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For the Quarterly Period Ended
October 27, 2013 |
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
|
||||||
|
October 27,
2013 |
|
October 28,
2012 |
||||
Net sales
|
$
|
2,165
|
|
|
$
|
2,205
|
|
Costs and expenses
|
|
|
|
||||
Cost of products sold
|
1,388
|
|
|
1,384
|
|
||
Marketing and selling expenses
|
261
|
|
|
236
|
|
||
Administrative expenses
|
148
|
|
|
155
|
|
||
Research and development expenses
|
31
|
|
|
27
|
|
||
Other expenses / (income)
|
11
|
|
|
13
|
|
||
Restructuring charges
|
21
|
|
|
22
|
|
||
Total costs and expenses
|
1,860
|
|
|
1,837
|
|
||
Earnings before interest and taxes
|
305
|
|
|
368
|
|
||
Interest expense
|
31
|
|
|
36
|
|
||
Interest income
|
1
|
|
|
3
|
|
||
Earnings before taxes
|
275
|
|
|
335
|
|
||
Taxes on earnings
|
95
|
|
|
105
|
|
||
Earnings from continuing operations
|
180
|
|
|
230
|
|
||
Earnings (loss) from discontinued operations
|
(9
|
)
|
|
13
|
|
||
Net earnings
|
171
|
|
|
243
|
|
||
Less: Net earnings (loss) attributable to noncontrolling interests
|
(1
|
)
|
|
(2
|
)
|
||
Net earnings attributable to Campbell Soup Company
|
$
|
172
|
|
|
$
|
245
|
|
Per Share — Basic
|
|
|
|
||||
Earnings from continuing operations attributable to Campbell Soup Company
|
$
|
.58
|
|
|
$
|
.74
|
|
Earnings (loss) from discontinued operations
|
(.03
|
)
|
|
.04
|
|
||
Net earnings attributable to Campbell Soup Company
|
$
|
.55
|
|
|
$
|
.78
|
|
Dividends
|
$
|
.312
|
|
|
$
|
.29
|
|
Weighted average shares outstanding — basic
|
314
|
|
|
314
|
|
||
Per Share — Assuming Dilution
|
|
|
|
||||
Earnings from continuing operations attributable to Campbell Soup Company
|
$
|
.57
|
|
|
$
|
.73
|
|
Earnings (loss) from discontinued operations
|
(.03
|
)
|
|
.04
|
|
||
Net earnings attributable to Campbell Soup Company
|
$
|
.54
|
|
|
$
|
.78
|
|
Weighted average shares outstanding — assuming dilution
|
317
|
|
|
316
|
|
|
Three Months Ended
|
||||||||||||||||||||||
|
October 27, 2013
|
|
October 28, 2012
|
||||||||||||||||||||
|
Pre-tax amount
|
|
Tax (expense) benefit
|
|
After-tax amount
|
|
Pre-tax amount
|
|
Tax (expense) benefit
|
|
After-tax amount
|
||||||||||||
Net earnings
|
|
|
|
|
$
|
171
|
|
|
|
|
|
|
$
|
243
|
|
||||||||
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Foreign currency translation adjustments
|
$
|
48
|
|
|
$
|
(2
|
)
|
|
46
|
|
|
$
|
12
|
|
|
$
|
—
|
|
|
12
|
|
||
Cash-flow hedges:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Unrealized gains (losses) arising during the period
|
(3
|
)
|
|
1
|
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Pension and other postretirement benefits:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Reclassification of net actuarial loss included in net earnings
|
22
|
|
|
(8
|
)
|
|
14
|
|
|
30
|
|
|
(11
|
)
|
|
19
|
|
||||||
Other comprehensive income (loss)
|
$
|
67
|
|
|
$
|
(9
|
)
|
|
$
|
58
|
|
|
$
|
42
|
|
|
$
|
(11
|
)
|
|
$
|
31
|
|
Total comprehensive income (loss)
|
|
|
|
|
229
|
|
|
|
|
|
|
274
|
|
||||||||||
Total comprehensive income (loss) attributable to noncontrolling interests
|
|
|
|
|
(2
|
)
|
|
|
|
|
|
(2
|
)
|
||||||||||
Total comprehensive income (loss) attributable to Campbell Soup Company
|
|
|
|
|
$
|
231
|
|
|
|
|
|
|
$
|
276
|
|
|
October 27,
2013 |
|
July 28,
2013 |
||||
Current assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
305
|
|
|
$
|
333
|
|
Accounts receivable, net
|
804
|
|
|
635
|
|
||
Inventories
|
1,079
|
|
|
925
|
|
||
Other current assets
|
206
|
|
|
135
|
|
||
Current assets of discontinued operations held for sale
|
193
|
|
|
193
|
|
||
Total current assets
|
2,587
|
|
|
2,221
|
|
||
Plant assets, net of depreciation
|
2,283
|
|
|
2,260
|
|
||
Goodwill
|
2,461
|
|
|
2,297
|
|
||
Other intangible assets, net of amortization
|
1,194
|
|
|
1,021
|
|
||
Other assets
|
123
|
|
|
131
|
|
||
Non-current assets of discontinued operations held for sale
|
407
|
|
|
393
|
|
||
Total assets
|
$
|
9,055
|
|
|
$
|
8,323
|
|
Current liabilities
|
|
|
|
||||
Short-term borrowings
|
$
|
2,585
|
|
|
$
|
1,909
|
|
Payable to suppliers and others
|
630
|
|
|
523
|
|
||
Accrued liabilities
|
598
|
|
|
617
|
|
||
Dividend payable
|
101
|
|
|
100
|
|
||
Accrued income taxes
|
38
|
|
|
19
|
|
||
Current liabilities of discontinued operations held for sale
|
152
|
|
|
114
|
|
||
Total current liabilities
|
4,104
|
|
|
3,282
|
|
||
Long-term debt
|
2,247
|
|
|
2,544
|
|
||
Deferred taxes
|
595
|
|
|
489
|
|
||
Other liabilities
|
741
|
|
|
776
|
|
||
Non-current liabilities of discontinued operations held for sale
|
23
|
|
|
22
|
|
||
Total liabilities
|
7,710
|
|
|
7,113
|
|
||
Commitments and contingencies
|
|
|
|
||||
Campbell Soup Company shareholders' equity
|
|
|
|
||||
Preferred stock; authorized 40 shares; none issued
|
—
|
|
|
—
|
|
||
Capital stock, $.0375 par value; authorized 560 shares; issued 323 shares
|
12
|
|
|
12
|
|
||
Additional paid-in capital
|
301
|
|
|
362
|
|
||
Earnings retained in the business
|
1,847
|
|
|
1,772
|
|
||
Capital stock in treasury, at cost
|
(305
|
)
|
|
(364
|
)
|
||
Accumulated other comprehensive loss
|
(506
|
)
|
|
(565
|
)
|
||
Total Campbell Soup Company shareholders' equity
|
1,349
|
|
|
1,217
|
|
||
Noncontrolling interests
|
(4
|
)
|
|
(7
|
)
|
||
Total equity
|
1,345
|
|
|
1,210
|
|
||
Total liabilities and equity
|
$
|
9,055
|
|
|
$
|
8,323
|
|
|
Three Months Ended
|
||||||
|
October 27,
2013 |
|
October 28,
