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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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For The Quarterly Period Ended |
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Commission File Number |
November 1, 2020 |
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1-3822 |
CAMPBELL SOUP COMPANY
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New Jersey |
21-0419870 |
State of Incorporation |
I.R.S. Employer Identification No. |
1 Campbell Place
Camden, New Jersey 08103-1799
Principal Executive Offices
Telephone Number: (856) 342-4800
Securities registered pursuant to Section 12(b) of the
Act:
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Title of Each Class |
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Trading Symbol |
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Name of Each Exchange on Which Registered |
Capital Stock, par value $.0375 |
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CPB |
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New York Stock Exchange |
Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark whether the registrant: (1) has filed
all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days. ☑ Yes ☐
No
Indicate by check mark whether the registrant has submitted
electronically every Interactive Data File required to be submitted
pursuant to Rule 405 of Regulation S-T during the
preceding 12 months (or for such shorter period that the
registrant was required to submit such files). ☑ Yes ☐
No
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer, a
smaller reporting company or an emerging growth company. See the
definitions of "large accelerated filer," "accelerated filer,"
"smaller reporting company," and "emerging growth company" in
Rule 12b-2 of the Exchange Act.
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Large accelerated filer |
☑
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Accelerated filer |
☐ |
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Non-accelerated filer |
☐ |
Smaller reporting company |
☐ |
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Emerging growth company |
☐ |
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If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
☐
Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange Act). ☐ Yes
☑ No
There were 302,944,984 shares of capital stock outstanding as of
December 2, 2020.
TABLE OF CONTENTS
PART I - FINANCIAL INFORMATION
Item 1.
Financial Statements
CAMPBELL SOUP COMPANY
Consolidated Statements of Earnings
(unaudited)
(millions, except per share amounts)
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Three Months Ended |
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November 1, 2020 |
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October 27, 2019 |
Net sales |
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$ |
2,340 |
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$ |
2,183 |
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Costs and expenses |
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Cost of products sold |
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1,527 |
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1,445 |
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Marketing and selling expenses |
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208 |
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206 |
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Administrative expenses |
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141 |
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134 |
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Research and development expenses |
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20 |
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22 |
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Other expenses / (income) |
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(18) |
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56 |
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Restructuring charges |
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1 |
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3 |
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Total costs and expenses |
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1,879 |
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1,866 |
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Earnings before interest and taxes |
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461 |
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317 |
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Interest expense |
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55 |
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80 |
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Interest income |
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— |
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— |
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Earnings before taxes |
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406 |
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237 |
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Taxes on earnings |
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97 |
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68 |
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Earnings from continuing operations |
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309 |
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169 |
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Earnings (loss) from discontinued operations |
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— |
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(3) |
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Net earnings |
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309 |
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166 |
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Less: Net earnings (loss) attributable to noncontrolling
interests |
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— |
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— |
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Net earnings attributable to Campbell Soup Company |
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$ |
309 |
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$ |
166 |
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Per Share — Basic |
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Earnings from continuing operations attributable to Campbell Soup
Company |
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$ |
1.02 |
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$ |
.56 |
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Earnings (loss) from discontinued operations |
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— |
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(.01) |
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Net earnings attributable to Campbell Soup Company |
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$ |
1.02 |
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$ |
.55 |
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Weighted average shares outstanding — basic |
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302 |
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301 |
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Per Share — Assuming Dilution |
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Earnings from continuing operations attributable to Campbell Soup
Company |
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$ |
1.02 |
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$ |
.56 |
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Earnings (loss) from discontinued operations |
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— |
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(.01) |
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Net earnings attributable to Campbell Soup Company |
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$ |
1.02 |
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$ |
.55 |
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Weighted average shares outstanding — assuming dilution |
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304 |
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303 |
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See accompanying Notes to Consolidated Financial
Statements.
CAMPBELL SOUP COMPANY
Consolidated Statements of Comprehensive Income
(unaudited)
(millions)
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Three Months Ended |
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November 1, 2020 |
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October 27, 2019 |
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Pre-tax amount |
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Tax (expense) benefit |
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After-tax amount |
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Pre-tax amount |
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Tax (expense) benefit |
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After-tax amount |
Net earnings (loss) |
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$ |
309 |
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$ |
166 |
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Other comprehensive income (loss): |
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Foreign currency translation: |
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Foreign currency translation adjustments |
$ |
— |
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$ |
— |
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— |
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$ |
(4) |
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$ |
— |
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(4) |
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Reclassification of currency translation adjustments realized upon
disposal of businesses |
— |
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— |
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— |
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82 |
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— |
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82 |
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Cash-flow hedges: |
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Unrealized gains (losses) arising during period |
(1) |
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1 |
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— |
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— |
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— |
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— |
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Reclassification adjustment for (gains) losses included in net
earnings |
— |
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— |
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— |
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2 |
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(1) |
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1 |
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Pension and other postretirement benefits: |
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Reclassification of prior service credit included in net
earnings |
(1) |
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— |
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(1) |
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(7) |
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1 |
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(6) |
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Other comprehensive income (loss) |
$ |
(2) |
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$ |
1 |
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(1) |
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$ |
73 |
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$ |
— |
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73 |
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Total comprehensive income (loss) |
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$ |
308 |
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$ |
239 |
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Total comprehensive income (loss) attributable to noncontrolling
interests |
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(2) |
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1 |
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Total comprehensive income (loss) attributable to Campbell Soup
Company |
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$ |
310 |
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$ |
238 |
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See accompanying Notes to Consolidated Financial
Statements.
CAMPBELL SOUP COMPANY
Consolidated Balance Sheets
(unaudited)
(millions, except per share amounts)
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November 1,
2020 |
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August 2,
2020 |
Current assets |
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Cash and cash equivalents |
$ |
722 |
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$ |
859 |
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Accounts receivable, net |
765 |
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575 |
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Inventories |
910 |
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871 |
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Other current assets |
66 |
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80 |
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Total current assets |
2,463 |
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2,385 |
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Plant assets, net of depreciation |
2,352 |
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2,368 |
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Goodwill |
3,987 |
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3,986 |
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Other intangible assets, net of amortization |
3,340 |
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3,350 |
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Other assets |
275 |
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283 |
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Total assets |
$ |
12,417 |
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$ |
12,372 |
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Current liabilities |
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Short-term borrowings |
$ |
1,084 |
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$ |
1,202 |
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Payable to suppliers and others |
1,049 |
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1,049 |
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Accrued liabilities |
579 |
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693 |
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Dividends payable |
108 |
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107 |
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Accrued income taxes |
86 |
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24 |
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Total current liabilities |
2,906 |
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3,075 |
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Long-term debt |
4,996 |
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4,994 |
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Deferred taxes |
939 |
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914 |
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Other liabilities |
803 |
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820 |
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Total liabilities |
9,644 |
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9,803 |
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Commitments and contingencies |
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Campbell Soup Company shareholders' equity |
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Preferred stock; authorized 40 shares; none issued
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— |
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— |
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Capital stock, $0.0375 par value; authorized 560 shares; issued 323
shares
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12 |
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12 |
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Additional paid-in capital |
370 |
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394 |
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Earnings retained in the business |
3,387 |
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3,190 |
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Capital stock in treasury, at cost |
(991) |
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(1,023) |
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Accumulated other comprehensive income (loss) |
(9) |
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(10) |
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Total Campbell Soup Company shareholders' equity |
2,769 |
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2,563 |
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Noncontrolling interests |
4 |
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6 |
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Total equity |
2,773 |
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2,569 |
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Total liabilities and equity |
$ |
12,417 |
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$ |
12,372 |
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See accompanying Notes to Consolidated Financial
Statements.
CAMPBELL SOUP COMPANY
Consolidated Statements of Cash Flows
(unaudited)
(millions)
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Three Months Ended |
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November 1, 2020 |
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October 27, 2019 |
Cash flows from operating activities: |
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Net earnings |
$ |
309 |
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$ |
166 |
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Adjustments to reconcile net earnings to operating cash
flow |
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Restructuring charges |
1 |
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3 |
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Stock-based compensation |
16 |
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14 |
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Pension and postretirement benefit income |
(20) |
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(18) |
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Depreciation and amortization |
76 |
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81 |
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Deferred income taxes |
25 |
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(9) |
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Loss on sales of businesses |
— |
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104 |
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Other |
21 |
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28 |
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Changes in working capital, net of divestitures |
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Accounts receivable |
(189) |
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(174) |
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Inventories |
(38) |
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(37) |
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Prepaid assets |
8 |
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6 |
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Accounts payable and accrued liabilities |
(28) |
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32 |
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Other |
(1) |
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(14) |
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Net cash provided by operating activities |
180 |
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182 |
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Cash flows from investing activities: |
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Purchases of plant assets |
(74) |
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(98) |
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Purchases of route businesses |
(1) |
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(3) |
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Sales of route businesses |
3 |
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2 |
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Sales of businesses, net of cash divested |
— |
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368 |
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Net cash provided by (used in) investing activities |
(72) |
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269 |
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Cash flows from financing activities: |
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Short-term borrowings, including commercial paper |
— |
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2,508 |
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Short-term repayments, including commercial paper |
(123) |
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(2,447) |
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Long-term repayments |
— |
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(399) |
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Dividends paid |
(108) |
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(107) |
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Treasury stock issuances |
— |
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1 |
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Payments related to tax withholding for stock-based
compensation |
(13) |
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(9) |
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Other |
(1) |
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— |
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Net cash used in financing activities |
(245) |
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(453) |
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Effect of exchange rate changes on cash |
— |
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(1) |
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Net change in cash and cash equivalents |
(137) |
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(3) |
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Cash and cash equivalents — beginning of period |
859 |
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31 |
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Cash and cash equivalents discontinued operations — beginning of
period |
— |
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148 |
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Cash and cash equivalents discontinued operations — end of
period |
— |
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(115) |
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Cash and cash equivalents — end of period |
$ |
722 |
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$ |
61 |
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See accompanying Notes to Consolidated Financial
Statements.
