8-K
CAMPBELL'S Co (CPB)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report
(Date of Earliest Event Reported):
December 8, 2021
CAMPBELL SOUP COMPANYNew Jersey1-382221-0419870State of IncorporationCommission File NumberI.R.S. EmployerIdentification No.
One Campbell Place
Camden, New Jersey 08103-1799
Principal Executive Offices
Telephone Number: (856) 342-4800
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Capital Stock, par value $.0375 | CPB | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☐
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. ☐
Item 7.01 – Regulation FD Disclosure
This Current Report on Form 8-K is being furnished to aid investors by providing supplemental information related to the retrospective impact of a change in segment reporting in fiscal 2022 and supplemental non-GAAP financial information related to the retrospective impact of the exclusion of unrealized mark-to-market gains and losses on outstanding undesignated commodity hedges in certain non-GAAP financial measures in fiscal 2022.
Unless otherwise stated, the terms "we," "us," "our" and the "company" refer to Campbell Soup Company and its consolidated subsidiaries.
Change to Historical Business Segment Results
Beginning in fiscal 2022, the foodservice and Canadian business formerly included in our Snacks reportable segment is now managed as part of the Meals & Beverages reportable segment. In fiscal 2022, our reportable segments are as follows:
•Meals & Beverages, which consists of our soup, simple meals and beverages products in retail and foodservice 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; V8 juices and beverages; and Campbell’s tomato juice. The segment also includes snacking products in foodservice and Canada. The segment included our Plum baby food and snacks business, which was sold on May 3, 2021; and
•Snacks, which consists of Pepperidge Farm cookies*, crackers, fresh bakery and frozen products, including Goldfish crackers*, Snyder’s of Hanover pretzels*, Lance sandwich crackers*, Cape Cod potato chips*, Kettle Brand potato chips*, Late July snacks*, Snack Factory pretzel crisps*, Pop Secret popcorn, Emerald nuts, and other snacking products in retail in the U.S. The segment also includes the retail business in Latin America. In fiscal 2022, we now refer to the * brands as our "power brands."
Attached as Exhibit 99.1 is recast historical quarterly and year-to-date unaudited financial information resulting from this change. The segment realignment only affects the manner in which the results for the company’s operating segments were previously reported. This Current Report on Form 8-K does not revise the company’s previously reported consolidated financial statements for any period.
Change to Certain Historical Non-GAAP Financial Results
Historically, the company has excluded from certain of its non-GAAP financial measures the impact of unusual or non-recurring gains or charges, restructuring charges and related costs, actuarial gains or losses on pension and postretirement plans, gains or losses on divestitures, a deferred tax charge related to a legal entity reorganization, investment losses, losses on the extinguishment of debt, transition tax charges from enacted tax law changes, and impairment charges.
Beginning in fiscal 2022, the company added to the non-GAAP definition of Adjusted Earnings from continuing operations the exclusion of unrealized mark-to-market gains and losses on outstanding undesignated commodity hedges until such time that the related exposure impacts its operating results. Since these instruments are used to reduce the volatility of commodity price fluctuations in future periods, this adjustment was made to remove the volatility in current results to facilitate the comparison of the company's historical operating results and trends in its underlying operating results. Therefore, the company has recast certain of its non-GAAP financial results for the impact of unrealized mark-to-market gains and losses on outstanding undesignated commodity hedges not previously excluded for all historical periods presented. GAAP results, which include the historical impacts from unrealized mark-to-market gains and losses on outstanding undesignated commodity hedges, will not change from what was previously reported. Additionally, the change does not affect the non-GAAP results for Organic net sales or Earnings (loss) from discontinued operations for any historical period presented.
Attached as Exhibit 99.2 is recast historical quarterly and year-to-date unaudited financial information resulting from this change. This Current Report on Form 8-K does not revise the company’s previously reported consolidated financial statements for any period.
The information in this Item 7.01 and the Exhibits attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.