2012 |
||||
Cash flows from operating activities:
|
|
|
|
||||
Net earnings
|
$
|
171
|
|
|
$
|
243
|
|
Adjustments to reconcile net earnings to operating cash flow
|
|
|
|
||||
Restructuring charges
|
21
|
|
|
22
|
|
||
Stock-based compensation
|
21
|
|
|
25
|
|
||
Depreciation and amortization
|
74
|
|
|
98
|
|
||
Deferred income taxes
|
43
|
|
|
(2
|
)
|
||
Other, net
|
27
|
|
|
35
|
|
||
Changes in working capital
|
|
|
|
||||
Accounts receivable
|
(186
|
)
|
|
(258
|
)
|
||
Inventories
|
(110
|
)
|
|
(125
|
)
|
||
Prepaid assets
|
(25
|
)
|
|
(14
|
)
|
||
Accounts payable and accrued liabilities
|
77
|
|
|
143
|
|
||
Pension fund contributions
|
(40
|
)
|
|
(76
|
)
|
||
Receipts from (payments of) hedging activities
|
(23
|
)
|
|
1
|
|
||
Other
|
(12
|
)
|
|
(11
|
)
|
||
Net cash provided by operating activities
|
38
|
|
|
81
|
|
||
Cash flows from investing activities:
|
|
|
|
||||
Purchases of plant assets
|
(52
|
)
|
|
(41
|
)
|
||
Sales of plant assets
|
—
|
|
|
3
|
|
||
Businesses acquired, net of cash acquired
|
(329
|
)
|
|
(1,567
|
)
|
||
Other, net
|
—
|
|
|
(9
|
)
|
||
Net cash used in investing activities
|
(381
|
)
|
|
(1,614
|
)
|
||
Cash flows from financing activities:
|
|
|
|
||||
Net short-term borrowings
|
641
|
|
|
411
|
|
||
Long-term borrowings
|
—
|
|
|
1,250
|
|
||
Repayments of notes payable
|
(300
|
)
|
|
—
|
|
||
Dividends paid
|
(97
|
)
|
|
(92
|
)
|
||
Treasury stock purchases
|
(2
|
)
|
|
(17
|
)
|
||
Treasury stock issuances
|
4
|
|
|
20
|
|
||
Excess tax benefits on stock-based compensation
|
10
|
|
|
3
|
|
||
Contribution from noncontrolling interest
|
5
|
|
|
—
|
|
||
Other, net
|
—
|
|
|
(17
|
)
|
||
Net cash provided by financing activities
|
261
|
|
|
1,558
|
|
||
Effect of exchange rate changes on cash
|
—
|
|
|
1
|
|
||
Net change in cash and cash equivalents
|
(82
|
)
|
|
26
|
|
||
Cash and cash equivalents — beginning of period
|
333
|
|
|
335
|
|
||
Cash balance of discontinued operations — beginning of period
|
68
|
|
|
—
|
|
||
Cash balance of discontinued operations — end of period
|
(14
|
)
|
|
—
|
|
||
Cash and cash equivalents — end of period
|
$
|
305
|
|
|
$
|
361
|
|
|
Campbell Soup Company Shareholders’ Equity
|
|
|
|
|
||||||||||||||||||||||||||||
|
Capital Stock
|
|
Additional Paid-in
Capital |
|
Earnings Retained in the
Business |
|
Accumulated Other Comprehensive
Income (Loss) |
|
Noncontrolling
Interests
|
|
|
||||||||||||||||||||||
|
Issued
|
|
In Treasury
|
|
|
|
|
|
Total
Equity
|
||||||||||||||||||||||||
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
|
|
|
|
|||||||||||||||||||||
Balance at July 29, 2012
|
542
|
|
|
$
|
20
|
|
|
(230
|
)
|
|
$
|
(8,259
|
)
|
|
$
|
329
|
|
|
$
|
9,584
|
|
|
$
|
(776
|
)
|
|
$
|
—
|
|
|
$
|
898
|
|
Net earnings (loss)
|
|
|
|
|
|
|
|
|
|
|
245
|
|
|
|
|
(2
|
)
|
|
243
|
|
|||||||||||||
Other comprehensive income (loss)
|
|
|
|
|
|
|
|
|
|
|
|
|
31
|
|
|
—
|
|
|
31
|
|
|||||||||||||
Dividends ($.29 per share)
|
|
|
|
|
|
|
|
|
|
|
(93
|
)
|
|
|
|
|
|
(93
|
)
|
||||||||||||||
Treasury stock purchased
|
|
|
|
|
—
|
|
|
(17
|
)
|
|
|
|
|
|
|
|
|
|
(17
|
)
|
|||||||||||||
Treasury stock issued under management incentive and stock option plans
|
|
|
|
|
1
|
|
|
53
|
|
|
(18
|
)
|
|
|
|
|
|
|
|
35
|
|
||||||||||||
Balance at October 28, 2012
|
542
|
|
|
$
|
20
|
|
|
(229
|
)
|
|
$
|
(8,223
|
)
|
|
$
|
311
|
|
|
$
|
9,736
|
|
|
$
|
(745
|
)
|
|
$
|
(2
|
)
|
|
$
|
1,097
|
|
Balance at July 28, 2013
|
323
|
|
|
$
|
12
|
|
|
(11
|
)
|
|
$
|
(364
|
)
|
|
$
|
362
|
|
|
$
|
1,772
|
|
|
$
|
(565
|
)
|
|
$
|
(7
|
)
|
|
$
|
1,210
|
|
Contribution from noncontrolling interest
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5
|
|
|
5
|
|
||||||||||||||
Net earnings (loss)
|
|
|
|
|
|
|
|
|
|
|
172
|
|
|
|
|
(1
|
)
|
|
171
|
|
|||||||||||||
Other comprehensive income (loss)
|
|
|
|
|
|
|
|
|
|
|
|
|
59
|
|
|
(1
|
)
|
|
58
|
|
|||||||||||||
Dividends ($.312 per share)
|
|
|
|
|
|
|
|
|
|
|
(97
|
)
|
|
|
|
|
|
(97
|
)
|
||||||||||||||
Treasury stock purchased
|
|
|
|
|
—
|
|
|
(2
|
)
|
|
|
|
|
|
|
|
|
|
(2
|
)
|
|||||||||||||
Treasury stock issued under management incentive and stock option plans
|
|
|
|
|
|
|
2
|
|
|
61
|
|
|
(61
|
)
|
|
|
|
|
|
|
|
|
|
—
|
|
||||||||
Balance at October 27, 2013
|
323
|
|
|
$
|
12
|
|
|
(9
|
)
|
|
$
|
(305
|
)
|
|
$
|
301
|
|
|
$
|
1,847
|
|
|
$
|
(506
|
)
|
|
$
|
(4
|
)
|
|
$
|
1,345
|
|
1.
|
Basis of Presentation and Significant Accounting Policies
|
2.
|
Recent Accounting Pronouncements
|
3.
|
Acquisitions
|
|
|
Kelsen
|
|
Plum
|
||||
Cash
|
|
$
|
2
|
|
|
$
|
1
|
|
Accounts receivable
|
|
20
|
|
|
15
|
|
||
Inventories
|
|
50
|
|
|
20
|
|
||
Other current assets
|
|
2
|
|
|
1
|
|
||
Plant assets
|
|
51
|
|
|
2
|
|
||
Goodwill
|
|
136
|
|
|
128
|
|
||
Other intangible assets
|
|
173
|
|
|
133
|
|
||
Short-term debt
|
|
(32
|
)
|
|
—
|
|
||
Accounts payable
|
|
(11
|
)
|
|
(12
|
)
|
||
Accrued liabilities
|
|
(11
|
)
|
|
(5
|
)
|
||
Long-term debt
|
|
(4
|
)
|
|
—
|
|
||
Deferred income taxes
|
|
(45
|
)
|
|
(34
|
)
|
||
Total of assets acquired and liabilities assumed
|
|
$
|
331
|
|
|
$
|
249
|
|
|
Three Months Ended
|
||||||
|
October 27, 2013
|
|
October 28, 2012
|
||||
Net sales
|
$
|
2,169
|
|
|
$
|
2,299
|
|
Earnings from continuing operations attributable to Campbell Soup Company
|
$
|
182
|
|
|
$
|
231
|
|
Earnings per share from continuing operations attributable to Campbell Soup Company
|
$
|
.57
|
|
|
$
|
.73
|
|
4.
