience, armed hostilities, natural disasters or
other calamities.
|
This discussion of uncertainties is by no means exhaustive but is designed to highlight important
factors that may impact the companys outlook. The company disclaims any obligation or intent to
update any forward-looking statements made by the company in order to reflect new information,
events or circumstances after the date they are made.
31
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
For information regarding the companys exposure to certain market risk, see Item 7A, Quantitative
and Qualitative Disclosures About Market Risk, in the 2008 Annual Report on Form 10-K. There have
been no significant changes in the companys portfolio of financial instruments or market risk
exposures from the fiscal 2008 year-end.
32
ITEM 4. CONTROLS AND PROCEDURES
|
a.
|
|
Evaluation of Disclosure Controls and Procedures
|
|
|
|
|
The company, under the supervision and with the participation of its management, including
the President and Chief Executive Officer and the Senior Vice President Chief Financial
Officer and Chief Administrative Officer, has evaluated the effectiveness of the companys
disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e)
under the Securities Exchange Act of 1934, as amended (the Exchange Act)) as of November
2, 2008 (the Evaluation Date). Based on such evaluation, the President and Chief
Executive Officer and the Senior Vice President Chief Financial Officer and Chief
Administrative Officer have concluded that, as of the Evaluation Date, the companys
disclosure controls and procedures are effective.
|
|
b.
|
|
Changes in Internal Controls
|
|
|
|
|
During the quarter ended November 2, 2008, as part of the previously announced North
American SAP enterprise-resource planning system implementation, the company implemented SAP
software at its Willard, Ohio Pepperidge Farm facility. In conjunction with this SAP
implementation, the company modified the design, operation and documentation of its internal
control over financial reporting. Specifically, the company modified controls in the
business processes impacted by the new system, such as user access security, system
reporting and authorization and reconciliation procedures. There were no other changes in
the companys internal control over financial reporting that materially affected, or were
reasonably likely to materially affect, such internal control over financial reporting.
|
33
PART II
ITEM 1A. RISK FACTORS
The following risk and uncertainties update those risk and uncertainties previously disclosed in
the companys Annual Report on Form 10-K for the year ended August 3, 2008. These risks and
uncertainties, along with those previously disclosed, could materially adversely affect the
companys business, financial condition and results of operations. Additional risk and
uncertainties not presently known to the company or that the company currently deems immaterial
also may impair the companys business operations and financial condition.
The company faces risks related to the recent disruptions in the global economy and financial
markets.
Current uncertainty in global economic conditions resulting from the recent disruption in financial
and credit markets poses risks to the global economy that could impact customer and consumer demand
for the companys products, access to credit markets, and the
companys ability to manage normal commercial relationships with
its customers, suppliers and creditors. If the current situation deteriorates significantly, the
companys business could be negatively impacted by a general slow-down in the economy or by
disruptions in the business or operations of the companys customers, suppliers or creditors.
Fluctuations in foreign currency exchange rates could adversely affect the companys results.
The company holds assets and incurs liabilities, earns revenue, and pays expenses in a variety of
currencies other than the U.S. dollar, primarily the Australian dollar, Canadian dollar, and the
euro. The companys consolidated financial statements are presented in U.S. dollars, and therefore
the company must translate its assets, liabilities, revenue, and expenses into U.S. dollars for
external reporting purposes. As a result, changes in the value of the U.S. dollar may materially
and negatively affect the value of these items in the companys consolidated financial statements,
even if their value has not changed in their original currency.
The company may be adversely impacted by increased costs related to its defined benefit pension
plans.
The company sponsors a number of defined benefit pension plans for employees in the United States
and various foreign locations. The major defined benefit pension plans are funded with trust
assets invested in a globally diversified portfolio of securities and other investments. Changes
in regulatory requirements or the market value of plan assets, investment returns, interest rates and mortality rates may
affect the funded status of the companys defined benefit pension plans and cause volatility in the
net periodic benefit cost and future funding requirements of the plans. A significant increase in
the companys obligations or future funding requirements could have a material adverse effect on
the financial results of the company.
34
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Issuer Purchases of Equity Securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Approximate
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dollar Value of
|
|
|
|
|
|
|
|
|
|
|
Total Number of
|
|
Shares that May
|
|
|
Total
|
|
|
|
|
|
Shares Purchased
|
|
Yet Be Purchased
|
|
|
Number
|
|
Average
|
|
as Part of Publicly
|
|
Under the Plans
|
|
|
of Shares
|
|
Price Paid
|
|
Announced Plans
|
|
or Programs
|
Period
|
|
Purchased
(1)
|
|
Per Share
(2)
|
|
or Programs
(3)
|
|
($ in millions)
(3)
|
8/04/08 8/31/08
|
|
|
1,051,360
|
(4)
|
|
$
|
37.23
|
(4)
|
|
|
1,050,000
|
|
|
$
|
1,161
|
|
9/1/08 9/30/08
|
|
|
1,395,738
|
(5)
|
|
$
|
38.51
|
(5)
|
|
|
448,400
|
|
|
$
|
1,144
|
|
10/1/08 11/02/08
|
|
|
1,218,212
|
(6)
|
|
$
|
37.77
|
(6)
|
|
|
692,970
|
|
|
$
|
1,118
|
|
|
Total
|
|
|
3,665,310
|
|
|
$
|
37.90
|
|
|
|
2,191,370
|
|
|
$
|
1,118
|
|
|
|
|
(1)
|
|
Includes (i) 835,498 shares repurchased in open-market transactions to offset the
dilutive impact to existing shareowners of issuances under the companys stock compensation
plans, and (ii) 638,442 shares owned and tendered by employees to satisfy tax withholding
obligations on the vesting of restricted shares. Unless otherwise indicated, shares owned
and tendered by employees to satisfy tax withholding obligations were purchased at the
closing price of the companys shares on the date of vesting.
|
|
(2)
|
|
Average price paid per share is calculated on a settlement basis and excludes
commission.
|
|
(3)
|
|
During the first quarter of fiscal 2009, the company had one publicly announced
share repurchase program. Under this program, which was announced on June 30, 2008, the
companys Board of Directors authorized the purchase of up to $1.2 billion of company stock
through the end of fiscal 2011. In addition to the publicly announced share repurchase
program, the company will continue to purchase shares, under separate authorization, as part
of its practice of buying back shares sufficient to offset shares issued under incentive
compensation plans.
|
|
(4)
|
|
Includes 1,360 shares owned and tendered by employees at an average price per
share of $37.13 to satisfy tax withholding requirements on the vesting of restricted shares.
|
|
(5)
|
|
Includes (i) 311,600 shares repurchased in open-market transactions at an average
price of $38.43 to offset the dilutive impact to existing shareowners of issuances under the
companys stock compensation plans, and (ii) 635,738 shares owned and tendered by employees
at an average price per share of $38.60 to satisfy tax withholding requirements on the
vesting of restricted shares.
|
|
(6)
|
|
Includes (i) 523,898 shares repurchased in open-market transactions at
an average price of $37.91 to offset the dilutive impact to existing shareowners of
issuances under the companys stock compensation plans, and (ii) 1,344 shares owned and
tendered by employees at an average price per share of $37.26 to satisfy tax withholding
requirements on the vesting of restricted shares.
|
35
ITEM 6. EXHIBITS
|
|
|
10(a)
|
|
2003 Long-Term Incentive Plan Time-Lapse Restricted Stock Unit Agreement, dated as of
November 1, 2008, between the company and B. Craig Owens.
|
|
|
|
10(b)
|
|
Amendment to the Severance Protection Agreement between the company and Douglas R. Conant,
dated as of February 26, 2008. All of the other executives listed under the heading
Executive Officers of the Company in the Form 10-K (SEC file number 1-3822) for the fiscal
year ended August 3, 2008 have executed amendments that are, in all material respects, the
same as Mr. Conants.
|
|
|
|
10(c)
|
|
Form of U.S. Severance Protection Agreement, which is applicable to executives hired after
March 1, 2008.
|
|
|
|
10(d)
|
|
Form of Non-U.S. Severance Protection Agreement, which is applicable to executives hired
after March 1, 2008.
|
|
|
|
31(a)
|
|
Certification of Douglas R. Conant pursuant to Rule 13a-14(a).
|
|
|
|
31(b)
|
|
Certification of B. Craig Owens pursuant to Rule 13a-14(a).
|
|
|
|
32(a)
|
|
Certification of Douglas R. Conant pursuant to 18 U.S.C. Section 1350.
|
|
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32(b)
|
|
Certification of B. Craig Owens pursuant to 18 U.S.C. Section 1350.
|
36
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned thereunto duly authorized.
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CAMPBELL SOUP COMPANY
|
|
Date: December 11, 2008
|
By:
|
/s/ B. Craig Owens
|
|
|
|
B. Craig Owens
|
|
|
|
Senior Vice President
Chief Financial Officer and
Chief Administrative Officer
|
|
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|
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|
|
By:
|
/s/ Ellen Oran Kaden
|
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Ellen Oran Kaden
|
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Senior Vice President
Law and Government Affairs
|
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INDEX TO EXHIBITS
Exhibits
|
|
|
10(a)
|
|
2003 Long-Term Incentive Plan Time-Lapse Restricted Stock Unit Agreement, dated as of
November 1, 2008, between the company and B. Craig Owens.
|
|
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|
10(b)
|
|
Amendment to the Severance Protection Agreement between the company and Douglas R. Conant,
dated as of February 26, 2008. All of the other executives listed under the heading
Executive Officers of the Company in the Form 10-K (SEC file number 1-3822) for the fiscal
year ended August 3, 2008 have executed amendments that are, in all material respects, the
same as Mr. Conants.
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|
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10(c)
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|
Form of U.S. Severance Protection Agreement, which is applicable to executives hired after
March 1, 2008.
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|
10(d)
|
|
Form of Non-U.S. Severance Protection Agreement, which is applicable to executives hired
after March 1, 2008.
|
|
|
|
31(a)
|
|
Certification of Douglas R. Conant pursuant to Rule 13a-14(a).
|
|
|
|
31(b)
|
|
Certification of B. Craig Owens pursuant to Rule 13a-14(a).
|
|
|
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32(a)
|
|
Certification of Douglas R. Conant pursuant to 18 U.S.C. Section 1350.
|
|
|
|
32(b)
|
|
Certification of B. Craig Owens pursuant to 18 U.S.C. Section 1350.
|
EXHIBIT 10 (c)
FORM OF U.S.
CHANGE IN CONTROL
SEVERANCE PROTECTION AGREEMENT
THIS AGREEMENT made as of <DATE>, by and between Campbell Soup Company (the
Company
)
and <NAME> (the
Executive
).
WHEREAS, the Board of Directors of the Company (the
Board
) recognizes that the possibility
of a Change in Control (as hereinafter defined) exists and that the threat of or the occurrence of
a Change in Control may result in the departure or in significant distractions of its key
management personnel because of the uncertainties inherent in such a situation;
WHEREAS, the Board has, as recommended and approved by the Compensation and Organization
Committee (the
Committee
), determined that it is essential and in the best interest of the
Company and its stockholders to retain the services of the Executive in the event of a threat or
occurrence of a Change in Control and to ensure his continued dedication and efforts in such event
without undue concern for his personal financial and employment security; and
WHEREAS, in order to induce the Executive to remain in the employ of the Company and to
encourage the continued attention and dedication of the Executive, particularly in the event of a
threat or the occurrence of a Change in Control, the Company desires to enter into this Agreement
with the Executive to provide the Executive with certain benefits in the event his employment is
terminated as a result of, or in connection with, a Change in Control.
