For the Quarterly Period Ended
January 30, 2011 |
Commission File Number
1-3822 |
New Jersey | 21-0419870 | |
State of Incorporation | I.R.S. Employer Identification No. |
Large accelerated filer þ | Accelerated filer o |
Non-accelerated filer
o
(Do not check if a smaller reporting company) |
Smaller reporting company o |
Three Months Ended | Six Months Ended | |||||||||||||||
January 30, | January 31, | January 30, | January 31, | |||||||||||||
2011 | 2010 | 2011 | 2010 | |||||||||||||
|
||||||||||||||||
Net sales
|
$ | 2,127 | $ | 2,153 | $ | 4,299 | $ | 4,356 | ||||||||
|
||||||||||||||||
Costs and expenses
|
||||||||||||||||
Cost of products sold
|
1,289 | 1,282 | 2,567 | 2,562 | ||||||||||||
Marketing and selling expenses
|
291 | 301 | 568 | 585 | ||||||||||||
Administrative expenses
|
154 | 149 | 294 | 282 | ||||||||||||
Research and development expenses
|
31 | 28 | 62 | 57 | ||||||||||||
Other expenses / (income)
|
3 | 2 | 5 | 1 | ||||||||||||
Total costs and expenses
|
1,768 | 1,762 | 3,496 | 3,487 | ||||||||||||
Earnings before interest and taxes
|
359 | 391 | 803 | 869 | ||||||||||||
Interest expense
|
34 | 27 | 66 | 55 | ||||||||||||
Interest income
|
3 | 1 | 5 | 2 | ||||||||||||
Earnings before taxes
|
328 | 365 | 742 | 816 | ||||||||||||
Taxes on earnings
|
89 | 106 | 224 | 253 | ||||||||||||
Net earnings
|
$ | 239 | $ | 259 | $ | 518 | $ | 563 | ||||||||
|
||||||||||||||||
Per share basic
|
||||||||||||||||
|
||||||||||||||||
Net earnings
|
$ | .72 | $ | .74 | $ | 1.54 | $ | 1.62 | ||||||||
|
||||||||||||||||
Dividends
|
$ | .29 | $ | .275 | $ | .565 | $ | .525 | ||||||||
|
||||||||||||||||
Weighted average shares outstanding basic
|
330 | 341 | 332 | 342 | ||||||||||||
|
||||||||||||||||
Per share assuming dilution
|
||||||||||||||||
|
||||||||||||||||
Net earnings
|
$ | .71 | $ | .74 | $ | 1.53 | $ | 1.61 | ||||||||
Weighted average shares outstanding assuming dilution
|
332 | 344 | 335 | 345 | ||||||||||||
2
January 30, | August 1, | |||||||
2011 | 2010 | |||||||
Current assets
|
||||||||
Cash and cash equivalents
|
$ | 325 | $ | 254 | ||||
Accounts receivable
|
712 | 512 | ||||||
Inventories
|
703 | 724 | ||||||
Other current assets
|
174 | 197 | ||||||
Total current assets
|
1,914 | 1,687 | ||||||
Plant assets, net of depreciation
|
2,018 | 2,051 | ||||||
Goodwill
|
2,015 | 1,919 | ||||||
Other intangible assets, net of amortization
|
520 | 509 | ||||||
Other assets
|
113 | 110 | ||||||
Total assets
|
$ | 6,580 | $ | 6,276 | ||||
Current liabilities
|
||||||||
Short-term borrowings
|
$ | 1,184 | $ | 835 | ||||
Payable to suppliers and others
|
538 | 545 | ||||||
Accrued liabilities
|
573 | 560 | ||||||
Dividend payable
|
97 | 95 | ||||||
Accrued income taxes
|
23 | 30 | ||||||
Total current liabilities
|
2,415 | 2,065 | ||||||
Long-term debt
|
1,937 | 1,945 | ||||||
Deferred taxes
|
347 | 258 | ||||||
Other liabilities
|
989 | 1,079 | ||||||
Total liabilities
|
5,688 | 5,347 | ||||||
Campbell Soup Company 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
|
316 | 341 | ||||||
