For the Fiscal Year Ended
July 31, 2011 |
Commission File Number
1-3822 |
New Jersey | 21-0419870 | |
State of Incorporation | I.R.S. Employer Identification No. |
Title of Each Class
|
Name of Each Exchange on Which Registered
|
|
Capital Stock, par value $.0375 | New York Stock Exchange |
Large accelerated filer þ | Accelerated filer o | Non-accelerated filer o | Smaller reporting company o |
Page | ||||||
PART I
|
||||||
Item 1.
|
Business | 1 | ||||
Item 1A.
|
Risk Factors | 4 | ||||
Item 1B.
|
Unresolved Staff Comments | 7 | ||||
Item 2.
|
Properties | 8 | ||||
Item 3.
|
Legal Proceedings | 8 | ||||
Item 4.
|
Removed and Reserved | 9 | ||||
Executive Officers of the Company | 9 | |||||
PART II | ||||||
Item 5.
|
Market for Registrants Capital Stock, Related Shareowner Matters and Issuer Purchases of Equity Securities | 10 | ||||
Item 6.
|
Selected Financial Data | 12 | ||||
Item 7.
|
Managements Discussion and Analysis of Financial Condition and Results of Operations | 13 | ||||
Item 7A.
|
Quantitative and Qualitative Disclosures about Market Risk | 33 | ||||
Item 8.
|
Financial Statements and Supplementary Data | 34 | ||||
Item 9.
|
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | 77 | ||||
Item 9A.
|
Controls and Procedures | 77 | ||||
Item 9B.
|
Other Information | 77 | ||||
PART III | ||||||
Item 10.
|
Directors, Executive Officers and Corporate Governance | 77 | ||||
Item 11.
|
Executive Compensation | 78 | ||||
Item 12.
|
Security Ownership of Certain Beneficial Owners and Management and Related Shareowner Matters | 78 | ||||
Item 13.
|
Certain Relationships and Related Transactions, and Director Independence | 79 | ||||
Item 14.
|
Principal Accounting Fees and Services | 79 | ||||
PART IV | ||||||
Item 15.
|
Exhibits and Financial Statement Schedules | 79 | ||||
Signatures | 82 |
Item 1.
Business
2
3
Item 1A.
Risk
Factors
4
5
6
Item 1B.
Unresolved
Staff Comments
7
Item 2.
Properties
Outside the U.S.
California
Dixon (USSM/USB)
Sacramento (USSM/USB/ISMB)
Stockton (USSM/USB)
Connecticut
Bloomfield (GBS)
Florida
Lakeland (GBS)
Illinois
Downers Grove (GBS)
New Jersey
South Plainfield (USSM/USB)
East Brunswick (GBS)
North Carolina
Maxton (USSM/ISMB)
Ohio
Napoleon
(USSM/USB/NAFS/
ISMB)
Willard (GBS)
Pennsylvania
Denver (GBS)
Downingtown
(GBS/NAFS)
South Carolina
Aiken (GBS)
Texas
Paris (USSM/USB/ISMB)
Utah
Richmond (GBS)
Washington
Everett (NAFS)
Wisconsin
Milwaukee (USSM)
Australia
Huntingwood (GBS)
Marleston (GBS)
Shepparton (ISMB)
Virginia (GBS)
Belgium
Puurs (ISMB)
Canada
Toronto (USSM/ ISMB/NAFS)
France
LePontet (ISMB)
Germany
Luebeck (ISMB)
Indonesia
Jawa Barat (GBS)
Malaysia
Selangor Darul Ehsan
(ISMB)
Mexico
Villagran (ISMB)
Sweden
Kristianstadt (ISMB)
USSM U.S. Simple Meals
USB U.S. Beverages
GBS Global Baking and Snacking
ISMB International Simple Meals and Beverages
NAFS North America Foodservice
Item 3.
Legal
Proceedings
8
Item 4.
Removed
and Reserved
Year First
Appointed
Executive
Senior Vice President
47
2009
Senior Vice President
48
2010
Vice President
60
2007
Senior Vice President
46
2008
Senior Vice President Finance
52
2004
Senior Vice President Law and Government Affairs
59
1998
President and Chief Executive Officer
57
2003
Senior Vice President Chief Financial Officer and Chief
Administrative Officer
57
2008
Senior Vice President
58
2004
Senior Vice President
56
2004
9
71
73
Item 5.
Market
for Registrants Capital Stock, Related Shareowner Matters
and Issuer Purchases of Equity Securities
2006
2007
2008
2009
2010
2011
100
104
102
91
109
104
100
116
103
83
94
112
100
114
118
108
126
152
10
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
Purchased(1)
Per Share(2)
Programs(3)
($ in Millions)(3)
250,000
(4)
$
33.84
(4)
37,740
$
6
528,000
(5)
$
34.03
(5)
104,640
$
1,002
168,931
(6)
$
34.41
(6)
62,160
$
1,000
946,931
$
34.05
204,540
$
1,000
(1)
Includes (i) 741,460 shares repurchased in open-market
transactions to offset the dilutive impact to existing
shareowners of issuances under the companys stock
compensation plans, and (ii) 931 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 fourth quarter of fiscal 2011, the company had two
publicly announced share repurchase programs. Under the first
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. The 2008 program was completed during the fourth quarter
of fiscal 2011. Under the second program, which was announced on
June 23, 2011, the companys Board of Directors
authorized the purchase of up to $1 billion of company
stock. The 2011 program has no expiration date. In addition to
the publicly announced share repurchase programs, 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 212,260 shares repurchased in open-market
transactions at an average price of $33.84 to offset the
dilutive impact to existing shareowners of issuances under the
companys stock compensation plans.
(5)
Includes 423,360 shares repurchased in open-market
transactions at an average price of $34.05 to offset the
dilutive impact to existing shareowners of issuances under the
companys stock compensation plans.
(6)
Includes (i) 105,840 shares repurchased in open-market
transactions at an average price of $34.41 to offset the
dilutive impact to existing shareowners of issuances under the
companys stock compensation plans, and
(ii) 931 shares owned and tendered by employees at an
average price per share of $34.65 to satisfy tax withholding
requirements on the vesting of restricted shares.
11
Item 6.
Selected
Financial Data
2011(1)
2010(2)
2009(3)
2008(4)
2007(5)
(Millions, except per share amounts)
$
7,719
$
7,676
$
7,586
$
7,998
$
7,385
1,279
1,348
1,185
1,098
1,243
1,168
1,242
1,079
939
1,099
802
844
732
671
792
4
494
62
802
844
736
1,165
854
805
844
736
1,165
854
$
2,103
$
2,051
$
1,977
$
1,939
$
2,042
6,862
6,276
6,056
6,474
6,445
3,084
2,780
2,624
2,615
2,669
1,096
929
731
1,321
1,298
$
2.44
$
2.44
$
2.05
$
1.77
$
2.02
2.42
2.42
2.03
1.75
1.99
2.44
2.44
2.06
3.06
2.18
2.42
2.42
2.05
3.03
2.14
1.145
1.075
1.00
0.88
0.80
$
272
$
315
$
345
$
298
$
334
326
340
352
373
386
329
343
354
377
392
In the first quarter of fiscal 2010, the company adopted and
retrospectively applied new accounting guidance related to a
noncontrolling interest in a subsidiary. The guidance requires a
noncontrolling interest in a subsidiary to be classified as a
separate component of total equity.
In the first quarter of fiscal 2010, the company adopted and
retrospectively applied new accounting guidance related to the
calculation of earnings per share. The retrospective application
of the provision resulted in the following reductions to basic
and diluted earnings per share:
2009
2008
2007
Basic
Diluted
Basic
Diluted
Basic
Diluted
$
(.03
)
$
(.01
)
$
(.03
)
$
(.01
)
$
(.03
)
$
(.01
)
$
(.03
)
$
(.01
)
$
(.06
)
$
(.03
)
$
(.03
)
$
(.02
)
(All per share amounts below are on a diluted basis)
The 2008 fiscal year consisted of fifty-three weeks. All other
periods had fifty-two weeks.
(1)
The 2011 earnings from continuing operations were impacted by a
restructuring charge of $41 million ($.12 per share)
associated with initiatives announced in June 2011 to improve
supply chain efficiency, reduce overhead costs across the
organization and exit the Russian market.
12
(2)
The 2010 earnings from continuing operations were impacted by
the following: a restructuring charge of $8 million ($.02
per share) for pension benefit costs associated with the 2008
initiatives to improve operational efficiency and long-term
profitability and $10 million ($.03 per share) to reduce
deferred tax assets as a result of the U.S. health care
legislation enacted in March 2010.
(3)
The 2009 earnings from continuing operations were impacted by
the following: an impairment charge of $47 million ($.13
per share) related to certain European trademarks and
$15 million ($.04 per share) of restructuring-related costs
associated with the 2008 initiatives to improve operational
efficiency and long-term profitability. The 2009 results of
discontinued operations represented a $4 million ($.01 per
share) tax benefit related to the sale of the Godiva Chocolatier
business.
(4)
The 2008 earnings from continuing operations were impacted by
the following: a $107 million ($.28 per share)
restructuring charge and related costs associated with
initiatives to improve operational efficiency and long-term
profitability and a $13 million ($.03 per share) benefit
from the favorable resolution of a tax contingency. The 2008
results of discontinued operations included a $462 million
($1.20 per share) gain from the sale of the Godiva Chocolatier
business.