Item 9.01 – Financial Statements and Exhibits
(d) Exhibits
| 99.1 | Recast historical quarterly and year-to-date unaudited financial information reflecting the change in segment reporting. |
|---|---|
| 99.2 | Recast historical quarterly and year-to-date unaudited financial information reflecting the change in certain non-GAAP financial measures. |
| 104 | The cover page from this Current Report on Form 8-K formatted in Inline XBRL. |
EXHIBIT INDEX
Exhibit No.
| 99.1 | Recast historical quarterly and year-to-date unaudited financial information reflecting the change in segment reporting. |
|---|---|
| 99.2 | Recast historical quarterly and year-to-date unaudited financial information reflecting the change incertainexhibit992commoditymtmnon-.htmnon-GAAPfinancialmeasures. |
| 104 | The cover page from this Current Report on Form 8-K formatted in Inline XBRL. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| CAMPBELL SOUP COMPANY | ||
|---|---|---|
| (Registrant) | ||
| Date: December 8, 2021 | By: | /s/ Mick Beekhuizen |
| Mick Beekhuizen | ||
| Executive Vice President and Chief Financial Officer |
4
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Exhibit 99.1
CAMPBELL SOUP COMPANY
Segment Information
Recast for Change in Business Segments
(millions)
(unaudited)
| Three Months Ended | Three Months Ended | Six<br> Months Ended | Three Months Ended | Nine <br>Months Ended | Three Months Ended | Twelve Months Ended | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Fiscal 2021 | November 1, 2020 | January 31, 2021 | January 31, 2021 | May 2,<br>2021 | May 2,<br>2021 | August 1, 2021 | August 1, 2021 | |||||||||
| Net sales | ||||||||||||||||
| Meals & Beverages | $ | 1,363 | $ | 1,318 | $ | 2,681 | $ | 1,062 | $ | 3,743 | $ | 878 | $ | 4,621 | ||
| Snacks | 977 | 961 | 1,938 | 922 | 2,860 | 995 | 3,855 | |||||||||
| Total | $ | 2,340 | $ | 2,279 | $ | 4,619 | $ | 1,984 | $ | 6,603 | $ | 1,873 | $ | 8,476 | ||
| Earnings before interest and taxes | ||||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Meals & Beverages | $ | 337 | $ | 262 | $ | 599 | $ | 186 | $ | 785 | $ | 137 | $ | 922 | ||
| Snacks | 135 | 140 | 275 | 102 | 377 | 137 | 514 | |||||||||
| Corporate income (expense) | (10) | 17 | 7 | (14) | (7) | 137 | 130 | |||||||||
| Restructuring charges | (1) | (18) | (19) | (2) | (21) | — | (21) | |||||||||
| Total | $ | 461 | $ | 461 | $ | 401 | $ | 862 | $ | 272 | $ | 1,134 | $ | 411 | $ | 1,545 |
CAMPBELL SOUP COMPANY
Segment Information
Recast for Change in Business Segments
(millions)
(unaudited)
| Three Months Ended | Three Months Ended | Six <br>Months Ended | Three Months Ended | Nine <br>Months Ended | Three Months Ended | Twelve Months Ended | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Fiscal 2020 | October 27, 2019 | January 26, 2020 | January 26, 2020 | April 26, 2020 | April 26, 2020 | August 2, 2020 | August 2, 2020 | |||||||||
| Net sales | ||||||||||||||||
| Meals & Beverages | $ | 1,223 | $ | 1,252 | $ | 2,475 | $ | 1,233 | $ | 3,708 | $ | 1,039 | $ | 4,747 | ||
| Snacks | 960 | 910 | 1,870 | 1,005 | 2,875 | 1,069 | 3,944 | |||||||||
| Total | $ | 2,183 | $ | 2,162 | $ | 4,345 | $ | 2,238 | $ | 6,583 | $ | 2,108 | $ | 8,691 | ||
| Earnings before interest and taxes | ||||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Meals & Beverages | $ | 290 | $ | 249 | $ | 539 | $ | 279 | $ | 818 | $ | 191 | $ | 1,009 | ||
| Snacks | 117 | 129 | 246 | 150 | 396 | 129 | 525 | |||||||||
| Corporate income (expense) | (87) | (21) | (108) | (156) | (264) | (154) | (418) | |||||||||
| Restructuring charges | (3) | (7) | (10) | — | (10) | 1 | (9) | |||||||||
| Total | $ | 317 | $ | 317 | $ | 350 | $ | 667 | $ | 273 | $ | 940 | $ | 167 | $ | 1,107 |
CAMPBELL SOUP COMPANY
Segment Information
Recast for Change in Business Segments
(millions)
(unaudited)
| Three Months Ended | Three Months Ended | Six<br> Months Ended | Three Months Ended | Nine <br>Months Ended | Three Months Ended | Twelve Months Ended | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Fiscal 2019 | October 28, 2018 | January 27, 2019 | January 27, 2019 | April 28, 2019 | April 28, 2019 | July 28,<br>2019 | July 28,<br>2019 | |||||||||
| Net sales | ||||||||||||||||
| Meals & Beverages | $ | 1,257 | $ | 1,250 | $ | 2,507 | $ | 1,037 | $ | 3,544 | $ | 825 | $ | 4,369 | ||
| Snacks | 945 | 921 | 1,866 | 916 | 2,782 | 955 | 3,737 | |||||||||
| Corporate | — | 1 | 1 | — | 1 | — | 1 | |||||||||
| Total | $ | 2,202 | $ | 2,172 | $ | 4,374 | $ | 1,953 | $ | 6,327 | $ | 1,780 | $ | 8,107 | ||
| Earnings before interest and taxes | ||||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Meals & Beverages | $ | 296 | $ | 259 | $ | 555 | $ | 212 | $ | 767 | $ | 156 | $ | 923 | ||