Earnings retained in the business
|
9,087 | 8,760 | ||||||
Capital stock in treasury, at cost
|
(7,939 | ) | (7,459 | ) | ||||
Accumulated other comprehensive loss
|
(595 | ) | (736 | ) | ||||
Total Campbell Soup Company shareowners equity
|
889 | 926 | ||||||
Noncontrolling interest
|
3 | 3 | ||||||
Total equity
|
892 | 929 | ||||||
Total liabilities and equity
|
$ | 6,580 | $ | 6,276 | ||||
3
Six Months Ended | ||||||||
January 30, | January 31, | |||||||
2011 | 2010 | |||||||
Cash flows from operating activities:
|
||||||||
Net earnings
|
$ | 518 | $ | 563 | ||||
Adjustments to reconcile net earnings to operating cash flow
|
||||||||
Stock-based compensation
|
46 | 45 | ||||||
Depreciation and amortization
|
129 | 122 | ||||||
Deferred income taxes
|
77 | 58 | ||||||
Other, net
|
54 | 46 | ||||||
Changes in working capital
|
||||||||
Accounts receivable
|
(186 | ) | (147 | ) | ||||
Inventories
|
32 | 126 | ||||||
Prepaid assets
|
9 | | ||||||
Accounts payable and accrued liabilities
|
(39 | ) | (31 | ) | ||||
Pension fund contributions
|
(135 | ) | (272 | ) | ||||
Receipts from hedging activities
|
1 | 7 | ||||||
Other
|
(23 | ) | (21 | ) | ||||
Net cash provided by operating activities
|
483 | 496 | ||||||
Cash flows from investing activities:
|
||||||||
Purchases of plant assets
|
(74 | ) | (103 | ) | ||||
Sales of plant assets
|
9 | 5 | ||||||
Other, net
|
| 2 | ||||||
Net cash used in investing activities
|
(65 | ) | (96 | ) | ||||
Cash flows from financing activities:
|
||||||||
Net short-term borrowings
|
351 | 8 | ||||||
Dividends paid
|
(188 | ) | (175 | ) | ||||
Treasury stock purchases
|
(573 | ) | (213 | ) | ||||
Treasury stock issuances
|
38 | 36 | ||||||
Excess tax benefits on stock-based compensation
|
6 | 4 | ||||||
Net cash used in financing activities
|
(366 | ) | (340 | ) | ||||
Effect of exchange rate changes on cash
|
19 | 2 | ||||||
Net change in cash and cash equivalents
|
71 | 62 | ||||||
Cash and cash equivalents beginning of period
|
254 | 51 | ||||||
Cash and cash equivalents end of period
|
$ | 325 | $ | 113 | ||||
4
Campbell Soup Company Shareowners Equity | ||||||||||||||||||||||||||||||||||||
Capital Stock | Earnings | Accumulated | ||||||||||||||||||||||||||||||||||
Issued | In Treasury | Additional | Retained | Other | ||||||||||||||||||||||||||||||||
Paid-in | in the | Comprehensive | Noncontrolling | Total | ||||||||||||||||||||||||||||||||
Shares | Amount | Shares | Amount | Capital | Business | Income (Loss) | Interest | Equity | ||||||||||||||||||||||||||||
Balance at August 2, 2009
|
542 | $ | 20 | (199 | ) | $ | (7,194 | ) | $ | 332 | $ | 8,288 | $ | (718 | ) | $ | 3 | $ | 731 | |||||||||||||||||
Comprehensive income (loss)
|
||||||||||||||||||||||||||||||||||||
Net earnings
|
563 | | 563 | |||||||||||||||||||||||||||||||||
Foreign currency
translation adjustments, net of tax
|
35 | | 35 | |||||||||||||||||||||||||||||||||
Cash-flow hedges, net of tax
|
6 | 6 | ||||||||||||||||||||||||||||||||||
Pension and postretirement benefits,
net of tax
|
22 | 22 | ||||||||||||||||||||||||||||||||||