(5)
The 2007 earnings from continuing operations were impacted by
the following: a $13 million ($.03 per share) benefit from
the reversal of legal reserves due to favorable results in
litigation; a $25 million ($.06 per share) benefit from a
tax settlement of bilateral advance pricing agreements; and a
$14 million ($.04 per share) gain from the sale of an idle
manufacturing facility. The 2007 results of discontinued
operations included a $24 million ($.06 per share) gain
from the sale of the businesses in the United Kingdom and
Ireland and a $7 million ($.02 per share) tax benefit from
the resolution of audits in the United Kingdom.
Five-Year Review should be read in conjunction with the Notes to
Consolidated Financial Statements.
Item 7.
Managements
Discussion and Analysis of Financial Condition and Results of
Operations
Stabilize and then profitably grow the companys North
America soup and simple meals business.
Expand the companys international presence.
Continue to drive growth in the companys healthy beverages
and baked snacks businesses.
13
Net sales increased 1% in 2011 to $7.719 billion.
Gross profit, as a percent of sales, decreased to 40.2% from
41.0% a year ago.
Net earnings per share were $2.42 in 2011 and 2010. The current
year included $.12 per share of expense from items that impacted
comparability. The prior year included $.05 per share of expense
from items that impacted comparability, as discussed below.
For 2011, cash from operations increased from
$1.057 billion a year ago to $1.142 billion.
In the fourth quarter of fiscal 2011, the company announced a
series of initiatives to improve supply chain efficiency and
reduce overhead costs across the organization to help fund plans
to drive the growth of the business. The company also announced
its intent to exit the Russian market. In the fourth quarter of
fiscal 2011, the company recorded a restructuring charge of
$63 million ($41 million after tax or $.12 per share)
related to these initiatives. See Note 7 to the
Consolidated Financial Statements and Restructuring
Charges for additional information;
In the third quarter of fiscal 2010, the company recorded a
restructuring charge of $12 million ($8 million after
tax or $.02 per share) for pension benefit costs related to the
2008 initiatives to improve operational efficiency and long-term
profitability. See Note 7 to the Consolidated Financial
Statements and Restructuring Charges for additional
information; and
14
In the third quarter of fiscal 2010, the company recorded
deferred tax expense of $10 million, or $.03 per share, to
reduce deferred tax assets as a result of the U.S. health
care legislation enacted in March 2010. The law changed the tax
treatment of subsidies to companies that provide prescription
drug benefits to retirees.
2011
2010
Earnings
EPS
Earnings
EPS
Impact
Impact
Impact
Impact
(Millions, except per share amounts)
$
805
$
2.42
$
844
$
2.42
$
(41
)
$
(.12
)
$
(8
)
$
(.02
)
(10
)
(.03
)
$
(41
)
$
(.12
)
$
(18
)
$
(.05
)
In fiscal 2009, the company recorded pre-tax
restructuring-related costs of $22 million
($15 million after tax or $.04 per share) in Cost of
products sold related to the previously announced initiatives to
improve operational efficiency and long-term profitability. See
Note 7 to the Consolidated Financial Statements and
Restructuring Charges for additional
information; and
In the fourth quarter of fiscal 2009, as part of the
companys annual review of intangible assets, an impairment
charge of $67 million ($47 million after tax or $.13
per share) was recorded in Other expense/(income) related to
certain European trademarks, including
Heisse Tasse
,
Blå Band
and
Royco
, used in the International
Simple Meals and Beverages segment. See Note 5 to the
Consolidated Financial Statements for additional information.
15
In the second quarter of fiscal 2009, the company recorded a
$4 million tax benefit ($.01 per share) related to the sale
of the Godiva Chocolatier business.
2010
2009
Earnings
EPS
Earnings
EPS
Impact
Impact
Impact
Impact
(Millions, except per share amounts)
$
844
$
2.42
$
732
$
2.03
$
$
$
4
$
.01
$
844
$
2.42
$
736
$
2.05
$
(10
)
$
(.03
)
$
$
(8
)
(.02
)
(15
)
(.04
)
(47
)
(.13
)
$
$
$
4
$
.01
$
(18
)
$
(.05
)
$
(58
)
$
(.16
)
(1)
The sum of the individual per share amounts does not equal due
to rounding.
% Change
2011
2010
2009
2011/2010
2010/2009
(Millions)
$
2,751
$
2,938
$
3,049
(6
)
(4
)
759
762
735
4
2,156
1,975
1,846
9
7
1,463
1,423
1,357
3
5
590
578
599
2
(4
)
$
7,719
$
7,676
$
7,586
1
1
16
Global
International
U.S.
Baking
Simple
North
Simple
U.S.
and
Meals and
America
Meals
Beverages
Snacking
Beverages
Foodservice
Total
(5
)%
2
%
3
%
%
(1
)%
(1
) %
2
1
(1
)
(2
)
(1
)
(1
)
2
(1
)
5
4
1
2
(6
)%
%
9
%
3
%
2
%
1
%
Global
International
U.S.
Baking
Simple
North
Simple
U.S.
and
Meals and
America
Meals
Beverages
Snacking
Beverages
Foodservice
Total
(3
)%
6
%
2
%
(1
)%
(5
)%
(1
)%
1
1
1
2
1
1
(2
)
(3
)
(3
)
(2
)
(1
)
(2
)
1
(1
)
6
7
1
3
(4
)%
4
%
7
%
5
%
(4
)%
1
%
(1)
Represents revenue reductions from trade promotion and consumer
coupon redemption programs.
Sales of
Campbells
condensed soups declined 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
ready-to-serve
soups decreased 9% with declines in both canned and microwavable
varieties.
Broth sales decreased 1%.
Sales of
Campbells
condensed soups declined 2%, as
declines in eating varieties were partially offset by gains in
cooking varieties.
Sales of
ready-to-serve
soups decreased 9% with declines in both canned and microwavable
varieties.
Broth sales increased 3% reflecting benefits from growth of
in-home eating occasions and consumer demand for 100% natural
product offerings.
17
Margin Impact
(2.2
)
(0.7
)
(0.2
)
1.9
0.4
(0.8
)
18
Margin Impact
2.1
0.8
0.3
0.1
(1.2
)
(1.0
)
1.1
19
% Change
2011
2010
2009
2011/2010
2010/2009
(Millions)
$
657
$
737
$
749
(11
)
(2
)
182
206
178
(12
)
16
355
322
265
10
22
185
161
69
15
133
82
55
53
49
4
1,461
1,481
1,314
(1
)
13
(119
)
(121
)
(107
)
(63
)
(12
)
(22
)
$
1,279
$
1,348
$
1,185
(1)
The International Simple Meals and Beverages segment included a
$67 million impairment charge in 2009 on certain European
trademarks. See Note 5 to the Consolidated Financial
Statements for additional information.
(2)
See Note 7 to the Consolidated Financial Statements for
additional information on restructuring charges and related
costs. Beginning in 2011, segment operating performance is
evaluated excluding restructuring charges. Prior periods were
modified to conform to the current presentation. See Note 6
to the Consolidated Financial Statements.
20
In Australia, the company will invest in a new system to
automate packing operations at its biscuit plant in Virginia.
This investment will occur over an
18-month
period and will result in the elimination of approximately 190
positions, subject to union and employee consultations. Further,
the company will improve asset utilization in the U.S. by
shifting production of
ready-to-serve
soups from Paris, Texas, to other facilities in 2012. In
addition, the manufacturing facility in Marshall, Michigan, was
closed in 2011,
21
and manufacturing of
Campbells Soup at Hand
microwavable products will be consolidated at the Maxton,
North Carolina, plant in 2012.
The company streamlined its salaried workforce by approximately
510 positions around the world, including approximately 130
positions at its world headquarters in Camden, New Jersey. These
actions were substantially completed in 2011. As part of this
initiative, the company outsourced a larger portion of its
U.S. retail merchandising activities to its current retail
sales agent, Acosta Sales and Marketing, and eliminated
approximately 190 positions. The company expects that this
action will enhance merchandising effectiveness and coverage for
its U.S. customers.
In connection with exiting the Russian market, the company will
eliminate approximately 50 positions. The exit process commenced
in 2011 and is expected to be completed in fiscal 2012.
Remaining
Total
Recognized
Costs to be
Program
as of July 31, 2011
Recognized
(Millions)
$
40
$
(37
)
$
3
25
(22
)
3
10
(4
)
6
$
75
$
(63
)
$
12
22
In April 2008, as part of the initiatives, the company announced
plans to close the Listowel, Ontario, Canada food plant. The
Listowel facility produced primarily frozen products, including
soup, entrees, and Pepperidge Farm products, as well as ramen
noodles. The facility employed approximately 500 people.
The company closed the facility in April 2009. Production was
transitioned to its network of North American contract
manufacturers and to its Downingtown, Pennsylvania, plant. In
connection with this action in 2009, the company recorded
$1 million of employee severance and benefit costs,
including other pension charges; $16 million
($11 million after tax) in accelerated depreciation of
property, plant and equipment; and $2 million
($1 million after tax) of other exit costs. In 2010, the
company recorded a restructuring charge of $12 million
($8 million after tax) for pension benefit costs, which
represented the final costs associated with the initiatives.
In April 2008, as part of the initiatives, the company also
announced plans to discontinue the private label biscuit and
industrial chocolate production at its Miranda, Australia,
facility. The company closed the Miranda facility, which
employed approximately 150 people, in the second quarter of
2009. In connection with this action in 2009, the company
recorded $1 million in accelerated depreciation of
property, plant and equipment and $2 million
($1 million after tax) of other exit costs.