|
Discontinued Operations
|
|
Three Months Ended
|
||||||
|
October 27, 2013
|
|
October 28, 2012
|
||||
Net sales
|
$
|
137
|
|
|
$
|
131
|
|
|
|
|
|
||||
Earnings before taxes
|
$
|
9
|
|
|
$
|
17
|
|
Taxes on earnings
|
18
|
|
|
4
|
|
||
Earnings (loss) from discontinued operations
|
$
|
(9
|
)
|
|
$
|
13
|
|
|
October 27, 2013
|
|
July 28,
2013
|
||||
Cash
|
$
|
14
|
|
|
$
|
68
|
|
Accounts receivable
|
98
|
|
|
54
|
|
||
Inventories
|
78
|
|
|
68
|
|
||
Prepaid expenses
|
3
|
|
|
3
|
|
||
Current assets
|
$
|
193
|
|
|
$
|
193
|
|
|
|
|
|
||||
Plant assets
|
$
|
102
|
|
|
$
|
98
|
|
Goodwill
|
115
|
|
|
110
|
|
||
Intangible assets
|
156
|
|
|
150
|
|
||
Other assets
|
34
|
|
|
35
|
|
||
Non-current assets
|
$
|
407
|
|
|
$
|
393
|
|
|
|
|
|
||||
Accounts payable
|
$
|
81
|
|
|
$
|
60
|
|
Accrued liabilities
|
71
|
|
|
54
|
|
||
Current liabilities
|
$
|
152
|
|
|
$
|
114
|
|
|
|
|
|
||||
Non-current pension obligation
|
$
|
11
|
|
|
$
|
11
|
|
Other liabilities
|
12
|
|
|
11
|
|
||
Non-current liabilities
|
$
|
23
|
|
|
$
|
22
|
|
5.
|
Accumulated Other Comprehensive Income (Loss)
|
|
|
Foreign Currency Translation Adjustment
(1)
|
|
Gains (Losses) on Cash Flow Hedges
(2)
|
|
Pension and Postretirement Benefit Plan Adjustments
(3)
|
|
Total Accumulated Comprehensive Income (Loss)
|
||||||||
Balance at July 28, 2013
|
|
$
|
170
|
|
|
$
|
5
|
|
|
$
|
(740
|
)
|
|
$
|
(565
|
)
|
Other comprehensive income (loss) before reclassifications
|
|
47
|
|
|
(2
|
)
|
|
—
|
|
|
45
|
|
||||
Amounts reclassified from accumulated other comprehensive income
|
|
—
|
|
|
—
|
|
|
14
|
|
|
14
|
|
||||
Net current-period other comprehensive income
|
|
47
|
|
|
(2
|
)
|
|
14
|
|
|
59
|
|
||||
Balance at October 27, 2013
|
|
$
|
217
|
|
|
$
|
3
|
|
|
$
|
(726
|
)
|
|
$
|
(506
|
)
|
(1)
|
Included a tax expense of
$11
as of
October 27, 2013
, and
$9
as of
July 28, 2013
. The amount related to noncontrolling interests was not material.
|
(2)
|
Included a tax expense of
$2
as of
October 27, 2013
, and
$3
as of
July 28, 2013
.
|
(3)
|
Included a tax benefit of
$416
as of
October 27, 2013
, and
$424
as of
July 28, 2013
.
|
|
|
Three Months Ended
|
|
|
||||||
Details about Accumulated Other Comprehensive Income Components
|
|
October 27, 2013
|
|
October 28, 2012
|
|
Location of (Gain) Loss Recognized in Earnings
|
||||
|
Amounts Reclassified from Accumulated Other Comprehensive Income (Loss)
|
|
||||||||
(Gains) losses on cash flow hedges:
|
|
|
|
|
|
|
||||
Foreign exchange forward contracts
|
|
$
|
(1
|
)
|
|
$
|
(1
|
)
|
|
Cost of products sold
|
Forward starting interest rate swaps
|
|
1
|
|
|
1
|
|
|
Interest expense
|
||
Total before tax
|
|
—
|
|
|
—
|
|
|
|
||
Tax expense (benefit)
|
|
—
|
|
|
—
|
|
|
|
||
(Gain) loss, net of tax
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
||||
Amortization of pension and postretirement benefit adjustments:
|
|
|
|
|
|
|
||||
Prior service credits
|
|
$
|
—
|
|
|
$
|
—
|
|
|
(1)
|
Net actuarial losses
|
|
22
|
|
|
30
|
|
|
(1)
|
||
Total before tax
|
|
22
|
|
|
30
|
|
|
|
||
Tax expense (benefit)
|
|
(8
|
)
|
|
(11
|
)
|
|
|
||
(Gain) loss, net of tax
|
|
$
|
14
|
|
|
$
|
19
|
|
|
|
(1)
|
These items are included in the components of net periodic benefit costs (see Note 11 for additional details).
|
6.
|
Goodwill and Intangible Assets
|
|
U.S.
Simple
Meals
|
|
Global
Baking
and
Snacking
|
|
International
Simple Meals
and
Beverages
|
|
U.S.
Beverages
|
|
Bolthouse and Foodservice
|
|
Total
|
||||||||||||
Balance at July 28, 2013
|
$
|
450
|
|
|
$
|
775
|
|
|
$
|
122
|
|
|
$
|
112
|
|
|
$
|
838
|
|
|
$
|
2,297
|
|
Acquisition
|
—
|
|
|
136
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
136
|
|
||||||
Foreign currency translation adjustment
|
—
|
|
|
30
|
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
28
|
|
||||||
Balance at October 27, 2013
|
$
|
450
|
|
|
$
|
941
|
|
|
$
|
120
|
|
|
$
|
112
|
|
|
$
|
838
|
|
|
$
|
2,461
|
|
Intangible Assets
|
|
October 27,
2013 |
|
July 28,
2013 |
||||
Non-amortizable intangible assets
|
|
|
|
|
||||
Trademarks
|
|
$
|
961
|
|
|
$
|
810
|
|
Amortizable intangible assets
|
|
|
|
|
||||
Customer relationships
|
|
$
|
179
|
|
|
$
|
156
|
|
Technology
|
|
40
|
|
|
40
|
|
||
Other
|
|
36
|
|
|
32
|
|
||
Total gross amortizable intangible assets
|
|
$
|
255
|
|
|
$
|
228
|
|
Accumulated amortization
|
|
(22
|
)
|
|
(17
|
)
|
||
Total net intangible assets
|
|
$
|
1,194
|
|
|
$
|
1,021
|
|
7.
|
Business and Geographic Segment Information
|
|
|
Three Months Ended
|
||||||
|
|
October 27,
2013 |
|
October 28,
2012 |
||||
Net sales
|
|
|
|
|
||||
U.S. Simple Meals
|
|
$
|
860
|
|
|
$
|
896
|
|
Global Baking and Snacking
|
|
609
|
|
|
574
|
|
||
International Simple Meals and Beverages
|
|
193
|
|
|
223
|
|
||
U.S. Beverages
|
|
173
|
|
|
189
|
|
||
Bolthouse and Foodservice
|
|
330
|
|
|
323
|
|
||
Total
|
|
$
|
2,165
|
|
|
$
|
2,205
|
|
|
|
Three Months Ended
|
||||||
|
|
October 27,
2013 |
|
October 28,
2012 |
||||
Earnings before interest and taxes
|
|
|
|
|
||||
U.S. Simple Meals
|
|
$
|
211
|
|
|
$
|
274
|
|
Global Baking and Snacking
|
|
78
|
|
|
85
|
|
||
International Simple Meals and Beverages
|
|
20
|
|
|
33
|
|
||
U.S. Beverages
|
|
24
|
|
|
30
|
|
||
Bolthouse and Foodservice
|
|
29
|
|
|
34
|
|
||
Corporate
(1)
|
|
(36
|
)
|
|
(66
|
)
|
||
Restructuring charges
(2)
|
|
(21
|
)
|
|
(22
|
)
|
||
Total
|
|
$
|
305
|
|
|
$
|
368
|
|
(1)
|
Represents unallocated corporate expenses. Restructuring-related costs of
$2
and an unrealized loss of
$9
on foreign exchange forward contracts related to the sale of the European simple meals business were included in unallocated corporate expenses for the
three-month
period ended
October 27, 2013
. Acquisition costs of
$10
and restructuring-related costs of
$21
were included in unallocated corporate expenses for the
three-month
period ended October 28, 2012.