CAMPBELL SOUP COMPANY
Consolidated Statements of Equity
(unaudited)
(millions, except per share amounts)
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Campbell Soup Company Shareholders’ Equity |
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Capital Stock |
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Additional Paid-in
Capital |
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Earnings Retained in the
Business |
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Accumulated Other Comprehensive
Income (Loss) |
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Noncontrolling
Interests |
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Issued |
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In Treasury |
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Total
Equity |
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Shares |
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Amount |
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Shares |
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Amount |
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Balance at July 28, 2019 |
323 |
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$ |
12 |
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(22) |
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$ |
(1,076) |
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$ |
372 |
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$ |
1,993 |
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$ |
(198) |
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$ |
9 |
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$ |
1,112 |
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Net earnings (loss) |
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166 |
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— |
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166 |
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Other comprehensive income (loss) |
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72 |
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1 |
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73 |
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Dividends ($.35 per share)
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(108) |
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(108) |
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Treasury stock purchased |
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— |
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— |
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— |
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Treasury stock issued under management incentive and stock option
plans |
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1 |
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23 |
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(16) |
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(1) |
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6 |
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Balance at October 27, 2019 |
323 |
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$ |
12 |
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(21) |
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$ |
(1,053) |
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$ |
356 |
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$ |
2,050 |
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$ |
(126) |
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$ |
10 |
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$ |
1,249 |
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at August 2, 2020 |
323 |
|
|
$ |
12 |
|
|
(21) |
|
|
$ |
(1,023) |
|
|
$ |
394 |
|
|
$ |
3,190 |
|
|
$ |
(10) |
|
|
$ |
6 |
|
|
$ |
2,569 |
|
Net earnings (loss) |
|
|
|
|
|
|
|
|
|
|
309 |
|
|
|
|
— |
|
|
309 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive income (loss) |
|
|
|
|
|
|
|
|
|
|
|
|
1 |
|
|
(2) |
|
|
(1) |
|
Dividends ($.35 per share)
|
|
|
|
|
|
|
|
|
|
|
(107) |
|
|
|
|
|
|
(107) |
|
Treasury stock purchased |
|
|
|
|
— |
|
|
— |
|
|
|
|
|
|
|
|
|
|
— |
|
Treasury stock issued under management incentive and stock option
plans |
|
|
|
|
1 |
|
|
32 |
|
|
(24) |
|
|
(5) |
|
|
|
|
|
|
3 |
|
Balance at November 1, 2020 |
323 |
|
|
$ |
12 |
|
|
(20) |
|
|
$ |
(991) |
|
|
$ |
370 |
|
|
$ |
3,387 |
|
|
$ |
(9) |
|
|
$ |
4 |
|
|
$ |
2,773 |
|
See accompanying Notes to Consolidated Financial
Statements.
Notes to Consolidated Financial Statements
(unaudited)
(currency in millions, except per share amounts)
1. Basis of Presentation and Significant Accounting
Policies
In this Form 10-Q, unless otherwise stated, the terms "we," "us,"
"our" and the "company" refer to Campbell Soup Company and its
consolidated subsidiaries.
The consolidated financial statements include our accounts and
entities in which we maintain a controlling financial
interest
and a variable interest entity (VIE) for which we were the primary
beneficiary. Intercompany transactions are eliminated in
consolidation. See Note 3 for a discussion of Discontinued
Operations.
The financial statements reflect all adjustments which are, in our
opinion, necessary for a fair statement of the results of
operations, financial position, and cash flows for the indicated
periods. The accounting policies we used in preparing these
financial statements are substantially consistent with those we
applied in our Annual Report on Form 10-K for the year ended August
2, 2020.
The results for the period are not necessarily indicative of the
results to be expected for other interim periods or the full year.
Our fiscal year ends on the Sunday nearest July 31, which is August
1, 2021. There are 52 weeks in 2021. There were 53 weeks in
2020.
2. Recent Accounting Pronouncements
Recently Adopted
In August 2018, the Financial Accounting Standards Board (FASB)
issued guidance that eliminates, adds, and modifies certain
disclosure requirements for fair value measurements. The guidance
is effective for fiscal years beginning after December 15,
2019, and interim periods within those years. We adopted the new
guidance at the beginning of the first quarter of 2021. The
adoption did not have a material impact on our consolidated
financial statements.
In August 2018, the FASB issued guidance on accounting for
implementation costs incurred in a cloud computing arrangement that
is a service contract. The guidance aligns the requirements for
capitalizing implementation costs incurred in a hosting arrangement
that is a service contract with the requirements for capitalizing
implementation costs incurred to develop or obtain internal-use
software. The guidance is effective for fiscal years beginning
after December 15, 2019. Entities have the option to apply the
guidance prospectively to all implementation costs incurred after
the date of adoption or retrospectively. Early adoption is
permitted. We adopted the new guidance on a prospective basis at
the beginning of the first quarter of 2021. The adoption did not
have a material impact on our consolidated financial
statements.
Accounting Pronouncements Not Yet Adopted
In August 2018, the FASB issued guidance that changes the
disclosure requirements related to defined benefit pension and
postretirement plans. The guidance is effective for fiscal
years beginning after December 15, 2020. The guidance is to be
applied on a retrospective basis. Early adoption is permitted. We
are currently evaluating the impact that the new guidance will have
on our disclosures.
In December 2019, the FASB issued guidance on simplifying the
accounting for income taxes. The guidance removes certain
exceptions to the general principles of accounting for income taxes
and also improves consistent application of accounting by
clarifying or amending existing guidance. The guidance is effective
for fiscal years beginning after December 15, 2020, and
interim periods within those years. Early adoption is permitted. We
are currently evaluating the impact that the new guidance will have
on our consolidated financial statements.
In March 2020, the FASB issued guidance that provides optional
expedients and exceptions for a limited period of time for
accounting for contracts, hedging relationships, and other
transactions affected by the London Interbank Offered Rate (LIBOR)
or another reference rate expected to be discontinued. Optional
expedients can be applied from March 12, 2020 through December 31,
2022. We are currently evaluating the impact that the new guidance
will have on our consolidated financial statements.
3. Divestitures
Discontinued Operations
We completed the sale of our Kelsen business on September 23, 2019,
for $322. We also completed the sale of our Arnott’s business and
certain other international operations, including the simple meals
and shelf-stable beverages businesses in Australia and Asia Pacific
(the Arnott's and other international operations), on December 23,
2019, for $2,286. The purchase price was subject to certain
post-closing adjustments, which resulted in $4 of additional
proceeds in the third quarter of 2020. Beginning
in the fourth quarter of 2019, we have reflected the results of
operations
of the Kelsen business and the Arnott’s and
other international operations (collectively referred to as
Campbell International) as discontinued operations in the
Consolidated Statements of Earnings for all periods presented.
These businesses were historically included in the Snacks
reportable segment.
Results of Campbell International were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
October 27, 2019 |
|
|
|
Net sales |
|
|
|
|
$ |
223 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings before taxes from operations |
|
|
|
|
$ |
37 |
|
|
|
|
Taxes on earnings from operations |
|
|
|
|
13 |
|
|
|
|
Loss on sale of business / costs associated with selling the
businesses |
|
|
|
|
(51) |
|
|
|
|
Tax benefit on loss of sale / costs associated with selling the
businesses |
|
|
|
|
(24) |
|
|
|
|
Earnings (loss) from discontinued operations |
|
|
|
|
$ |
(3) |
|
|
|
|
Under the terms of the sale of the Arnott's and other international
operations, we entered into a long-term licensing arrangement for
the exclusive rights to certain Campbell brands in certain non-U.S.
markets. We provide certain transition services to support the
divested business.
Cash flow activity of Campbell International included the
following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
|
|
October 27, 2019 |
Cash flows from discontinued operating activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss on sale of discontinued operations business |
|
|
|
$ |
40 |
|
|
|
|
|
|
Cash flows from discontinued investing activities: |
|
|
|
|
Capital expenditures |
|
|
|
$ |
21 |
|
Sale of discontinued operations business, net of cash
divested |
|
|
|
297 |
|
Other Divestitures
On October 11, 2019, we completed the sale of our European chips
business for £63, or $77. The pre-tax loss recognized in the first
quarter of 2020 on the sale was $64, which included the impact of
allocated goodwill and foreign currency translation adjustments.
For tax purposes, in the first quarter of 2020, the capital loss on
the sale was offset by a valuation allowance. The European chips
business had net sales of $25 for the three-month period ended
October 27, 2019. Earnings were not material in the period.
The results of the European chips business through the date of sale
were reflected in continuing operations within the Snacks
reportable segment.
4. Accumulated Other Comprehensive Income (Loss)
The components of Accumulated other comprehensive income (loss)
consisted of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign Currency Translation Adjustments(1)
|
|
Gains (Losses) on Cash Flow Hedges(2)
|
|
Pension and Postretirement Benefit Plan
Adjustments(3)
|
|
Total Accumulated Comprehensive Income (Loss) |
Balance at July 28, 2019 |
|
$ |
(218) |
|
|
$ |
(9) |
|
|
$ |
29 |
|
|
$ |
(198) |
|
Other comprehensive income (loss) before
reclassifications |
|
(5) |
|
|
— |
|
|
— |
|
|
(5) |
|
Amounts reclassified from accumulated other comprehensive income
(loss)(4)
|
|
82 |
|
|
1 |
|
|
(6) |
|
|
77 |
|
Net current-period other comprehensive income (loss) |
|
77 |
|
|
1 |
|
|
(6) |
|
|
72 |
|
Balance at Octoboer 27, 2019 |
|
$ |
(141) |
|
|
$ |
(8) |
|
|
$ |
23 |
|
|
$ |
(126) |
|
|
|
|
|
|
|
|
|
|
Balance at August 2, 2020 |
|
$ |
(10) |
|
|
$ |
(7) |
|
|
$ |
7 |
|
|
$ |
(10) |
|
Other comprehensive income (loss) before
reclassifications |
|
2 |
|
|
— |
|
|
— |
|
|
2 |
|
Amounts reclassified from accumulated other comprehensive income
(loss)
|
|
— |
|
|
— |
|
|
(1) |
|
|
(1) |
|
Net current-period other comprehensive income (loss) |
|
2 |
|
|
— |
|
|
(1) |
|
|
1 |
|
Balance at November 1, 2020 |
|
$ |
(8) |
|
|
$ |
(7) |
|
|
$ |
6 |
|
|
$ |
(9) |
|
_____________________________________
(1)Included
no tax as of November 1, 2020, and August 2, 2020, and
tax expense of $4 as of October 27, 2019, and July 28,
2019.
(2)Included
a tax benefit of $2 as of November 1, 2020, $1 as of
August 2, 2020, and October 27, 2019, and $2 as of
July 28, 2019.
(3)Included
tax expense of $2 as of November 1, 2020, $2 as of
August 2, 2020, $7 as of October 27, 2019, and $8 as of
July 28, 2019.
(4)Reflects
amounts reclassified from sale of businesses. See Note 3 for
additional information.
Amounts related to noncontrolling interests were not
material.