23
24
Contractual Payments Due by Fiscal Year
2013 -
2015 -
Total
2012
2014
2016
Thereafter
(Millions)
$
3,057
$
657
$
700
$
300
$
1,400
645
110
174
130
231
1,043
695
146
73
129
206
45
63
46
52
149
60
75
14
168
48
29
23
68
$
5,268
$
1,615
$
1,187
$
586
$
1,880
(1)
Excludes unamortized net discount/premium on debt issuances and
amounts related to interest rate swaps designated as fair-value
hedges. For additional information on debt obligations, see
Note 13 to the Consolidated Financial Statements.
(2)
Interest payments for short-term borrowings are calculated based
on par values and rates of contractually obligated issuances at
fiscal year end. Interest payments on long-term debt are based
on principal amounts and fixed coupon rates at fiscal year end.
(3)
Represents payments of cross-currency swaps, forward exchange
contracts, commodity contracts, and deferred compensation
hedges. Contractual payments for cross-currency swaps represent
future undiscounted cash payments based on forward interest and
foreign exchange rates.
(4)
Represents other long-term liabilities, excluding unrecognized
tax benefits, postretirement benefits and payments related to
pension plans. For additional information on pension and
postretirement benefits, see Note 11 to the Consolidated
Financial Statements.
25
26
Expected Fiscal Year of
Maturity
2012
2013
2014
2015
2016
Thereafter
Total
Fair Value
(Millions)
$
2
$
400
$
300
$
300
$
$
1,400
$
2,402
$
2,603
3.29
%
5.00
%
4.88
%
3.38
%
4.62
%
4.56
%
$
655
(2)
$
655
$
655
1.19
%
1.19
%
$
300
(3)
$
200
(4)
$
500
$
33
1.00
%
0.94
%
0.97
%
5.00
%
4.88
%
4.95
%
(1)
Excludes unamortized net premium/discount on debt issuances and
amounts related to interest rate swaps designated as fair-value
hedges.
(2)
Represents $563 million of USD borrowings and
$92 million equivalent of borrowings in other currencies.
(3)
Swaps $300 million of 5.00% notes due in 2013.
(4)
Swaps $200 million of 4.875% notes due in 2014.
27
Fiscal Year of
Interest
Notional
Fair
Expiration
Rate
Value
Value
(Millions)
2012
1.46
%
$
69
$
(1
)
0.37
%
2012
1.48
%
$
61
$
(1
)
0.37
%
2012
4.33
%
$
102
$
(8
)
5.11
%
2012
1.71
%
$
82
$
(7
)
0.62
%
2012
1.75
%
$
37
$
(8
)
0.52
%
2013
2.24
%
$
21
$
(1
)
1.24
%
2013
5.68
%
$
133
$
(33
)
1.11
%
2013
2.17
%
$
41
$
(5
)
1.26
%
2013
0.82
%
$
158
$
1
0.33
%
2014
6.24
%
$
60
$
(30
)
5.66
%
2015
6.13
%
$
133
$
(35
)
1.94
%
$
897
$
(128
)
Average Contractual
Exchange Rate
Contract
(currency paid/
Amount
currency received)
(Millions)
$
139
0.98
$
44
1.30
$
30
1.02
$
16
9.12
28
29
30
2011
2010
2009
5.41
%
5.46
%
6.00
%
7.90
%
8.15
%
8.13
%
5.00
%
5.25
%
6.00
%
8.25
%
8.25
%
8.25
%
4.50
%
4.50
%
4.50
%
31
32
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.
Item 7A.
Quantitative
and Qualitative Disclosures about Market Risk
33
Item 8.
Financial
Statements and Supplementary Data
2011
2010
2009
(Millions, except per share amounts)
$
7,719
$
7,676
$
7,586
4,616
4,526
4,558
1,007
1,058
1,077
612
605
591
129
123
114
13
4
61
63
12
6,440
6,328
6,401
1,279
1,348
1,185
122
112
110
11
6
4
1,168
1,242
1,079
366
398
347
802
844
732
4
802
844
736
(3
)
$
805
$
844
$
736
$
2.44
$
2.44
$
2.05
0.01
$
2.44
$
2.44
$
2.06
326
340
352
$
2.42
$
2.42
$
2.03
0.01
$
2.42
$
2.42
$
2.05
329
343
354
34
July 31,
August 1,
2011
2010
(Millions, except per share amounts)
$
484
$
254
560
512
767
724
152
197
1,963
1,687
2,103
2,051
2,133
1,919
527
509
136
110
$
6,862
$
6,276
$
657
$
835
585
545
619
560
95
95
33
30
1,989
2,065
2,427
1,945
367
258
983
1,079
5,766
5,347
20
20
331
341
9,185
8,760
(8,021
)
(7,459
)
(427
)
(736
)
1,088
926
8
3
1,096
929
$
6,862
$
6,276
35
2011
2010
2009
(Millions)
$
802
$
844
$
736
67
63
12
87
88
84
268
251
264
46
54
144
108
99
57
(15
)
21
27
(14
)
105
(14
)
19
(9
)
28
(26
)
(34
)
(125
)
(144
)
(284
)
(13
)
3
(20
)
(44
)
(55
)
(70
)
(45
)
1,142
1,057
1,166
(272
)
(315
)
(345
)
9
13
1
(66
)
38
2
2
(6
)
(261
)
(300
)
(378
)
495
(265
)
(320
)
500
400
600
(700
)
(300
)
(378
)
(365
)
(350
)
(728
)
(472
)
(527
)
96
139
72
11
11
18
10
(6
)
(4
)
(7
)
(700
)
(556
)
(814
)
49
2
(4
)
230
203
(30
)
254
51
81
$
484
$
254
$
51
36
Campbell Soup Company Shareowners Equity
Earnings
Accumulated
Capital Stock
Additional
Retained
Other
Issued
In Treasury
Paid-in
in the
Comprehensive
Noncontrolling
Total
Shares
Amount
Shares
Amount
Capital
Business
Income (Loss)
Interests
Equity
(Millions, except per share amounts)
542
$
20
(186
)
$
(6,812
)
$
337
$
7,909
$
(136
)
$
3
$
1,321
736
736
(148
)
(148
)
(25
)
(25
)
(409
)
(409
)
(582
)
(582
)
154
(357
)
(357
)
(17
)
(527
)
(527
)
management incentive and
stock option plans
4
145
(5
)
140
542
20
(199
)
(7,194
)
332
8,288
(718
)
3
731
844
844
39
39
2
2
(59
)
(59
)
(18
)
(18
)
826
(372
)
(372
)
(14
)
(472
)
(472
)
7
207
9
216
542
20
(206
)
(7,459
)
341
8,760
(736
)
3
929
8
8
805
(3
)
802
264
264
(2
)
(2
)
47
47
309
309
1,111
(380
)
(380
)
(21
)
(728
)
(728
)
5
166
(10
)
156
542
$
20
(222
)
$
(8,021
)
$
331
$
9,185
$
(427
)
$
8
$
1,096
37
1.
Summary
of Significant Accounting Policies
38
2.
Recent
Accounting Pronouncements
39
40
3.
Divestitures
4.
Comprehensive
Income
2011
2010
$
396
$
132
(20
)
(18
)
(809
)
(856
)
6
6
$
(427
)
$
(736
)
41
(1)
Includes a tax expense of $4 in 2011 and a tax benefit of $1 in
2010. The amount related to noncontrolling interests was not
material.
(2)
Includes a tax benefit of $11 in 2011 and $10 in 2010.
(3)
Includes a tax benefit of $459 in 2011 and $489 in 2010.
5.
Goodwill
and Intangible Assets
U.S.
Global
International
North
Simple
U.S.
Baking and
Simple Meals
America
Meals
Beverages
Snacking
and Beverages
Foodservice
Total
$
322
$
112
$
700
$
621
$
146
$
1,901
54
(36
)
18
$
322
$
112
$
754
$
585
$
146
$
1,919
160
54
214
$
322
$
112
$
914
$
639
$
146
$
2,133
2011
2010
$
515
$
496
21
21
536
517
(9
)
(8
)
$
527
$
509
42
6.
Business
and Geographic Segment Information
43
2011
2010
2009
$
2,751
$
2,938
$
3,049
759
762
735
2,156
1,975
1,846
1,463
1,423
1,357
590
578
599
$
7,719
$
7,676
$
7,586
2011
2010
2009(3)
$
657
$
737
$
749
182
206
178
355
322
265
185
161
69
82
55
53
(119
)
(121
)
(107
)
(63
)
(12
)
(22
)
$
1,279
$
1,348
$
1,185
2011
2010
2009
$
87
$
86
$
86
20
21
15
82
75
71
42
35
41
13
13
28
24
21
23
$
268
$
251
$
264
2011
2010
2009
$
126
$
139
$
177
73
81
58
36
26
34
3
3
17
34
66
59
$
272
$
315
$
345
44
2011
2010
2009
$
2,129
$
2,146
$
2,168
1,982
1,710
1,628
1,539
1,396
1,474
350
360
377
862
664
409
$
6,862
$
6,276
$
6,056
(1)
Represents unallocated corporate expenses and unallocated assets.
(2)
See Note 7 for additional information.
(3)
Earnings before interest and taxes of the International Simple
Meals and Beverages segment included a $67 impairment charge on
certain European trademarks. See Note 5 for additional
information.