| Snacks | 119 | 126 | 245 | 121 | 366 | 128 | 494 | |||||||||
| Corporate income (expense) | (71) | (58) | (129) | (86) | (215) | (192) | (407) | |||||||||
| Restructuring charges | (18) | (2) | (20) | (2) | (22) | (9) | (31) | |||||||||
| Total | $ | 326 | $ | 326 | $ | 325 | $ | 651 | $ | 245 | $ | 896 | $ | 83 | $ | 979 |
7
Document
Exhibit 99.2
Reconciliations of Fiscal 2021, 2020 and 2019 GAAP to Non-GAAP Financial Measures Recast for Commodity Mark-to-Market
Campbell Soup Company uses certain non-GAAP financial measures as defined by the Securities and Exchange Commission in certain communications. These non-GAAP financial measures are measures of performance not defined by accounting principles generally accepted in the United States and should be considered in addition to, not in lieu of, GAAP reported measures. Management believes that also presenting certain non-GAAP financial measures provides additional information to facilitate comparison of the company's historical operating results and trends in its underlying operating results, and provides transparency on how the company evaluates its business. Management uses these non-GAAP financial measures in making financial, operating and planning decisions and in evaluating the company's performance. Management considers quantitative and qualitative factors in assessing whether to adjust for the impact of items that may be significant or that could affect an understanding of the company’s performance and trends in its underlying operating results. The adjustments on earnings may include but are not limited to items such as: unusual or non-recurring gains or charges; restructuring charges and related costs; actuarial gains or losses on pension and postretirement plans; gains or losses on the extinguishment of debt; gains or losses on divestitures; or impairment charges.
Beginning in fiscal 2022, the company added to the non-GAAP definition of Adjusted earnings from continuing operations the exclusion of unrealized mark-to-market gains and losses on outstanding undesignated commodity hedges until such time that the related exposure impacts its operating results. For all periods presented in this Current Report on Form 8-K, the non-GAAP definition of Adjusted Earnings from continuing operations has been updated below to reflect this change. Depending upon facts or circumstances, management may change definitions. When definitions change, the company will provide updated definitions of its non-GAAP financial measures. When items no longer impact the company’s current or future presentation of non-GAAP operating results, the company will remove these items from its non-GAAP definitions.
Items Impacting Earnings from continuing operations
Adjusted Net earnings are net earnings excluding the impact of restructuring charges and related costs, actuarial gains or losses on pension and postretirement plans, gains or losses on divestitures, a deferred tax charge related to a legal entity reorganization, investment losses, a loss on the extinguishment of debt, a transition tax charge from enacted tax law changes, impairment charges, and unrealized mark-to-market gains or losses on outstanding undesignated commodity hedges. Management believes that financial information excluding certain items that are not considered to reflect the ongoing operating results, such as those listed below, improves the comparability of year-to-year results. Consequently, management believes that investors may be able to better understand its results excluding these items.
The following items impacted Earnings from continuing operations in fiscal 2021, 2020 and 2019:
(1)The company has implemented several cost savings initiatives in recent years.
In fiscal 2021, the company recorded Restructuring charges and implementation costs and other related costs in Administrative expenses, Cost of products sold, and Marketing and selling expenses related to these initiatives. In fiscal 2020 and 2019, the company recorded Restructuring charges and implementation costs and other related costs in Administrative expenses, Cost of products sold, Marketing and selling expenses, and Research and development expenses related to these initiatives.
(2)In fiscal 2021, 2020 and 2019, the company recognized actuarial gains and losses in Other expenses / (income) associated with pension and postretirement plans. The interim actuarial gains and losses related to the remeasurements of a U.S. and a Canadian pension plan and were due to lump sum distributions that exceeded or are expected to exceed service and interest costs resulting in settlement accounting for the plans.