The amounts reclassified from Accumulated other comprehensive
income (loss) consisted of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
Details about Accumulated Other Comprehensive Income (Loss)
Components |
|
|
|
|
|
November 1, 2020 |
|
October 27, 2019 |
|
Location of (Gain) Loss Recognized in Earnings |
Foreign currency translation adjustments: |
|
|
|
|
|
|
|
|
|
|
Currency translation (gains) losses realized upon disposal of
businesses |
|
|
|
|
|
$ |
— |
|
|
$ |
23 |
|
|
Other expenses / (income) |
Currency translation (gains) losses realized upon disposal of
businesses |
|
|
|
|
|
— |
|
|
59 |
|
|
Earnings (loss) from discontinued operations |
Total before tax |
|
|
|
|
|
— |
|
|
82 |
|
|
|
Tax expense (benefit) |
|
|
|
|
|
— |
|
|
— |
|
|
|
(Gain) loss, net of tax |
|
|
|
|
|
$ |
— |
|
|
$ |
82 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Gains) losses on cash flow hedges: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign exchange forward contracts |
|
|
|
|
|
$ |
— |
|
|
$ |
1 |
|
|
Earnings (loss) from discontinued operations |
Forward starting interest rate swaps |
|
|
|
|
|
— |
|
|
1 |
|
|
Interest expense |
Total before tax |
|
|
|
|
|
— |
|
|
2 |
|
|
|
Tax expense (benefit) |
|
|
|
|
|
— |
|
|
(1) |
|
|
|
(Gain) loss, net of tax |
|
|
|
|
|
$ |
— |
|
|
$ |
1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension and postretirement benefit adjustments: |
|
|
|
|
|
|
|
|
|
|
Prior service credit |
|
|
|
|
|
$ |
(1) |
|
|
$ |
(7) |
|
|
Other expenses / (income) |
Tax expense (benefit) |
|
|
|
|
|
— |
|
|
1 |
|
|
|
(Gain) loss, net of tax |
|
|
|
|
|
$ |
(1) |
|
|
$ |
(6) |
|
|
|
5. Goodwill and Intangible Assets
Goodwill
The following table shows the changes in the carrying amount of
goodwill by business segment:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Meals & Beverages |
|
Snacks |
|
Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net balance at August 2, 2020 |
$ |
975 |
|
|
$ |
3,011 |
|
|
$ |
3,986 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation adjustment |
1 |
|
|
— |
|
|
1 |
|
Net balance at November 1, 2020 |
$ |
976 |
|
|
$ |
3,011 |
|
|
$ |
3,987 |
|
Intangible Assets
The following table summarizes balance sheet information for
intangible assets, excluding goodwill, subject to amortization and
intangible assets not subject to amortization:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
November 1, 2020 |
|
August 2, 2020 |
Intangible Assets |
|
Cost |
Accumulated Amortization |
Net |
|
Cost |
Accumulated Amortization |
Net |
Amortizable intangible assets |
|
|
|
|
|
|
|
|
Customer relationships |
|
$ |
851 |
|
$ |
(122) |
|
$ |
729 |
|
|
$ |
851 |
|
$ |
(112) |
|
$ |
739 |
|
Non-amortizable intangible assets |
|
|
|
|
|
|
|
|
Trademarks |
|
|
|
2,611 |
|
|
|
|
2,611 |
|
Total net intangible assets |
|
|
|
$ |
3,340 |
|
|
|
|
$ |
3,350 |
|
Non-amortizable intangible assets consist of trademarks. As of
November 1, 2020, trademarks primarily included $1,978
associated with Snyder's-Lance. Of the carrying values of all
indefinite-lived trademarks, $620 related to
Snyder's of Hanover
trademark, $292 related to the
Pace
trademark, and $280 related to the
Pacific Foods
trademark.
Amortization of intangible assets in Earnings from continuing
operations was $10 and $11 for the three-month periods ended
November 1, 2020, and October 27, 2019, respectively. As
of November 1, 2020, amortizable intangible assets had a
weighted-average remaining useful life of 18 years. Amortization
expense for the next 5 years is estimated to be approximately $42
per year.
6. Segment Information
Our reportable segments are as follows:
•Meals
& Beverages, which includes the retail and foodservice
businesses in the U.S. and Canada. The segment includes the
following products:
Campbell’s
condensed and ready-to-serve soups;
Swanson
broth and stocks;
Pacific Foods
broth, soups and non-dairy beverages;
Prego
pasta sauces;
Pace
Mexican sauces;
Campbell’s
gravies, pasta, beans and dinner sauces;
Swanson
canned poultry;
Plum
baby food and snacks;
V8
juices and beverages; and
Campbell’s
tomato juice; and
•Snacks,
which consists of Pepperidge Farm cookies,
crackers, fresh bakery and frozen products in U.S. retail,
including
Milano
cookies and
Goldfish
crackers; and
Snyder’s of Hanover
pretzels,
Lance
sandwich crackers,
Cape Cod
and
Kettle Brand
potato chips,
Late July
snacks,
Snack Factory Pretzel Crisps,
Pop Secret
popcorn,
Emerald
nuts, and other snacking products in the U.S. and Canada. The
segment includes the retail business in Latin America. The segment
also included the results of our European chips business, which was
sold on October 11, 2019.
We evaluate segment performance before interest, taxes and costs
associated with restructuring activities and impairment charges.
Unrealized gains and losses on undesignated commodity hedging
activities are excluded from segment operating earnings and are
recorded in Corporate as these open positions represent hedges of
future purchases. Upon closing of the contracts, the realized gain
or loss is transferred to segment operating earnings, which allows
the segments to reflect the economic effects of the hedge without
exposure to quarterly volatility of unrealized gains and losses.
Only the service cost component of pension and postretirement
expense is allocated to segments. All other components of expense,
including interest cost, expected return on assets, amortization of
prior service credits and recognized actuarial gains and losses are
reflected in Corporate and not included in segment operating
results. Asset information by segment is not discretely maintained
for internal reporting or used in evaluating
performance.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
|
|
|
|
November 1,
2020 |
|
October 27,
2019 |
Net sales |
|
|
|
|
|
|
|
|
Meals & Beverages |
|
|
|
|
|
$ |
1,342 |
|
|
$ |
1,194 |
|
Snacks |
|
|
|
|
|
998 |
|
|
989 |
|
Total |
|
|
|
|
|
$ |
2,340 |
|
|
$ |
2,183 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
|
|
|
|
November 1,
2020 |
|
October 27,
2019 |
Earnings before interest and taxes |
|
|
|
|
|
|
|
|
Meals & Beverages |
|
|
|
|
|
$ |
333 |
|
|
$ |
282 |
|
Snacks |
|
|
|
|
|
139 |
|
|
125 |
|
Corporate(1)
|
|
|
|
|
|
(10) |
|
|
(87) |
|
Restructuring charges(2)
|
|
|
|
|
|
(1) |
|
|
(3) |
|
Total |
|
|
|
|
|
$ |
461 |
|
|
$ |
317 |
|
_______________________________________
(1)Represents
unallocated items. Pension benefit settlement adjustments are
included in Corporate. There were settlement gains of $4 in the
three-month period ended November 1, 2020. A loss of $64 on
the sale of our European chips business was included in the
three-month period ended October 27, 2019. Costs related
to the cost savings initiatives were $5 and $8 in the three-month
periods ended November 1, 2020, and October 27, 2019,
respectively.
(2)See
Note 7 for additional information.
Our net sales based on product categories are as
follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
|
|
|
|
November 1,
2020 |
|
October 27,
2019 |
Net sales |
|
|
|
|
|
|
|
|
Soup |
|
|
|
|
|
$ |
826 |
|
|
$ |
708 |
|
Snacks |
|
|
|
|
|
1,008 |
|
|
1,010 |
|
Other simple meals |
|
|
|
|
|
311 |
|
|
283 |
|
Beverages |
|
|
|
|
|
195 |
|
|
182 |
|
Total |
|
|
|
|
|
$ |
2,340 |
|
|
$ |
2,183 |
|
Soup includes various soup, broths and stock products. Snacks
include cookies, pretzels, crackers, popcorn, nuts, potato chips,
tortilla chips and other salty snacks and baked products. Other
simple meals include sauces and Plum products. Beverages
include
V8
juices and beverages,
Campbell’s
tomato juice and
Pacific Foods
non-dairy beverages.
7. Restructuring Charges and Cost Savings Initiatives
Multi-year Cost Savings Initiatives and Snyder's-Lance Cost
Transformation Program and Integration
Beginning in fiscal 2015, we implemented initiatives to reduce
costs and to streamline our organizational structure.
In recent years, we expanded these initiatives by further
optimizing our supply chain and manufacturing networks, including
closing our manufacturing facility in Toronto, Ontario, as well as
our information technology infrastructure.
On March 26, 2018, we completed the acquisition of Snyder's-Lance.
Prior to the acquisition, Snyder's-Lance launched a cost
transformation program following a comprehensive review of its
operations with the goal of significantly improving its financial
performance. We continue to implement this program. In addition, we
have identified opportunities for additional cost synergies as we
integrate Snyder's-Lance.
Cost estimates, as well as timing for certain activities, are
continuing to be developed.
A summary of the pre-tax charges recorded in Earnings from
continuing operations related to these initiatives is as
follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
|
|
|
|
|
November 1,
2020 |
|
October 27,
2019 |
|
Recognized as of November 1, 2020
|
Restructuring charges |
|
|
|
|
$ |
1 |
|
|
$ |
3 |
|
|
$ |
239 |
|
Administrative expenses |
|
|
|
|
4 |
|
|
8 |
|
|
315 |
|
Cost of products sold |
|
|
|
|
1 |
|
|
— |
|
|
77 |
|
Marketing and selling expenses |
|
|
|
|
— |
|
|
— |
|
|
12 |
|
Research and development expenses |
|
|
|
|
— |
|
|
— |
|
|
4 |
|
Total pre-tax charges |
|
|
|
|
$ |
6 |
|
|
$ |
11 |
|
|
$ |
647 |
|
A summary of the pre-tax costs in Earnings (loss) from discontinued
operations associated with these initiatives is as
follows:
|
|
|
|
|
|
|
Recognized as of November 1, 2020 |
Severance pay and benefits
|
$ |
19 |
|
Implementation costs and other related costs
|
4 |
|
Total |
$ |
23 |
|
As of April 28, 2019, we incurred substantially all of the costs
for actions associated with discontinued operations. All of the
costs were cash expenditures.
A summary of the pre-tax costs in Earnings from continuing
operations associated with the initiatives is as
follows:
|
|
|
|
|
|
|
Recognized as of November 1, 2020 |
Severance pay and benefits
|
$ |
215 |
|
Asset impairment/accelerated depreciation |
67 |
|
Implementation costs and other related costs
|
365 |
|
Total |
$ |
647 |
|
The total estimated pre-tax costs for actions associated with
continuing operations that have been identified are approximately
$700 to $730 and we expect to incur the costs through 2022. This
estimate will be updated as costs for the expanded initiatives are
developed.