|
(2)
|
See Note 8 for additional information.
|
|
|
Three Months Ended
|
||||||
|
|
October 27,
2013 |
|
October 28,
2012 |
||||
Net sales
|
|
|
|
|
||||
Simple Meals
|
|
$
|
1,234
|
|
|
$
|
1,292
|
|
Baked Snacks
|
|
645
|
|
|
612
|
|
||
Beverages
|
|
286
|
|
|
301
|
|
||
Total
|
|
$
|
2,165
|
|
|
$
|
2,205
|
|
8.
|
Restructuring Charges
|
|
|
|
|
Three Months Ended
|
|
|
||||||||||||||
|
|
|
|
October 27, 2013
|
|
|
||||||||||||||
|
|
Accrued
Balance at
|
|
|
|
Cash
|
|
Foreign Currency
Translation
|
|
Accrued
Balance at
|
||||||||||
|
|
July 28, 2013
|
|
Charges
|
|
Payments
|
|
Adjustment
|
|
October 27, 2013
|
||||||||||
Severance pay and benefits
|
|
$
|
—
|
|
|
$
|
20
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
20
|
|
•
|
The company implemented initiatives to improve its U.S. supply chain cost structure and increase asset utilization across its U.S. thermal plant network, including closing its thermal plant in Sacramento, California, which produced soups, sauces and beverages. The closure resulted in the elimination of approximately
700
full-time positions and was completed in phases. Most of the positions were eliminated in 2013 and operations ceased in August 2013. The company shifted the majority of Sacramento's soup, sauce and beverage production to its thermal plants in Maxton, North Carolina; Napoleon, Ohio; and Paris, Texas. The company also closed its spice plant in South Plainfield, New Jersey, which resulted in the elimination of
27
positions. The company consolidated spice production at its Milwaukee, Wisconsin, plant in 2013.
|
•
|
In Mexico, the company entered into commercial arrangements with third-party providers to expand access to manufacturing and distribution capabilities. The third-party providers will produce and distribute the company's beverages, soups, broths and sauces throughout the Mexican market. As a result of these agreements, the company announced that it would close its plant in Villagrán, Mexico and eliminate approximately
260
positions. In the first quarter of 2014, operations at the plant ceased and the positions were eliminated.
|
•
|
The company will improve its Pepperidge Farm bakery supply chain cost structure by closing its plant in Aiken, South Carolina, in 2014. The company will shift the majority of Aiken's bread production to its bakery plant in Lakeland, Florida. Approximately
110
positions will be eliminated as a result of the plant closure.
|
•
|
The company streamlined its salaried workforce in U.S. Simple Meals, North America Foodservice and U.S. Beverages by approximately
70
positions. This action was substantially completed in August 2013.
|
|
Total
Program
|
|
Recognized
as of
October 27, 2013
|
|
Remaining
Costs to be
Recognized
|
||||||
Severance pay and benefits
|
$
|
36
|
|
|
$
|
(36
|
)
|
|
$
|
—
|
|
Accelerated depreciation/asset impairment
|
99
|
|
|
(99
|
)
|
|
—
|
|
|||
Other exit costs
|
15
|
|
|
(10
|
)
|
|
5
|
|
|||
Total
|
$
|
150
|
|
|
$
|
(145
|
)
|
|
$
|
5
|
|
|
|
|
|
Three Months Ended
|
|
|||||||||||
|
|
|
|
October 27, 2013
|
|
|||||||||||
|
|
Accrued
Balance at
|
|
|
|
Cash
|
|
Accrued
Balance at
|
||||||||
|
|
July 28, 2013
|
|
Charges
|
|
Payments
|
|
October 27, 2013
|
||||||||
Severance pay and benefits
|
|
$
|
17
|
|
|
$
|
1
|
|
|
$
|
(6
|
)
|
|
$
|
12
|
|
Other exit costs
(1)
|
|
|
|
2
|
|
|
|
|
|
|||||||
Total charges
|
|
|
|
$
|
3
|
|
|
|
|
|
(1)
|
Includes non-cash costs and other exit costs recognized as incurred that are not reflected in the restructuring reserve in the Consolidated Balance Sheet.
|
|
U.S.
Simple
Meals
|
|
Global Baking and Snacking
|
|
International Simple Meals and Beverages
|
|
U.S.
Beverages
|
|
Bolthouse and Foodservice
|
|
Total
|
||||||||||||
Severance pay and benefits
|
$
|
20
|
|
|
$
|
2
|
|
|
5
|
|
|
$
|
7
|
|
|
2
|
|
|
$
|
36
|
|
||
Accelerated depreciation/asset impairment
|
64
|
|
|
10
|
|
|
3
|
|
|
22
|
|
|
—
|
|
|
99
|
|
||||||
Other exit costs
|
6
|
|
|
1
|
|
|
1
|
|
|
2
|
|
|
—
|
|
|
10
|
|
||||||
|
$
|
90
|
|
|
$
|
13
|
|
|
$
|
9
|
|
|
$
|
31
|
|
|
$
|
2
|
|
|
$
|
145
|
|
•
|
In Australia, the company is investing in a new system to automate packing operations at its biscuit plant in Virginia. This investment continued through the first quarter of 2014 and will result in the elimination of approximately
190
positions, which is expected to occur by December 2013. The company expects to continue investing in the new system through the third quarter of 2014. Further, the company improved 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
Campbell’s Soup at Hand
microwavable products was 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 action, the company outsourced a larger portion of its U.S. retail merchandising activities to its retail sales agent, Acosta Sales and Marketing, and eliminated approximately
190
positions.
|
•
|
In connection with exiting the Russian market, the company eliminated approximately
50
positions. The exit process commenced in 2011 and was substantially completed in 2012.
|
|
Total
Program
|
|
Recognized
as of
October 27, 2013
|
|
Remaining
Costs to be
Recognized
|
||||||
Severance pay and benefits
|
$
|
41
|
|
|
$
|
(41
|
)
|
|
$
|
—
|
|
Asset impairment/accelerated depreciation
|
23
|
|
|
(23
|
)
|
|
—
|
|
|||
Other exit costs
|
10
|
|
|
(9
|
)
|
|
1
|
|
|||
Total
|
$
|
74
|
|
|
$
|
(73
|
)
|
|
$
|
1
|
|
|
|
|
|
Three Months Ended
|
|
|
||||||||||||||
|
|
|
|
October 27, 2013
|
|
|
||||||||||||||
|
|
Accrued
Balance at
|
|
|
|
Cash
|
|
Foreign Currency
Translation
|
|
Accrued
Balance at
|
||||||||||
|
|
July 28, 2013
|
|
Charges
|
|
Payments
|
|
Adjustment
|
|
October 27, 2013
|
||||||||||
Severance pay and benefits
|
|
$
|
3
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3
|
|
Other exit costs
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|||||
|
|
$
|
4
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4
|
|
|
U.S.
Simple
Meals
|
|
Global
Baking
and
Snacking
|
|
International
Simple Meals
and
Beverages
|
|
U.S.