2011
2010
2009
$
4,437
$
4,594
$
4,674
2,321
2,129
1,995
961
953
917
$
7,719
$
7,676
$
7,586
2011
2010
2009
$
5,309
$
5,436
$
5,548
596
601
608
1,138
978
816
676
661
614
$
7,719
$
7,676
$
7,586
2011
2010
2009
$
1,281
$
1,279
$
1,388
102
104
119
384
326
283
109
105
108
227
237
79
$
2,103
$
2,051
$
1,977
(1)
Represents primarily corporate offices.
45
7.
Restructuring
Charges
In Australia, the company will invest in a new system to
automate packing operations at its biscuit plant in Virginia.
This investment will occur over an
18-month
period and will result in the elimination of approximately 190
positions, subject to union and employee consultations. Further,
the company will improve asset utilization in the U.S. by
shifting production of
ready-to-serve
soups from Paris, Texas, to other facilities in 2012. In
addition, the manufacturing facility in Marshall, Michigan, was
closed in 2011, and manufacturing of
Campbells Soup at
Hand
microwavable products will be consolidated at the
Maxton, North Carolina, plant in 2012.
The company streamlined its salaried workforce by approximately
510 positions around the world, including approximately 130
positions at its world headquarters in Camden, New Jersey. These
actions were substantially completed in 2011. As part of this
initiative, the company outsourced a larger portion of its
U.S. retail merchandising activities to its current retail
sales agent, Acosta Sales and Marketing, and eliminated
approximately 190 positions. The company expects that this
action will enhance merchandising effectiveness and coverage for
its U.S. customers.
In connection with exiting the Russian market, the company will
eliminate approximately 50 positions. The exit process commenced
in 2011 and is expected to be completed in fiscal 2012.
Recognized
Remaining
Total
as of
Costs to be
Program
July 31, 2011
Recognized
$
40
$
(37
)
$
3
25
(22
)
3
10
(4
)
6
$
75
$
(63
)
$
12
Accrued
2011
Accrued
Balance at
2011
Cash
Balance at
August 1, 2010
Charges
Payments
July 31, 2011
$
$
37
$
(2
)
$
35
22
4
4
$
$
63
$
(2
)
$
39
46
U.S.
Global
International
North
Simple
U.S.
Baking and
Simple Meals
America
Meals
Beverages
Snacking
and Beverages
Foodservice
Corporate
Total
$
10
$
3
$
12
$
10
$
1
$
1
$
37
20
2
22
1
3
4
$
31
$
3
$
12
$
12
$
1
$
4
$
63
Change
Total
in
Recognized
Program
Estimate(1)
2008-2010
$
62
$
(4
)
$
58
158
(4
)
154
10
(6
)
4
$
230
$
(14
)
$
216
(1)
Primarily due to foreign currency translation.
In April 2008, as part of the initiatives, the company announced
plans to close the Listowel, Ontario, Canada food plant. The
Listowel facility produced primarily frozen products, including
soup, entrees, and Pepperidge Farm products, as well as ramen
noodles for North America Foodservice. The facility employed
approximately 500 people. The company closed the facility
in April 2009. Production was transitioned to its network of
North American contract manufacturers and to its Downingtown,
Pennsylvania, plant. In connection with this action, in 2009,
the company recorded $1 of employee severance and benefit costs,
including other pension charges; $16 ($11 after tax) in
accelerated depreciation of property, plant and
47
equipment; and $2 ($1 after tax) of other exit costs. In 2010,
the company recorded a restructuring charge of $12 ($8 after
tax) for pension benefit costs, which represented the final
costs associated with the initiatives.
In April 2008, as part of the initiatives, the company also
announced plans to discontinue the private label biscuit and
industrial chocolate production at its Miranda, Australia,
facility, which was part of Global Baking and Snacking. The
company closed the Miranda facility, which employed
approximately 150 people, in the second quarter of 2009. In
connection with this action, in 2009, the company recorded $1 in
accelerated depreciation of property, plant, and equipment, and
$2 ($1 after tax) in other exit costs.
Severance Pay
Asset Impairment/
Other Exit
and Benefits
Accelerated Depreciation
Costs
Total
$
45
137
$
182
(4
)
(4
)
37
1
17
4
$
22
(26
)
(2
)
(6
)
4
12
$
12
(3
)
(12
)
1
(
1
)
$
(1)
In 2008, as part of the initiatives, the company sold certain
Australian salty snack food brands and assets, which were part
of Global Baking and Snacking, and recorded a pre-tax net loss
of $120 on the sale. The company streamlined its management
structure and eliminated certain overhead costs. These actions
began in the fourth quarter of 2008 and were substantially
completed in 2009. In connection with this action, the company
recorded $17 in employee severance and benefit costs in 2008.
The company also recognized $45 in costs associated with the
closures of the Listowel, Canada, and Miranda, Australia,
facilities.
(2)
Pension termination benefits are recognized in Other Liabilities
and Accumulated Other Compensation Income/(Loss). See
Note 11.
Global
International
North
Baking and
Simple Meals
America
Snacking
and Beverages
Foodservice
Total
$
14
$
9
$
35
$
58
131
23
154
2
2
4
$
147
$
9
$
60
$
216
48
8.
Acquisitions
May 4, 2009
$
2
1
1
$
4
$
12
30
16
14
$
76
$
3
7
$
10
$
66
9.
Earnings
per Share
2009
Basic
Diluted
$
(.03
)
$
(.01
)
$
(.03
)
$
(.01
)
49
2011
2010
2009
$
805
$
844
$
732
(9
)
(14
)
(12
)
$
796
$
830
$
720
$
$
$
4
$
$
$
4
$
805
$
844
$
736
(9
)
(14
)
(12
)
$
796
$
830
$
724
326
340
352
3
3
2
329
343
354
$
2.44
$
2.44
$
2.05
$
2.42
$
2.42
$
2.03
$
$
$
.01
$
$
$
.01
$
2.44
$
2.44
$
2.06
$
2.42
$
2.42
$
2.05
(1)
The sum of the individual per share amounts does not equal due
to rounding.
10.
Noncontrolling
Interests
50
11.
Pension
and Postretirement Benefits
Pension
2011
2010
2009
$
58
$
55
$
46
121
121
122
(178
)
(170
)
(163
)
1
1
1
70
49
19
(1
)
12
2
$
71
$
68
$
27
51
Postretirement
2011
2010
2009
$
3
$
3
$
3
18
19
22
(1
)
1
1
7
1
$
27
$
24
$
26
Pension
Postretirement
2011
2010
2011
2010
$
2,275
$
2,077
$
362
$
340
58
55
3
3
121
121
18
19
61
181
15
50
5
4
(146
)
(148
)
(34
)
(39
)
5
3
(4
)
(2
)
(1
)
(18
)
(8
)
(21
)
32
12
$
2,388
$
2,275
$
374
$
362
2011
2010
$
1,767
$
1,415
266
222
144
284
(139
)
(142
)
(6
)
(21
)
27
9
$
2,059
$
1,767
52
Pension
Postretirement
2011
2010
2011
2010
$
(10
)
$
(8
)
$
(30
)
$
(30
)
(319
)
(500
)
(344
)
(332
)
$
(329
)
$
(508
)
$
(374
)
$
(362
)
$
1,179
$
1,263
$
95
$
87
(3
)
(1
)
(9
)
(10
)
$
1,176
$
1,262
$
86
$
77
2011
2010
$
2,194
$
2,261
$
2,131
$
2,140
$
1,891
$
1,757
Pension
Postretirement
2011
2010
2011
2010
5.41
%
5.46
%
5.00
%
5.25
%
3.31
%
3.29
%
3.25
%
3.25
%
2011
2010
2009
5.46
%
6.00
%
6.87
%
8.15
%
8.13
%
8.60
%
3.29
%
3.29
%
3.97
%
53
2011
2010
8.25
%
8.25
%
4.50
%
4.50
%
2019
2018
Increase
Decrease
$
1
$
(1
)
$
20
$
(18
)
Strategic
Target
2011
2010
51
%
50
%
49
%
35
%
35
%
34
%
14
%
15
%
17
%
100
%
100
%
100
%
54
Level 1: Observable inputs that reflect quoted prices
(unadjusted) for identical assets in active markets.
Level 2: Inputs other than quoted prices included in
Level 1 that are observable for the asset 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
July 31, 2011 Using
as of
August 1, 2010 Using
July 31,
Fair Value Hierarchy
August 1,
Fair Value Hierarchy
2011
Level 1
Level 2
Level 3
2010
Level 1
Level 2
Level 3
$
65
$
5
$
60
$
$
60
$
5
$
55
$
396
396
308
308
267
267
245
245
414
414
357
357
88
88
89
89
9
9
21
21
31
31
21
21
42
42
17
17
366
366
298
298
73
73
46
46
27
27
26
26
70
7
44
19
60
4
38
18
20
20
24
24
196
196
174
174
8
8
$
2,064
$
675
$
1,350
$
39
$
1,754
$
562
$
1,142
$
50
(5
)
13
$
2,059
$
1,767
55
56
Real
Limited
Guaranteed Insurance
Estate
Partnerships
Contracts
Total
$
18
$
24
$
8
$
50
4
4
(2
)
6
(3
)
(8
)
(11
)
(6
)
(6
)
$
19
$
20
$
$
39
Real
Limited
Guaranteed Insurance
Estate
Partnerships
Contracts
Total
$
32
$
31
$
5
$
68
(2
)
(4
)
2
(4
)
1
1
(1
)
(3
)
(4
)
(11
)
(11
)
$
18
$
24
$
8
$
50
Pension
Postretirement
$
147
$
30
$
150
$
31
$
150
$
31
$
154
$
32
$
158
$
32
$
856
$
163
57
12.