Other comprehensive income (loss)
|
63 | | 63 | |||||||||||||||||||||||||||||||||
Total comprehensive income (loss)
|
626 | |||||||||||||||||||||||||||||||||||
Dividends ($.525 per share)
|
(183 | ) | (183 | ) | ||||||||||||||||||||||||||||||||
Treasury stock purchased
|
(7 | ) | (213 | ) | (213 | ) | ||||||||||||||||||||||||||||||
Treasury stock issued under
management incentive and
stock option plans
|
3 | 86 | (21 | ) | 65 | |||||||||||||||||||||||||||||||
Balance at January 31, 2010
|
542 | $ | 20 | (203 | ) | $ | (7,321 | ) | $ | 311 | $ | 8,668 | $ | (655 | ) | $ | 3 | $ | 1,026 | |||||||||||||||||
Balance at August 1, 2010
|
542 | $ | 20 | (206 | ) | $ | (7,459 | ) | $ | 341 | $ | 8,760 | $ | (736 | ) | $ | 3 | $ | 929 | |||||||||||||||||
Comprehensive income (loss)
|
||||||||||||||||||||||||||||||||||||
Net earnings
|
518 | | 518 | |||||||||||||||||||||||||||||||||
Foreign currency
translation adjustments, net of tax
|
119 | | 119 | |||||||||||||||||||||||||||||||||
Cash-flow hedges, net of tax
|
2 | 2 | ||||||||||||||||||||||||||||||||||
Pension and postretirement benefits,
net of tax
|
20 | 20 | ||||||||||||||||||||||||||||||||||
Other comprehensive income (loss)
|
141 | | 141 | |||||||||||||||||||||||||||||||||
Total comprehensive income (loss)
|
659 | |||||||||||||||||||||||||||||||||||
Dividends ($.565 per share)
|
(191 | ) | (191 | ) | ||||||||||||||||||||||||||||||||
Treasury stock purchased
|
(16 | ) | (573 | ) | (573 | ) | ||||||||||||||||||||||||||||||
Treasury stock issued under
management incentive and
stock option plans
|
3 | 93 | (25 | ) | 68 | |||||||||||||||||||||||||||||||
Balance at January 30, 2011
|
542 | $ | 20 | (219 | ) | $ | (7,939 | ) | $ | 316 | $ | 9,087 | $ | (595 | ) | $ | 3 | $ | 892 | |||||||||||||||||
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
(unaudited)
(currency in millions, except per share amounts)
January 30,
August 1,
2011
2010
$
251
$
132
(16
)
(18
)
(835
)
(856
)
5
6
$
(595
)
$
(736
)
(1)
Includes a tax expense of $1 as of January 30, 2011, and a tax benefit of $1 as of August 1, 2010.
(2)
Includes a tax benefit of $9 as of January 30, 2011, and $10 as of August 1, 2010.
Table of Contents
(3)
Includes a tax benefit of $477 as of January 30, 2011, and $489 as of August 1, 2010.
International
U.S. Soup,
Baking
Soup, Sauces
North
Sauces and
and
and
America
Beverages
Snacking
Beverages
Foodservice
Total
$
434
$
754
$
585
$
146
$
1,919
72
24
96
$
434
$
826
$
609
$
146
$
2,015
January 30,
August 1,
2011
2010
$
507
$
496
21
21
528
517
(8
)
(8
)
$
520
$
509
Table of Contents
Three Months Ended
Six Months Ended
January 30,
January 31,
January 30,
January 31,
2011
2010
2011
2010
$
1,022
$
1,068
$
2,125
$
2,208
526
489
1,070
1,019
421
437
793
811
158
159
311
318
$
2,127
$
2,153
$
4,299
$
4,356
Three Months Ended
Six Months Ended
January 30,
January 31,
January 30,
January 31,
2011
2010
2011
2010
$
220
$
259
$
515
$
590
81
73
181
173
69
74
120
118
21
17
44
43
(32
)
(32
)
(57
)
(55
)
$
359
$
391
$
803
$
869
(1)
Represents unallocated corporate expenses.