NOW, THEREFORE, in consideration of the respective agreements of the parties contained herein,
it is agreed as follows:
1.
Term of Agreement
. The term of this Agreement (the
Term
) shall commence on <DATE>,
and shall continue in effect until the third anniversary of such date;
provided
,
however
, that
commencing on the second anniversary of such date and on each anniversary thereafter, the term of
this Agreement shall automatically be extended for one (1) year unless either the Company or the
Executive shall have given written notice to the other at least ninety (90) days prior thereto that
the Term of this Agreement shall not be so extended; and
provided, further, however
, that
notwithstanding any such notice by the Company not to extend, the Term shall not expire prior to
the expiration of twenty-four (24) months after the occurrence of a Change in Control that occurs
prior to the end of the term.
2.
Definitions.
2.1
Cause
means a termination evidenced by a resolution adopted in good faith by no less
than two-thirds of the Board that the Executive (a) intentionally and continually failed to
substantially perform his duties with the Company (other than a failure resulting from the
Executives incapacity due to physical or mental illness) which failure continued for a period of
at least thirty (30) days after a written notice of demand for substantial performance has been
delivered to the Executive specifying the manner in which the Executive has failed to
Page 1 of 15
substantially perform, or (b) intentionally engaged in conduct which is demonstrably and materially
injurious to the Company, monetarily or otherwise;
provided, however,
that no termination of the
Executives employment shall be for Cause as set forth in clause (b) above until (x) there shall
have been delivered to the Executive a copy of a written notice setting forth that the Executive
was guilty of the conduct set forth in clause (b) and specifying the particulars thereof in detail,
and (y) the Executive shall have been provided an opportunity to be heard by the Board (with the
assistance of the Executives counsel if the Executive so desires). No act, nor failure to act, on
the Executives part, shall be considered intentional unless he has acted, or failed to act, with
an absence of good faith and without a reasonable belief that his action or failure to act was in
the best interest of the Company. Notwithstanding anything contained in this Agreement to the
contrary, no failure to perform by the Executive after a Notice of Termination is given by the
Executive shall constitute Cause for purposes of this Agreement.
2.2
Change in Control
means any of the following events: (a) The acquisition in one or
more transactions by any
Person
(as the term person is used for purposes of Section 13(d) or
14(d) of the Securities Exchange Act of 1934, as amended (the
1934 Act
) of
Beneficial Ownership
(within the meaning of Rule 13d-3 promulgated under the 1934 Act) of twenty-five percent (25%) or
more of the combined voting power of the Companys then outstanding voting securities (the
Voting
Securities
),
provided
,
however
, that for purposes of this Section 2.2(a), the Voting Securities
acquired directly from the Company by any Person shall be excluded from the determination of such
Persons Beneficial Ownership of Voting Securities (but such Voting Securities shall be included in
the calculation of the total number of Voting Securities then outstanding); or
(b) The individuals who, as of September 28, 2000, are members of the Board (the
Incumbent
Board
), cease for any reason to constitute more than fifty percent (50%) of the Board;
provided
,
however
, that if the election, or nomination for election by the Companys stockholders, of any new
director was approved by a vote of at least two-thirds of the Incumbent Board, such new director
shall, for purposes of this Agreement, be considered as a member of the Incumbent Board; or
(c) Approval by stockholders of the Company of (1) a merger or consolidation involving the
Company if the stockholders of the Company, immediately before such merger or consolidation, do not
own, directly or indirectly immediately following such merger or consolidation, more than fifty
percent (50%) of the combined voting power of the outstanding voting securities of the corporation
resulting from such merger or consolidation in substantially the same proportion as their ownership
of the Voting Securities immediately before such merger or consolidation or (2) a complete
liquidation or dissolution of the Company or an agreement for the sale or other disposition of all
or substantially all of the assets of the Company; or
(d) Acceptance of stockholders of the Company of shares in a share exchange if the
stockholders of the Company, immediately before such share exchange, do not own, directly or
indirectly immediately following such share exchange, more than fifty percent (50%) of the combined
voting power of the outstanding voting securities of the corporation resulting from such share
exchange in substantially the same proportion as their ownership of the Voting Securities
outstanding immediately before such share exchange.
Page 2 of 15
Notwithstanding the foregoing, a Change in Control shall not be deemed to occur solely because
twenty-five percent (25%) or more of the then outstanding Voting Securities is acquired by (i) a
trustee or other fiduciary holding securities under one or more employee benefit plans maintained
by the Company or any of its subsidiaries, (ii) any corporation which, immediately prior to such
acquisition, is owned directly or indirectly by the stockholders of the Company in the same
proportion as their ownership of stock in the Company immediately prior to such acquisition, (iii)
any
Grandfathered Dorrance Family Stockholder
(as hereinafter defined) or (iv) any Person who has
acquired such Voting Securities directly from any Grandfathered Dorrance Family Stockholder but
only if such Person has executed an agreement which is approved by two-thirds of the Board and
pursuant to which such Person has agreed that she (or they) will not increase her (or their)
Beneficial Ownership (directly or indirectly) to 30% or more of the outstanding Voting Securities
(the
Standstill Agreement
) and only for the period during which the Standstill Agreement is
effective and fully honored by such Person.
For purposes of this Section,
Grandfathered Dorrance Family Stockholder
shall mean at any
time a
Dorrance Family Stockholder
(as hereinafter defined) who or which is at the time in
question the Beneficial Owner solely of (v) Voting Securities Beneficially Owned by such individual
on January 25, 1990, (w) Voting Securities acquired directly from the Company, (x) Voting
Securities acquired directly from another Grandfathered Dorrance Family Stockholder, (y) Voting
Securities which are also Beneficially Owned by other Grandfathered Dorrance Family Stockholders at
the time in question, and (z) Voting Securities acquired after January 25, 1990 other than directly
from the Company or from another Grandfathered Dorrance Family Stockholder by any
Dorrance
Grandchild
(as hereinafter defined),
provided
that the aggregate amount of Voting Securities so
acquired by each such Dorrance Grandchild shall not exceed five percent (5%) of the Voting
Securities outstanding at the time of such acquisition.
A
Dorrance Family Stockholder
who or which is at the time in question the Beneficial Owner
of Voting Securities which are not specified in clauses (v), (w), (x), (y) and (z) of the
immediately preceding sentence shall not be a Grandfathered Dorrance Family Stockholder at the time
in question. For purposes of this Section,
Dorrance Family Stockholders
shall mean individuals
who are descendants of the late Dr. John T. Dorrance, Sr. and/or the spouses, fiduciaries and
foundations of such descendants. A
Dorrance Grandchild
means as to each particular grandchild of
the late Dr. John T. Dorrance, Sr., all of the following taken collectively: such grandchild, such
grandchilds descendants and/or the spouses, fiduciaries and foundations of such grandchild and
such grandchilds descendants.
Moreover, notwithstanding the foregoing, a Change in Control shall not be deemed to occur
solely because any Person (the
Subject Person
) acquired Beneficial Ownership of more than the
permitted amount of the outstanding Voting Securities as a result of the acquisition of Voting
Securities by the Company which, by reducing the number of Voting Securities outstanding, increases
the proportional number of shares Beneficially Owned by the Subject Person,
provided
that if a
Change in Control would occur (but for the operation of this sentence) as a result of the
acquisition of Voting Securities by the Company, and after such share acquisition by the Company,
the Subject Person becomes the Beneficial Owner of any additional Voting Securities which increases
the percentage of the then outstanding Voting Securities Beneficially Owned by the Subject Person,
then a Change in Control shall occur.
(e) Notwithstanding anything contained in this Agreement to the contrary, if the Executives
employment is terminated by the Company without Cause within one year prior
Page 3 of 15
to a Change in Control and the Executive reasonably demonstrates that such termination (1) was
at the request of a Third Party (as defined in Section 2.4(b)) who effectuates a Change in Control
or (2) otherwise occurred in connection with or in anticipation of, a Change in Control, then, for
all purposes of this Agreement, the date of a Change in Control shall mean the date immediately
prior to the date of such Executives termination of employment.
2.3
Disability
means a physical or mental infirmity that impairs the Executives ability to
substantially perform his duties under this Agreement for a continous period of one hundred eighty
(180) days. Any question as to the existence of an Executives Disability upon which the Executive
and the Company cannot agree will be determined by a qualified independent physician selected by
the Executive and the Company. If the Company and the Executive cannot agree on a physician, the
Chief of Staff of Thomas Jefferson Hospital in Philadelphia, Pennsylvania shall select a physician.
The determination of such physician made in writing to the Company and to the Executive shall be
final and conclusive for all purposes of this Agreement.
2.4 (a)
Good Reason
means the occurrence after a Change in Control of any of the events or
conditions described in subsections (1) through (7) hereof:
(1) a change in the Executives position or responsibilities (including
reporting responsibilities) which represents a material adverse change from his
position or responsibilities as in effect immediately prior to such Change in
Control; the assignment to the Executive of any duties or responsibilities which, in
the Executives reasonable judgment, are inconsistent with his status, position or
responsibilities; or any removal of the Executive from or failure to reappoint or
reelect the Executive to any of such offices or positions, except in connection with
the termination of his employment for Disability, Cause, death or by the Executive
other than for Good Reason;
(2) a reduction in the Executives base salary by a material amount or any
failure to pay the Executive any compensation or benefits to which he is entitled
within thirty (30) days of the date due;
(3) the Companys requiring the Executive to be based at any place outside a
50-mile radius from his principal place of employment immediately prior to such
Change in Control, except for reasonably required travel on the Companys business
which is not greater than such travel requirements prior to the Change in Control;
(4) the failure by the Company to (A) continue in effect (without reduction in
benefit level, and/or reward opportunities) any compensation or employee benefit
plan in which the Executive was participating immediately prior to the Change in
Control, unless a substitute or replacement plan has been implemented which provides
substantially identical compensation or benefits to the Executive or (B) provide the
Executive with compensation and benefits, in the aggregate, at least equal (in terms
of benefit levels and/or reward opportunities) to those provided for under each
other compensation or employee benefit plan, program and practice as in effect
immediately prior to the Change in Control (or as in effect following the Change in
Control, if greater);
Page 4 of 15
(5) any material breach by the Company of any provision of this Agreement;
(6) any purported termination of the Executives employment for Cause by the
Company which does not comply with the terms of Section 2.1; or
(7) the failure of the Company to obtain an agreement, satisfactory to the
Executive, from any successor or assign of the Company to assume and agree to
perform this Agreement, as contemplated in Section 7 hereof.
(b) (1) A Good Reason termination shall not occur unless the Executive gives
notice to the Company that an event or condition described in Sections 2.4(a) (1)
through (7) has occurred within a time period not to exceed ninety (90) days from
the date of first occurrence of one of these events or conditions, and the Company
shall have at least thirty (30) days from the time of that notice in which to remedy
the event or condition described in Sections 2.4(1) through (7).