We expect the costs for actions associated with continuing
operations that have been identified to date to consist of the
following: approximately $220 to $225 in severance pay and
benefits; approximately $90 in asset impairment and accelerated
depreciation; and approximately $390 to $415 in implementation
costs and other related costs. We expect these pre-tax costs to be
associated with our segments as follows: Meals & Beverages -
approximately 32%; Snacks - approximately 44%; and Corporate -
approximately 24%.
Of the aggregate $700 to $730 of pre-tax costs associated with
continuing operations identified to date, we expect approximately
$595 to $625 will be cash expenditures. In addition, we expect to
invest approximately $455 in capital expenditures through
2022, of which we invested $351 as of November 1, 2020. The
capital expenditures primarily relate to a U.S. warehouse
optimization project, improvement of quality, safety and cost
structure across the Snyder’s-Lance manufacturing network,
implementation of an SAP enterprise-resource planning system for
Snyder's-Lance, optimization of information technology
infrastructure and applications, transition of production of the
Toronto manufacturing facility to our U.S. thermal plants,
insourcing of manufacturing for certain simple meal products, and
optimization of the Snyder’s-Lance warehouse and distribution
network.
A summary of the restructuring activity and related reserves
associated with continuing operations at November 1, 2020, is
as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Severance Pay and Benefits |
|
|
|
|
|
Implementation Costs and Other Related
Costs(2)
|
|
|
|
|
|
Total Charges |
Accrued balance at August 2, 2020(1)
|
|
$ |
15 |
|
|
|
|
|
|
|
|
|
|
|
|
|
2021 charges |
|
1 |
|
|
|
|
|
|
5 |
|
|
|
|
|
|
$ |
6 |
|
2021 cash payments |
|
(6) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accrued balance at November 1, 2020(1)
|
|
$ |
10 |
|
|
|
|
|
|
|
|
|
|
|
|
|
__________________________________
(1)Includes
$3 of severance pay and benefits recorded in Other liabilities in
the Consolidated Balance Sheet.
(2)Includes
other costs recognized as incurred that are not reflected in the
restructuring reserve in the Consolidated Balance Sheet. The costs
are included in Administrative expenses and Cost of products sold
in the Consolidated Statements of Earnings.
Segment operating results do not include restructuring charges,
implementation costs and other related costs because we evaluate
segment performance excluding such charges. A summary of the
pre-tax costs in Earnings from continuing operations associated
with segments is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
November 1, 2020 |
|
|
|
Three Months
Ended |
|
Costs Incurred to Date
|
Meals & Beverages |
|
|
$ |
— |
|
|
$ |
220 |
|
Snacks |
|
|
5 |
|
|
256 |
|
Corporate |
|
|
1 |
|
|
171 |
|
Total |
|
|
$ |
6 |
|
|
$ |
647 |
|
8. Earnings per Share (EPS)
For the periods presented in the Consolidated Statements of
Earnings, the calculations of basic EPS and EPS assuming dilution
vary in that the weighted average shares outstanding assuming
dilution include the incremental effect of stock options and other
share-based payment awards, except when such effect would be
antidilutive. The earnings per share calculation for the
three-month periods ended November 1, 2020 and
October 27, 2019, excludes approximately 1 million stock
options that would have been antidilutive.
9. Pension and Postretirement Benefits
Components of net benefit expense (income) were as
follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
Pension |
|
Postretirement |
|
November 1,
2020 |
|
October 27,
2019 |
|
November 1,
2020 |
|
October 27,
2019 |
Service cost |
$ |
5 |
|
|
$ |
5 |
|
|
$ |
— |
|
|
$ |
— |
|
Interest cost |
10 |
|
|
17 |
|
|
1 |
|
|
2 |
|
Expected return on plan assets |
(31) |
|
|
(34) |
|
|
— |
|
|
— |
|
Amortization of prior service cost |
— |
|
|
— |
|
|
(1) |
|
|
(7) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Settlement gains |
(4) |
|
|
(1) |
|
|
— |
|
|
— |
|
Net periodic benefit expense (income) |
$ |
(20) |
|
|
$ |
(13) |
|
|
$ |
— |
|
|
$ |
(5) |
|
The components of net periodic benefit expense (income) other than
the service cost component associated with continuing operations
are included in Other expenses / (income) in the Consolidated
Statements of Earnings.
The settlement gains of $4 for three-month period ended
November 1, 2020 resulted from the level of lump sum
distributions associated with a U.S. pension plan and a Canadian
pension plan. The settlement gain of $1 for the three-month period
ended October 27, 2019 resulted from the level of lump sum
distributions associated with a Canadian pension plan.
Net periodic pension benefit expense (income) associated with
discontinued operations was not material for the three-month period
ended October 27, 2019.
10. Leases
The components of lease costs were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
|
|
|
|
November 1,
2020 |
|
October 27,
2019 |
Operating lease cost |
|
|
|
|
|
$ |
20 |
|
|
$ |
19 |
|
Finance lease - amortization of right-of-use (ROU)
assets |
|
|
|
|
|
1 |
|
|
— |
|
|
|
|
|
|
|
|
|
|
Short-term lease cost |
|
|
|
|
|
10 |
|
|
10 |
|
Variable lease cost(1)
|
|
|
|
|
|
46 |
|
|
43 |
|
Sublease income
|
|
|
|
|
|
(1) |
|
|
— |
|
Total(2)
|
|
|
|
|
|
$ |
76 |
|
|
$ |
72 |
|
__________________________________________
(1)Includes
labor and other overhead in our service contracts with embedded
leases.
(2)Total
lease cost in the three-month period ended October 27, 2019,
included $2 related to discontinued operations.
The following tables summarize the lease amounts recorded in the
Consolidated Balance Sheets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating Leases |
|
|
Balance Sheet Location |
|
November 1,
2020 |
|
August 2,
2020 |
ROU assets, net |
|
Other assets |
|
$ |
241 |
|
|
$ |
254 |
|
Lease liabilities (current) |
|
Accrued liabilities |
|
$ |
57 |
|
|
$ |
67 |
|
Lease liabilities (noncurrent) |
|
Other liabilities |
|
$ |
180 |
|
|
$ |
184 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Finance Leases |
|
|
Balance Sheet Location |
|
November 1,
2020 |
|
August 2,
2020 |
ROU assets, net |
|
Plant assets, net of depreciation |
|
$ |
11 |
|
|
$ |
10 |
|
Lease liabilities (current) |
|
Short-term borrowings |
|
$ |
4 |
|
|
$ |
3 |
|
Lease liabilities (noncurrent) |
|
Long-term debt |
|
$ |
8 |
|
|
$ |
7 |
|
The following table summarizes cash flow and other information
related to leases:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
|
|
|
|
November 1,
2020 |
|
October 27,
2019 |
|
|
Cash paid for amounts included in the measurement of lease
liabilities:
|
|
|
|
|
|
|
|
|
Operating cash flows from operating leases |
|
|
|
$ |
21 |
|
|
$ |
19 |
|
|
|
|
|
|
|
|
|
|
|
|
Financing cash flows from finance leases |
|
|
|
$ |
1 |
|
|
$ |
— |
|
|
|
|
|
|
|
|
|
|
|
|
ROU assets obtained in exchange for lease obligations: |
|
|
|
|
|
|
|
|
Operating leases |
|
|
|
$ |
6 |
|
|
$ |
46 |
|
|
|
Finance leases
|
|
|
|
$ |
2 |
|
|
$ |
— |
|
|
|
|
|
|
|
|
|
|
|
|
ROU assets divested with businesses sold: |
|
|
|
|
|
|
|
|
Operating leases |
|
|
|
$ |
— |
|
|
$ |
6 |
|
|
|
11. Financial Instruments
The principal market risks to which we are exposed are changes in
foreign currency exchange rates, interest rates and commodity
prices. In addition, we are exposed to equity price changes related
to certain deferred compensation obligations. In order to manage
these exposures, we follow established risk management policies and
procedures, including the use of derivative contracts such as
swaps, rate locks, options, forwards and commodity futures. We
enter into these derivative contracts for periods consistent with
the related underlying exposures, and the contracts do not
constitute positions independent of those exposures. We do not
enter into derivative contracts for speculative purposes and do not
use leveraged instruments. Our derivative programs include
instruments that qualify for hedge accounting treatment and
instruments that are not designated as accounting
hedges.
Concentration of Credit Risk
We are exposed to the risk that counterparties to derivative
contracts will fail to meet their contractual obligations. To
mitigate counterparty credit risk, we enter into contracts only
with carefully selected, leading, credit-worthy financial
institutions, and distribute contracts among several financial
institutions to reduce the concentration of credit risk. We
did not have credit-risk-related contingent features in our
derivative instruments as of November 1, 2020, or
August 2, 2020.
We are also exposed to credit risk from our customers. During 2020,
our largest customer accounted for approximately 21% of
consolidated net sales from continuing operations. Our five largest
customers accounted for approximately 44% of our consolidated net
sales from continuing operations in 2020.
We closely monitor credit risk associated with
counterparties
and customers.
Foreign Currency Exchange Risk
We are exposed to foreign currency exchange risk related to
third-party transactions and intercompany transactions, including
intercompany debt. Principal currencies hedged include the Canadian
dollar and, prior to the sale of Arnott's and other
international operations, the Australian dollar. We utilize foreign
exchange forward purchase and sale contracts to hedge these
exposures. The contracts are either designated as cash-flow hedging
instruments or are undesignated. We hedge portions of our
forecasted foreign currency transaction exposure with foreign
exchange forward contracts for periods typically up to 18 months.
To hedge currency exposures related to intercompany debt, we enter
into foreign exchange forward purchase and sale contracts for
periods consistent with the underlying debt. The notional amount of
foreign exchange forward contracts accounted for as cash-flow
hedges was $124 at November 1, 2020, and $164 at
August 2, 2020. The effective portion of the changes in fair
value on these instruments is recorded in other comprehensive
income (loss) and is reclassified into the Consolidated Statements
of Earnings on the same line item and the same period in which the
underlying hedged transaction affects earnings. The notional amount
of foreign exchange forward contracts that are not designated as
accounting hedges was $26 at November 1, 2020, and $19 at
August 2, 2020.
Interest Rate Risk
We manage our exposure to changes in interest rates by optimizing
the use of variable-rate and fixed-rate debt and by utilizing
interest rate swaps in order to maintain our variable-to-total debt
ratio within targeted guidelines. Receive fixed rate/pay variable
rate interest rate swaps are accounted for as fair-value hedges. We
manage our exposure to interest rate volatility on future debt
issuances by entering into forward starting interest rate swaps or
treasury rate lock contracts to lock in the rate on the interest
payments related to the anticipated debt issuances. The contracts
are either designated as cash-flow hedging instruments or are
undesignated. The effective portion of the changes in fair value on
designated instruments is recorded in other comprehensive income
(loss) and reclassified into interest expense over the life of the
debt. The change in fair value on undesignated instruments is
recorded in interest expense. There were no forward starting
interest rate swaps or treasury rate lock contracts outstanding as
of November 1, 2020, or August 2, 2020.