Three Months Ended
Six Months Ended
January 30,
January 31,
January 30,
January 31,
2011
2010
2011
2010
$
1,335
$
1,397
$
2,666
$
2,796
566
530
1,154
1,102
226
226
479
458
$
2,127
$
2,153
$
4,299
$
4,356
Fiscal Year Ended
August 1,
August 2,
August 3,
2010
2009
2008
$
4,594
$
4,674
$
4,815
2,129
1,995
2,200
953
917
983
$
7,676
$
7,586
$
7,998
Table of Contents
Three Months Ended
Six Months Ended
January 30,
January 31,
January 30,
January 31,
2011
2010
2011
2010
$
239
$
259
$
518
$
563
(3
)
(5
)
(6
)
(8
)
$
236
$
254
$
512
$
555
330
341
332
342
2
3
3
3
332
344
335
345
$
.72
$
.74
$
1.54
$
1.62
$
.71
$
.74
$
1.53
$
1.61
Three Months Ended
Six Months Ended
Pension
Postretirement
Pension
Postretirement
Jan. 30,
Jan. 31,
Jan. 30,
Jan. 31,
Jan. 30,
Jan. 31,
Jan. 30,
Jan. 31,
2011
2010
2011
2010
2011
2010
2011
2010
$
15
$
13
$
1
$
1
$
29
$
27
$
2
$
2
31
31
5
5
61
61
9
10
(45
)
(42
)
(89
)
(85
)
(1
)
1
(1
)
17
12
2
35
24
4
$
18
$
14
$
7
$
6
$
36
$
28
$
14
$
12
Table of Contents
Table of Contents
January 30,
August 1,
Balance Sheet Classification
2011
2010
Other current assets
$
$
1
Other current assets
1
1
Other assets
3
Other assets
39
46
$
40
$
51
Other current assets
$
$
1
Other current assets
9
3
Other current assets
9
13
Other assets
1
$
18
$
18
$
58
$
69
Table of Contents
January 30,
August 1,
Balance Sheet Classification
2011
2010
Accrued liabilities
$
3
$
1
Accrued liabilities
1
Other liabilities
28
24
$
31
$
26
Accrued liabilities
$
1
$
1
Accrued liabilities
1
Accrued liabilities
2
Accrued liabilities
1
2
Other liabilities
46
14
$
51
$
17
$
82
$
43
Total
Cash-Flow
Hedge
OCI Activity
Three Months Ended January 30, 2011, and January 31, 2010
2011
2010
$
(27
)
$
(30
)
1
(1
)
3
Location in Earnings
Other expenses/income
(1
)
(1
)
Cost of products sold
8
Interest expense
1
$
(25
)
$
(22
)
Table of Contents
Total
Cash-Flow
Hedge
OCI Activity
Six Months Ended January 30, 2011, and January 31, 2010
2011
2010
$
(28
)
$
(31
)
(3
)
(1
)
2
(2
)
3
(1
)
Location in Earnings
Other expenses/income
(1
)
Cost of products sold
2
10
Interest expense
1
1
Cost of products sold
1
$
(25
)
$
(22
)
Amount of
Amount of
Gain or (Loss)
Gain or (Loss)
Recognized in Earnings
Recognized in Earnings
on Derivatives
on Hedged Item
Derivatives Designated
Location of Gain or (Loss)
January 30,
January 31,
January 30,
January 31,
as Fair-Value Hedges
Recognized in Earnings
2011
2010
2011
2010
Interest expense
$
(8
)
$
1
$
8
$
(1
)
Interest expense
$
(7
)
$
5
$
7
$
(5
)
Amount of Gain or (Loss)
Recognized in Earnings
On Derivatives
Three Months Ended
Six Months Ended
Location of Gain or (Loss)
January 30,
January 31,
January 30,
January 31,
Derivatives not Designated as Hedges
Recognized in Earnings
2011
2010
2011
2010
Other expenses/income
$
(1
)
$
(1
)
$
(1
)
$
(4
)
Cost of products sold
(1
)
(1
)
Other expenses/income
(1
)
14
(39
)
(10
)
Cost of products sold
8
(2
)
9
(3
)
Administrative expenses
2
2
4
$
5
$
13
$
(30
)
$
(13
)
Table of Contents
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.