Beverages
|
|
Bolthouse and Foodservice
|
|
Corporate
|
|
Total
|
||||||||||||||
Severance pay and benefits
|
$
|
10
|
|
|
$
|
14
|
|
|
$
|
11
|
|
|
$
|
3
|
|
|
$
|
1
|
|
|
$
|
2
|
|
|
$
|
41
|
|
Asset impairment/accelerated depreciation
|
20
|
|
|
—
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
23
|
|
|||||||
Other exit costs
|
2
|
|
|
—
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|
9
|
|
|||||||
|
$
|
32
|
|
|
$
|
14
|
|
|
$
|
17
|
|
|
$
|
3
|
|
|
$
|
1
|
|
|
$
|
6
|
|
|
$
|
73
|
|
9.
|
Earnings per Share
|
10.
|
Noncontrolling Interests
|
11.
|
Pension and Postretirement Benefits
|
|
Three Months Ended
|
||||||||||||||
|
Pension
|
|
Postretirement
|
||||||||||||
|
October 27,
2013 |
|
October 28,
2012 |
|
October 27,
2013 |
|
October 28,
2012 |
||||||||
Service cost
|
$
|
11
|
|
|
$
|
14
|
|
|
$
|
1
|
|
|
$
|
1
|
|
Interest cost
|
29
|
|
|
27
|
|
|
4
|
|
|
4
|
|
||||
Expected return on plan assets
|
(45
|
)
|
|
(44
|
)
|
|
—
|
|
|
—
|
|
||||
Recognized net actuarial loss
|
19
|
|
|
27
|
|
|
3
|
|
|
3
|
|
||||
Net periodic benefit expense
|
$
|
14
|
|
|
$
|
24
|
|
|
$
|
8
|
|
|
$
|
8
|
|
12.
|
Financial Instruments
|
|
Balance Sheet Classification
|
|
October 27,
2013 |
|
July 28,
2013 |
||||
Asset Derivatives
|
|
|
|
|
|
||||
Derivatives designated as hedges:
|
|
|
|
|
|
||||
Foreign exchange forward contracts
|
Other current assets
|
|
$
|
1
|
|
|
$
|
2
|
|
Forward starting interest rate swaps
|
Other current assets
|
|
19
|
|
|
—
|
|
||
Interest rate swaps
|
Other current assets
|
|
—
|
|
|
1
|
|
||
Forward starting interest rate swaps
|
Other assets
|
|
—
|
|
|
23
|
|
||
Total derivatives designated as hedges
|
|
|
$
|
20
|
|
|
$
|
26
|
|
Derivatives not designated as hedges:
|
|
|
|
|
|
||||
Commodity derivative contracts
|
Other current assets
|
|
$
|
2
|
|
|
$
|
2
|
|
Cross-currency swap contracts
|
Other current assets
|
|
2
|
|
|
—
|
|
||
Deferred compensation derivative contracts
|
Other current assets
|
|
2
|
|
|
2
|
|
||
Foreign exchange forward contracts
|
Other current assets
|
|
2
|
|
|
2
|
|
||
Cross-currency swap contracts
|
Other assets
|
|
1
|
|
|
—
|
|
||
Total derivatives not designated as hedges
|
|
|
$
|
9
|
|
|
$
|
6
|
|
Total asset derivatives
|
|
|
$
|
29
|
|
|
$
|
32
|
|
|
Balance Sheet Classification
|
|
October 27,
2013 |
|
July 28,
2013 |
||||
Liability Derivatives
|
|
|
|
|
|
||||
Derivatives designated as hedges:
|
|
|
|
|
|
||||
Cross-currency swap contracts
|
Accrued liabilities
|
|
$
|
—
|
|
|
$
|
22
|
|
Foreign exchange forward contracts
|
Accrued liabilities
|
|
1
|
|
|
2
|
|
||
Total derivatives designated as hedges
|
|
|
$
|
1
|
|
|
$
|
24
|
|
Derivatives not designated as hedges:
|
|
|
|
|
|
||||
Commodity derivative contracts
|
Accrued liabilities
|
|
$
|
4
|
|
|
$
|
6
|
|
Cross-currency swap contracts
|
Accrued liabilities
|
|
—
|
|
|
1
|
|
||
Foreign exchange forward contracts
|
Accrued liabilities
|
|
18
|
|
|
4
|
|
||
Cross-currency swap contracts
|
Other liabilities
|
|
6
|
|
|
1
|
|
||
Total derivatives not designated as hedges
|
|
|
$
|
28
|
|
|
$
|
12
|
|
Total liability derivatives
|
|
|
$
|
29
|
|
|
$
|
36
|
|
|
|
October 27, 2013
|
|
July 28, 2013
|
||||||||||||||||||||
Derivative Instrument
|
|
Gross Amounts Presented in the Consolidated Balance Sheet
|
|
Gross Amounts Not Offset in the Consolidated Balance Sheet Subject to Netting Agreements
|
|
Net Amount
|
|
Gross Amounts Presented in the Consolidated Balance Sheet
|
|
Gross Amounts Not Offset in the Consolidated Balance Sheet Subject to Netting Agreements
|
|
Net Amount
|
||||||||||||
Total asset derivatives
|
|
$
|
29
|
|
|
$
|
(13
|
)
|
|
$
|
16
|
|
|
$
|
32
|
|
|
$
|
(8
|
)
|
|
$
|
24
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Total liability derivatives
|
|
$
|
29
|
|
|
$
|
(13
|
)
|
|
$
|
16
|
|
|
$
|
36
|
|
|
$
|
(8
|
)
|
|
$
|
28
|
|
|
|
|
Total
Cash-Flow
Hedge
OCI Activity
|
||||||
Three Months Ended October 27, 2013, and October 28, 2012
|
|
|
2014
|
|
2013
|
||||
OCI derivative gain (loss) at beginning of year
|
|
|
$
|
8
|
|
|
$
|
(16
|
)
|
Effective portion of changes in fair value recognized in OCI:
|
|
|
|
|
|
||||
Foreign exchange forward contracts
|
|
|
1
|
|
|
—
|
|
||
Forward starting interest rate swaps
|
|
|
(4
|
)
|
|
—
|
|
||
Amount of (gain) loss reclassified from OCI to earnings:
|
Location in Earnings
|
|
|
|
|
||||
Foreign exchange forward contracts
|
Cost of products sold
|
|
(1
|
)
|
|
(1
|
)
|
||
Forward starting interest rate swaps
|
Interest expense
|
|
1
|
|
|
1
|
|
||
OCI derivative gain (loss) at end of quarter
|
|
|
$
|
5
|
|
|
$
|
(16
|
)
|
|
|
|
|
Amount of
Gain (Loss)
Recognized in Earnings
on Derivatives
|
|
Amount of
Gain (Loss)
Recognized in Earnings
on Hedged Item
|
||||||||||||
Derivatives Designated
as Fair-Value Hedges
|
|
Location of Gain (Loss)
Recognized in Earnings
|
|
October 27,
2013 |
|
October 28,
2012 |
|
October 27,
2013 |
|
October 28,
2012 |
||||||||
Three Months Ended
|
|
|
|
|
|
|
|
|
|
|
||||||||
Interest rate swaps
|
|
Interest expense
|
|
$
|
(1
|
)
|
|
$
|
(4
|
)
|
|
$
|
1
|
|
|
$
|
4
|
|
|
|
|
|
Amount of
Gain (Loss) Recognized in Earnings on Derivatives |
||||||
|
|
|
|
Three Months Ended
|
||||||
Derivatives not Designated as Hedges
|
|
Location of Gain (Loss)
Recognized in Earnings |
|
October 27,
2013 |
|
October 28,
2012 |
||||
Foreign exchange forward contracts
|
|
Cost of products sold
|
|
$
|
2
|
|
|
$
|
—
|
|
Foreign exchange forward contracts
|
|
Other expenses/income
|
|
(14
|
)
|
|
—
|
|
||
Cross-currency swap contracts
|
|
Other expenses/income
|
|
(3
|
)
|
|
(8
|
)
|
||
Commodity derivative contracts
|
|
Cost of products sold
|
|
(2
|
)
|
|
—
|
|
||
Deferred compensation derivative contracts
|
|
Administrative expenses
|
|
(1
|
)
|
|
2
|
|
||
Total
|
|
|
|
$
|
(18
|
)
|
|
$
|
(6
|
)
|
13.
|
Fair Value Measurements
|
•
|
Level 1: Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.
|
•
|
Level 2: Inputs other than quoted prices included in Level 1 that are observable for the asset or liability through corroboration with observable market data.