(2) Any event or condition described in Section 2.4(a)(1) through (7) which
occurs prior to a Change in Control but which the Executive reasonably demonstrates
(1) was at the request of a third party who has indicated an intention or taken
steps reasonably calculated to effect a Change in Control (a
Third Party
), or (2)
otherwise arose in connection with or in anticipation of a Change in Control, shall
constitute Good Reason for purposes of this Agreement notwithstanding that it
occurred prior to the Change in Control.
(c) The Executives right to terminate his employment pursuant to this Section 2.4 shall not
be affected by his incapacity due to physical or mental illness.
3.
Severance and Benefits.
3.1 If, during the Term, the Executives employment with the Company is terminated within
twenty-four (24) months following a Change in Control, the Executive shall be entitled to the
following compensation and benefits:
(a) If the Executives employment with the Company is terminated (1) by the Company for Cause
or Disability, (2) by reason of the Executives death, or (3) by the Executive other than for Good
Reason, the Company shall pay the Executive all amounts earned or accrued through the Termination
Date (as hereinafter defined) but not paid as of the Termination Date, including (i) base salary
(at the rate then in effect), (ii) reimbursement for reasonable and necessary expenses incurred by
the Executive on behalf of the Company during the period ending on the Termination Date, and (iii)
vacation pay (collectively,
Accrued Compensation
). In addition to the foregoing, if the
Executives employment is terminated by the Company for Disability or by reason of the Executives
death, the Company shall pay to the Executive or his beneficiaries an amount equal to the Pro Rata
Bonus (as hereinafter defined). The
Pro Rata Bonus
is an amount equal to the Bonus Amount (as
hereinafter defined) multiplied by a fraction the numerator of which is the number of days in such
fiscal year through the Termination Date and the denominator of which is 365. The term
Bonus
Amount
shall mean the greater of the (x) Executives target bonus under the Campbell Soup Company
Annual Incentive Plan for the
Page 5 of 15
fiscal year in which the Termination Date occurs or (y) average of the annual bonuses paid or
payable to the Executive during the two full fiscal years immediately prior to the Termination
Date. Executives entitlement to any other compensation or benefits shall be determined in
accordance with the Companys employee benefit plans and other applicable programs and practices
then in effect.
(b) If the Executives employment with the Company is terminated (other than by reason of
death), (1) by the Company other than for Cause or Disability or (2) by the Executive for Good
Reason, the Executive shall be entitled to the following benefits provided below:
(i) The Company shall pay the Executive all Accrued Compensation and a Pro-Rata
Bonus (each as defined in Section 3.1(a)).
(ii) The Company shall pay the Executive as severance pay and in lieu of any
further compensation for periods subsequent to the Termination Date, a single sum
cash payment (the Severance Amount) equal to the amount set forth in paragraph (a)
on Schedule A.
(iii) For a number of months equal to the lesser of (A) the number of months
set forth in paragraph (b) on Schedule A or (B) the number of months remaining until
the Executives 65th birthday (the
Continuation Period
), the Company shall at its
expense continue to provide the Executive and his dependents and beneficiaries the
life insurance and medical benefits in an amount equal to the greater of: (x) the
greater of (1) such benefits provided to the Executive at any time during the 90-day
period immediately prior to the Change in Control or (2) the benefits provided to
the Executive at any time following the Change in Control or (y) the benefits
provided to other similarly situated executives who continue in the employ of the
Company during the Continuation Period. The coverage and benefits (including
deductibles and costs) provided in this Section 3.1(b)(iii) during the Continuation
Period shall be no less favorable to the Executive and his dependents and
beneficiaries, than the most favorable of such coverages and benefits provided
during any of the periods referred to in clauses (x) and (y) above. The Companys
obligation hereunder with respect to the foregoing benefits shall be limited to the
extent that the Executive obtains any such benefits pursuant to a subsequent
employers benefit plans, in which case the Company may reduce the coverage of any
benefits it is required to provide the Executive hereunder as long as the aggregate
coverages and benefits of the combined benefit plans is no less favorable to the
Executive than the coverages and benefits required to be provided hereunder. This
subsection (iii) shall not be interpreted so as to limit any benefits to which the
Executive, his dependents or beneficiaries may be entitled under any of the
Companys employee benefit plans, programs or practices following the Executives
termination of employment, including without limitation, life insurance benefits.
(iv) The Company shall pay the Executive a single sum cash payment equal to the
actuarial equivalent of the excess of (A) the Supplemental Retirement Benefit (as
defined below) (determined as a straight life annuity commencing at age 65)
determined as if (w) the Executive remained employed by the Company
Page 6 of 15
and accumulated additional months of credited service as set forth in paragraph (c)
on Schedule A (but in no event shall the Executive be deemed to have accumulated
additional credited service after attaining age 65), (x) his annual compensation
during such period had been equal to the sum of (A) the greater of (1) the
Executives annual base salary in effect at any time during the 90-day period
immediately prior to the Change in Control or (2) the Executives annual base salary
in effect at any time following the Change in Control and (B) the Bonus Amount, (y)
the Company and/or the Subsidiary or division made employer contributions to each
defined contribution plan in which the Executive was a participant at the
Termination Date (in an amount equal to the amount of such contribution for the
applicable plan year immediately preceding the Termination Date) and (z) the
Executive had been fully (100%) vested in his benefit under each retirement plan in
which the Executive was a participant, over (B) the lump sum actuarial equivalent of
the aggregate retirement benefit the Executive has actually accrued under such
retirement plans (determined as a straight life annuity commencing at age 65). For
purposes of this subsection (iv), the
Supplemental Retirement Benefit
shall mean
the lump sum actuarial equivalent of the aggregate retirement benefit the Executive
would have been entitled to receive under the Companys supplemental and other
retirement plans including, but not limited to, the Campbell Soup Company Retirement
and Pension Plan for Salaried Employees, the Campbell Soup Company Supplemental
Employees Retirement Benefit Plan (collectively referred to as the
Retirement
Plan
), the Campbell Soup Company Mid-Career Hire Pension Plan, the Campbell Soup
Company Savings and 401(k) Plan for Salaried Employees and the Campbell Soup Company
Deferred Compensation Plan. For purposes of this subsection (iv), the
actuarial
equivalent
shall be determined in accordance with the actuarial assumptions used
for the calculation of benefits under the Company Retirement and Pension Plan for
Salaried Employees as applied prior to the Termination Date in accordance with such
plans past practices.
(v) In the event that the Executive has unvested outstanding incentive awards
(including restricted stock and performance shares or units, stock options or stock
appreciation rights, hereinafter collectively referred to as the
Incentive Awards
)
pursuant to the terms of the Companys long-term incentive plans or under any
subsequent incentive plan or arrangement on his Termination Date, then (A) all such
Incentive Awards shall vest and any restrictions thereon shall lapse as follows:
(i) all such Incentive Awards (other than performance related awards) shall vest or
become exercisable immediately and any restrictions thereon shall lapse and (ii) any
performance related awards shall vest or become exercisable and any restrictions
thereon shall lapse on a pro-rata portion of such awards based on the portion of the
relevant performance period that has expired as of the Termination Date (but in no
event shall such performance related award vest, become exercisable or restrictions
lapse with respect to less than 50% of the total outstanding awards);
provided
, that
such accelerated vesting shall apply first to those awards which have been
outstanding the longest, and (B) the Executive shall have the right to require the
Company to purchase, for cash, any shares of unrestricted stock or shares purchased
upon exercise of any options, at a price
Page 7 of 15
equal to the fair market value of such shares on the date of purchase by the
Company.
(c) The amounts provided for in Sections 3.1(a) and 3.1(b)(i), (ii), (iv) and (v) (with
respect to performance units) shall be paid within thirty (30) days after the Executives
Termination Date.
(d) The Executive shall not be required to mitigate the amount of any payment provided for in
this Agreement by seeking other employment or otherwise and no such payment shall be offset or
reduced by the amount of any compensation or benefits provided to the Executive in any subsequent
employment except as provided in Section 3.1(b)(iii).
3.2 The severance pay and benefits provided for in Sections 3.1(a) and 3.1(b)(i) and (ii)
shall be in lieu of any other severance pay to which the Executive may be entitled under any
Company severance plan, program or arrangement (including, without limitation, the Companys
Special Severance Protection Program).
4.
Notice of Termination
. Following a Change in Control, any purported termination of the
Executives employment by the Company or by the Executive shall be communicated by written Notice
of Termination to the other party in accordance with Section 9. For purposes of this Agreement, a
Notice of Termination
shall mean a notice which indicates the specific termination provision in
this Agreement relied upon and shall set forth in reasonable detail the facts and circumstances
claimed to provide a basis for termination of the Executives employment under the provision so
indicated. For purposes of this Agreement, no such purported termination shall be effective
without such Notice of Termination.
5.
Termination Date
. For purposes of this Agreement, Termination Date means, in the case of
the Executives death, his date of death, and in all other cases, the date specified in the Notice
of Termination subject to the following:
(a) If the Executives employment is terminated by the Company for Cause or due to Disability,
the date specified in the Notice of Termination shall be at least thirty (30) days from the date
the Notice of Termination is given to the Executive,
provided
that in the case of Disability the
Executive shall not have returned to the full-time performance of his duties during such period of
at least thirty (30) days; and
(b) If the Executive resigns for Good Reason, the date specified in the Notice of Termination
shall not be more than sixty (60) days from the date the Notice of Termination is given to the
Company.
(c) Notwithstanding any other provision in this Agreement to the contrary, the termination of
the Executives employment in connection with the sale, divestiture or other disposition of a
division, group or business unit of the Company (or part thereof) at which the Executive was
employed at the time of such sale, divestiture or other disposition, shall not be deemed to be a
termination of employment of the Executive for purposes of this Agreement,
provided
the Executive
is offered employment by the purchaser or acquiror of such division,
group or business unit of the Company and the Company obtains an agreement from such purchaser
or acquiror as contemplated in Section 7(c) and
provided, further,
that the Executive shall not be
entitled to any benefits from the Company under this Agreement as a result of such
Page 8 of 15
sale,
divestiture, or other disposition, or as a result of any subsequent termination of employment.
This Section 5 (c) will only apply in the event that (i) the Executives employment is terminated
by the Company without Cause or the Executive resigns for Good Reason on or after the occurrence of
a Change in Control or (ii) the Executives employment is terminated by the Company without Cause
within one year prior to a Change in Control and the Executive reasonably demonstrates that such
termination (y) was at the request of a Third Party who effectuates a Change in Control or (z)
otherwise occurred in connection with, or in anticipation of, a Change in Control.
6.
Excise Tax Payment.
6.1 (a) If any amount or benefit payable to the Executive under this Agreement and under any
other agreement, plan or program of the Company (such payments and benefits referred to as a
Payment
) is subject to the excise tax imposed under Section 4999 of the Internal Revenue Code of
1986, as amended (the
Code
) or any similar federal or state law (an
Excise Tax
), the Company
shall pay to the Executive an additional amount (the
Gross Up Amount
) in cash, equal to (i) the
amount of the Excise Tax, plus (ii) the aggregate amount of any interest, penalties, fines or
additions to any tax which is imposed in connection with the imposition of such Excise Tax, plus
(iii) all income, excise and other applicable taxes imposed on the Executive under the laws of any
federal, state or local government or taxing authority by reason of the payments required under
clause (i) and clause (ii) and this clause (iii);
provided
,
however
, that a Gross Up Amount will
not be paid to the Executive unless the aggregate amount of Payments received by the Executive
which constitute parachute payments under Section 280G(b)(2) of the Code equals or exceeds the
product of 3.1 multiplied by the amount of the Executives base amount as such term is defined in
Section 280G(b)(3) of the Code (the
Base Amount
).