Commodity Price Risk
We principally use a combination of purchase orders and various
short- and long-term supply arrangements in connection with the
purchase of raw materials, including certain commodities and
agricultural products. We also enter into commodity futures,
options and swap contracts to reduce the volatility of price
fluctuations of wheat, soybean oil, diesel fuel, natural gas,
cocoa, aluminum, soybean meal and corn. Commodity futures, options,
and swap contracts are either designated as cash-flow hedging
instruments or are undesignated. We hedge a portion of commodity
requirements for periods typically up to 18 months. There were no
commodity contracts accounted for as cash-flow hedges as of
November 1, 2020, or August 2, 2020. The notional amount
of commodity contracts not designated as accounting hedges was $116
at November 1, 2020, and $137 at August 2,
2020.
In 2017, we entered into a supply contract under which prices for
certain raw materials are established based on anticipated volume
requirements over a twelve-month period. Certain prices under the
contract are based in part on certain component parts of the raw
materials that are in excess of our needs or not required for our
operations, thereby creating an embedded derivative requiring
bifurcation. We net settle amounts due under the contract with our
counterparty. The notional value was approximately $13 as of
November 1, 2020, and $34 as of August 2,
2020.
Unrealized gains (losses) and settlements are included in Cost of
products sold in our Consolidated Statements of
Earnings.
Equity Price Risk
We enter into swap contracts which hedge a portion of exposures
relating to certain deferred compensation obligations linked to the
total return of our capital stock, the total return of the Vanguard
Institutional Index Institutional Plus Shares, and the total return
of the Vanguard Total International Stock Index. Under these
contracts, we pay variable interest rates and receive from the
counterparty either: the total return on our capital stock; the
total return of the Standard & Poor's 500 Index, which is
expected to approximate the total return of the Vanguard
Institutional Index Institutional Plus Shares; or the total return
of the iShares MSCI EAFE Index, which is expected to approximate
the total return of the Vanguard Total International Stock Index.
These contracts were not designated as hedges for accounting
purposes. Unrealized gains (losses) and settlements are included in
Administrative expenses in the Consolidated Statements of Earnings.
We enter into these contracts for periods typically not exceeding
12 months. The notional amounts of the contracts were $22 as of
November 1, 2020, and August 2, 2020.
The following table summarizes the fair value of derivative
instruments on a gross basis as recorded in the Consolidated
Balance Sheets as of November 1, 2020, and August 2,
2020:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance Sheet Classification |
|
November 1,
2020 |
|
August 2,
2020 |
Asset Derivatives |
|
|
|
|
|
Derivatives designated as hedges: |
|
|
|
|
|
Foreign exchange forward contracts |
Other current assets |
|
$ |
1 |
|
|
$ |
1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total derivatives designated as hedges |
|
|
$ |
1 |
|
|
$ |
1 |
|
Derivatives not designated as hedges: |
|
|
|
|
|
Commodity derivative contracts |
Other current assets |
|
$ |
11 |
|
|
$ |
7 |
|
|
|
|
|
|
|
Deferred compensation derivative contracts |
Other current assets |
|
— |
|
|
4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total derivatives not designated as hedges |
|
|
$ |
11 |
|
|
$ |
11 |
|
Total asset derivatives |
|
|
$ |
12 |
|
|
$ |
12 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance Sheet Classification |
|
November 1,
2020 |
|
August 2,
2020 |
Liability Derivatives |
|
|
|
|
|
Derivatives designated as hedges: |
|
|
|
|
|
|
|
|
|
|
|
Foreign exchange forward contracts |
Accrued liabilities |
|
$ |
2 |
|
|
$ |
2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total derivatives designated as hedges |
|
|
$ |
2 |
|
|
$ |
2 |
|
Derivatives not designated as hedges: |
|
|
|
|
|
Commodity derivative contracts |
Accrued liabilities |
|
$ |
7 |
|
|
$ |
9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total derivatives not designated as hedges |
|
|
$ |
7 |
|
|
$ |
9 |
|
Total liability derivatives |
|
|
$ |
9 |
|
|
$ |
11 |
|
We do not offset the fair values of derivative assets and
liabilities executed with the same counterparty that are generally
subject to enforceable netting agreements. However, if we were to
offset and record the asset and liability balances of derivatives
on a net basis, the amounts presented in the Consolidated Balance
Sheets as of November 1, 2020, and August 2, 2020, would
be adjusted as detailed in the following table:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
November 1, 2020 |
|
August 2, 2020 |
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 |
|
$ |
12 |
|
|
$ |
(4) |
|
|
$ |
8 |
|
|
$ |
12 |
|
|
$ |
(4) |
|
|
$ |
8 |
|
Total liability derivatives |
|
$ |
9 |
|
|
$ |
(4) |
|
|
$ |
5 |
|
|
$ |
11 |
|
|
$ |
(4) |
|
|
$ |
7 |
|
We are required to maintain cash margin accounts in connection with
funding the settlement of open positions for exchange-traded
commodity derivative instruments. The cash margin account balance
was not material at November 1, 2020, and $8 at August 2,
2020, which was included in Other current assets in the
Consolidated Balance Sheets.
The following tables show the effect of our derivative instruments
designated as cash-flow hedges for the three-month periods ended
November 1, 2020, and October 27, 2019, in other
comprehensive income (loss) (OCI) and the Consolidated Statements
of Earnings:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Cash-Flow Hedge
OCI Activity |
|
Derivatives Designated as Cash-Flow Hedges |
|
|
November 1,
2020 |
|
October 27,
2019 |
|
Three Months Ended |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OCI derivative gain (loss) at beginning of year |
|
|
$ |
(8) |
|
|
$ |
(11) |
|
|
Effective portion of changes in fair value recognized in
OCI: |
|
|
|
|
|
|
Foreign exchange forward contracts |
|
|
(1) |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amount of (gain) loss reclassified from OCI to
earnings: |
Location in Earnings |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign exchange forward contracts |
Earnings (loss) from discontinued operations |
|
— |
|
|
1 |
|
|
Forward starting interest rate swaps |
Interest expense |
|
— |
|
|
1 |
|
|
OCI derivative gain (loss) at end of quarter |
|
|
$ |
(9) |
|
|
$ |
(9) |
|
|
Based on current valuations, the amount expected to be reclassified
from OCI into earnings within the next 12 months is a loss of
$3.
The following table shows the effect of our derivative instruments
designated as cash-flow hedges for the three-month periods ended
November 1, 2020, and October 27, 2019, in the
Consolidated Statements of Earnings:
|
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|
|
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|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
|
|
|
|
November 1,
2020 |
|
October 27,
2019 |
|
|
|
|
|
|
|
|
|
|
Earnings (Loss) from Discontinued Operations |
|
Interest
Expense |
|
Earnings (Loss) from Discontinued Operations |
|
Interest
Expense |
Consolidated Statements of Earnings: |
|
|
|
|
|
|
|
|
|
$ |
— |
|
|
$ |
55 |
|
|
$ |
(3) |
|
|
$ |
80 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Gain) loss on Cash Flow Hedges: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amount of (gain) loss reclassified from OCI to earnings |
|
|
|
|
|
|
|
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
1 |
|
|
$ |
1 |
|
Amount excluded from effectiveness testing recognized in earnings
using an amortization approach |
|
|
|
|
|
|
|
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The following table shows the effects of our derivative instruments
not designated as hedges for the three-month periods ended
November 1, 2020, and October 27, 2019, in the
Consolidated Statements of Earnings:
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amount of (Gain) Loss Recognized in Earnings on
Derivatives |
Derivatives not Designated as Hedges |
|
Location of (Gain) Loss
Recognized in Earnings |
|
Three Months Ended |
|
|
|
|
November 1,
2020 |
|
October 27,
2019 |
|
|
|
|
Foreign exchange forward contracts |
|
Cost of products sold |
|
$ |
1 |
|
|
$ |
— |
|
|
|
|
|
Foreign exchange forward contracts |
|
Other expenses / (income) |
|
— |
|
|
2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commodity derivative contracts |
|
Cost of products sold |
|
(2) |
|
|
(4) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred compensation derivative contracts |
|
Administrative expenses |
|
— |
|
|
(1) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total (gain) loss at end of quarter |
|
|
|
$ |
(1) |
|
|
$ |
(3) |
|
|
|
|
|
12. Fair Value Measurements
We categorize financial assets and liabilities based on the
following fair value hierarchy:
•Level
1: Observable inputs that reflect quoted prices
(unadjusted) for identical assets or liabilities in active
markets.
•Level
2: Inputs other than quoted prices included in Level 1 that are
observable for the asset or liability through corroboration with
observable market data.
•Level
3: Unobservable inputs, which are valued based on our estimates of
assumptions that market participants would use in pricing the asset
or liability.
Fair value is defined as the exit price, or the amount that would
be received to sell an asset or paid to transfer a liability in an
orderly transaction between market participants as of the
measurement date. When available, we use unadjusted quoted market
prices to measure the fair value and classify such items as Level
1. If quoted market prices are not available, we base fair value
upon internally developed models that use current market-based or
independently sourced market parameters such as interest rates and
currency rates. Included in the fair value of derivative
instruments is an adjustment for credit and nonperformance
risk.