|
•
|
Level 3: Unobservable inputs, which are valued based on the company's estimates of assumptions that market participants would use in pricing the asset or liability.
|
|
Fair Value
as of October 27, 2013 |
|
Fair Value Measurements at
October 27, 2013 Using Fair Value Hierarchy |
|
Fair Value
as of July 28, 2013 |
|
Fair Value Measurements at
July 28, 2013 Using Fair Value Hierarchy |
||||||||||||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Interest rate swaps
(1)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
1
|
|
|
$
|
—
|
|
Forward starting interest rate swaps
(1)
|
19
|
|
|
—
|
|
|
19
|
|
|
—
|
|
|
23
|
|
|
—
|
|
|
23
|
|
|
—
|
|
||||||||
Foreign exchange forward contracts
(2)
|
3
|
|
|
—
|
|
|
3
|
|
|
—
|
|
|
4
|
|
|
—
|
|
|
4
|
|
|
—
|
|
||||||||
Cross-currency swap contracts
(3)
|
3
|
|
|
—
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Commodity derivative contracts
(4)
|
2
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
2
|
|
|
—
|
|
|
—
|
|
||||||||
Deferred compensation derivative contracts
(5)
|
2
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
2
|
|
|
—
|
|
||||||||
Total assets at fair value
|
$
|
29
|
|
|
$
|
2
|
|
|
$
|
27
|
|
|
$
|
—
|
|
|
$
|
32
|
|
|
$
|
2
|
|
|
$
|
30
|
|
|
$
|
—
|
|
|
Fair Value
as of October 27, 2013 |
|
Fair Value Measurements at
October 27, 2013 Using Fair Value Hierarchy |
|
Fair Value
as of July 28, 2013 |
|
Fair Value Measurements at
July 28, 2013 Using Fair Value Hierarchy |
||||||||||||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||||||||||||||
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Foreign exchange forward contracts
(2)
|
$
|
19
|
|
|
$
|
—
|
|
|
$
|
19
|
|
|
$
|
—
|
|
|
$
|
6
|
|
|
$
|
—
|
|
|
$
|
6
|
|
|
$
|
—
|
|
Cross-currency swap contracts
(3)
|
6
|
|
|
—
|
|
|
6
|
|
|
—
|
|
|
24
|
|
|
—
|
|
|
24
|
|
|
—
|
|
||||||||
Commodity derivative contracts
(4)
|
4
|
|
|
4
|
|
|
—
|
|
|
—
|
|
|
6
|
|
|
5
|
|
|
1
|
|
|
—
|
|
||||||||
Deferred compensation obligation
(6)
|
127
|
|
|
127
|
|
|
—
|
|
|
—
|
|
|
123
|
|
|
123
|
|
|
—
|
|
|
—
|
|
||||||||
Total liabilities at fair value
|
$
|
156
|
|
|
$
|
131
|
|
|
$
|
25
|
|
|
$
|
—
|
|
|
$
|
159
|
|
|
$
|
128
|
|
|
$
|
31
|
|
|
$
|
—
|
|
(1)
|
Based on LIBOR swap rates.
|
(2)
|
Based on observable market transactions of spot currency rates and forward rates.
|
(3)
|
Based on observable local benchmarks for currency and interest rates.
|
(4)
|
Based on quoted futures exchanges and on observable prices of futures and options transactions in the marketplace.
|
(5)
|
Based on LIBOR and equity index swap rates.
|
(6)
|
Based on the fair value of the participants’ investments.
|
14.
|
Share Repurchases
|
15.
|
Stock-based Compensation
|
|
Options
|
|
Weighted-
Average
Exercise
Price
|
|
Weighted-
Average
Remaining
Contractual
Life
|
|
Aggregate
Intrinsic
Value
|
|||||
|
(Options in
thousands)
|
|
|
|
(In years)
|
|
|
|||||
Outstanding at July 28, 2013
|
1,101
|
|
|
$
|
27.25
|
|
|
|
|
|
||
Granted
|
—
|
|
|
$
|
—
|
|
|
|
|
|
||
Exercised
|
(133
|
)
|
|
$
|
26.75
|
|
|
|
|
|
||
Terminated
|
—
|
|
|
$
|
—
|
|
|
|
|
|
||
Outstanding at October 27, 2013
|
968
|
|
|
$
|
27.33
|
|
|
1.1
|
|
$
|
15
|
|
Exercisable at October 27, 2013
|
968
|
|
|
$
|
27.33
|
|
|
1.1
|
|
$
|
15
|
|
|
Units
|
|
Weighted-
Average
Grant-Date
Fair Value
|
|||
|
(Restricted stock
units in thousands)
|
|
|
|||
Nonvested at July 28, 2013
|
4,208
|
|
|
$
|
34.05
|
|
Granted
|
1,615
|
|
|
$
|
39.72
|
|
Vested
|
(2,525
|
)
|
|
$
|
33.18
|
|
Forfeited
|
(87
|
)
|
|
$
|
35.13
|
|
Nonvested at October 27, 2013
|
3,211
|
|
|
$
|
37.56
|
|
|
Units
|
|
Weighted-
Average
Grant-Date
Fair Value
|
|||
|
(Restricted stock
units in thousands)
|
|
|
|||
Nonvested at July 28, 2013
|
1,458
|
|
|
$
|
41.88
|
|
Granted
|
458
|
|
|
$
|
36.26
|
|
Vested
|
—
|
|
|
$
|
—
|
|
Forfeited
|
(931
|
)
|
|
$
|
43.08
|
|
Nonvested at October 27, 2013
|
985
|
|
|
$
|
38.15
|
|
|
|
2014
|
|
2013
|
Risk-free interest rate
|
|
0.60%
|
|
0.30%
|
Expected dividend yield
|
|
2.98%
|
|
3.26%
|
Expected volatility
|
|
15.76%
|
|
15.07%
|
Expected term
|
|
3 years
|
|
3 years
|
16.
|
Inventories
|
|
October 27, 2013
|
|
July 28, 2013
|
||||
Raw materials, containers and supplies
|
$
|
425
|
|
|
$
|
364
|
|
Finished products
|
654
|
|
|
561
|
|
||
Total inventories
|
$
|
1,079
|
|
|
$
|
925
|
|
17.
|
Supplemental Cash Flow Information
|
|
October 27, 2013
|
|
October 28, 2012
|
||||
Benefit related payments
|
$
|
(11
|
)
|
|
$
|
(10
|
)
|
Other
|
(1
|
)
|
|
(1
|
)
|
||
|
$
|
(12
|
)
|
|
$
|
(11
|
)
|
18.
|
Voluntary Product Recall
|
•
|
Net sales
decreased
2%
in the quarter ended
October 27, 2013
to
$2.165 billion
. The Kelsen, Plum and Bolthouse Farms acquisitions contributed 4 points of growth. Volume and mix contributed 4 points of decline, primarily driven by performance in U.S. Simple Meals and U.S. Beverages. Movements in customer inventory levels contributed to the sales decline.
|
•
|
On November 8, 2013, the company voluntarily recalled a range of Plum products after discovering a manufacturing defect that may cause spoilage in some pouches. In the quarter ended
October 27, 2013
, the company recognized costs of $16 million ($11 million after tax or $.03 per share) associated with the recall.
|
•
|
Gross profit, as a percent of sales,
decreased
to
35.9%
in the quarter ended
October 27, 2013
from
37.2%
in the year-ago quarter. The decline was primarily attributable to the impact of acquisitions, including the Plum product recall, and unfavorable mix, partly offset by lower restructuring-related costs in the current year.
|
•
|
Marketing and selling expenses increased
11%
in the quarter ended
October 27, 2013
to
$261 million
, primarily driven by higher advertising to support new product launches and the
Bolthouse Farms
brand, and the impact of acquisitions.
|
•
|
Earnings per share from continuing operations for the quarter ended
October 27, 2013
were
$.57
, compared to
$.73
in the year-ago quarter. The current and year-ago quarter included expenses of $.09 and $.11 per share, respectively, from items impacting comparability as discussed below.