(b) For purposes of determining the Gross Up Amount, the Executive shall be deemed to be taxed
at the highest marginal rate under all applicable local, state, federal and foreign income tax laws
for the year in which the Gross Up Amount is paid. The Gross Up Amount payable with respect to an
Excise Tax shall be paid by the Company coincident with the Payment with respect to which such
Excise Tax relates.
(c) All calculations under this Section 6.1 shall be made by a nationally recognized
accounting firm designated by the Company and reasonably acceptable to the Executive (other than
the accounting firm that is regularly engaged by any party who has effectuated a Change in Control)
(the
Accounting Firm
). The Company shall pay all fees and expenses of such Accounting Firm. The
Accounting Firm shall provide its calculations, together with detailed supporting documentation,
both to the Company and the Executive within 15 days after the Termination Date (or such earlier
time as is requested by the Company) and, if applicable, a reasonable opinion to the Executive that
he is not required to report any Excise Tax on his federal income tax return with respect to the
Payment (collectively, the
Determination
). Within 5 days of the Executives receipt of the
Determination, the Executive shall have the right to dispute the Determination (the
Dispute
).
The existence of the Dispute shall not in any way affect the right of the Executive to receive the
Payments in accordance with the Determination. If the Executive is successful in the Dispute, the
Company shall pay the Executive any additional
amount determined by the Accounting Firm to be due under this Section 6.1 (together with
interest thereon at a rate equal to 120% of the federal short-term rate determined under Section
1274(d) of the Code) promptly after such determination.
Page 9 of 15
(d) If there is no Dispute, the final determination by the Accounting Firm shall be conclusive
and binding upon all parties unless the Internal Revenue Service, a court of competent
jurisdiction, or such other duly empowered governmental body or agency (a
Tax Authority
)
determines that the Executive owes a greater or lesser amount of Excise Tax with respect to any
Payment than the amount determined by the Accounting Firm.
(e) If a Taxing Authority makes a claim against the Executive which, if successful, would
require the Company to make a payment under this Section 6.1, the Executive agrees to contest the
claim on request of the Company subject to the following conditions:
(i) The Executive shall notify the Company of any such claim within 10 days of
becoming aware thereof. In the event that the Company desires the claim to be
contested, it shall promptly (but in no event more than 30 days after the notice
from the Executive or such shorter time as the Taxing Authority may specify for
responding to such claim) request the Executive to contest the claim. The Executive
shall not make any payment of any tax which is the subject of the claim before he
has given the notice or during the 30-day period thereafter unless the Executive
receives written instructions from the Company to make such payment together with an
advance of funds sufficient to make the requested payment plus any amounts payable
under this Section 6.1 determined as if such advance were an Excise Tax, in which
the Executive will act promptly in accordance with such instructions.
(ii) If the Company so requests, the Executive will contest the claim by either
paying the tax claimed and suing for a refund in the appropriate court or contesting
the claim in the United States Tax Court or other appropriate court, as directed by
the Company;
provided, however
, that any request by the Company for the Executive to
pay the tax shall be accompanied by an advance from the Company to the Executive of
funds sufficient to make the requested payment plus any amounts under this Section
6.1 determined as if such advance were an Excise Tax. If directed by the Company in
writing the Executive will take all action necessary to compromise or settle the
claim, but in no event will the Executive compromise or settle the claim or cease to
contest the claim without the written consent of the Company;
provided, however
,
that the Executive may take any such action if the Executive waives in writing his
right to a payment under this Section 6.1 for any amounts payable in connection with
such claim. The Executive agrees to cooperate in good faith with the Company in
contesting the claim and to comply with any reasonable request from the Company
concerning the contest of the claim, including the pursuit of administrative
remedies, the appropriate forum for any judicial proceedings, and the legal basis
for contesting the claim. Upon request of the Company, the Executive shall take
appropriate appeals of any judgment or decision that would require the Company to
make a payment under this Section 6.1. Provided that the Executive is in compliance
with the provisions of this subparagraph (ii), the Company shall be liable for and
indemnify the Executive against any loss in connection with, and all costs and
expenses, including attorneys fees, which may be incurred as a result of,
contesting the claim, and shall provide to the Executive within 30 days after each
written request therefor by the Executive cash advances or reimbursement for all
Page 10 of 15
such costs and expenses actually incurred or reasonably expected to be incurred by
the Executive as a result of contesting the claim.
(f) Should a Tax Authority ultimately determine that an additional Excise Tax is owed, then
the Company shall pay an additional Gross Up Amount to the Executive in a manner consistent with
this Section 6.1 with respect to any additional Excise Tax and any assessed interest, fines, or
penalties. If any Excise Tax as calculated by the Company or the Accounting Firm, as the case may
be, is finally determined by a Tax Authority to exceed the amount required to be paid under
applicable law, then the Executive shall repay such excess to the Company within 30 days of such
determination;
provided,
that such repayment shall be reduced by the amount of any taxes paid by
the Executive on such excess which is not offset by the tax benefit attributable to the repayment.
6.2 If (i) the aggregate amount of any Payments received by the Executive which constitute
parachute payments under Section 280G(b)(2) of the Code equals less than the product of 3.1
multiplied by the Executives Base Amount, and is subject to an Excise Tax, or (ii) if the
provisions of Section 7 of this Agreement are invoked, with respect to the Executive, then the
Company and the Executive agree that the following provisions shall apply:
(A) Notwithstanding anything contained in this Agreement to the contrary, to the extent that
any or all Payments would be subject to the imposition of an Excise Tax, the Payments shall be
reduced (but not below zero) if and to the extent that such reduction would result in the Executive
retaining a larger amount, on an after tax basis (taking into account federal, state and local
income taxes and the imposition of the Excise Tax), than if the Executive received all of the
Payments (such reduced amount is hereinafter referred to as the
Limited Payment Amount
). Unless
the Executive shall have given prior written notice specifying a different order to the Company to
effectuate the limitations described in the preceding sentence, the Company shall reduce or
eliminate the Payments, by first reducing or eliminating those payments or benefits which are not
payable in cash and then by reducing or eliminating cash payments, in each case in reverse order
beginning with payments or benefits which are to be paid the farthest in time from the
Determination. Any notice given by the Executive pursuant to the preceding sentence shall take
precedence over the provisions of any other plan, arrangement or agreement governing the
Executives rights and entitlements to any benefits or compensation.
(B) All calculations required to be made under this Section 6.2 shall be made, at the
Companys expense, by an Accounting Firm. The Accounting Firm shall provide their Determination,
both to the Company and the Executive within 15 days after the Executives Termination Date (or
such earlier time as is requested by the Company) and, with respect to the Limited Payment Amount,
a reasonable opinion to the Executive that he is not required to report any Excise Tax on his
federal income tax return with respect to the Limited Payment Amount. Within 5 days of the
Executives receipt of the Determination, the Executive shall have the right to Dispute the
Determination. The existence of the Dispute shall not in any way affect the right of the Executive
to receive the Payments in accordance with the Determination. If there is no Dispute, the
Determination by the Accounting Firm shall be final binding and conclusive upon the Company and the
Executive (except as provided in Subsection (C) below).
(C) If it is established that the Payments made to, or provided for the benefit of, the
Executive either have been made or have not been made by the Company, in a manner inconsistent with
the limitations provided in Subsection (A) (hereinafter referred to as an
Excess
Page 11 of 15
Payment
or
Underpayment
, respectively), then the provisions of this Subsection (C) shall apply. If it is
established pursuant to a final determination of a court or an Internal Revenue Service (the
IRS
)
proceeding which has been finally and conclusively resolved, that an Excess Payment has been made,
such Excess Payment shall be deemed for all purposes to be a loan to the Executive made on the date
the Executive received the Excess Payment and the Executive shall repay the Excess Payment to the
Company on demand, together with interest on the Excess Payment at the applicable federal rate (as
defined in Section 1274(d) of the Code) from the date of the Executives receipt of such Excess
Payment until the date of such repayment. In the event that it is determined by (i) the Accounting
Firm, the Company (which shall include the position taken by the Company, or together with its
consolidated group, on its federal income tax return) or the IRS, (ii) pursuant to a determination
by a court, or (iii) upon the resolution to the satisfaction of the Executive of the Dispute, that
an Underpayment has occurred, the Company shall pay an amount equal to the Underpayment to the
Executive within 10 days of such determination or resolution together with interest on such amount
at the applicable federal rate from the date such amount would have been paid to the Executive
until the date of payment.
7.
Successors; Binding Agreement.
(a) This Agreement shall be binding upon and shall inure to the benefit of the Company, its
successors and assigns and the Company shall require any successor or assign to expressly assume
and agree to perform this Agreement in the same manner and to the same extent that the Company
would be required to perform it if no such succession or assignment had taken place. In such
event, the term the
Company
as used herein shall include such successors and assigns. The term
successors and assigns
as used herein shall mean a corporation or other entity acquiring all or
substantially all the assets and business of the Company (including this Agreement) whether by
operation of law or otherwise.
(b) Neither this Agreement nor any right or interest hereunder shall be assignable or
transferable by the Executive, his beneficiaries or legal representatives, except by will or by the
laws of descent and distribution. This Agreement shall inure to the benefit of and be enforceable
by the Executives legal personal representative.
(c) In the event that one or more divisions, groups and business units of the Company (or
parts thereof) that the Executive is primarily associated with (or part thereof) are sold,
divested, or otherwise disposed of by the Company subsequent to a Change in Control, the Company
shall require such purchaser or acquiror, as a condition precedent to such purchase or acquisition,
to assume, and agree to perform the Companys obligations under this Agreement, in the same manner,
and to the same extent that the Company would be required to perform if no such acquisition or
purchase had taken place. In such circumstances, the purchaser or acquiror shall be solely
responsible for providing any payments or benefits payable under this Agreement to the Executive.
8.
Fees and Expense
. The Company shall pay all legal fees and related expenses (including the
costs of experts, evidence and counsel) incurred by the Executive as they become due as a result of
(a) the Executives termination of employment (including all such fees and expenses, if any,
incurred in contesting or disputing any such termination of employment), (b) the Executive seeking
to obtain or enforce any right or benefit provided by this Agreement or by any other plan or
arrangement maintained by the Company under which the Executive is or may be entitled to receive
benefits, or (c) the Executives hearing before the Board as
Page 12 of 15
contemplated in Section 2.1 of this
Agreement;
provided, however
, that the circumstances set forth in clauses (a) and (b) (other than
as a result of the Executives termination of employment under circumstances described in Section
2.2(e)) occurred on or after a Change in Control.
9.
Notice
. For the purposes of this Agreement, notices and all other communications provided
for in the Agreement (including the Notice of Termination) shall be in writing and shall be deemed
to have been duly given when personally delivered or sent by certified mail, return receipt
requested, postage prepaid, addressed to the respective addresses last given by each party to the
other,
provided
that all notices to the Company shall be directed to the attention of the Board
with a copy to the Secretary of the Company. All notices and communications shall be deemed to
have been received on the date of delivery thereof or on the third business day after the mailing
thereof, except that notice of change of address shall be effective only upon receipt.
10.