Assets and Liabilities Measured at Fair Value on a Recurring
Basis
The following table presents our financial assets and liabilities
that are measured at fair value on a recurring basis as of
November 1, 2020, and August 2, 2020, consistent with the
fair value hierarchy:
|
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|
|
|
|
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|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value
as of
November 1,
2020 |
|
Fair Value Measurements at
November 1, 2020 Using
Fair Value Hierarchy |
|
Fair Value
as of
August 2,
2020 |
|
Fair Value Measurements at
August 2, 2020 Using
Fair Value Hierarchy |
|
Level 1 |
|
Level 2 |
|
Level 3 |
|
Level 1 |
|
Level 2 |
|
Level 3 |
Assets |
|
|
|
|
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|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign exchange forward contracts(1)
|
$ |
1 |
|
|
$ |
— |
|
|
$ |
1 |
|
|
$ |
— |
|
|
$ |
1 |
|
|
$ |
— |
|
|
$ |
1 |
|
|
$ |
— |
|
Commodity derivative contracts(2)
|
11 |
|
|
6 |
|
|
4 |
|
|
1 |
|
|
7 |
|
|
3 |
|
|
2 |
|
|
2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred compensation derivative contracts(3)
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
4 |
|
|
— |
|
|
4 |
|
|
— |
|
Deferred compensation investments(4)
|
3 |
|
|
3 |
|
|
— |
|
|
— |
|
|
3 |
|
|
3 |
|
|
— |
|
|
— |
|
Total assets at fair value |
$ |
15 |
|
|
$ |
9 |
|
|
$ |
5 |
|
|
$ |
1 |
|
|
$ |
15 |
|
|
$ |
6 |
|
|
$ |
7 |
|
|
$ |
2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value
as of
November 1,
2020 |
|
Fair Value Measurements at
November 1, 2020 Using
Fair Value Hierarchy |
|
Fair Value
as of
August 2,
2020 |
|
Fair Value Measurements at
August 2, 2020 Using
Fair Value Hierarchy |
|
|
Level 1 |
|
Level 2 |
|
Level 3 |
|
|
Level 1 |
|
Level 2 |
|
Level 3 |
Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign exchange forward contracts(1)
|
$ |
2 |
|
|
$ |
— |
|
|
$ |
2 |
|
|
$ |
— |
|
|
$ |
2 |
|
|
$ |
— |
|
|
$ |
2 |
|
|
$ |
— |
|
Commodity derivative contracts(2)
|
7 |
|
|
2 |
|
|
5 |
|
|
— |
|
|
9 |
|
|
5 |
|
|
4 |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred compensation obligation(4)
|
98 |
|
|
98 |
|
|
— |
|
|
— |
|
|
92 |
|
|
92 |
|
|
— |
|
|
— |
|
Total liabilities at fair value |
$ |
107 |
|
|
$ |
100 |
|
|
$ |
7 |
|
|
$ |
— |
|
|
$ |
103 |
|
|
$ |
97 |
|
|
$ |
6 |
|
|
$ |
— |
|
___________________________________
(1)Based
on observable market transactions of spot currency rates and
forward rates.
(2)Level
1 and 2 are based on quoted futures exchanges and on observable
prices of futures and options transactions in the marketplace.
Level 3 is based on unobservable inputs in which there is little or
no market data, which requires management’s own assumptions within
an internally developed model.
(3)Based
on LIBOR and equity index swap rates.
(4)Based
on the fair value of the participants’ investments.
The
following table summarizes the changes in fair value of Level 3
assets for the three-month periods ended November 1, 2020, and
October 27, 2019:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
November 1,
2020 |
|
October 27, 2019(1)
|
Fair value at beginning of year |
|
$ |
2 |
|
|
$ |
76 |
|
Gains (losses) |
|
— |
|
|
(4) |
|
|
|
|
|
|
Settlements |
|
(1) |
|
|
— |
|
Fair value at end of quarter |
|
$ |
1 |
|
|
$ |
72 |
|
___________________________________
(1)Primarily
represented investments in equity securities that were not readily
marketable and were accounted for under the fair value option. The
investments were funded by Acre Venture Partners, L.P. (Acre), a
limited partnership in which we were the sole limited partner. Fair
value was based on analyzing recent transactions and transactions
of comparable companies, and the discounted cash flow method. In
addition, allocation methods, including the option pricing method,
were used in distributing fair value among various equity holders
according to rights and preferences. We entered into an agreement
to sell our interest in Acre on April 26, 2020, and completed the
sale on May 8, 2020.
Fair Value of Financial Instruments
The carrying values of cash and cash equivalents, accounts
receivable and accounts payable approximate fair
value.
Cash equivalents were $200 at November 1, 2020, and $157 at
August 2, 2020. Cash equivalents represent fair value as these
highly liquid investments have an original maturity of three months
or less. Fair value of cash equivalents is based on Level 2
inputs.
The fair value of short- and long-term debt was $6,635 at
November 1, 2020, and $6,995 at August 2, 2020. The
carrying value was $6,080 at November 1, 2020, and $6,196 at
August 2, 2020. The fair value of long-term debt is
principally estimated using Level 2 inputs based on quoted market
prices or pricing models using current market rates.
13. Share Repurchases
In March 2017, the Board authorized a share repurchase program to
purchase up to $1,500. The program has no expiration date, but it
may be suspended or discontinued at any time. In addition to this
publicly announced program, we have a separate Board authorization
to purchase shares to offset the impact of dilution from shares
issued under our stock compensation plans. We suspended our share
repurchases as of the second quarter of 2018. Approximately $1,296
remained available under the March 2017 program as of
November 1, 2020.
14. Stock-based Compensation
We provide compensation benefits by issuing stock options,
unrestricted stock and restricted stock units (including time-lapse
restricted stock units, EPS performance restricted stock units,
total shareholder return (TSR) performance restricted stock units,
and free cash flow (FCF) performance restricted stock units). In
2021, we issued time-lapse restricted stock units, unrestricted
stock and TSR performance restricted stock units. We have not
issued stock options, FCF performance restricted stock units, or
EPS performance restricted stock units in 2021.
In determining stock-based compensation expense, we estimate
forfeitures expected to occur. Total pre-tax stock-based
compensation expense and tax-related benefits recognized in
Earnings from continuing operations were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
|
|
|
November 1,
2020 |
|
October 27,
2019 |
Total pre-tax stock-based compensation expense |
|
|
|
|
$ |
16 |
|
|
$ |
13 |
|
Tax-related benefits |
|
|
|
|
$ |
3 |
|
|
$ |
3 |
|
Total pre-tax stock-based compensation expense and tax-related
benefits recognized in Earnings (loss) from discontinued operations
were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
|
|
|
|
|
October 27,
2019 |
Total pre-tax stock-based compensation expense |
|
|
|
|
|
|
$ |
1 |
|
Tax-related benefits |
|
|
|
|
|
|
$ |
— |
|
The following table summarizes stock option activity as of
November 1, 2020:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options |
|
Weighted-
Average
Exercise
Price |
|
Weighted-
Average
Remaining
Contractual
Life |
|
Aggregate
Intrinsic
Value |
|
(Options in
thousands) |
|
|
|
(In years) |
|
|
Outstanding at August 2, 2020 |
1,423 |
|
|
$ |
45.42 |
|
|
|
|
|
Granted |
— |
|
|
$ |
— |
|
|
|
|
|
Exercised |
— |
|
|
$ |
— |
|
|
|
|
|
Terminated |
— |
|
|
$ |
— |
|
|
|
|
|
Outstanding at November 1, 2020 |
1,423 |
|
|
$ |
45.42 |
|
|
6.7 |
|
$ |
6 |
|
Exercisable at November 1, 2020 |
1,069 |
|
|
$ |
48.74 |
|
|
6.2 |
|
$ |
2 |
|
The total intrinsic value of options exercised during the
three-month period ended October 27, 2019 was not material. We
measured the fair value of stock options using the Black-Scholes
option pricing model.
We expense stock options on a straight-line basis over the vesting
period, except for awards issued to retirement eligible
participants, which we expense on an accelerated basis. As of
November 1, 2020, total remaining unearned compensation
related to nonvested stock options was $1, which will be amortized
over the weighted-average remaining service period of 1.2
years.
The following table summarizes time-lapse restricted stock units,
EPS performance restricted stock units and FCF performance
restricted stock units as of November 1, 2020:
|
|
|
|
|
|
|
|
|
|
|
|
|
Units |
|
Weighted-Average Grant-Date Fair Value |
|
(Restricted stock
units in thousands) |
|
|
Nonvested at August 2, 2020 |
1,866 |
|
|
$ |
43.18 |
|
Granted |
875 |
|
|
$ |
48.43 |
|
Vested |
(715) |
|
|
$ |
42.82 |
|
Forfeited |
(62) |
|
|
$ |
47.10 |
|
Nonvested at November 1, 2020 |
1,964 |
|
|
$ |
45.54 |
|
We determine the fair value of time-lapse restricted stock units
and EPS performance restricted stock units based on the quoted
price of our stock at the date of grant. We expense time-lapse
restricted stock units on a straight-line basis over the vesting
period, except for awards issued to retirement-eligible
participants, which we expense on an accelerated basis. We expensed
EPS performance restricted stock units on a graded-vesting basis,
except for awards issued to retirement-eligible participants, which
we expensed on an accelerated basis. The actual number of EPS
performance restricted stock units issued at the vesting date was
either 0% or 100% of the initial grant, depending on actual
performance achieved. We estimated expense based on the number of
awards expected to vest. As of November 1, 2020, there were no
EPS performance target grants outstanding.
In 2019, we issued approximately 388 thousand FCF performance
restricted stock units for which vesting is contingent upon
achievement of free cash flow (defined as Net cash provided by
operating activities less capital expenditures and certain
investing and financing activities) compared to annual operating
plan objectives over a three-year period. An annual objective was
established each fiscal year for three consecutive years.
Performance against these objectives will be averaged at the end of
the three-year period to determine the number of underlying units
that will vest at the end of the three years. The actual number of
FCF performance restricted stock units issued at the vesting date
could range from 0% to 200% of the initial grant depending on
actual performance achieved. The fair value of FCF performance
restricted stock units is based upon the quoted price of our stock
at the date of grant. We expense FCF performance restricted stock
units over the requisite service period of each objective. As of
November 1, 2020, we have granted all of the issued FCF
performance restricted stock units, which are included in the table
above. There were 246 thousand FCF performance target grants
outstanding at November 1, 2020, with a weighted-average
grant-date fair value of $44.10.
As of November 1, 2020, total remaining unearned compensation
related to nonvested time-lapse restricted stock units and FCF
performance restricted units was $60, which will be amortized over
the weighted-average remaining service period of 1.9 years. The
fair value of restricted stock units vested during the three-month
periods ended November 1, 2020, and
October 27,
2019, was $34, and $30, respectively. The weighted-average
grant-date fair value of the restricted stock units granted during
the three-month period ended October 27, 2019 was
$46.79.
The following table summarizes TSR performance restricted stock
units as of November 1, 2020:
|
|
|
|
|
|
|
|
|
|
|
|
|
Units |
|
Weighted-Average Grant-Date Fair Value |
|
(Restricted stock
units in thousands) |
|
|
Nonvested at August 2, 2020 |
1,254 |
|
|
$ |
47.83 |
|
Granted |
521 |
|
|
$ |
54.93 |
|
Vested |
(236) |
|
|
$ |
39.39 |
|
Forfeited |
(252) |
|
|
$ |
40.35 |
|
Nonvested at November 1, 2020 |
1,287 |
|
|
$ |
53.71 |
|
We estimated the fair value of TSR performance restricted stock
units at the grant date using a Monte Carlo
simulation.