|
•
|
In the quarter ended
October 27, 2013
, the company streamlined its salaried workforce in North America and in the Asia Pacific region. The company recorded a pre-tax restructuring charge of
$20 million
(
$13 million
after tax or
$.04
per share) associated with the initiative;
|
•
|
In the quarter ended
October 27, 2013
, the company recorded an unrealized loss of $9 million ($6 million after tax or $.02 per share) on foreign exchange forward contracts used to hedge the proceeds from the sale of the European simple meals business. In addition, the company recorded tax expense of $7 million ($.02 per share) associated with the sale of the business;
|
•
|
In 2013, the company implemented several initiatives to improve its U.S. supply chain cost structure and increase asset utilization across its U.S. thermal plant network; expand access to manufacturing and distribution capabilities in Mexico; improve its Pepperidge Farm bakery supply chain cost structure; and reduce overhead costs in North America. In the quarter ended
October 27, 2013
, the company recorded a pre-tax restructuring charge of $1 million and restructuring-
|
•
|
In the quarter ended
October 28, 2012
, the company incurred transaction costs of $10 million ($7 million after tax or $.02 per share) associated with the acquisition of Bolthouse Farms.
|
|
Three Months Ended
|
||||||||||||||
|
October 27, 2013
|
|
October 28, 2012
|
||||||||||||
(Millions, except per share amounts)
|
Earnings
Impact
|
|
EPS
Impact
|
|
Earnings
Impact
|
|
EPS
Impact
|
||||||||
Earnings from continuing operations attributable to Campbell Soup Company
|
$
|
181
|
|
|
$
|
.57
|
|
|
$
|
232
|
|
|
$
|
.73
|
|
|
|
|
|
|
|
|
|
||||||||
Restructuring charges and related costs
|
$
|
(15
|
)
|
|
$
|
(.05
|
)
|
|
$
|
(27
|
)
|
|
$
|
(.09
|
)
|
Unrealized loss on foreign exchange forward contracts
|
(6
|
)
|
|
(.02
|
)
|
|
—
|
|
|
—
|
|
||||
Tax expense associated with sale of business
|
(7
|
)
|
|
(.02
|
)
|
|
—
|
|
|
—
|
|
||||
Acquisition transaction costs
|
—
|
|
|
—
|
|
|
(7
|
)
|
|
(.02
|
)
|
||||
Impact of items on earnings from continuing operations
|
$
|
(28
|
)
|
|
$
|
(.09
|
)
|
|
$
|
(34
|
)
|
|
$
|
(.11
|
)
|
|
Three Months Ended
|
|
|
||||||
(Millions)
|
October 27, 2013
|
|
October 28, 2012
|
|
% Change
|
||||
U.S. Simple Meals
|
$
|
860
|
|
|
$
|
896
|
|
|
(4)%
|
Global Baking and Snacking
|
609
|
|
|
574
|
|
|
6
|
||
International Simple Meals and Beverages
|
193
|
|
|
223
|
|
|
(13)
|
||
U.S. Beverages
|
173
|
|
|
189
|
|
|
(8)
|
||
Bolthouse and Foodservice
|
330
|
|
|
323
|
|
|
2
|
||
|
$
|
2,165
|
|
|
$
|
2,205
|
|
|
(2)%
|
|
U.S.
Simple
Meals
|
|
Global
Baking
and
Snacking
|
|
International
Simple Meals
and
Beverages
|
|
U.S.
Beverages
|
|
Bolthouse and Foodservice
|
|
Total
(3)
|
Volume and Mix
|
(6)%
|
|
—%
|
|
(3)%
|
|
(9)%
|
|
(2)%
|
|
(4)%
|
Price and Sales Allowances
|
2
|
|
2
|
|
(2)
|
|
(1)
|
|
—
|
|
1
|
(Increased)/Decreased Promotional Spending
(1)
|
(2)
|
|
(2)
|
|
(2)
|
|
2
|
|
—
|
|
(1)
|
Currency
|
—
|
|
(3)
|
|
(5)
|
|
—
|
|
—
|
|
(1)
|
Net Accounting
(2)
|
—
|
|
—
|
|
(1)
|
|
—
|
|
—
|
|
—
|
Acquisitions
|
2
|
|
9
|
|
—
|
|
—
|
|
4
|
|
4
|
|
(4)%
|
|
6%
|
|
(13)%
|
|
(8)%
|
|
2%
|
|
(2)%
|
(1)
|
Represents revenue reductions from trade promotion and consumer coupon redemption programs.
|
(2)
|
In 2014, revenue in Mexico is presented on a net accounting basis in connection with a new business model under which the cost of certain services provided by the company's suppliers is netted against revenue.
|
(3)
|
Sum of the individual amounts does not add due to rounding.
|
•
|
Sales of
Campbell’s
condensed soups decreased 7%, with declines in both eating and cooking varieties.
|
•
|
Sales of ready-to-serve soups decreased 11%, primarily due to declines in canned and microwaveable soup varieties.
|
•
|
Broth sales increased 3%, primarily driven by double-digit volume gains in aseptic broth, partly offset by declines in canned broth.
|
|
Margin
Impact
|
Cost inflation and other factors
|
(1.8)%
|
Impact of acquisitions (including Plum recall)
|
(1.5)
|
Higher level of promotional spending
|
(1.0)
|
Mix
|
(0.6)
|
Productivity improvements
|
1.8
|
Restructuring-related costs
|
0.9
|
Higher selling prices
|
0.9
|
|
(1.3)%
|
|
Three Months Ended
|
|
|
||||||
(Millions)
|
October 27, 2013
|
|
October 28, 2012
|
|
% Change
|
||||
U.S. Simple Meals
|
$
|
211
|
|
|
$
|
274
|
|
|
(23)%
|
Global Baking and Snacking
|
78
|
|
|
85
|
|
|
(8)
|
||
International Simple Meals and Beverages
|
20
|
|
|
33
|
|
|
(39)
|
||
U.S. Beverages
|
24
|
|
|
30
|
|
|
(20)
|
||
Bolthouse and Foodservice
|
29
|
|
|
34
|
|
|
(15)
|
||
|
362
|
|
|
456
|
|
|
(21)%
|
||
Unallocated corporate expenses
|
(36
|
)
|
|
(66
|
)
|
|
|
||
Restructuring charges
(1)
|
(21
|
)
|
|
(22
|
)
|
|
|
||
Earnings before interest and taxes
|
$
|
305
|
|
|
$
|
368
|
|
|
|
(1)
|
See Note 8 to the Consolidated Financial Statements for additional information on restructuring charges.
|
•
|
The company implemented initiatives to improve its U.S. supply chain cost structure and increase asset utilization across its U.S. thermal plant network, including closing its thermal plant in Sacramento, California, which produced soups, sauces and beverages. The closure resulted in the elimination of approximately
700
full-time positions and was completed in phases. Most of the positions were eliminated in 2013 and operations ceased in August 2013. The company shifted the majority of Sacramento's soup, sauce and beverage production to its thermal plants in Maxton, North Carolina; Napoleon, Ohio; and Paris, Texas. The company also closed its spice plant in South Plainfield, New Jersey, which resulted in the elimination of
27
positions. The company consolidated spice production at its Milwaukee, Wisconsin, plant in 2013.
|
•
|
In Mexico, the company entered into commercial arrangements with third-party providers to expand access to manufacturing and distribution capabilities. The third-party providers will produce and distribute the company's beverages, soups, broths and sauces throughout the Mexican market. As a result of these agreements, the company
|
•
|
The company will improve its Pepperidge Farm bakery supply chain cost structure by closing its plant in Aiken, South Carolina, in 2014. The company will shift the majority of Aiken's bread production to its bakery plant in Lakeland, Florida. Approximately
110
positions will be eliminated as a result of the plant closure.
|
•
|
The company streamlined its salaried workforce in U.S. Simple Meals, North America Foodservice and U.S. Beverages by approximately
70
positions. This action was substantially completed in August 2013.