Taxes on
Earnings
2011
2010
2009
$
215
$
253
$
145
27
46
12
78
45
46
320
344
203
47
38
142
(2
)
1
9
1
15
(7
)
46
54
144
$
366
$
398
$
347
$
944
$
1,051
$
976
224
191
103
$
1,168
$
1,242
$
1,079
2011
2010
2009
35.0
%
35.0
%
35.0
%
1.4
2.5
1.7
(2.1
)
(2.5
)
(0.8
)
(0.5
)
(0.7
)
(1.0
)
(1.8
)
(1.3
)
(1.0
)
(0.7
)
(1.0
)
(1.7
)
31.3
%
32.0
%
32.2
%
58
2011
2010
$
253
$
221
474
449
14
13
741
683
307
319
93
134
84
67
122
101
83
76
689
697
(156
)
(123
)
533
574
$
208
$
109
2011
2010
2009
$
36
$
42
$
54
6
14
(4
)
(11
)
(11
)
9
4
4
(11
)
(2
)
(4
)
(2
)
(3
)
$
43
$
36
$
42
59
13.
Short-term
Borrowings and Long-term Debt
2011
2010
$
563
$
96
700
92
34
1
1
1
1
3
$
657
$
835
(1)
Other includes unamortized net premium/discount on debt
issuances and unamortized gain on a terminated interest rate
swap.
60
Fiscal Year of Maturity
Rate
2011
2010
2011
6.75
%
$
$
700
2013
5.00
%
400
400
2014
4.88
%
300
300
2015
3.38
%
300
300
2017
3.05
%
400
400
2019
4.50
%
300
300
2021
4.25
%
500
2021
8.88
%
200
200
1
1
27
43
2,427
2,645
700
$
2,427
$
1,945
(1)
Other includes unamortized net premium/discount on debt
issuances and amounts related to interest rate swaps designated
as fair-value hedges. For additional information on fair-value
interest rate swaps, see Note 14.
14.
Financial
Instruments
61
62
Balance Sheet Classification
2011
2010
Other current assets
$
$
1
Other current assets
1
Other assets
3
Other assets
33
46
$
33
$
51
Other current assets
$
$
1
Other current assets
3
3
Other current assets
13
Other assets
1
1
$
4
$
18
$
37
$
69
Accrued liabilities
$
7
$
1
Accrued liabilities
1
Accrued liabilities
8
Other liabilities
30
24
$
45
$
26
Accrued liabilities
$
2
$
1
Accrued liabilities
2
Accrued liabilities
17
Accrued liabilities
3
2
Other liabilities
74
14
$
98
$
17
$
143
$
43
63
Total
Cash-Flow
Hedge
OCI Activity
2011
2010
$
(28
)
$
(31
)
(12
)
(5
)
4
(14
)
1
Location in Earnings
Other expenses/income
2
(1
)
Cost of products sold
4
17
Interest expense
3
1
$
(31
)
$
(28
)
Amount of Gain or (Loss)
Recognized in Earnings
Location of Gain or (Loss)
on Derivatives
Recognized in Earnings
2011
2010
Other expenses/income
$
$
(8
)
Cost of products sold
(1
)
Other expenses/income
(88
)
(12
)
Cost of products sold
7
Administrative expenses
1
9
$
(81
)
$
(11
)
64
15.
Fair
Value Measurements
Level 1: Observable inputs that reflect quoted prices
(unadjusted) for identical assets or liabilities in active
markets.
Level 2: Inputs other than quoted prices included in
Level 1 that are observable for the asset or liability
through corroboration with observable market data.
Level 3: Unobservable inputs that reflect the reporting
entitys own assumptions.
Fair Value
Fair Value Measurements at
Fair Value
Fair Value Measurements at
as of
July 31, 2011 Using
as of
August 1, 2010 Using
July 31,
Fair Value Hierarchy
August 1,
Fair Value Hierarchy
2011
Level 1
Level 2
Level 3
2010
Level 1
Level 2
Level 3
$
33
$
$
33
$
$
46
$
$
46
$
2
2
1
1
17
17
3
3
4
4
$
37
$
3
$
34
$
$
69
$
4
$
65
$
$
9
$
$
9
$
$
2
$
$
2
$
129
129
38
38
3
3
2
2
2
2
1
1
144
97
47
149
95
54
$
287
$
99
$
188
$
$
192
$
96
$
96
$
(1)
Based on LIBOR swap rates.
(2)
Based on observable market transactions of spot currency rates
and forward rates.
65
(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.
16.
Shareowners
Equity
17.
Stock-Based
Compensation
66
Weighted-
Weighted-
Average
Average
Remaining
Aggregate
Exercise
Contractual
Intrinsic
2011
Price
Life
Value
(Options in
(In years)
thousands)
12,473
$
26.47
$
(3,737
)
$
26.97
(30
)
$
33.82
8,706
$
26.23
2.2
$
59
8,706
$
26.23
2.2
$
59
67
Weighted-Average
Grant-Date
Shares/Units
Fair Value
(Restricted
stock/units
in thousands)
2,395
$
35.05
1,585
$
35.64
(1,113
)
$
35.74
(157
)
$
35.11
2,710
$
35.11
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
(343
)
$
39.74
3,431
$
40.78
2011
2010
2009
0.59
%
1.27
%
2.06
%
3.00
%
3.06
%
2.46
%
23.71
%
24.83
%
18.57
%
3 yrs.
3 yrs.
3 yrs.
68
18.
Commitments
and Contingencies
2012
2013
2014
2015
2016
Thereafter
$45
$34
$29
$24
$22
$52
69
19.
Supplemental
Financial Statement Data
2011
2010
$
530
$
483
(11
)
(17
)
519
466
41
46
$
560
$
512
$
261
$
261
506
463
$
767
$
724
$
112
$
128
1
16
39
53
$
152
$
197
$
64
$
61
1,224
1,182
3,896
3,651
179
149
5,363
5,043
(3,260
)
(2,992
)
$
2,103
$
2,051
$
20
$
34
47
21
69
55
$
136
$
110
$
231
$
229
37
2
132
129
32
47
39
1
148
152
$
619
$
560
70
2011
2010
$
319
$
500
144
149
344
332
90
22
51
45
35
31
$
983
$
1,079
(1)
Depreciation expense was $265 in 2011, $251 in 2010, and $264 in
2009. Buildings are depreciated over periods ranging from 7 to
45 years. Machinery and equipment are depreciated over
periods generally ranging from 2 to 20 years.
(2)
The deferred compensation obligation represents unfunded plans
maintained for the purpose of providing the companys
directors and certain of its executives the opportunity to defer
a portion of their compensation. All forms of compensation
contributed to the deferred compensation plans are accounted for
in accordance with the underlying program. Deferrals and company
contributions are credited to an investment account in the
participants name, although no funds are actually
contributed to the investment account and no investments are
actually purchased. Six investment choices are available,
including: (1) a book account that tracks the total return
on company stock; (2) a book account that tracks the
performance of the Vanguard Institutional Index; (3) a book
account that tracks the performance of the Vanguard Extended
Market Index; (4) a book account that tracks the
performance of the Vanguard Total International Stock Fund;
(5) a book account that tracks the performance of the
Vanguard Total Bond Market Index; and (6) a book account
that tracks the performance of Charles Schwab Stable Value Fund.
Participants can reallocate investments daily and are entitled
to the gains and losses on investment funds. The company
recognizes an amount in the Consolidated Statements of Earnings
for the market appreciation/depreciation of each fund.
2011
2010
2009
$
5
$
1
$
(7
)
3
67
5
3
1
$
13
$
4
$
61
$
123
$
116
$
114
1
4
4
$
122
$
112
$
110
(1)
In 2011, a $3 impairment charge was recognized related to a
trademark. In 2009, a $67 impairment charge was recognized on
certain trademarks. See also Note 5.
2011
2010
2009
$
104
$
90
$
59
4
9
(2
)
$
108
$
99
$
57
$
(48
)
$
(58
)
$
(52
)
(7
)
(12
)
7
$
(55
)
$
(70
)
$
(45
)
$
142
$
118
$
120
$
11
$
6
$
4
$
304
$
333
$
144
20.
Quarterly
Data
(unaudited)
2011
First
Second
Third
Fourth
$
2,172
$
2,127
$
1,813
$
1,607
894
838
732
639
279
239
187
100
0.82
0.72
0.58
0.31
0.275
0.29
0.29
0.29
0.82
0.71
0.57
0.31
$
37.59
$
36.99
$
35.00
$
35.66
$
35.32
$
33.44
$
32.66
$
32.80
72
2010
First
Second
Third
Fourth
$
2,203
$
2,153
$
1,802
$
1,518
923
871
743
613
304
259
168
113
0.87
0.74
0.49
0.33
0.25
0.275
0.275
0.275
0.87
0.74
0.49
0.33
$
33.98
$
35.80
$
36.25
$
37.50
$
29.81
$
30.96
$
32.18
$
34.18
(1)
Includes a $41 ($.12 per diluted share) restructuring charge in
the fourth quarter related to the 2011 initiatives to improve
supply chain efficiency, reduce overhead costs, and exit the
Russian market. See also Note 7.
(2)
Includes an $8 ($.02 per diluted share) restructuring charge in
the third quarter for pension benefit costs related to the 2008
initiatives to improve operational efficiency and long-term
profitability. See also Note 7.