Fair Value
Fair Value Measurements at
Fair Value
Fair Value Measurements at
as of
January 30, 2011 Using
as of
August 1, 2010 Using
January 30,
Fair Value Hierarchy
August 1,
Fair Value Hierarchy
2011
Level 1
Level 2
Level 3
2010
Level 1
Level 2
Level 3
$
39
$
$
39
$
$
46
$
$
46
$
2
2
9
9
17
17
10
10
4
4
$
58
$
10
$
48
$
$
69
$
4
$
65
$
Fair Value
Fair Value Measurements at
Fair Value
Fair Value Measurements at
as of
January 30, 2011 Using
as of
August 1, 2010 Using
January 30,
Fair Value Hierarchy
August 1,
Fair Value Hierarchy
2011
Level 1
Level 2
Level 3
2010
Level 1
Level 2
Level 3
$
4
$
$
4
$
$
2
$
$
2
$
76
76
38
38
1
1
2
2
1
1
1
1
160
100
60
149
95
54
$
242
$
101
$
141
$
$
192
$
96
$
96
$
(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 LIBOR and equity index swap rates.
(5)
Based on quoted futures exchanges.
(6)
Based on the fair value of the participants investments.
Table of Contents
Weighted-
Weighted-
Average
Average
Remaining
Aggregate
Exercise
Contractual
Intrinsic
Options
Price
Life
Value
(Options in thousands)
12,473
$
26.47
$
(1,586
)
$
26.87
(29
)
$
34.21
10,858
$
26.39
2.4
$
88
10,858
$
26.39
2.4
$
88
Weighted-
Average
Grant-Date
Shares/Units
Fair Value
(Restricted stock/units in thousands)
2,395
$
35.05
1,132
$
36.08
(1,078
)
$
35.86
(51
)
$
34.86
2,398
$
35.18
Table of Contents
Weighted-
Average
Grant-Date
Shares/Units
Fair Value
(Restricted stock/units in thousands)
3,581
$
38.02
1,255
$
43.18
(1,062
)
$
34.65
(81
)
$
38.66
3,693
$
40.73
2011
2010
0.59
%
1.27
%
3.00
%
3.06
%
23.71
%
24.83
%
3 yrs.
3 yrs.
January 30,
August 1,
2011
2010
$
285
$
261
418
463
$
703
$
724
Table of Contents
January 30,
January 31,
2011
2010
$
(15
)
$
(17
)
(8
)
(4
)
$
(23
)
$
(21
)
Table of Contents
MANAGEMENTS DISCUSSION AND ANALYSES OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
Net sales decreased 1% in the quarter to $2.127 billion.
U.S. Soup, Sauces and Beverages sales declined 4% due primarily to lower
sales in U.S. Soup, which also declined 4%. U.S. Soup sales were negatively impacted
by increased promotional spending.
Baking and Snacking sales increased 8%.
Gross profit, as a percent of sales, decreased from 40.5% a year ago to 39.4% in the
current quarter, reflecting increased promotional spending.