(3)In fiscal 2021, the company recorded a loss in Other expenses / (income) (and a gain after tax) on the sale of its Plum baby food and snacks business. In fiscal 2020, the company recorded a loss in Other expenses / (income) on the sale of its European chips business.
(4)In fiscal 2021, the company recorded a deferred tax charge in connection with a legal entity reorganization as part of the continued integration of Snyder's-Lance, Inc.
(5)In fiscal 2020, the company recognized a loss in Other expenses / (income) associated with the sale of its limited partnership in Acre Venture Partners, L.P.
(6)In fiscal 2020, the company recorded a loss in Interest expense on the extinguishment of debt.
(7)In fiscal 2019, the company recorded a tax charge related to a transition tax on unremitted foreign earnings under the enactment of the Tax Cuts and Jobs Act.
(8)In fiscal 2019, the company performed an assessment on the assets within the European chips business and recorded a non-cash impairment charge on intangible assets in Other expenses / (income).
(9)In fiscal 2021, 2020 and 2019, the company recognized gains and losses in Cost of products sold associated with unrealized mark-to-market adjustments on outstanding undesignated commodity hedges.
The tables below reconcile financial information, presented in accordance with GAAP, to financial information excluding certain items under the company’s revised definition of Adjusted Earnings from continuing operations for all quarters of fiscal 2021 and 2020, and for fiscal year 2019:
| Three Months Ended | Three Months Ended | Six <br>Months Ended | Three Months Ended | Nine <br>Months Ended | Three Months Ended | Twelve Months Ended | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Fiscal 2021 | November 1, 2020 | January 31, 2021 | January 31, 2021 | May 2, 2021 | May 2, 2021 | August 1, 2021 | August 1, 2021 | ||||||||||||||
| Gross margin, as reported | $ | 813 | $ | 783 | $ | 1,596 | $ | 628 | $ | 2,224 | $ | 587 | $ | 2,811 | |||||||
| Add (Deduct): Restructuring charges, implementation costs and other related costs (1) | 1 | (2) | (1) | 2 | 1 | 2 | 3 | ||||||||||||||
| Adjusted Gross margin | $ | 814 | $ | 781 | $ | 1,595 | $ | 630 | $ | 2,225 | $ | 589 | $ | 2,814 | |||||||
| Adjusted Gross margin percentage | 34.8 | % | 34.3 | % | 34.5 | % | 31.8 | % | 33.7 | % | 31.4 | % | 33.2 | % | |||||||
| Deduct: Commodity mark-to-market adjustments (9) | (6) | (11) | (17) | (22) | (39) | (11) | (50) | ||||||||||||||
| Adjusted as recast Gross margin | $ | 808 | $ | 770 | $ | 1,578 | $ | 608 | $ | 2,186 | $ | 578 | $ | 2,764 | |||||||
| Adjusted as recast Gross margin percentage | 34.5 | % | 33.8 | % | 34.2 | % | 30.6 | % | 33.1 | % | 30.9 | % | 32.6 | % | |||||||
| Earnings before interest and taxes, as reported | $ | 461 | $ | 401 | $ | 862 | $ | 272 | $ | 1,134 | $ | 411 | $ | 1,545 | |||||||
| Add: Restructuring charges, implementation costs and other related costs (1) | 6 | 22 | 28 | 15 | 43 | 10 | 53 | ||||||||||||||
| Deduct: Pension and postretirement adjustments (2) | (4) | (30) | (34) | (4) | (38) | (165) | (203) | ||||||||||||||
| Add: Divestiture (3) | — | — | — | — | — | 11 | 11 | ||||||||||||||
| Adjusted Earnings before interest and taxes | $ | 463 | $ | 393 | $ | 856 | $ | 283 | $ | 1,139 | $ | 267 | $ | 1,406 | |||||||
| Deduct: Commodity mark-to-market adjustments (9) | (6) | (11) | (17) | (22) | (39) | (11) | (50) | ||||||||||||||
| Adjusted as recast Earnings before interest and taxes | $ | 457 | $ | 382 | $ | 839 | $ | 261 | $ | 1,100 | $ | 256 | $ | 1,356 | |||||||
| Interest, net, as reported | $ | 55 | $ | 54 | $ | 109 | $ | 53 | $ | 162 | $ | 47 | $ | 209 | |||||||