|
(Millions)
|
Total
Program
|
|
Recognized
as of
October 27, 2013
|
|
Remaining
Costs to be
Recognized
|
||||||
Severance pay and benefits
|
$
|
36
|
|
|
$
|
(36
|
)
|
|
$
|
—
|
|
Accelerated depreciation/asset impairment
|
99
|
|
|
(99
|
)
|
|
—
|
|
|||
Other exit costs
|
15
|
|
|
(10
|
)
|
|
5
|
|
|||
Total
|
$
|
150
|
|
|
$
|
(145
|
)
|
|
$
|
5
|
|
•
|
In Australia, the company is investing in a new system to automate packing operations at its biscuit plant in Virginia. This investment continued through the first quarter of 2014 and will result in the elimination of approximately
190
positions, which is expected to occur by December 2013. The company expects to continue investing in the new system through the third quarter of 2014. Further, the company improved 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
Campbell’s Soup at Hand
microwavable products was 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 action, the company outsourced a larger portion of its U.S. retail merchandising activities to its retail sales agent, Acosta Sales and Marketing, and eliminated approximately
190
positions.
|
•
|
In connection with exiting the Russian market, the company eliminated approximately
50
positions. The exit process commenced in 2011 and was substantially completed in 2012.
|
(Millions)
|
Total
Program
|
|
Recognized
as of
October 27, 2013
|
|
Remaining
Costs to be
Recognized
|
||||||
Severance pay and benefits
|
$
|
41
|
|
|
$
|
(41
|
)
|
|
$
|
—
|
|
Asset impairment/accelerated depreciation
|
23
|
|
|
(23
|
)
|
|
—
|
|
|||
Other exit costs
|
10
|
|
|
(9
|
)
|
|
1
|
|
|||
Total
|
$
|
74
|
|
|
$
|
(73
|
)
|
|
$
|
1
|
|
(Millions)
|
October 27, 2013
|
|
October 28, 2012
|
||||
Net sales
|
$
|
137
|
|
|
$
|
131
|
|
|
|
|
|
||||
Earnings before taxes
|
$
|
9
|
|
|
$
|
17
|
|
Taxes on earnings
|
18
|
|
|
4
|
|
||
Earnings (loss) from discontinued operations
|
$
|
(9
|
)
|
|
$
|
13
|
|
•
|
the impact of strong competitive response to the company’s efforts to leverage its brand power with product innovation, promotional programs and new advertising;
|
•
|
the impact of changes in consumer demand for the company’s products, as well as the impact of consumer response to the company's marketing and promotional programs;
|
•
|
the risks in the marketplace associated with trade and consumer acceptance of product improvements, shelving initiatives, new products, and pricing and promotional strategies;
|
•
|
the company’s 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 company’s ability to realize projected cost savings and benefits, including restructuring initiatives;
|
•
|
the company’s ability to successfully manage changes to its business processes, including selling, distribution, manufacturing and information management systems;
|
•
|
the practices and increased significance of certain of the company’s key customers;
|
•
|
the impact of new or changing inventory management practices by the company’s customers;
|
•
|
the impact of fluctuations in the supply of and inflation in energy, raw and packaging materials cost;
|
•
|
the impact associated with completing and integrating acquisitions, divestitures and other portfolio changes;
|
•
|
the uncertainties of litigation described from time to time in the company’s 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 company’s markets due to political instability, civil disobedience, armed hostilities, natural disasters or other calamities.
|
a.
|
Evaluation of Disclosure Controls and Procedures
|
b.
|
Changes in Internal Controls
|
Period
|
Total Number
of Shares
Purchased
(1)
|
|
Average
Price Paid
Per Share
(2)
|
|
Total Number of
Shares Purchased
as Part of Publicly
Announced Plans or
Programs
(3)
|
|
Approximate
Dollar Value of
Shares that may yet
be Purchased
Under the Plans or
Programs
($ in Millions)
(3)
|
|||
7/29/13-8/31/13
|
—
|
|
|
—
|
|
|
—
|
|
|
$750
|
9/1/13-9/30/13
|
43,040
|
|
|
$41.56
|
|
—
|
|
|
$750
|
|
10/1/13-10/27/13
|
—
|
|
|
—
|
|
|
—
|
|
|
$750
|
Total
|
43,040
|
|
|
$41.56
|
|
—
|
|
|
$750
|
(1)
|
Represents shares repurchased in open-market transactions for issuances under the company's stock compensation plans to certain non-U.S. employees.
|
(2)
|
Average price paid per share is calculated on a settlement basis and excludes commission.
|
(3)
|
During the quarter, the company had a publicly announced strategic share repurchase program. Under this program, which was announced on June 23, 2011, the company's Board of Directors authorized the purchase of up to $1 billion of company stock. The program has no expiration date, although the company suspended purchases under the program in July 2012. The company expects to continue its longstanding practice, under separate authorization, of purchasing shares sufficient to offset shares issued under incentive compensation plans.
|
Item 6.
|
EXHIBITS
|
31(a)
|
Certification of Denise M. Morrison pursuant to Rule 13a-14(a).
|
|
|
31(b)
|
Certification of B. Craig Owens pursuant to Rule 13a-14(a).
|
|
|
32(a)
|
Certification of Denise M. Morrison pursuant to 18 U.S.C. Section 1350.
|
|
|
32(b)
|
Certification of B. Craig Owens pursuant to 18 U.S.C. Section 1350.
|
|
|
101.INS
|
XBRL Instance Document
|
|
|
101.SCH
|
XBRL Schema Document
|
|
|
101.CAL
|
XBRL Calculation Linkbase Document
|
|
|
101.DEF
|
XBRL Definition Linkbase Document
|
|
|
101.LAB
|
XBRL Label Linkbase Document
|
|
|
101.PRE
|
XBRL Presentation Linkbase Document
|
|
|
CAMPBELL SOUP COMPANY
|
|
|
|
|
By:
|
/s/ B. Craig Owens
|
|
|
B. Craig Owens
|
|
|
Senior Vice President — Chief
|
|
|
Financial Officer and Chief
|
|
|
Administrative Officer
|
|
By:
|
/s/ Ellen Oran Kaden
|
|
|
Ellen Oran Kaden
|
|
|
Senior Vice President — Chief Legal and
|
|
|
Public Affairs Officer
|
31(a)
|
Certification of Denise M. Morrison pursuant to Rule 13a-14(a).
|
|
|
31(b)
|
Certification of B. Craig Owens pursuant to Rule 13a-14(a).
|
|
|
32(a)
|
Certification of Denise M. Morrison pursuant to 18 U.S.C. Section 1350.
|
|
|
32(b)
|
Certification of B. Craig Owens pursuant to 18 U.S.C. Section 1350.
|
|
|
101.INS
|
XBRL Instance Document
|
|
|
101.SCH
|
XBRL Schema Document
|
|
|
101.CAL
|
XBRL Calculation Linkbase Document
|
|
|
101.DEF
|
XBRL Definition Linkbase Document
|
|
|
101.LAB
|
XBRL Label Linkbase Document
|
|
|
101.PRE
|
XBRL Presentation Linkbase Document
|
No information found
* THE VALUE IS THE MARKET VALUE AS OF THE LAST DAY OF THE QUARTER FOR WHICH THE 13F WAS FILED.
FUND | NUMBER OF SHARES | VALUE ($) | PUT OR CALL |
---|
DIRECTORS | AGE | BIO | OTHER DIRECTOR MEMBERSHIPS |
---|
No information found
No Customers Found
Suppliers
Supplier name | Ticker |
---|---|
PepsiCo, Inc. | PEP |
The Procter & Gamble Company | PG |
Canaan Inc. | CAN |
Honeywell International Inc. | HON |
3M Company | MMM |
Thermo Fisher Scientific Inc. | TMO |
Danaher Corporation | DHR |
Price
Yield
Owner | Position | Direct Shares | Indirect Shares |
---|