Net earnings per share decreased 4% in the quarter to $.71.
2011
2010
% Change
(Millions)
$
1,022
$
1,068
(4
)%
526
489
8
421
437
(4
)
158
159
(1
)
$
2,127
$
2,153
(1
)%
Table of Contents
International
U.S. Soup,
Baking
Soup, Sauces
North
Sauces and
and
and
America
Beverages
Snacking
Beverages
Foodservice
Total
(1
)%
4
%
%
(3
)%
%
2
(1
)
1
(3
)
(1
)
(2
)
(2
)
3
(1
)
1
1
(4
)%
8
%
(4
)%
(1
)%
(1
)%
(1)
Represents revenue reductions from trade promotion and consumer coupon redemption programs.
Sales of
Campbells
condensed soups decreased 7% reflecting declines in both cooking
and eating varieties. Sales of eating varieties continued to be negatively impacted by
promotional discounting in ready-to-serve soups.
Sales of ready-to-serve soups decreased 4%, primarily due to declines in the higher
priced ready-to-serve microwavable soups. Sales of ready-to-serve canned soups were
comparable to a year ago as volume gains, principally double-digit gains in
Campbells
Chunky
soups, were offset by increased promotional spending. In response to an
increased level of promotional spending across other simple meal alternatives,
promotional spending was increased, primarily on
Campbells Chunky
soups, to be more
competitive.
Broth sales increased 7% due to volume gains from a strong holiday performance.
Table of Contents
2011
2010
% Change
(Millions)
$
220
$
259
(15
)%
81
73
11
69
74
(7
)
21
17
24
391
423
(8
)%
(32
)
(32
)
$
359
$
391
Table of Contents
2011
2010
% Change
(Millions)
$
2,125
$
2,208
(4
)%
1,070
1,019
5
793
811
(2
)
311
318
(2
)
$
4,299
$
4,356
(1
)%
International
U.S. Soup,
Baking
Soup, Sauces
North
Sauces and
and
and
America
Beverages
Snacking
Beverages
Foodservice
Total
%
2
%
1
%
(4
)%
%
(1
)
1
1
(3
)
(1
)
(2
)
(2
)
3
(1
)
1
1
(4
)%
5
%
(2
)%
(2
)%
(1
)%
(1)
Represents revenue reductions from trade promotion and consumer coupon redemption programs.
Sales of
Campbells
condensed soups decreased 4% primarily due to declines in eating
varieties. Sales of eating varieties were negatively impacted by promotional
discounting in ready-to-serve soups. Sales of condensed cooking varieties also
declined.
Sales of ready-to-serve soups decreased 9%, primarily due to increased promotional
spending, which did not deliver anticipated volume gains. The company increased
promotional spending, primarily on
Campbells Chunky
soups, to be more competitive with
other simple meal alternatives.
Broth sales increased 2% due to a strong holiday performance.
Table of Contents
2011
2010
% Change
(Millions)
$
515
$
590
(13
)%
181
173
5
120
118
2
44
43
2
860
924
(7
)%
(57
)
(55
)
$
803
$
869
Table of Contents
Table of Contents
Table of Contents
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, new product introductions, and pricing and promotional
strategies;
the companys ability to achieve sales and earnings guidance, which is based on
assumptions about sales volume, product mix, the development and success of new products,
the impact of marketing, promotional and pricing actions, product costs and currency;
the companys ability to realize projected cost savings and benefits;
the companys ability to successfully manage changes to its business processes, including
selling, distribution, manufacturing, information management systems and the integration of
acquisitions;
the increased significance of certain of the companys key trade customers;
the impact of inventory management practices by the companys trade customers;
the impact of fluctuations in the supply and inflation in energy, raw and packaging
materials cost;
the impact 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.