Non-exclusivity of Rights
. Nothing in this Agreement shall prevent or limit the
Executives continuing or future participation in any benefit, bonus, incentive or other plan or
program provided by the Company or any of its subsidiaries and for which the Executive may qualify,
nor shall anything herein limit or reduce such rights as the Executive may have under any other
agreements with the Company or any of its subsidiaries;
provided, however
, to the extent that the
Executive receives benefits under this Agreement, he will not be entitled to severance pay or
benefits under any other severance plan, program, policy or arrangement of the Company, including,
without limitation, the Companys Special Severance Protection Program. Amounts which are vested
benefits or which the Executive is otherwise entitled to receive under any plan, program or
arrangement of the Company or any of its subsidiaries shall be payable in accordance with such
plan, program or arrangement except as expressly modified by this Agreement.
11.
Settlement of Claims
. The Companys obligation to make the payments provided for in this
Agreement and otherwise to perform its obligations hereunder shall not be affected by any
circumstances, including, without limitation, any set-off, counterclaim, recoupment, defense or
other right which the Company may have against the Executive or others.
12.
Miscellaneous
. No provision of this Agreement may be modified, waived, amended or
discharged unless such waiver, modification or discharge is agreed to in writing and signed by the
Executive and the Company. No waiver by either party hereto at any time of any breach by the other
party hereto of, or compliance with, any condition or provision of this Agreement to be performed
by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at
the same or at any prior or subsequent time. No agreement or representations, oral
or otherwise, express or implied, with respect to the subject matter hereof have been made by
either party which are not expressly set forth in this Agreement.
13.
Employment Status
. This Agreement does not constitute a contract of employment or impose
on the Company any obligation to retain the Executive, or any obligation on the Executive to remain
in the employment of the Company.
14.
Governing Law
. This Agreement shall be governed by and construed and enforced in
accordance with the laws of the State of New Jersey, without reference to the principles of
conflicts of laws. Each party hereto consents to in personam jurisdiction and venue
Page 13 of 15
in the United
States District Court of New Jersey. In the event that the United States District Court of New
Jersey should lack subject matter jurisdiction, the parties consent to jurisdiction and venue in a
court of competent jurisdiction in Camden County in the State of New Jersey.
15.
Withholding
. The Company may withhold from all payments due to Executive (or his
beneficiary or estate) under this Agreement all applicable federal, state, local and foreign income
and employment taxes.
16.
Severability
. The provisions of this Agreement shall be deemed severable and the
invalidity or unenforceability of any provision shall not affect the validity or enforceability of
the other provisions hereof.
17.
Counterparts
. This Agreement may be executed in several counterparts, each of which shall
be deemed to be an original but all of which together will constitute one and the same instrument.
18.
Headings
. The headings contained in this Agreement are intended solely for convenience
and shall not control or affect the meaning or construction of the provisions of this Agreement.
19.
Entire Agreement
. This Agreement constitutes the entire agreement between the parties
hereto with respect to the subject matter hereof and, in the event of a Change in Control,
supersedes all prior agreements (including, without limitation, the Companys Special Severance
Protection Program), understandings and arrangements, whether oral or written, between the parties
hereto with respect to such subject matter.
IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by its duly
authorized officer and the Executive has executed this Agreement as of the day and year first above
written.
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ATTEST:
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Campbell Soup Company
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By:
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Corporate Secretary
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President and
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Chief Executive Officer
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By:
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Executive
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Page 14 of 15
Schedule A to Severance Protection Agreement
(a) The Executives Severance Amount provided for in Section 3.1 (b) (ii) shall equal the
severance pay multiple set forth below next to the Executives salary grade level at the
Termination Date multiplied by the sum of (A) the greater of (1) the Executives annual base salary
in effect at any time during the 90-day period immediately prior to the Change in Control or (2)
the Executives annual base salary in effect at any time following the Change in Control and (B)
the Bonus Amount.
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Salary Grade Level at Termination Date
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Severance Pay Multiple
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42 44
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1.5
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46 48
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2.0
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50 and above
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2.5
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(b) The Benefits Continuation Period provided for in Section 3.1 (b) (iii) shall be
determined using the number of months set forth below next to the Executives salary grade level at
the Termination Date.
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Salary Grade Level at Termination Date
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Benefits Continuation Period
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42 44
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18 months
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46 48
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24 months
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50 and above
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30 months
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(c) The additional service credit provided for in Section 3.1 (b) (iv) (w) shall be equal to
the number of months set forth below next to the Executives salary grade level at the Termination
Date.
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Salary Grade Level at Termination Date
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Additional Service Credit
|
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42 44
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18 months
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46 48
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24 months
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50 and above
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30 months
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Page 15 of 15
EXHIBIT 10 (d)
FORM OF NON-U.S.
SEVERANCE PROTECTION AGREEMENT
FOR EXECUTIVES DESIGNATED BY THE PRESIDENT
THIS AGREEMENT made as of <DATE>, by and between Campbell Soup Company (the
Company
)
and <NAME> (the
Executive
).
WHEREAS, the Board of Directors of the Company (the
Board
) recognizes that the possibility
of a Change in Control (as hereinafter defined) exists and that the threat of or the occurrence of
a Change in Control may result in the departure or in significant distractions of its key
management personnel because of the uncertainties inherent in such a situation;
WHEREAS, the Executive is employed by the Company or one of its subsidiaries or affiliates
(the Employer).
WHEREAS, the Board has, as recommended and approved by the Compensation and Organization
Committee (the
Committee
), determined that it is essential and in the best interest of the
Company and its stockholders for the Employer to retain the services of the Executive in the event
of a threat or occurrence of a Change in Control and to ensure his continued dedication and efforts
in such event without undue concern for his personal financial and employment security; and
WHEREAS, in order to induce the Executive to remain in the employ of the Employer and to
encourage the continued attention and dedication of the Executive, particularly in the event of a
threat or the occurrence of a Change in Control, the Company desires to enter into this Agreement
with the Executive as a supplemental agreement to his employment contract if any, with the
Employer to provide the Executive with certain benefits in the event his employment is terminated
as a result of, or in connection with, a Change in Control.
NOW, THEREFORE, in consideration of the respective agreements of the parties contained herein,
it is agreed as follows:
1.
Term of Agreement.
The term of this Agreement (the
Term
) shall commence on <DATE>,
and shall continue in effect until the third anniversary of such
date;
provided, however,
that
commencing on the second anniversary of such date and on each anniversary thereafter, the term of
this Agreement shall automatically be extended for one (1) year unless either the Company or the
Executive shall have given written notice to the other at least ninety (90) days prior thereto that
the Term of this Agreement shall not be so extended; and
provided,
further, however,
that
notwithstanding any such notice by the Company not to extend, the Term shall not expire prior to
the expiration of twenty-four (24) months after the occurrence of a Change in Control that occurs
prior to the end of the Term.
Page 1 of 16
2.
Definitions.
2.1
Cause
means a termination evidenced by a resolution adopted in good faith by no less
than two-thirds of the Board that the Executive (a) intentionally and continually failed to
substantially perform his duties with the Employer (other than a failure resulting from the
Executives incapacity due to physical or mental illness) which failure continued for a period of
at least thirty (30) days after a written notice of demand for substantial performance has been
delivered to the Executive specifying the manner in which the Executive has failed to substantially
perform, or (b) intentionally engaged in conduct which is demonstrably and materially injurious to
the Employer or the Company, monetarily or otherwise;
provided, however,
that no termination of the
Executives employment shall be for Cause as set forth in clause (b) above until (x) there shall
have been delivered to the Executive a copy of a written notice setting forth that the Executive
was guilty of the conduct set forth in clause (b) and specifying the particulars thereof in detail,
and (y) the Executive shall have been provided an opportunity to be heard by the Board (with the
assistance of the Executives counsel if the Executive so desires). No act, nor failure to act, on
the Executives part, shall be considered intentional unless he has acted, or failed to act, with
an absence of good faith and without a reasonable belief that his action or failure to act was in
the best interest of the Employer or the Company. Notwithstanding anything contained in this
Agreement to the contrary, no failure to perform by the Executive after a Notice of Termination is
given by the Executive shall constitute Cause for purposes of this Agreement.
2.2
Change in Control
means any of the following events: (a) The acquisition in one or
more transactions by any
Person
(as the term person is used for purposes of Section 13(d) or
14(d) of the Securities Exchange Act of 1934, as amended (the
1934 Act
) of
Beneficial Ownership
(within the meaning of Rule 13d-3 promulgated under the 1934 Act) of twenty-five percent (25%) or
more of the combined voting power of the Companys then outstanding voting securities (the
Voting
Securities
),
provided
,
however
, that for purposes of this Section 2.2(a), the Voting Securities
acquired directly from the Company by any Person shall be excluded from the determination of such
Persons Beneficial Ownership of Voting Securities (but such Voting Securities shall be included in
the calculation of the total number of Voting Securities then outstanding); or
(b) The individuals who, as of September 28, 2000, are members of the Board (the
Incumbent
Board
), cease for any reason to constitute more than fifty percent (50%) of the Board;
provided
,
however
, that if the election, or nomination for election by the Companys stockholders, of any new
director was approved by a vote of at least two-thirds of the Incumbent Board, such new director
shall, for purposes of this Agreement, be considered as a member of the Incumbent Board; or
(c) Approval by stockholders of the Company of (1) a merger or consolidation involving the
Company if the stockholders of the Company, immediately before such merger or consolidation, do not
own, directly or indirectly immediately following such merger or consolidation, more than fifty
percent (50%) of the combined voting power of the outstanding voting securities of the corporation
resulting from such merger or consolidation in substantially the same proportion as their ownership
of the Voting Securities immediately before such merger
Page 2 of 16
or consolidation or (2) a complete liquidation or dissolution of the Company or an agreement
for the sale or other disposition of all or substantially all of the assets of the Company; or
(d) Acceptance of stockholders of the Company of shares in a share exchange if the
stockholders of the Company, immediately before such share exchange, do not own, directly or
indirectly immediately following such share exchange, more than fifty percent (50%) of the combined
voting power of the outstanding voting securities of the corporation resulting from such share
exchange in substantially the same proportion as their ownership of the Voting Securities
outstanding immediately before such share exchange.
Notwithstanding the foregoing, a Change in Control shall not be deemed to occur solely because
twenty-five percent (25%) or more of the then outstanding Voting Securities is acquired by (i) a
trustee or other fiduciary holding securities under one or more employee benefit plans maintained
by the Company or any of its subsidiaries, (ii) any corporation which, immediately prior to such
acquisition, is owned directly or indirectly by the stockholders of the Company in the same
proportion as their ownership of stock in the Company immediately prior to such acquisition, (iii)
any
Grandfathered Dorrance Family Stockholder
(as hereinafter defined) or (iv) any Person who has
acquired such Voting Securities directly from any Grandfathered Dorrance Family Stockholder but
only if such Person has executed an agreement which is approved by two-thirds of the Board and
pursuant to which such Person has agreed that she (or they) will not increase her (or their)
Beneficial Ownership (directly or indirectly) to 30% or more of the outstanding Voting Securities
(the
Standstill Agreement
) and only for the period during which the Standstill Agreement is
effective and fully honored by such Person.