A $10 ($.03 per diluted share) deferred tax expense to reduce
deferred tax assets as a result of the U.S. health care
legislation enacted in March 2010 was recorded in the third
quarter. See also Note 12.
pertain to the maintenance of records that, in reasonable
detail, accurately and fairly reflect the transactions and
dispositions of the assets of the company;
provide reasonable assurance that transactions are recorded as
necessary to permit preparation of financial statements in
accordance with generally accepted accounting principles, and
that receipts and expenditures of the company are being made
only in accordance with authorizations of management and
Directors of the company; and
provide reasonable assurance regarding prevention or timely
detection of unauthorized acquisition, use, or disposition of
the companys assets that could have a material effect on
the financial statements.
74
75
76
Item 9.
Changes
in and Disagreements with Accountants on Accounting and
Financial Disclosure
Item 9A.
Controls
and Procedures
Item 9B.
Other
Information
Item 10.
Directors,
Executive Officers and Corporate Governance
writing to Investor Relations, Campbell Soup Company, 1 Campbell
Place, Camden, NJ
08103-1799;
calling
1-800-840-2865; or
e-mailing
the companys Investor Relations Department at
investorrelations@campbellsoup.com.
77
Item 11.
Executive
Compensation
Item 12.
Security
Ownership of Certain Beneficial Owners and Management and
Related Shareowner Matters
Number of Securities
Number of
Weighted-
Remaining Available
Securities to be
Average
For
Issued Upon
Exercise Price
Future Issuance Under
Exercise of
of
Equity Compensation
Outstanding
Outstanding
Plans
Options,
Options,
(Excluding Securities
Warrants
Warrants and
Reflected in the First
and Rights(a)
Rights(b)
Column)(c)
14,842,965
$
26.23
12,099,132
N/A
N/A
N/A
14,842,965
$
26.23
12,099,132
(1)
Column (a) represents stock options and restricted stock
units outstanding under the 2005 Long-Term Plan, the 2003
Long-Term Plan and the 1994 Long-Term Plan. No additional awards
can be made under the 1994 Long-Term Plan. Future equity awards
under the 2005 Long-Term Plan and the 2003 Long-Term Plan may
take the form of stock options, SARs, performance unit awards,
restricted stock, restricted performance stock, restricted stock
units or stock awards. Column (b) represents the
weighted-average exercise price of the outstanding stock options
only; the outstanding restricted stock and restricted stock
units are not included in this calculation. Column
(c) represents the maximum aggregate number of future
equity awards that can be made under the 2005 Long-Term Plan and
the 2003 Long-Term Plan as of July 31, 2011. The maximum
number of future equity awards that can be made under the 2005
Long-Term Plan as of July 31, 2011 is 10,500,021. The
maximum number of future equity awards that can be made under
the 2003 Long-Term Plan as of July 31, 2011 is 1,599,111
(the 2003 Plan Limit). Each stock option or SAR awarded under
the 2003 Long-Term Plan reduces the 2003 Plan Limit by one
share. Each restricted stock unit, restricted stock, restricted
performance stock unit, restricted performance stock or stock
award under the 2003 Long-Term Plan reduces the 2003 Plan Limit
by four shares. In the event any award (or portion thereof)
under the 1994 Long-Term Plan lapses, expires or is otherwise
terminated without the issuance of any company stock or is
settled by delivery of consideration other than company stock,
the maximum number of future equity awards that can be made
under the 2003 Long-Term Plan automatically increases by the
number of such shares.
78
Item 13.
Certain
Relationships and Related Transactions, and Director
Independence
Item 14.
Principal
Accounting Fees and Services
Item 15.
Exhibits
and Financial Statement Schedules
1.
Financial
Statements
Consolidated Statements of Earnings for 2011, 2010 and 2009
Consolidated Balance Sheets as of July 31, 2011 and
August 1, 2010
Consolidated Statements of Cash Flows for 2011, 2010 and 2009
Consolidated Statements of Equity for 2011, 2010 and 2009
Notes to Consolidated Financial Statements
Managements Report on Internal Control Over Financial
Reporting
Report of Independent Registered Public Accounting Firm
2.
Financial
Statement Schedule
II Valuation and Qualifying Accounts for 2011, 2010,
and 2009
3.
Exhibits
Campbells Restated Certificate of Incorporation as amended
through February 24, 1997 was filed with the SEC with
Campbells Form 10-K (SEC file number 1-3822) for the
fiscal year ended July 28, 2002, and is incorporated herein by
reference.
Campbells By-Laws, effective August 1, 2011, were filed
with the SEC on a Form 8-K (SEC file number 1-3822) on June 24,
2011, and are incorporated herein by reference.
With respect to Campbells 5.000% notes due 2012 and
4.875% notes due 2013, the form of Indenture between Campbell
and Deutsche Bank Trust Company Americas (successor in interest
to Bankers Trust Company), as Trustee, and the associated form
of security were filed with the SEC with Campbells
Registration Statement No. 333-11497, and are incorporated
herein by reference.
With respect to Campbells 3.375% notes due 2014,
3.050% notes due 2014, 4.500% notes due 2019, and 4.250%
notes due 2021, the form of Indenture between Campbell and The
Bank of New York Mellon, as Trustee, and the associated form of
security were filed with the SEC with Campbells
Registration Statement No. 333-155626, and are incorporated
herein by reference.
Except as described in 4(a) and 4(b) above, there is no
instrument with respect to long-term debt of the company that
involves indebtedness or securities authorized thereunder
exceeding 10 percent of the total assets of the company and
its subsidiaries on a consolidated basis. The company agrees to
file a copy of any instrument or agreement defining the rights
of holders of long-term debt of the company upon request of the
SEC.
79
Major Stockholders Voting Trust Agreement dated June 2,
1990, as amended, was filed with the SEC by (i) Campbell as
Exhibit 99.C to Campbells Schedule 13E-4 (SEC file number
5-7735) filed on September 12, 1996, and (ii) with respect to
certain subsequent amendments, the Trustees of the Major
Stockholders Voting Trust as Exhibit 99.G to Amendment No.
7 to their Schedule 13D (SEC file number 5-7735) dated March 3,
2000, and as Exhibit 99.M to Amendment No. 8 to their Schedule
13D (SEC file number 5-7735) dated January 26, 2001, and as
Exhibit 99.P to Amendment No. 9 to their Schedule 13D (SEC file
number 5-7735) dated September 30, 2002, and is incorporated
herein by reference.
Campbell Soup Company 1994 Long-Term Incentive Plan, as amended
on November 17, 2000, was filed with the SEC with
Campbells 2000 Proxy Statement (SEC file number 1-3822),
and is incorporated herein by reference.
Campbell Soup Company 2003 Long-Term Incentive Plan, as amended
and restated on September 25, 2008, was filed with the SEC with
Campbells Form 10-K (SEC file number 1-3822) for the
fiscal year ended August 3, 2008, and is incorporated herein by
reference.
Campbell Soup Company 2005 Long-Term Incentive Plan, as amended
and restated on November 18, 2010, was filed with the SEC with
Campbells 2010 Proxy Statement (SEC file number 1-3822),
and is incorporated herein by reference.
Campbell Soup Company Annual Incentive Plan, as amended on
November 18, 2004, was filed with the SEC with Campbells
2004 Proxy Statement (SEC file number 1-3822), and is
incorporated herein by reference.
Campbell Soup Company Mid-Career Hire Pension Plan, as amended
and restated effective as of January 1, 2009, was filed with the
SEC with Campbells Form 10-Q (SEC file number 1-3822) for
the fiscal quarter ended February 1, 2009, and is incorporated
herein by reference.
First Amendment to the Campbell Soup Company Mid-Career Hire
Pension Plan, effective as of December 31, 2010, was filed with
the SEC with Campbells Form 10-Q (SEC file number 1-3822)
for the fiscal quarter ended January 30, 2011, and is
incorporated herein by reference.
Deferred Compensation Plan, effective November 18, 1999, was
filed with the SEC with Campbells Form 10-K (SEC file
number 1-3822) for the fiscal year ended July 30, 2000, and is
incorporated herein by reference.
Campbell Soup Company Supplemental Retirement Plan (formerly
known as Deferred Compensation Plan II), as amended and restated
effective as of January 1, 2011.
Severance Protection Agreement dated January 8, 2001, with
Douglas R. Conant, President and Chief Executive Officer through
fiscal 2011, was filed with the SEC with Campbells Form
10-Q (SEC file number 1-3822) for the fiscal quarter ended
January 28, 2001, and is incorporated herein by reference.
Agreements with the other executive officers listed under the
heading Executive Officers of the Company (other
than B. Craig Owens) are in all material respects the same as
Mr. Conants agreement.
Amendment to the Severance Protection Agreement dated February
26, 2008, with Douglas R. Conant, President and Chief Executive
Officer through fiscal 2011, was filed with the SEC with
Campbells Form 10-Q (SEC file number 1-3822) for the
fiscal quarter ended November 2, 2008, and is incorporated
herein by reference. Amendments with the other executive
officers listed under the heading Executive Officers of
the Company (other than B. Craig Owens) are in all
material respects the same as Mr. Conants agreement.
Form of U.S. Severance Protection Agreement, which is applicable
to executives hired after March 1, 2008 and before August 1,
2011 (such as B. Craig Owens), was filed with the SEC with
Campbells Form 10-Q (SEC file number 1-3822) for the
fiscal quarter ended November 2, 2008, and is incorporated
herein by reference.