Table of Contents
26
27
28
Approximate
Dollar Value of
Total Number of
Shares that may yet
Shares Purchased
be Purchased
Total Number
Average
as Part of Publicly
Under the Plans or
of Shares
Price Paid
Announced Plans or
Programs
Period
Purchased(1)
Per Share(2)
Programs(3)
($ in Millions)(3)
1,303,433
(4)
$
35.30
(4)
897,770
$
421
5,850,889
(5)
$
34.39
(5)
5,203,567
$
242
4,908,924
(6)
$
34.79
(6)
4,262,315
$
94
12,063,246
$
34.65
10,363,652
$
94
(1)
Includes (i) 1,654,948 shares repurchased in open-market transactions to offset the dilutive impact to existing
shareowners of issuances under the companys stock compensation plans, (ii) 33,708 shares owned and tendered in
connection with stock option exercises, and (iii) 10,938 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 second quarter of fiscal 2011, 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 expects to 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 (i) 396,730 shares repurchased in open-market transactions at an average price of $35.56 to offset the
dilutive impact to existing shareowners of issuances under the companys stock compensation plans, and (ii) 8,933
shares owned and tendered by employees at an average price per share of $36.20 to satisfy tax withholding
requirements on the vesting of restricted shares.
(5)
Includes (i) 621,320 shares repurchased in open-market transactions at an average price of $34.40 to offset the
dilutive impact to existing shareowners of issuances under the companys stock compensation plans, (ii) 23,997
shares owned and tendered at an average price per share of $35.33 in connection with stock option exercises, and
(iii) 2,005 shares owned and tendered by employees at an average price per share of $34.25 to satisfy tax
withholding requirements on the vesting of restricted shares.
(6)
Includes (i) 636,898 shares repurchased in open-market transactions at an average price of $34.79 to offset the
dilutive impact to existing shareowners of issuances under the companys stock compensation plans, and (ii) 9,711
shares owned and tendered at an average price per share of $34.55 in connection with stock option exercises.
Table of Contents
First Amendment to the Campbell Soup Company Mid-Career Hire Pension Plan, effective as of December 31, 2010.
Campbell Soup Company Supplemental Retirement Plan (formerly known as Deferred Compensation Plan II), as
amended and restated effective as of January 1, 2011.
First Amendment to the Campbell Soup Company Supplemental Employees Retirement Plan, effective as of
December 31, 2010.
Certification of Douglas R. Conant pursuant to Rule 13a-14(a).
Certification of B. Craig Owens pursuant to Rule 13a-14(a).
Certification of Douglas R. Conant pursuant to 18 U.S.C. Section 1350.
Certification of B. Craig Owens pursuant to 18 U.S.C. Section 1350.
XBRL Instance Document
XBRL Schema Document
XBRL Calculation Linkbase Document
XBRL Definition Linkbase Document
XBRL Label Linkbase Document
XBRL Presentation Linkbase Document
Table of Contents
29
CAMPBELL SOUP COMPANY
By:
/s/ B. Craig Owens
B. Craig Owens
Senior Vice President Chief
Financial Officer and Chief
Administrative Officer
By:
/s/ Ellen Oran Kaden
Ellen Oran Kaden
Senior Vice President Law
and
Government Affairs
Table of Contents
First Amendment to the Campbell Soup Company Mid-Career Hire Pension Plan, effective as of December 31, 2010.
Campbell Soup Company Supplemental Retirement Plan (formerly known as Deferred Compensation Plan II), as
amended and restated effective as of January 1, 2011.
First Amendment to the Campbell Soup Company Supplemental Employees Retirement Plan, effective as of
December 31, 2010.
Certification of Douglas R. Conant pursuant to Rule 13a-14(a).
Certification of B. Craig Owens pursuant to Rule 13a-14(a).
Certification of Douglas R. Conant pursuant to 18 U.S.C. Section 1350.
Certification of B. Craig Owens pursuant to 18 U.S.C. Section 1350.