For purposes of this Section,
Grandfathered Dorrance Family Stockholder
shall mean at any
time a
Dorrance Family Stockholder
(as hereinafter defined) who or which is at the time in
question the Beneficial Owner solely of (v) Voting Securities Beneficially Owned by such individual
on January 25, 1990, (w) Voting Securities acquired directly from the Company, (x) Voting
Securities acquired directly from another Grandfathered Dorrance Family Stockholder, (y) Voting
Securities which are also Beneficially Owned by other Grandfathered Dorrance Family Stockholders at
the time in question, and (z) Voting Securities acquired after January 25, 1990 other than directly
from the Company or from another Grandfathered Dorrance Family Stockholder by any
Dorrance
Grandchild
(as hereinafter defined),
provided
that the aggregate amount of Voting Securities so
acquired by each such Dorrance Grandchild shall not exceed five percent (5%) of the Voting
Securities outstanding at the time of such acquisition.
A
Dorrance Family Stockholder
who or which is at the time in question the Beneficial Owner
of Voting Securities which are not specified in clauses (v), (w), (x), (y) and (z) of the
immediately preceding sentence shall not be a Grandfathered Dorrance Family Stockholder at the time
in question. For purposes of this Section,
Dorrance Family Stockholders
shall mean individuals
who are descendants of the late Dr. John T. Dorrance, Sr. and/or the spouses, fiduciaries and
foundations of such descendants. A
Dorrance Grandchild
means as to each particular grandchild of
the late Dr. John T. Dorrance, Sr., all of the following taken collectively: such grandchild, such
grandchilds descendants and/or the spouses, fiduciaries and foundations of such grandchild and
such grandchilds descendants.
Moreover, notwithstanding the foregoing, a Change in Control shall not be deemed to occur
solely because any Person (the
Subject Person
) acquired Beneficial
Page 3 of 16
Ownership of more than the permitted amount of the outstanding Voting Securities as a result
of the acquisition of Voting Securities by the Company which, by reducing the number of Voting
Securities outstanding, increases the proportional number of shares Beneficially Owned by the
Subject Person,
provided
that if a Change in Control would occur (but for the operation of this
sentence) as a result of the acquisition of Voting Securities by the Company, and after such share
acquisition by the Company, the Subject Person becomes the Beneficial Owner of any additional
Voting Securities which increases the percentage of the then outstanding Voting Securities
Beneficially Owned by the Subject Person, then a Change in Control shall occur.
(e) Notwithstanding anything contained in this Agreement to the contrary, if the Executives
employment is terminated by the Employer without Cause within one year prior to a Change in Control
and the Executive reasonably demonstrates that such termination (1) was at the request of a Third
Party (as defined in Section 2.4(b)) who effectuates a Change in Control or (2) otherwise occurred
in connection with or in anticipation of, a Change in Control, then, for all purposes of this
Agreement, the date of a Change in Control shall mean the date immediately prior to the date of
such Executives termination of employment.
2.3
Disability
means a physical or mental infirmity that (notwithstanding accommodation)
impairs the Executives ability to substantially perform his essential duties for a continuous
period of one hundred eighty (180) days. Any question as to the existence of an Executives
Disability upon which the Executive and the Company cannot agree will be determined by a qualified
independent physician selected by the Executive and the Company. If the Company and the Executive
cannot agree on a physician, the Chief of Staff of Thomas Jefferson Hospital in Philadelphia,
Pennsylvania shall select a physician. The determination of such physician made in writing to the
Company and to the Executive shall be final and conclusive for all purposes of this Agreement.
2.4 (a)
Good Reason
means the occurrence after a Change in Control of any of the events or
conditions described in subsections (1) through (7) hereof:
(1) a change in the Executives position or responsibilities (including
reporting responsibilities) which represents a material adverse change from his
position or responsibilities as in effect immediately prior to such Change in
Control; the assignment to the Executive of any duties or responsibilities which, in
the Executives reasonable judgment, are inconsistent with his status, position or
responsibilities; or any removal of the Executive from or failure to reappoint or
reelect the Executive to any of such offices or positions, except in connection with
the termination of his employment for Disability, Cause, death or by the Executive
other than for Good Reason;
(2) a reduction in the Executives base salary by a material amount or any
failure to pay the Executive any compensation or benefits to which he is entitled
within thirty (30) days of the date due;
(3) the Employers requiring the Executive to be based at any place outside a
50-mile radius from his principal place of employment immediately prior to such
Change in Control, except for reasonably required travel on the Employers business
which is not greater than such travel requirements prior to the Change in Control;
Page 4 of 16
(4) the failure by the Employer or the Company to (A) continue in effect
(without reduction in benefit level, and/or reward opportunities) any compensation
or employee benefit plan in which the Executive was participating immediately prior
to the Change in Control, unless a substitute or replacement plan has been
implemented which provides substantially identical compensation or benefits to the
Executive or (B) provide the Executive with compensation and benefits, in the
aggregate, at least equal (in terms of benefit levels and/or reward opportunities)
to those provided for under each other compensation or employee benefit plan,
program and practice as in effect immediately prior to the Change in Control (or as
in effect following the Change in Control, if greater);
(5) any material breach by the Employer or Company of any provision of this
Agreement;
(6) any purported termination of the Executives employment for Cause by the
Employer which does not comply with the terms of Section 2.1; or
(7) the failure of the Company to obtain an agreement, satisfactory to the
Executive, from any successor or assign of the Company to assume and agree to
perform this Agreement, as contemplated in Section 7 hereof.
(b) (1) A Good Reason termination shall not occur unless the Executive gives
notice to the Company that an event or condition described in Sections 2.4(a) (1)
through (7) has occurred within a time period not to exceed ninety (90) days from
the date of first occurrence of one of these events or conditions, and the Company
shall have at least thirty (30) days from the time of that notice in which to remedy
the event or condition described in Sections 2.4(1) through (7).
(2) Any event or condition described in Section 2.4(a)(1) through (7) which
occurs prior to a Change in Control but which the Executive reasonably demonstrates
(1) was at the request of a third party who has indicated an intention or taken
steps reasonably calculated to effect a Change in Control (a
Third Party
), or (2)
otherwise arose in connection with or in anticipation of a Change in Control, shall
constitute Good Reason for purposes of this Agreement notwithstanding that it
occurred prior to the Change in Control.
(c) The Executives right to terminate his employment pursuant to this Section 2.4 shall not
be affected by his incapacity due to physical or mental illness.
3.
Severance and Benefits.
3.1 If, during the Term, the Executives employment with the Employer is terminated within
twenty-four (24) months following a Change in Control, the Executive shall be entitled to the
following compensation and benefits:
(a) If the Executives employment with the Company is terminated (1) by the Employer for Cause
or Disability, (2) by reason of the Executives death, or (3) by the Executive other than for Good
Reason, the Employer shall pay the Executive all amounts earned or accrued
Page 5 of 16
through the Termination Date (as hereinafter defined) but not paid as of the Termination Date,
including (i) base salary (at the rate then in effect), (ii) reimbursement for reasonable and
necessary expenses incurred by the Executive on behalf of the Employer during the period ending on
the Termination Date, and (iii) vacation pay (collectively,
Accrued Compensation
). In addition
to the foregoing, if the Executives employment is terminated by the Employer for Disability or by
reason of the Executives death, the Employer shall pay to the Executive or his beneficiaries an
amount equal to the Pro Rata Bonus (as hereinafter defined). The
Pro Rata Bonus
is an amount
equal to the Bonus Amount (as hereinafter defined) multiplied by a fraction the numerator of which
is the number of days in such fiscal year through the Termination Date and the denominator of which
is 365. The term
Bonus Amount
shall mean the greater of the (x) Executives target bonus under
the Campbell Soup Company Management Worldwide Incentive Plan for the fiscal year in which the
Termination Date occurs or (y) average of the annual bonuses paid or payable to the Executive
during the two full fiscal years immediately prior to the Termination Date. Executives
entitlement to any other compensation or benefits shall be determined in accordance with the
Employers employee benefit plans and other applicable programs and practices then in effect.
(b) If the Executives employment with the Employer is terminated (other than by reason of
death), (1) by the Employer other than for Cause or Disability or (2) by the Executive for Good
Reason, the Executive shall be entitled to the following benefits provided below:
(i) The Employer shall pay the Executive all Accrued Compensation and a
Pro-Rata Bonus (each as defined in Section 3.1(a)).
(ii) The Company shall pay the Executive as severance pay and in lieu of any
further compensation for periods subsequent to the Termination Date, a single sum
cash payment (the Severance Amount) equal to the amount set forth in paragraph (a)
on Schedule A.
(iii) For a number of months equal to the lesser of (A) the number of months
set forth in paragraph (b) on Schedule A or (B) the number of months remaining until
the Executives 65th birthday (the
Continuation Period
), the Company shall at its
expense continue to provide the Executive and his dependents and beneficiaries the
life insurance and medical benefits in an amount equal to the greater of: (x) the
greater of (1) such benefits provided to the Executive at any time during the 90-day
period immediately prior to the Change in Control or (2) the benefits provided to
the Executive at any time following the Change in Control or (y) the benefits
provided to other similarly situated executives who continue in the employ of the
Employer during the Continuation Period. The coverage and benefits (including
deductibles and costs) provided in this Section 3.1(b)(iii) during the Continuation
Period shall be no less favorable to the Executive and his dependents and
beneficiaries, than the most favorable of such coverages and benefits provided
during any of the periods referred to in clauses (x) and (y) above. The Companys
obligation hereunder with respect to the foregoing benefits shall be limited to the
extent that the Executive obtains any such benefits pursuant to a subsequent
employers benefit plans, in which case the Company may reduce the coverage of any
benefits it is required to provide the Executive hereunder as long as the aggregate
coverages and benefits of the
Page 6 of 16
combined benefit plans is no less favorable to the Executive than the coverages and
benefits required to be provided hereunder. This subsection (iii) shall not be
interpreted so as to limit any benefits to which the Executive, his dependents or
beneficiaries may be entitled under any of the Employers employee benefit plans,
programs or practices following the Executives termination of employment, including
without limitation, life insurance benefits.
(iv) The Company shall pay the Executive a single sum cash payment equal to the
actuarial equivalent of the excess of (A) the Supplemental Retirement Benefit (as
defined below) (determined as a pension payable for the life of the Executive
(straight life annuity) commencing at age 65) determined as if (w) the Executive
remained employed by the Employer and accumulated additional months of credited
service as set forth in paragraph (c) on Schedule A (but in no event shall the
Executive be deemed to have accumulated additional credited service after attaining
age 65), (x) his annual compensation during such period had been equal to the sum of
(A) the greater of (1) the Executives annual base salary in effect at any time
during the 90-day period immediately prior to the Change in Control or (2) the
Executives annual base salary in effect at any time following the Change in Control
and (B) the Bonus Amount, (y) the Employer made employer contributions to each
defined contribution plan in which the Executive was a participant at the
Termination Date (in an amount equal to the amount of such contribution for the
applicable plan year immediately preceding the Termination Date) and (z) the
Executive had been fully (100%) vested in his benefit under each retirement plan in
which the Executive was a participant, over (B) the lump sum actuarial equivalent of
the aggregate retirement benefit the Executive has actually accrued under such
retirement plans (determined as a straight life annuity commencing at age 65). For
purposes of this subsection (iv), the
Supplemental Retirement Benefit
shall mean
the lump sum actuarial equivalent of the aggregate retirement benefit the Executive
would have been entitled to receive under the Employers supplemental and other
retirement plans including, but not limited to, the Campbell Soup Company Retirement
and Pension Plan for Salaried Employees, the Campbell Soup Company Supplemental
Employees Retirement Benefit Plan (collectively referred to as the
Retirement
Plan
), the Campbell Soup Company Mid-Career Hire Pension Plan, the Campbell Soup
Company Savings and 401(k) Plan for Salaried Employees and the Campbell Soup Company
Deferred Compensation Plan. For purposes of this subsection (iv), the
actuarial
equivalent
shall be determined in accordance with the actuarial assumptions used
for the calculation of benefits under the Company Retirement and Pension Plan for
Salaried Employees as applied prior to the Termination Date in accordance with such
plans past practices.