Form of Non-U.S. Severance Protection Agreement, which is
applicable to executives hired after March 1, 2008 and before
August 1, 2011, was filed with the SEC with Campbells Form
10-Q (SEC file number 1-3822) for the fiscal quarter ended
November 2, 2008, and is incorporated herein by reference.
Form of U.S. Severance Protection Agreement, which is applicable
to executives hired on or after August 1, 2011.
Form of Non-U.S. Severance Protection Agreement, which is
applicable to executives hired on or after August 1, 2011.
80
Campbell Soup Company Severance Pay Plan for Salaried Employees,
as amended and restated effective January 1, 2011, was filed
with the SEC with Campbells Form 10-Q (SEC file number
1-3822) for the fiscal quarter ended May 1, 2011, and is
incorporated herein by reference.
Campbell Soup Company Supplemental Employees Retirement
Plan, as amended and restated effective January 1, 2009, was
filed with the SEC with Campbells Form 10-Q (SEC file
number 1-3822) for the fiscal quarter ended February 1, 2009,
and is incorporated herein by reference.
First Amendment to the Campbell Soup Company Supplemental
Employees Retirement Plan, effective as of December 31,
2010, was filed with the SEC with Campbells Form 10-Q (SEC
file number 1-3822) for the fiscal quarter ended January 30,
2011, and is incorporated herein by reference.
2003 Long-Term Incentive Plan Time-Lapse Restricted Stock Unit
Agreement, dated as of November 1, 2008, between the company and
B. Craig Owens was filed with the SEC with Campbells Form
10-Q (SEC file number 1-3822) for the fiscal quarter ended
November 2, 2008, and is incorporated herein by reference.
Form of 2005 Long-Term Incentive Plan Time-Lapse Restricted
Stock Unit Agreement, which is applicable to the July 1, 2011
restricted stock unit grants to each of B. Craig Owens and Ellen
O. Kaden, was filed with the SEC on a Form 8-K (SEC file number
1-3822) on July 1, 2011, and is incorporated herein by reference.
Subsidiaries (Direct and Indirect) of the company.
Consent of Independent Registered Public Accounting Firm.
Power of Attorney.
Certification of Denise M. Morrison pursuant to Rule 13a-14(a).
Certification of B. Craig Owens pursuant to Rule 13a-14(a).
Certification of Denise M. Morrison 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
81
By:
Anthony P. DiSilvestro
Senior Vice President Finance
(Principal Accounting Officer)
Paul R. Charron
Chairman and Director
}
Denise M. Morrsion
President, Chief Executive
}
Officer and Director
}
Edmund M. Carpenter
Director
}
Bennett Dorrance
Director
}
Harvey Golub
Director
}
Lawrence C. Karlson
Director
}
Randall W. Larrimore
Director
}
Ellen Oran Kaden
Mary Alice D. Malone
Director
}
Senior Vice
President
Sara Mathew
Director
}
Law and
Government
William D. Perez
Director
}
Affairs
Charles R. Perrin
Director
}
A. Barry Rand
Director
}
Nick Shreiber
Director
}
Archbold D. van Beuren
Director
}
Les C. Vinney
Director
}
Charlotte C. Weber
Director
}
82
Valuation and Qualifying Accounts
For the Fiscal Years ended July 31, 2011, August 1,
2010, and August 2, 2009
Charged to/
(Reduction in)
Balance at
Costs
Balance at
Beginning of
and
End of
Period
Expenses
Deductions
Period
(Dollars in millions)
$
5
$
113
$
(113
)
$
5
4
2
(4
)
2
8
(2
)
(2
)
4
$
17
$
113
$
(119
)
$
11
$
5
$
116
$
(116
)
$
5
3
2
(1
)
4
11
(3
)
8
$
19
$
115
$
(117
)
$
17
$
5
$
116
$
(116
)
$
5
5
1
(3
)
3
11
11
$
21
$
117
$
(119
)
$
19
(1)
The returns reserve is evaluated quarterly and adjusted
accordingly. During each period, returns are charged to net
sales in the Consolidated Statements of Earnings as incurred.
Actual returns were approximately $145 in 2011, $130 in 2010,
and $140 in 2009, or less than 2% of net sales.
83
Document
Campbells Restated Certificate of Incorporation as amended through
February 24, 1997 was filed with the SEC with Campbells Form 10-K
(SEC file number 1-3822) for the fiscal year ended July 28, 2002, and
is incorporated herein by reference.
Campbells By-Laws, effective August 1, 2011, were filed with the SEC
on a Form 8-K (SEC file number 1-3822) on June 24, 2011, and are
incorporated herein by reference.
With respect to Campbells 5.000% notes due 2012 and 4.875% notes due
2013, the form of Indenture between Campbell and Deutsche Bank Trust
Company Americas (successor in interest to Bankers Trust Company), as
Trustee, and the associated form of security were filed with the SEC
with Campbells Registration Statement No. 333-11497, and are
incorporated herein by reference.
With respect to Campbells 3.375% notes due 2014, 3.050% notes due
2014, 4.500% notes due 2019, and 4.250% notes due 2021, the form of
Indenture between Campbell and The Bank of New York Mellon, as
Trustee, and the associated form of security were filed with the SEC
with Campbells Registration Statement No. 333-155626, and are
incorporated herein by reference.
Except as described in 4(a) and 4(b) above, there is no instrument
with respect to long-term debt of the company that involves
indebtedness or securities authorized thereunder exceeding 10 percent
of the total assets of the company and its subsidiaries on a
consolidated basis. The company agrees to file a copy of any
instrument or agreement defining the rights of holders of long-term
debt of the company upon request of the SEC.
Major Stockholders Voting Trust Agreement dated June 2, 1990, as
amended, was filed with the SEC by (i) Campbell as Exhibit 99.C to
Campbells Schedule 13E-4 (SEC file number 5-7735) filed on September
12, 1996, and (ii) with respect to certain subsequent amendments, the
Trustees of the Major Stockholders Voting Trust as Exhibit 99.G to
Amendment No. 7 to their Schedule 13D (SEC file number 5-7735) dated
March 3, 2000, and as Exhibit 99.M to Amendment No. 8 to their
Schedule 13D (SEC file number 5-7735) dated January 26, 2001, and as
Exhibit 99.P to Amendment No. 9 to their Schedule 13D (SEC file number
5-7735) dated September 30, 2002, and is incorporated herein by
reference.
Campbell Soup Company 1994 Long-Term Incentive Plan, as amended on
November 17, 2000, was filed with the SEC with Campbells 2000 Proxy
Statement (SEC file number 1-3822), and is incorporated herein by
reference.
Campbell Soup Company 2003 Long-Term Incentive Plan, as amended and
restated on September 25, 2008, was filed with the SEC with Campbells
Form 10-K (SEC file number 1-3822) for the fiscal year ended August 3,
2008, and is incorporated herein by reference.
Campbell Soup Company 2005 Long-Term Incentive Plan, as amended and
restated on November 18, 2010, was filed with the SEC with Campbells
2010 Proxy Statement (SEC file number 1-3822), and is incorporated
herein by reference.
Campbell Soup Company Annual Incentive Plan, as amended on November
18, 2004,
Document
was filed with the SEC with Campbells 2004 Proxy Statement
(SEC file number 1-3822), and is incorporated herein by reference.
Campbell Soup Company Mid-Career Hire Pension Plan, as amended and
restated effective as of January 1, 2009, was filed with the SEC with
Campbells Form 10-Q (SEC file number 1-3822) for the fiscal quarter
ended February 1, 2009, and is incorporated herein by reference.
First Amendment to the Campbell Soup Company Mid-Career Hire Pension
Plan, effective as of December 31, 2010, was filed with the SEC with
Campbells Form 10-Q (SEC file number 1-3822) for the fiscal quarter
ended January 30, 2011, and is incorporated herein by reference.
Deferred Compensation Plan, effective November 18, 1999, was filed
with the SEC with Campbells Form 10-K (SEC file number 1-3822) for
the fiscal year ended July 30, 2000, and is incorporated herein by
reference.
Campbell Soup Company Supplemental Retirement Plan (formerly known as
Deferred Compensation Plan II), as amended and restated effective as
of January 1, 2011.
Severance Protection Agreement dated January 8, 2001, with Douglas R.
Conant, President and Chief Executive Officer through fiscal 2011, was
filed with the SEC with Campbells Form 10-Q (SEC file number 1-3822)
for the fiscal quarter ended January 28, 2001, and is incorporated
herein by reference. Agreements with the other executive officers
listed under the heading Executive Officers of the Company (other
than B. Craig Owens) are in all material respects the same as Mr.
Conants agreement.
Amendment to the Severance Protection Agreement dated February 26,
2008, with Douglas R. Conant, President and Chief Executive Officer
through fiscal 2011, was filed with the SEC with Campbells Form 10-Q
(SEC file number 1-3822) for the fiscal quarter ended November 2,
2008, and is incorporated herein by reference. Amendments with the
other executive officers listed under the heading Executive Officers
of the Company (other than B. Craig Owens) are in all material
respects the same as Mr. Conants agreement.
Form of U.S. Severance Protection Agreement, which is applicable to
executives hired after March 1, 2008 and before August 1, 2011 (such
as B. Craig Owens), was filed with the SEC with Campbells Form 10-Q
(SEC file number 1-3822) for the fiscal quarter ended November 2,
2008, and is incorporated herein by reference.