XBRL Instance Document
XBRL Schema Document
XBRL Calculation Linkbase Document
XBRL Definition Linkbase Document
XBRL Label Linkbase Document
XBRL Presentation Linkbase Document
Campbell Soup Company
|
||||
By: | /s/ Nancy A. Reardon | |||
Nancy A. Reardon | ||||
Senior Vice President and Chief Human Resources and Communications Officer | ||||
ATTEST:
|
||||
By: | /s/ Kathleen M. Gibson | |||
Article | Page | ||||
I
|
DEFINITIONS | 2 | |||
II
|
ELIGIBILITY AND PARTICIPATION | 6 | |||
III
|
CONTRIBUTIONS AND ACCOUNTS | 7 | |||
IV
|
VESTING | 10 | |||
V
|
DEFERRALS AND DISTRIBUTIONS | 11 | |||
VI
|
ADMINISTRATIVE PROCEDURES | 15 | |||
VII
|
CLAIMS PROCEDURE | 16 | |||
VIII
|
FUNDING | 18 | |||
IX
|
AMENDMENT AND TERMINATION | 18 | |||
X
|
CHANGE IN CONTROL | 19 | |||
XI
|
MISCELLANEOUS | 24 | |||
Exhibit A
|
i |
-2-
-3-
-4-
-5-
-6-
-7-
-8-
-9-
Age at Termination | Vesting Percentage | |||
55
|
50 | % | ||
56
|
60 | % | ||
57
|
70 | % | ||
58
|
80 | % | ||
59
|
90 | % | ||
60 or older
|
100 | % |
-10-
-11-
-12-
-13-
Vested Total Value | Form of Payment | |||
$ | 1 to $25,000.99 |
Lump Sum Payment
|
||
$ | 25,001 to $50,000.99 |
2 Annual Installments
|
||
$ | 50,001 to $100,000.99 |
3 Annual Installments
|
||
$ | 100,001 to $200,000.99 |
4 Annual Installments
|
||
$ | 200,001 to $500,000.99 |
5 Annual Installments
|
||
$ | 500,001 and above |
10 Annual Installments
|
-14-
-15-
-16-
-17-
-18-
-19-
-20-
-21-
-22-
-23-
-24-
-25-
Campbell Soup Company
|
||||
By: | /s/ Nancy A. Reardon | |||
Nancy A. Reardon | ||||
Senior Vice President and Chief Human Resources and Communications Officer | ||||
ATTEST:
|
||||
By: | /s/ Kathleen M. Gibson |
-26-
1. | Section 2 is amended to add a paragraph at the end to read as follows: | ||
Notwithstanding any provision in this Plan to the contrary, an individual shall be eligible to accrue benefits under the Plan after 2010 only if: |
(a) | Participation . The individual is an employee of the Company or a subsidiary eligible to accrue benefits under section 4.04 of the Pension Plan after 2010; and | ||
(b) | No Severance from Employment . The individual has not terminated employment, as determined under the applicable policies of the Company or its subsidiaries, on or after January 1, 2011. |
Campbell Soup Company
|
||||
By: | /s/ Nancy A. Reardon | |||
Nancy A. Reardon | ||||
Senior Vice President and Chief Human Resources
and Communications Officer |
||||
By: | /s/ Kathleen M. Gibson | |||
By: | /s/ Douglas R. Conant | |||
Name: | Douglas R. Conant | |||
Title: | President and Chief Executive Officer |
By: | /s/ B. Craig Owens | |||
Name: | B. Craig Owens | |||
Title: |
Senior Vice President Chief Financial
Officer and Chief Administrative Officer |
By: | /s/ Douglas R. Conant | |||
Name: | Douglas R. Conant | |||
Title: | President and Chief Executive Officer |
By: | /s/ B. Craig Owens | |||
Name: | B. Craig Owens | |||
Title: |
Senior Vice President Chief Financial
Officer and Chief Administrative Officer |
|||