(v) In the event that the Executive has unvested outstanding incentive awards
(including restricted stock and performance shares or units, stock options or stock
appreciation rights, hereinafter collectively referred to as the
Incentive Awards
)
pursuant to the terms of the LTIP or under any subsequent incentive plan or
arrangement on his Termination Date, then (A) all such Incentive Awards shall vest
and any restrictions thereon shall lapse as follows: (i) all such Incentive Awards
(other than performance related awards) shall vest or become exercisable
Page 7 of 16
immediately and any restrictions thereon shall lapse and (ii) any performance
related awards shall vest or become exercisable and any restrictions thereon shall
lapse on a pro-rata portion of such awards based on the portion of the relevant
performance period that has expired as of the Termination Date (but in no event
shall such performance related award vest, become exercisable or restrictions lapse
with respect to less than 50% of the total outstanding awards);
provided
, that such
accelerated vesting shall apply first to those awards which have been outstanding
the longest, and (B) the Executive shall have the right to require the Company to
purchase, for cash, any shares of unrestricted stock or shares purchased upon
exercise of any options, at a price equal to the fair market value of such shares on
the date of purchase by the Company.
(c) The amounts provided for in Sections 3.1(a) and 3.1(b)(i), (ii), (iv) and (v) (with
respect to performance units) shall be paid within thirty (30) days after the Executives
Termination Date.
(d) The Executive shall not be required to mitigate the amount of any payment provided for in
this Agreement by seeking other employment or otherwise and no such payment shall be offset or
reduced by the amount of any compensation or benefits provided to the Executive in any subsequent
employment except as provided in Section 3.1(b)(iii).
3.2 The severance pay and benefits provided for in Sections 3.1(a) and 3.1(b)(i) and (ii)
shall be in lieu of any other severance pay to which the Executive may be entitled under any
Employer severance plan, program or arrangement (including, without limitation, the Companys
Special Severance Protection Program).
3.3 To the extent the Executive is entitled to receive severance pay and benefits provided for
in Sections 3.1(a) and 3.1 (b)(i) (ii) (iii) and (iv), such severance pay and benefits shall be
reduced by an amount equivalent to any severance pay and benefits or payments in lieu of required
notice of termination that the Executive is also entitled to receive under any applicable federal,
state or local law or regulation or under any award, claim or settlement or under any agreement,
written or oral, with the Executive.
4.
Notice of Termination
. Following a Change in Control, any purported termination of the Executives employment by
the Employer or by the Executive shall be communicated by written Notice of Termination to the
other party in accordance with Section 9. For purposes of this Agreement, a
Notice of
Termination
shall mean a notice which indicates the specific termination provision in this
Agreement relied upon and shall set forth in reasonable detail the facts and circumstances claimed
to provide a basis for termination of the Executives employment under the provision so indicated.
For purposes of this Agreement, no such purported termination shall be effective without such
Notice of Termination.
5.
Termination Date
. For purposes of this Agreement, Termination Date means, in the case of the Executives
death, his date of death, and in all other cases, the date specified in the Notice of Termination
subject to the following:
(a) If the Executives employment is terminated by the Employer for Cause or due to
Disability, the date specified in the Notice of Termination shall be at least thirty (30) days from
the date the Notice of Termination is given to the Executive or such longer period as
Page 8 of 16
required by
any agreement with the Executive,
provided
that in the case of Disability the Executive shall not
have returned to the full-time performance of his duties during such period of at least thirty (30)
days; and
(b) If the Executive resigns for Good Reason, the date specified in the Notice of Termination
shall not be more than sixty (60) days from the date the Notice of Termination is given to the
Employer.
(c) Notwithstanding any other provision in this Agreement to the contrary, the termination of
the Executives employment in connection with the sale, divestiture or other disposition of a
division, group or business unit of the Company (or part thereof) at which the Executive was
employed at the time of such sale, divestiture or other disposition, shall not be deemed to be a
termination of employment of the Executive for purposes of this Agreement,
provided
the Executive
is offered employment by the purchaser or acquiror of such division, group or business unit of the
Company and the Company obtains an agreement from such purchaser or acquiror as contemplated in
Section 7(c) and
provided, further,
that the Executive shall not be entitled to any benefits from
the Company under this Agreement as a result of such sale, divestiture, or other disposition, or as
a result of any subsequent termination of employment. This Section 5 (c) will only apply in the
event that (i) the Executives employment is terminated by the Employer without Cause or the
Executive resigns for Good Reason on or after the occurrence of a Change in Control or (ii) the
Executives employment is terminated by the Employer without Cause within one year prior to a
Change in Control and the Executive reasonably demonstrates that such termination (y) was at the
request of a Third Party who effectuates a Change in Control or (z) otherwise occurred in
connection with, or in anticipation of, a Change in Control.
6.
Excise Tax Payment.
6.1 (a) If any amount or benefit payable to the Executive under this Agreement and under any
other agreement, plan or program of the Company (such payments and benefits referred to as a
Payment
) is subject to the excise tax imposed under Section 4999 of the Internal Revenue Code of
1986, as amended (the
Code
) or any similar federal or state law (an
Excise Tax
), the Company
shall pay to the Executive an additional amount (the
Gross
Up Amount
) in cash, equal to (i) the
amount of the Excise Tax, plus (ii) the aggregate amount of any interest, penalties, fines or
additions to any tax which is imposed in connection with the imposition of such Excise Tax, plus
(iii) all income, excise and other applicable taxes imposed on the Executive under the laws of any
federal, state or local government or taxing authority by reason of the payments required under
clause (i) and clause (ii) and this clause (iii);
provided
,
however
, that a Gross Up Amount will
not be paid to the Executive unless the aggregate amount of Payments received by the Executive
which constitute parachute payments under Section 280G(b)(2) of the Code equals or exceeds the
product of 3.1 multiplied by the amount of the Executives base amount as such term is defined in
Section 280G(b)(3) of the Code (the
Base Amount
).
(b) For purposes of determining the Gross Up Amount, the Executive shall be deemed to be taxed
at the highest marginal rate under all applicable local, state, federal and foreign income tax laws
for the year in which the Gross Up Amount is paid. The Gross Up
Page 9 of 16
Amount payable with respect to an
Excise Tax shall be paid by the Company coincident with the Payment with respect to which such
Excise Tax relates.
(c) All calculations under this Section 6.1 shall be made by a nationally recognized
accounting firm designated by the Company and reasonably acceptable to the Executive (other than
the accounting firm that is regularly engaged by any party who has effectuated a Change in Control)
(the
Accounting Firm
). The Company shall pay all fees and expenses of such Accounting Firm. The
Accounting Firm shall provide its calculations, together with detailed supporting documentation,
both to the Company and the Executive within 15 days after the Termination Date (or such earlier
time as is requested by the Company) and, if applicable, a reasonable opinion to the Executive that
he is not required to report any Excise Tax on his federal income tax return with respect to the
Payment (collectively, the
Determination
). Within 5 days of the Executives receipt of the
Determination, the Executive shall have the right to dispute the Determination (the
Dispute
).
The existence of the Dispute shall not in any way affect the right of the Executive to receive the
Payments in accordance with the Determination. If the Executive is successful in the Dispute, the
Company shall pay the Executive any additional amount determined by the Accounting Firm to be due
under this Section 6.1 (together with interest thereon at a rate equal to 120% of the federal
short-term rate determined under Section 1274(d) of the Code) promptly after such determination.
(d) If there is no Dispute, the final determination by the Accounting Firm shall be conclusive
and binding upon all parties unless the Internal Revenue Service, a court of competent
jurisdiction, or such other duly empowered governmental body or agency (a
Tax Authority
)
determines that the Executive owes a greater or lesser amount of Excise Tax with respect to any
Payment than the amount determined by the Accounting Firm.
(e) If a Taxing Authority makes a claim against the Executive which, if successful, would
require the Company to make a payment under this Section 6.1, the Executive agrees to contest the
claim on request of the Company subject to the following conditions:
(i) The Executive shall notify the Company of any such claim within 10 days of
becoming aware thereof. In the event that the Company desires the claim to be
contested, it shall promptly (but in no event more than 30 days after the notice
from the Executive or such shorter time as the Taxing Authority may specify for
responding to such claim) request the Executive to contest the claim. The Executive
shall not make any payment of any tax which is the subject of the claim before he
has given the notice or during the 30-day period thereafter unless the Executive
receives written instructions from the Company to make such payment together with an
advance of funds sufficient to make the requested payment plus any amounts payable
under this Section 6.1 determined as if such advance were an Excise Tax, in which
the Executive will act promptly in accordance with such instructions.
(ii) If the Company so requests, the Executive will contest the claim by either
paying the tax claimed and suing for a refund in the appropriate court or
contesting the claim in the United States Tax Court or other appropriate court,
as directed by the Company;
provided, however
, that any request by the Company for
the Executive to pay the tax shall be accompanied by an advance from the
Page 10 of 16
Company to the Executive of funds sufficient to make the requested payment plus any amounts
under this Section 6.1 determined as if such advance were an Excise Tax. If
directed by the Company in writing the Executive will take all action necessary to
compromise or settle the claim, but in no event will the Executive compromise or
settle the claim or cease to contest the claim without the written consent of the
Company;
provided, however
, that the Executive may take any such action if the
Executive waives in writing his right to a payment under this Section 6.1 for any
amounts payable in connection with such claim. The Executive agrees to cooperate in
good faith with the Company in contesting the claim and to comply with any
reasonable request from the Company concerning the contest of the claim, including
the pursuit of administrative remedies, the appropriate forum for any judicial
proceedings, and the legal basis for contesting the claim. Upon request of the
Company, the Executive shall take appropriate appeals of any judgment or decision
that would require the Company to make a payment under this Section 6.1. Provided
that the Executive is in compliance with the provisions of this subparagraph (ii),
the Company shall be liable for and indemnify the Executive against any loss in
connection with, and all costs and expenses, including attorneys fees, which may be
incurred as a result of, contesting the claim, and shall provide to the Executive
within 30 days after each written request therefor by the Executive cash advances or
reimbursement for all such costs and expenses actually incurred or reasonably
expected to be incurred by the Executive as a result of contesting the claim.
(f) Should a Tax Authority ultimately determine that an additional Excise Tax is owed, then
the Company shall pay an additional Gross Up Amount to the Executive in a manner consistent with
this Section 6.1 with respect to any additional Excise Tax and any assessed interest, fines, or
penalties. If any Excise Tax as calculated by the Company or the Accounting Firm, as the case may
be, is finally determined by a Tax Authority to exceed the amount required to be paid under
applicable law, then the Executive shall repay such excess to the Company within 30 days of such
determination;
provided,
that such repayment shall be reduced by the amount of any taxes paid by
the Executive on such excess which is not offset by the tax benefit attributable to the repayment.