Form of Non-U.S. Severance Protection Agreement, which is applicable
to executives hired after March 1, 2008 and before August 1, 2011, was
filed with the SEC with Campbells Form 10-Q (SEC file number 1-3822)
for the fiscal quarter ended November 2, 2008, and is incorporated
herein by reference.
Form of U.S. Severance Protection Agreement, which is applicable to
executives hired on or after August 1, 2011.
Form of Non-U.S. Severance Protection Agreement, which is applicable
to executives hired on or after August 1, 2011.
Campbell Soup Company Severance Pay Plan for Salaried Employees, as
amended and restated effective January 1, 2011, was filed with the SEC
with Campbells Form 10-Q (SEC file number 1-3822) for the fiscal
quarter ended May 1, 2011, and is
Document
incorporated herein by reference.
Campbell Soup Company Supplemental Employees Retirement Plan, as
amended and restated effective January 1, 2009, was filed with the SEC
with Campbells Form 10-Q (SEC file number 1-3822) for the fiscal
quarter ended February 1, 2009, and is incorporated herein by
reference.
First Amendment to the Campbell Soup Company Supplemental Employees
Retirement Plan, effective as of December 31, 2010, was filed with the
SEC with Campbells Form 10-Q (SEC file number 1-3822) for the fiscal
quarter ended January 30, 2011, and is incorporated herein by
reference.
2003 Long-Term Incentive Plan Time-Lapse Restricted Stock Unit
Agreement, dated as of November 1, 2008, between the company and B.
Craig Owens was filed with the SEC with Campbells Form 10-Q (SEC file
number 1-3822) for the fiscal quarter ended November 2, 2008, and is
incorporated herein by reference.
Form of 2005 Long-Term Incentive Plan Time-Lapse Restricted Stock Unit
Agreement, which is applicable to the July 1, 2011 restricted stock
unit grants to each of B. Craig Owens and Ellen O. Kaden, was filed
with the SEC on a Form 8-K (SEC file number 1-3822) on July 1, 2011,
and is incorporated herein by reference.
Subsidiaries (Direct and Indirect) of the company.
Consent of Independent Registered Public Accounting Firm.
Power of Attorney.
Certification of Denise M. Morrison pursuant to Rule 13a-14(a).
Certification of B. Craig Owens pursuant to Rule 13a-14(a).
Certification of Denise M. Morrison 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
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
|
15 | |||
|
||||
VIII FUNDING
|
18 | |||
|
||||
IX AMENDMENT AND TERMINATION
|
18 | |||
|
||||
X CHANGE IN CONTROL
|
18 | |||
|
||||
XI MISCELLANEOUS
|
23 | |||
|
||||
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-
Vested Total Value | Form of Payment | |
$1 to $25,000.99
|
Lump Sum Payment | |
$25,001 to $50,000.99
|
2 Annual Installments |
-13-
Vested Total Value | Form of Payment | |
$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-
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 | |||
-25-
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ATTEST: | Campbell Soup Company | |||||
|
By: |
|||||
|
|
|||||
|
By: | |||||
|
|
Page 12 of 13
Salary Grade Level at Termination Date | Severance Pay Multiple | |
42 44
46 48 50 and above |
1.5
2.0 2.5 |
Salary Grade Level at Termination Date | Benefits Continuation Period | |
42 44
46 48 50 and above |
18 months
24 months 30 months |
Salary Grade Level at Termination Date | Additional Service Credit | |
42 44
46 48 50 and above |
18 months
24 months 30 months |
Page 13 of 13
Page 1 of 13
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ATTEST:
|
Campbell Soup Company | ||
|
|||
|
By: | ||
|
|||
|
President and
Chief Executive Officer |
||
Corporate Secretary
|
|||
|
|||
|
By: | ||
|
|||
|
Executive |
Page 12 of 13
Salary Grade Level at Termination Date | Severance Pay Multiple | |
42 44 | 1.5 | |
46 48 | 2.0 | |
50 and above | 2.5 |
Salary Grade Level at Termination Date | Benefits Continuation Period | |
42 44 | 18 months | |
46 48 | 24 months | |
50 and above | 30 months |
Salary Grade Level at Termination Date | Additional Service Credit | |
42 44 | 18 months | |
46 48 | 24 months | |
50 and above | 30 months |
Page 13 of 13
Name of Subsidiary and Name | ||
Under Which It Does Business | Jurisdiction of Incorporation | |
1035 Line Company
|
Delaware | |
|
||
AB Australasia Pty Limited
|
Australia | |
|
||
Arnotts Biscuit Company Singapore Pte. Ltd
|
Singapore | |
|
||
Arnotts Biscuits Holdings Pty Limited
|
Australia | |
|
||
Arnotts Biscuits Limited
|
Australia | |
|
||
Arnotts Limited
|
Australia | |
|
||
Arnotts New Zealand Limited
|
New Zealand | |
|
||
Arnotts Sales Pty Limited
|
Australia | |
|
||
Arnotts Foundation Pty. Limited
|
Australia | |
|
||
Aulsebrooks Limited
|
New Zealand | |
|
||
CAH Corporation
|
Delaware | |
|
||
Campbell Argentina S.A
|
Argentina | |
|
||
Campbell Australasia Pty Ltd
|
Australia | |
|
||
Campbell Belgium Holding N.V.
|
Belgium | |
|
||
Campbell Canada Holdings Ltd.
|
Canada | |
|
||
Campbell Canada Limited Partnership
|
Canada | |
|
||
Campbell Cheong Chan Malaysia Sdn Bhd
|
Malaysia | |
|
||
Campbell Company of Canada
|
Canada | |
|
||
Campbell EU Investment Company
|
Delaware | |
|
||
Campbell Finance B.V.
|
Netherlands | |
|
||
Campbell Finance Corp. LLC
|
Delaware | |
|
||
Campbell Finance 2 Corp.
|
Delaware | |
|
||
Campbell Foods Belgium n.v./s.a.
|
Belgium |
Name of Subsidiary and Name
Under Which It Does Business
Jurisdiction of Incorporation
Pennsylvania
France
France
France
Delaware
Australia
Delaware
Canada
Japan
Delaware
Delaware
Luxembourg
Netherlands
New Jersey
Hong Kong
Dominican Republic
Finland
Russia
Sweden
Delaware
China
Malaysia
Hong Kong
Hong Kong
China
Name of Subsidiary and Name
Under Which It Does Business
Jurisdiction of Incorporation
New Jersey
Mexico
New Zealand
Germany
Russia
Netherlands
United Kingdom
Delaware
Delaware
Delaware
Australia
Australia
Mexico
New Jersey
Guatemala
France
Australia
New Jersey
Delaware
New Jersey
Germany
New Jersey
Australia
Germany
Germany
Name of Subsidiary and Name | ||
Under Which It Does Business | Jurisdiction of Incorporation | |
Helios Malaysia Sdn Bhd
|
Malaysia | |
|
||
Immobiliaria Campbells de Mexico, S.A. de C.V.
|
Mexico | |
|
||
Jokisch Schnellgerichte GmbH
|
Germany | |
|
||
Joseph Campbell Company
|
New Jersey | |
|
||
Konservenfabrik Koenig & Hartung Nachf. Siersse Gmbh
|
Germany | |
|
||
Lacroix GmbH
|
Germany | |
|
||
Pepperidge Farm, Incorporated
|
Connecticut | |
|
||
Players Biscuits Pty. Ltd.
|
Australia | |
|
||
Players Group Limited
|
Australia | |
|
||
Plyfix Pty. Ltd.
|
Australia | |
|
||
PT Arnotts Indonesia
|
Indonesia | |
|
||
Sinalopasta S.A. de C.V.
|
Mexico | |
|
||
Stockpot Inc.
|
Washington | |
|
||
Swire Linx Trading (Shenzhen) Co Ltd
|
China |
Signature | Dated as of September 22, 2011 | |
|
||
/s/ Edmund M. Carpenter
|
/s/ Denise M. Morrison | |
|
||
Edmund M. Carpenter
|
Denise M. Morrison | |
|
||
/s/ Paul R. Charron
|
/s/ William D. Perez | |
|
||
Paul R. Charron
|
William D. Perez | |
|
||
/s/ Bennett Dorrance
|
/s/ Charles R. Perrin | |
|
||
Bennett Dorrance
|
Charles R. Perrin | |
|
||
/s/ Harvey Golub
|
/s/ A Barry Rand | |
|
||
Harvey Golub
|
A. Barry Rand | |
|
||
/s/ Lawrence C. Karlson
|
/s/ Nick Shreiber | |
|
||
Lawrence C. Karlson
|
Nick Shreiber | |
|
||
/s/ Randall W. Larrimore
|
/s/ Archbold D. van Beuren | |
|
||
Randall W. Larrimore
|
Archbold D. van Beuren | |
|
||
/s/ Mary Alice D. Malone
|
/s/ Les C. Vinney | |
|
||
Mary Alice D. Malone
|
Les C. Vinney | |
|
||
/s/ Sara Mathew
|
/s/ Charlotte C. Weber | |
|
||
Sara Mathew
|
Charlotte C. Weber |
By: |
/s/ Denise
M. Morrison
|
Title: | President and Chief Executive Officer |
By: |
/s/ B.
Craig Owens
|
Title: | Senior Vice President Chief Financial |
By: |
/s/ Denise
M. Morrison
|
Title: | President and Chief Executive Officer |
By: |
/s/ B.
Craig Owens
|
Title: |
Senior Vice President
Chief Financial Officer and Chief Administrative Officer |