Assumptions used in the Monte Carlo simulation were as
follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
2021 |
|
2020 |
Risk-free interest rate |
0.15% |
|
1.48% |
Expected dividend yield |
2.85% |
|
2.95% |
Expected volatility |
29.99% |
|
27.01% |
Expected term |
3 years |
|
3 years |
We recognize compensation expense on a straight-line basis over the
service period, except for awards issued to retirement eligible
participants, which we expense on an accelerated basis. As of
November 1, 2020, total remaining unearned compensation
related to TSR performance restricted stock units was $41, which
will be amortized over the weighted-average remaining service
period of 2.2 years. In the first quarter of 2021, recipients of
TSR performance restricted stock units earned 50% of the initial
grants based upon our TSR ranking in a performance peer group
during a three-year period ended July 31, 2020. In the
first quarter of 2020, recipients of TSR performance restricted
stock units earned 0% of the initial grants based upon our TSR
ranking in a performance peer group during a three-year period
ended July 26, 2019. The fair value of TSR performance restricted
stock units vested during the three-month period ended
November 1, 2020 was $11. The grant-date fair value of the TSR
performance restricted stock units granted during 2020 was
$63.06.
The excess tax benefits of $1 in the three-month periods ended
November 1, 2020 and October 27, 2019 on the exercise of
stock options and vested restricted stock were presented as cash
flows from operating activities. Cash received from the exercise of
stock options was $1 for the three-month period ended
October 27, 2019 and is reflected in cash flows from financing
activities in the Consolidated Statements of Cash
Flows.
15. Commitments and Contingencies
Regulatory and Litigation Matters
We are involved in various pending or threatened legal or
regulatory proceedings, including purported class actions, arising
from the conduct of business both in the ordinary course and
otherwise. Modern pleading practice in the U.S. permits
considerable variation in the assertion of monetary damages or
other relief. Jurisdictions may permit claimants not to specify the
monetary damages sought or may permit claimants to state only that
the amount sought is sufficient to invoke the jurisdiction of the
trial court. In addition, jurisdictions may permit plaintiffs to
allege monetary damages in amounts well exceeding reasonably
possible verdicts in the jurisdiction for similar matters. This
variability in pleadings, together with our actual experiences in
litigating or resolving through settlement numerous claims over an
extended period of time, demonstrates to us that the monetary
relief which may be specified in a lawsuit or claim bears little
relevance to its merits or disposition value.
Due to the unpredictable nature of litigation, the outcome of a
litigation matter and the amount or range of potential loss at
particular points in time is normally difficult to ascertain.
Uncertainties can include how fact finders will evaluate
documentary evidence and the credibility and effectiveness of
witness testimony, and how trial and appellate courts will apply
the law in the context of the pleadings or evidence presented,
whether by motion practice, or at trial or on appeal. Disposition
valuations are also subject to the uncertainty of how opposing
parties and their counsel will themselves view the relevant
evidence and applicable law.
On January 7, 2019, three purported shareholder class action
lawsuits pending in the United States District Court for the
District of New Jersey (the Court) were consolidated under the
caption, In
re Campbell Soup Company Securities Litigation,
Civ. No. 1:18-cv-14385-NLH-JS (the Action). Oklahoma Firefighters
Pension and Retirement System was appointed lead plaintiff in the
Action and, on March 1, 2019, filed an amended consolidated
complaint. The company, Denise Morrison (the company's former
President and Chief Executive Officer), and Anthony DiSilvestro
(the company's former Senior Vice President and Chief Financial
Officer) are defendants in the Action. The consolidated complaint
alleges that, in public statements between July 19, 2017 and May
17, 2018, the defendants made materially false and misleading
statements and/or omitted material information about the company's
business, operations, customer relationships, and prospects,
specifically with regard to the Campbell Fresh segment. The
consolidated complaint seeks unspecified monetary damages and other
relief. On April 30, 2019, the defendants filed a motion to dismiss
the consolidated complaint, which the Court granted on November 30,
2020, with leave to amend the complaint. We are vigorously
defending against the Action.
We establish liabilities for litigation and regulatory loss
contingencies when information related to the loss contingencies
shows both that it is probable that a loss has been incurred and
the amount of the loss can be reasonably estimated. It is possible
that some matters could require us to pay damages or make other
expenditures or establish accruals in amounts that could not be
reasonably estimated as of November 1, 2020. While the
potential future charges could be material in a particular quarter
or annual period, based on information currently known by us, we do
not believe any such charges are likely to have a material adverse
effect on our consolidated results of operations or financial
condition.
16. Supplemental Financial Statement Data
|
|
|
|
|
|
|
|
|
|
|
|
Balance Sheets |
November 1, 2020 |
|
August 2,
2020 |
Inventories |
|
|
|
Raw materials, containers and supplies |
$ |
375 |
|
|
$ |
297 |
|
Finished products |
535 |
|
|
574 |
|
|
$ |
910 |
|
|
$ |
871 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
|
|
|
|
|
|
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|
|
Statements of Earnings |
|
|
|
|
Three Months Ended |
|
|
|
|
|
|
|
|
|
November 1, 2020 |
|
October 27, 2019 |
Other expenses / (income) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization of intangible assets |
|
|
|
|
|
|
|
|
$ |
10 |
|
|
$ |
11 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net periodic benefit income other than the service cost |
|
|
|
|
|
|
|
|
(21) |
|
|
(22) |
|
Pension settlement gains |
|
|
|
|
|
|
|
|
(4) |
|
|
(1) |
|
Investment losses |
|
|
|
|
|
|
|
|
— |
|
|
4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss on sale of business(1)
|
|
|
|
|
|
|
|
|
— |
|
|
64 |
|
Transition services fees |
|
|
|
|
|
|
|
|
(4) |
|
|
(1) |
|
Other |
|
|
|
|
|
|
|
|
1 |
|
|
1 |
|
|
|
|
|
|
|
|
|
|
$ |
(18) |
|
|
$ |
56 |
|
____________________________
(1)See
Note 3 for additional information.
17. Subsequent Event
As of November 1, 2020, we had a committed revolving credit
facility totaling $1,850 scheduled to mature on December 9, 2021.
The facility remained unused at November 1, 2020, except for $1 of
standby letters of credit that we issued under it. On November 2,
2020, we replaced the current facility with a new $1,850 committed
revolving facility that matures on November 2, 2023. The new
facility contains customary covenants, including a financial
covenant with respect to a minimum consolidated interest coverage
ratio of consolidated adjusted EBITDA to consolidated interest
expense (as each is defined in the credit facility) of not less
than 3.25:1.00, measured quarterly, and customary events of default
for credit facilities of this type. Loans under this facility will
bear interest at the rates specified in the facility, which vary
based on the type of loan and certain other customary conditions.
The facility supports our commercial paper program and other
general corporate purposes.
Item 2.
Management's Discussion and Analysis of Financial Condition and
Results of Operations
OVERVIEW
This Management's Discussion and Analysis of Financial Condition
and Results of Operations is provided as a supplement to, and
should be read in conjunction with, the Consolidated Financial
Statements and the Notes to the Consolidated Financial Statements
in "Part I - Item 1. Financial Statements," and our Form 10-K for
the year ended August 2, 2020, including but not limited to
"Part I - Item 1A. Risk Factors" and "Part II - Item 7.
Management's Discussion and Analysis of Financial Condition and
Results of Operations."
Executive Summary
Unless otherwise stated, the terms "we," "us," "our" and the
"company" refer to Campbell Soup Company and its consolidated
subsidiaries.
We are a manufacturer and marketer of high-quality, branded food
and beverage products. We operate in a highly competitive industry
and experience competition in all of our categories.
We completed the sale of our Kelsen business on September 23, 2019.
On December 23, 2019, we completed the sale of our Arnott’s
business and certain other international operations, including the
simple meals and shelf-stable beverages businesses in Australia and
Asia Pacific (the Arnott’s and other international operations). We
have reflected the results of operations of the Kelsen business and
the Arnott’s and other international operations (collectively
referred to as Campbell International) as discontinued operations
in the Consolidated Statements of Earnings. These businesses were
historically included in the Snacks reportable segment. In
addition, on October 11, 2019, we completed the sale of our
European chips business. The results of the European chips business
through the date of sale were reflected in continuing operations
within the Snacks reportable segment. See Notes 3 and 6 to the
Consolidated Financial Statements for additional information on
these divestitures and reportable segments.
Impact of COVID-19
We have been actively monitoring the impact of COVID-19 on all
aspects of our business.
During the first quarter of 2021, we continued to experience higher
sales for our retail products in both our Meals & Beverages and
Snacks segments, especially in retail chains and large grocery
supermarkets. This result is attributable to a change in retail
demand, as consumers have significantly increased their current
food purchases for at-home consumption, which has more than offset
the declines in our foodservice products. We are also benefiting
from favorable product mix. We expect that these trends will
continue through our second quarter of 2021 in response to the
continued spread of COVID-19.
However, the recent higher sales trends of our retail products may
lessen or reverse in the coming months if customers or consumers
alter their purchasing habits.
With the current increased demand for our retail products, we have
made changes in our supply chain network to increase overall
production, including modifying production schedules and
temporarily adjusting product mix. In addition, we have also
adjusted the timing of some of our promotional spending. In the
quarter, we continued to experience higher costs in certain areas
such as employee compensation costs, as well as costs associated
with health screenings, temperature checks and enhanced cleaning
and sanitation protocols to protect our employees and product
quality standards, which may continue or increase. All of our
production operations currently remain open and none have
experienced significant disruptions or labor reductions related to
COVID-19.
We are benefiting overall from increased product demand as we
leverage our supply chain assets. There has been limited disruption
to our supply chain network to date, including supply of our
ingredients, packaging or other sourced materials.
However, we continue to monitor the potential impact of the
COVID-19 pandemic, and we cannot predict the ultimate impact on our
suppliers, distributors or manufacturers. In addition, we were, and
may continue to be, unable to fulfill all orders we receive from
our customers.
The impact of COVID-19 remains uncertain and ultimately will be
dictated by the length and severity of the pandemic; the federal,
state and local government actions taken in response; the
macroeconomic environment; and the availability and widespread
distribution and use of a safe and effective vaccine. We will
continue to evaluate the extent to which COVID-19 will impact our
business, consolidated results of operations and financial
condition.
Summary of Results
This Summary of Results provides significant highlights from the
discussion and analysis that follows.
•Net
sales increased 7% in 2021 to $2,340 million, due to gains in Meals
& Beverages and Snacks, partially offset by the impact of the
divestiture of the European chips business. As a result of
COVID-19,
net sales accelerated across our portfolio in the first quarter of
2021 with increased demand of food purchases for at-home
consumption.
•Gross
profit, as a percent of sales, increased to 34.7% in 2021 from
33.8% a year ago. The increase was primarily due to lower levels of
promotional spending and favorable product mix, offset partly by
higher net supply chain costs as productivity improvements and
improved operating leverage were more than offset by cost
inflation, other supply chain costs and COVID-19 related
costs.