6.2 If (i) the aggregate amount of any Payments received by the Executive which constitute
parachute payments under Section 280G(b)(2) of the Code equals less than the product of 3.1
multiplied by the Executives Base Amount, and is subject to an Excise Tax, or (ii) if the
provisions of Section 7 of this Agreement are invoked, with respect to the Executive, then the
Company and the Executive agree that the following provisions shall apply:
(A) Notwithstanding anything contained in this Agreement to the contrary, to the extent that
any or all Payments would be subject to the imposition of an Excise Tax, the Payments shall be
reduced (but not below zero) if and to the extent that such reduction would result in the Executive
retaining a larger amount, on an after tax basis (taking into account federal, state and local
income taxes and the imposition of the Excise Tax), than if the Executive received all of the
Payments (such reduced amount is hereinafter referred to as the
Limited
Payment Amount
). Unless the Executive shall have given prior written notice specifying a
different order to the Company to effectuate the limitations described in the preceding sentence,
the Company shall reduce or eliminate the Payments, by first reducing or eliminating those
Page 11 of 16
payments or benefits which are not payable in cash and then by reducing or eliminating cash payments, in
each case in reverse order beginning with payments or benefits which are to be paid the farthest in
time from the Determination. Any notice given by the Executive pursuant to the preceding sentence
shall take precedence over the provisions of any other plan, arrangement or agreement governing the
Executives rights and entitlements to any benefits or compensation.
(B) All calculations required to be made under this Section 6.2 shall be made, at the
Companys expense, by an Accounting Firm. The Accounting Firm shall provide their Determination,
both to the Company and the Executive within 15 days after the Executives Termination Date (or
such earlier time as is requested by the Company) and, with respect to the Limited Payment Amount,
a reasonable opinion to the Executive that he is not required to report any Excise Tax on his
federal income tax return with respect to the Limited Payment Amount. Within 5 days of the
Executives receipt of the Determination, the Executive shall have the right to Dispute the
Determination. The existence of the Dispute shall not in any way affect the right of the Executive
to receive the Payments in accordance with the Determination. If there is no Dispute, the
Determination by the Accounting Firm shall be final binding and conclusive upon the Company and the
Executive (except as provided in Subsection (C) below).
(C) If it is established that the Payments made to, or provided for the benefit of, the
Executive either have been made or have not been made by the Company, in a manner inconsistent with
the limitations provided in Subsection (A) (hereinafter referred to as an
Excess Payment
or
Underpayment
, respectively), then the provisions of this Subsection (C) shall apply. If it is
established pursuant to a final determination of a court or an Internal Revenue Service (the
IRS
)
proceeding which has been finally and conclusively resolved, that an Excess Payment has been made,
such Excess Payment shall be deemed for all purposes to be a loan to the Executive made on the date
the Executive received the Excess Payment and the Executive shall repay the Excess Payment to the
Company on demand, together with interest on the Excess Payment at the applicable federal rate (as
defined in Section 1274(d) of the Code) from the date of the Executives receipt of such Excess
Payment until the date of such repayment. In the event that it is determined by (i) the Accounting
Firm, the Company (which shall include the position taken by the Company, or together with its
consolidated group, on its federal income tax return) or the IRS, (ii) pursuant to a determination
by a court, or (iii) upon the resolution to the satisfaction of the Executive of the Dispute, that
an Underpayment has occurred, the Company shall pay an amount equal to the Underpayment to the
Executive within 10 days of such determination or resolution together with interest on such amount
at the applicable federal rate from the date such amount would have been paid to the Executive
until the date of payment.
7.
Successors; Binding Agreement.
(a) This Agreement shall be binding upon and shall inure to the benefit of the Company, its
successors and assigns and the Company shall require any successor or assign to expressly assume
and agree to perform this Agreement in the same manner and to the same extent that the Company
would be required to perform it if no such succession or assignment had taken place. In such
event, the term the
Company
as used herein shall include such successors and assigns. The term
successors and assigns
as used herein shall mean a corporation or other
entity acquiring all or substantially all the assets and business of the Company (including
this Agreement) whether by operation of law or otherwise.
Page 12 of 16
(b) Neither this Agreement nor any right or interest hereunder shall be assignable or
transferable by the Executive, his beneficiaries or legal representatives, except by will or by the
laws of descent and distribution. This Agreement shall inure to the benefit of and be enforceable
by the Executives legal personal representative.
(c) In the event that one or more divisions, groups and business units of the Company (or
parts thereof) that the Executive is primarily associated with (or part thereof) are sold,
divested, or otherwise disposed of by the Company subsequent to a Change in Control, the Company
shall require such purchaser or acquiror, as a condition precedent to such purchase or acquisition,
to assume, and agree to perform the Companys obligations under this Agreement, in the same manner,
and to the same extent that the Company would be required to perform if no such acquisition or
purchase had taken place. In such circumstances, the purchaser or acquiror shall be solely
responsible for providing any payments or benefits payable under this Agreement to the Executive.
8.
Fees and Expense
. The Company shall pay all legal fees and related expenses (including the costs of experts,
evidence and counsel) incurred by the Executive as they become due as a result of (a) the
Executives termination of employment (including all such fees and expenses, if any, incurred in
contesting or disputing any such termination of employment), (b) the Executive seeking to obtain or
enforce any right or benefit provided by this Agreement or by any other plan or arrangement
maintained by the Company under which the Executive is or may be entitled to receive benefits, or
(c) the Executives hearing before the Board as contemplated in Section 2.1 of this Agreement;
provided, however
, that the circumstances set forth in clauses (a) and (b) (other than as a result
of the Executives termination of employment under circumstances described in Section 2.2(e))
occurred on or after a Change in Control.
9.
Notice
. For the purposes of this Agreement, notices and all other communications provided for in
the Agreement (including the Notice of Termination) shall be in writing and shall be deemed to have
been duly given when personally delivered or sent by certified mail, return receipt requested,
postage prepaid, addressed to the respective addresses last given by each party to the other,
provided
that all notices to the Employer shall be copied to the Company and directed to the
attention of the Board with a copy to the Secretary of the Company. All notices and communications
shall be deemed to have been received on the date of delivery thereof or on the third business day
after the mailing thereof, except that notice of change of address shall be effective only upon
receipt.
10.
Non-exclusivity of Rights
. Nothing in this Agreement shall prevent or limit the Executives continuing or future
participation in any benefit, bonus, incentive or other plan or program provided by the Employer
and the Company or any of its subsidiaries and for which the Executive may qualify, nor shall
anything herein limit or reduce such rights as the Executive may have under any other
agreements with the Employer and the Company or any of its subsidiaries;
provided, however
, to
the extent that the Executive receives benefits under this Agreement, he will not be entitled to
severance pay or benefits under any other severance plan, program, policy or arrangement of the
Company and the Employer, including, without limitation, the Companys Special Severance Protection
Program. Amounts which are vested benefits or which the Executive is otherwise entitled to receive
under any plan, program or arrangement of the Company or any of its subsidiaries shall be payable
in accordance with such plan, program or arrangement except as expressly modified by this
Agreement.
Page 13 of 16
11.
Settlement of Claims
. Subject to Section 3.3, the Companys obligation to make the payments provided for in this
Agreement and otherwise to perform its obligations hereunder shall not be affected by any
circumstances, including, without limitation, any set-off, counterclaim, recoupment, defense or
other right which the Company may have against the Executive or others.
12.
Miscellaneous
. No provision of this Agreement may be modified, waived, amended or discharged unless such
waiver, modification or discharge is agreed to in writing and signed by the Executive and the
Company. No waiver by either party hereto at any time of any breach by the other party hereto of,
or compliance with, any condition or provision of this Agreement to be performed by such other
party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at
any prior or subsequent time. No agreement or representations, oral or otherwise, express or
implied, with respect to the subject matter hereof have been made by either party which are not
expressly set forth in this Agreement.
13.
Employment Status
. This Agreement does not constitute or create a contract of employment or impose on the
Company any obligation to retain the Executive, or any obligation on the Executive to remain in the
employment of the Company.
14.
Governing Law
. This Agreement shall be governed by and construed and enforced in accordance with the laws
of the State of New Jersey, without reference to the principles of conflicts of laws. Each party
hereto consents to in personam jurisdiction and venue in the United States District Court of New
Jersey. In the event that the United States District Court of New Jersey should lack subject
matter jurisdiction, the parties consent to jurisdiction and venue in a court of competent
jurisdiction in Camden County in the State of New Jersey.
15.
Withholding
. The Company may withhold from all payments due to Executive (or his beneficiary or estate)
under this Agreement all applicable federal, state, local and foreign income and employment taxes.
16.
Severability
. The provisions of this Agreement shall be deemed severable and the invalidity or
unenforceability of any provision shall not affect the validity or enforceability of the other
provisions hereof. Whenever there is any conflict between any provisions of this Agreement and any
applicable law, statute, governmental rule, ordinance or regulation, the latter shall prevail, but
in such event the affected provisions of this Agreement shall be curtailed and restricted only to
the extent necessary to bring them within the applicable legal requirements and the remainder of
this Agreement shall not be affected.
17.
Counterparts
. This Agreement may be executed in several counterparts, each of which shall be deemed to be
an original but all of which together will constitute one and the same instrument.
18.
Headings
. The headings contained in this Agreement are intended solely for convenience and shall not
control or affect the meaning or construction of the provisions of this Agreement.
19.
Entire Agreement.
This Agreement constitutes the entire agreement between the parties hereto with respect to
the subject matter hereof and, in the event of a Change in Control, supersedes all prior agreements
(including, without limitation, the Companys Special
Page 14 of 16
Severance Protection Program), understandings
and arrangements, whether oral or written, between the parties hereto with respect to such subject
matter.
IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by its duly
authorized officer and the Executive has executed this Agreement as of the day and year first above
written. This Agreement was entered into in the State of New Jersey, United States of America.
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ATTEST:
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Campbell Soup Company
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By:
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Corporate Secretary
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President and
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Chief Executive Officer
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By:
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Executive
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Page 15 of 16
Schedule A to Severance Protection Agreement
(a) The Executives Severance Amount provided for in Section 3.1 (b) (ii) shall equal the
severance pay multiple set forth below next to the Executives salary grade level at the
Termination Date multiplied by the sum of (A) the greater of (1) the Executives annual base salary
in effect at any time during the 90-day period immediately prior to the Change in Control or (2)
the Executives annual base salary in effect at any time following the Change in Control and (B)
the Bonus Amount.
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Salary Grade Level at Termination Date
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Severance Pay Multiple
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42 44
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1.5
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46 48
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2.0
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50 and above
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2.5
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(b) The Benefits Continuation Period provided for in Section 3.1 (b) (iii) shall be
determined using the number of months set forth below next to the Executives salary grade level at
the Termination Date.
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Salary Grade Level at Termination Date
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Benefits Continuation Period
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42 44
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18 months
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46 48
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24 months
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50 and above
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30 months
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(c) The additional service credit provided for in Section 3.1 (b) (iv) (w) shall be equal to
the number of months set forth below next to the Executives salary grade level at the Termination
Date.
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Salary Grade Level at Termination Date
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Additional Service Credit
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42 44
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18 months
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46 48
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24 months
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50 and above
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30 months
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Page 16 of 16