•Interest
expense decreased to $55 million in 2021 from $80 million in 2020,
primarily due to lower levels of debt.
•Earnings
from continuing operations per share were $1.02 in 2021, compared
to $.56 a year ago. The current and prior year included expenses of
$.01 and $.22 per share, respectively, from items impacting
comparability as discussed below.
Net Earnings attributable to Campbell Soup Company
The following items impacted the comparability of net earnings and
net earnings per share:
Continuing Operations
•We
implemented several cost savings initiatives in recent years. In
the first quarter of 2021, we recorded a pre-tax restructuring
charge of $1 million and implementation costs and other related
costs of $4 million in Administrative expenses and $1 million in
Cost of products sold (aggregate impact of $5 million after tax, or
$.02 per share) related to these initiatives. In the first quarter
of 2020, we recorded a pre-tax restructuring charge of $3 million
and implementation costs and other related costs of $8 million in
Administrative expenses (aggregate impact of $8 million after tax,
or $.03 per share) related to these initiatives. See Note 7 to the
Consolidated Financial Statements and "Restructuring Charges and
Cost Savings Initiatives" for additional information;
•In
the first quarter of 2021, we recognized pre-tax pension settlement
gains in Other expenses / (income) of $4 million ($3 million after
tax, or $.01 per share) associated with U.S. and Canadian pension
plans. The settlements resulted from the level of lump sum
distributions from the plans' assets; and
•In
the first quarter of 2020, we recorded a loss in Other expenses /
(income) of $64 million ($60 million after tax, or $.20 per share)
on the sale of our European chips business.
Discontinued Operations
•In
the first quarter of 2020, we incurred pre-tax charges of $51
million ($27 million after tax, or $.09 per share) associated with
the sale of the Kelsen business and the planned divestiture of the
Arnott's and other international operations.
The items impacting comparability are summarized
below:
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
November 1, 2020 |
|
October 27, 2019 |
(Millions, except per share amounts) |
Earnings
Impact
|
|
EPS
Impact
|
|
Earnings
Impact
|
|
EPS
Impact
|
Earnings from continuing operations attributable to Campbell Soup
Company |
$ |
309 |
|
|
$ |
1.02 |
|
|
$ |
169 |
|
|
$ |
.56 |
|
Earnings (loss) from discontinued operations |
$ |
— |
|
|
$ |
— |
|
|
$ |
(3) |
|
|
$ |
(.01) |
|
Net earnings attributable to Campbell Soup Company |
$ |
309 |
|
|
$ |
1.02 |
|
|
$ |
166 |
|
|
$ |
.55 |
|
|
|
|
|
|
|
|
|
Continuing operations: |
|
|
|
|
|
|
|
Restructuring charges, implementation costs and other related
costs |
$ |
(5) |
|
|
$ |
(.02) |
|
|
$ |
(8) |
|
|
$ |
(.03) |
|
Pension settlement gains |
3 |
|
|
.01 |
|
|
— |
|
|
— |
|
|
|
|
|
|
|
|
|
Charges associated with divestiture |
— |
|
|
— |
|
|
(60) |
|
|
(.20) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Impact of items on Earnings from continuing
operations(1)
|
$ |
(2) |
|
|
$ |
(.01) |
|
|
$ |
(68) |
|
|
$ |
(.22) |
|
|
|
|
|
|
|
|
|
Discontinued operations: |
|
|
|
|
|
|
|
Charges associated with divestitures |
$ |
— |
|
|
$ |
— |
|
|
$ |
(27) |
|
|
$ |
(.09) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Impact of items on Earnings (loss) from discontinued
operations |
$ |
— |
|
|
$ |
— |
|
|
$ |
(27) |
|
|
$ |
(.09) |
|
|
|
|
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|
__________________________________________
(1)Sum
of the individual amounts may not add due to rounding.
Earnings from continuing operations were $309 million ($1.02 per
share) in 2021, compared to $169 million ($.56 per share) in 2020.
After adjusting for items impacting comparability, earnings from
continuing operations increased reflecting sales volume gains, an
improved gross profit performance and lower interest expense,
partially offset by increased administrative expenses.
See "Discontinued Operations" for additional
information.
DISCUSSION AND ANALYSIS
Sales
An analysis of net sales by reportable segment
follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
(Millions) |
November 1,
2020 |
|
October 27,
2019 |
|
% Change |
Meals & Beverages |
$ |
1,342 |
|
|
$ |
1,194 |
|
|
12 |
Snacks |
998 |
|
|
989 |
|
|
1 |
|
|
|
|
|
|
|
$ |
2,340 |
|
|
$ |
2,183 |
|
|
7 |
An analysis of percent change of net sales by reportable segment
follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Meals & Beverages(2)
|
|
Snacks(2)
|
|
Total |
Volume and mix |
11% |
|
1% |
|
6% |
Price and sales allowances |
— |
|
— |
|
— |
(Increased) / decreased promotional spending(1)
|
2 |
|
2 |
|
2 |
|
|
|
|
|
|
|
|
|
|
|
|
Divestitures |
— |
|
(3) |
|
(1) |
|
|
|
|
|
|
|
|
|
|
|
|
|
12% |
|
1% |
|
7% |
__________________________________________
(1)Represents
revenue reductions from trade and consumer coupon redemption
programs.
(2)Sum
of the individual amounts does not add due to
rounding.
In Meals & Beverages, sales increased 12% primarily due to
gains across U.S. retail products, including gains in U.S. soup,
inclusive of
Pacific Foods
soups and broths,
Prego
pasta sauces,
V8
beverages,
Campbell's
pasta and
Pace
Mexican sauces, as well as gains in Canada, partially offset by
declines in foodservice. Volume increased in U.S. retail and Canada
driven by COVID-19, with increased demand of food purchases for
at-home consumption in the first quarter of 2021. Foodservice sales
were negatively impacted by shifts in consumer behavior and
continued COVID-19 related restrictions. Sales of U.S. soup
increased 21% due to retailers rebuilding inventory for the
upcoming soup season, in-market gains in condensed soups and broth
and moderated promotional spending.
In Snacks, sales increased 1%. Excluding the impact of the European
chips divestiture, sales increased driven by lower levels of
promotional spending and volume gains reflecting increased demand
of food purchases for at-home consumption, as well as base business
performance. The sales increase reflects gains in fresh bakery
products,
Late July
snacks,
Pop Secret
popcorn, Pepperidge Farm cookies and
Snack Factory Pretzel Crisps,
as well as
Kettle
Brand
potato chips, partially offset by declines in
Lance
sandwich crackers. Sales of
Goldfish
crackers were relatively flat in the quarter as increased demand
for family size products was offset by reduced away-from-home
consumption.
Gross Profit
Gross profit, defined as Net sales less Cost of products sold,
increased by $75 million in 2021 from 2020. As a percent of sales,
gross profit was 34.7% in 2021 and 33.8% in 2020.
The 0.9 percentage-point increase in gross profit percentage was
due to the following factors:
|
|
|
|
|
|
|
Margin Impact |
|
|
Productivity improvements |
1.5 |
Lower level of promotional spending |
1.3 |
Mix |
0.3 |
Higher restructuring-related costs |
(0.1) |
Price and sales allowances |
(0.1) |
|
|
|
|
Cost inflation, supply chain costs and other
factors(1)
|
(2.0) |
|
0.9% |
__________________________________________
(1)Includes
an estimated positive margin impact of 0.7 from the benefit of
operating leverage and cost savings initiatives, which was more
than offset by cost inflation and other factors, including the
impact of COVID-19.
Marketing and Selling Expenses
Marketing and selling expenses as a percent of sales were 8.9% in
2021 compared to 9.4% in 2020. Marketing and selling expenses
increased 1% in 2021 from 2020. The increase was primarily due to
higher advertising and consumer promotion expenses (approximately 7
percentage points), partially offset by increased benefits from
cost savings initiatives (approximately 3 percentage points); lower
costs related to marketing overhead (approximately 1 percentage
point) and lower selling expenses (approximately 1 percentage
point). The increase in advertising and consumer promotion expenses
was primarily in Meals & Beverages due to increased support of
U.S. soup.
Administrative Expenses
Administrative expenses as a percent of sales were 6.0% in 2021
compared to 6.1% in 2020. Administrative expenses increased 5% in
2021 from 2020. The increase was primarily due to higher benefit
costs (approximately 5 percentage points); higher general
administrative costs and inflation (approximately 4 percentage
points) and higher stock-based compensation (approximately 2
percentage points), partially offset by increased benefits from
cost savings initiatives (approximately 3 percentage points) and
lower costs associated with cost savings initiatives (approximately
3 percentage points).
Other Expenses / (Income)
Other income was $18 million in 2021 compared to other expenses of
$56 million in 2020. Other income in 2021 included pension
settlement gains of $4 million associated with U.S. and Canadian
pension plans. Other expenses in 2020 included a loss of $64
million on the sale of our European chips business.
Operating Earnings
Segment operating earnings increased 16% in 2021 from
2020.
An analysis of operating earnings by segment follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
(Millions) |
|
November 1,
2020 |
|
October 27,
2019 |
|
% Change |
Meals & Beverages |
|
$ |
333 |
|
$ |
282 |
|
18 |
Snacks |
|
139 |
|
125 |
|
11 |
|
|
472 |
|
407 |
|
16 |
Corporate |
|
(10) |
|
(87) |
|
|
Restructuring charges(1)
|
|
(1) |
|
(3) |
|
|
Earnings before interest and taxes |
|
$ |
461 |
|
$ |
317 |
|
|
__________________________________________
(1)See
Note 7 to the Consolidated Financial Statements for additional
information on restructuring charges.
Operating earnings from Meals & Beverages increased 18%. The
increase was primarily due to sales volume gains and improved gross
profit performance, partially offset by increased marketing
investment. Gross profit performance was impacted by lower levels
of promotional spending and favorable product mix, as productivity
improvements and improved operating leverage were offset by higher
other supply chain costs, cost inflation and COVID-19
related costs.
Operating earnings from Snacks increased 11%. The increase was
primarily due to lower selling expenses, lower marketing support
and sales volume gains, partially offset by increased
administrative expenses. Gross profit performance was consistent
with the prior year as lower levels of promotional spending were
offset by higher net supply chain costs as productivity
improvements, cost savings initiatives and improved operating
leverage were more than offset by cost inflation and
COVID-19
related costs.
Corporate in 2021 included pension settlement gains of $4 million
associated with U.S. and Canadian pension plans and costs of $5
million related to costs savings initiatives. Corporate in 2020
included a loss of $64 million from the sale of the European chips
business and costs of $8 million related to cost savings
initiatives. Excluding these amounts, the remaining decrease in
expenses primarily reflects losses on investments in
2020.
Interest Expense