| Adjusted Earnings before taxes | $ | 408 | $ | 339 | $ | 747 | $ | 230 | $ | 977 | $ | 220 | $ | 1,197 | |||||||
| Adjusted as recast Earnings before taxes | $ | 402 | $ | 328 | $ | 730 | $ | 208 | $ | 938 | $ | 209 | $ | 1,147 | |||||||
| Taxes on earnings, as reported | $ | 97 | $ | 102 | $ | 199 | $ | 53 | $ | 252 | $ | 76 | $ | 328 | |||||||
| Add: Tax benefit from restructuring charges, implementation costs and other related costs (1) | 1 | 6 | 7 | 4 | 11 | 2 | 13 | ||||||||||||||
| Deduct: Tax expense from pension and postretirement adjustments (2) | (1) | (7) | (8) | (1) | (9) | (39) | (48) | ||||||||||||||
| Add: Tax benefit from divestiture (3) | — | — | — | — | — | 14 | 14 | ||||||||||||||
| Deduct: Tax expense from deferred tax charge (4) | — | (19) | (19) | — | (19) | — | (19) | ||||||||||||||
| Adjusted Taxes on earnings | $ | 97 | $ | 82 | $ | 179 | $ | 56 | $ | 235 | $ | 53 | $ | 288 | |||||||
| Adjusted effective income tax rate | 23.8 | % | 24.2 | % | 24.0 | % | 24.3 | % | 24.1 | % | 24.1 | % | 24.1 | % | |||||||
| Deduct: Tax expense from commodity mark-to-market adjustments (9) | (1) | (3) | (4) | (5) | (9) | (3) | (12) | ||||||||||||||
| Adjusted as recast Taxes on earnings | $ | 96 | $ | 79 | $ | 175 | $ | 51 | $ | 226 | $ | 50 | $ | 276 | |||||||
| Adjusted as recast effective income tax rate | 23.9 | % | 24.1 | % | 24.0 | % | 24.5 | % | 24.1 | % | 23.9 | % | 24.1 | % | |||||||
| Earnings from continuing operations, as reported | $ | 309 | $ | 245 | $ | 554 | $ | 166 | $ | 720 | $ | 288 | $ | 1,008 | |||||||
| Add: Net adjustment from restructuring charges, implementation costs and other related costs (1) | 5 | 16 | 21 | 11 | 32 | 8 | 40 | ||||||||||||||
| Deduct: Net adjustment from pension and postretirement adjustments (2) | (3) | (23) | (26) | (3) | (29) | (126) | (155) | ||||||||||||||
| Deduct: Net adjustment from divestiture (3) | — | — | — | — | — | (3) | (3) | ||||||||||||||
| Add: Net adjustment from deferred tax charge (4) | — | 19 | 19 | — | 19 | — | 19 | ||||||||||||||
| Adjusted Earnings from continuing operations | $ | 311 | $ | 257 | $ | 568 | $ | 174 | $ | 742 | $ | 167 | $ | 909 | |||||||
| Deduct: Net adjustment from commodity mark-to-market adjustments (9) | (5) | (8) | (13) | (17) | (30) | (8) | (38) | ||||||||||||||
| Adjusted as recast Earnings from continuing operations | $ | 306 | $ | 249 | $ | 555 | $ | 157 | $ | 712 | $ | 159 | $ | 871 | |||||||
| Three Months Ended | Three Months Ended | Six <br>Months Ended | Three Months Ended | Nine <br>Months Ended | Three Months Ended | Twelve Months Ended | |||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | |||||||
| Fiscal 2021 | November 1, 2020 | January 31, 2021 | January 31, 2021 | May 2, 2021 | May 2, 2021 | August 1, 2021 | August 1, 2021 | ||||||||||||||
| Diluted earnings per share - continuing operations attributable to Campbell Soup Company, as reported | $ | 1.02 | $ | .80 | $ | 1.82 | $ | .54 | $ | 2.36 | $ | .95 | $ | 3.30 | |||||||
| Add: Net adjustment from restructuring charges, implementation costs and other related costs (1) | .02 | .05 | .07 | .04 | .10 | .03 | .13 | ||||||||||||||
| Deduct: Net adjustment from pension and postretirement adjustments (2) | (.01) | (.08) | (.09) | (.01) | (.10) | (.41) | (.51) | ||||||||||||||
| Deduct: Net adjustment from divestiture (3) | — | — | — | — | — | (.01) | (.01) | ||||||||||||||
| Add: Net adjustment from deferred tax charge (4) | — | .06 | .06 | — | .06 | — | .06 | ||||||||||||||
| Adjusted Diluted earnings per share - continuing operations attributable to Campbell Soup Company* | $ | 1.02 | $ | .84 | $ | 1.86 | $ | .57 | $ | 2.43 | $ | .55 | $ | 2.98 | |||||||
| Deduct: Net adjustment from commodity mark-to-market adjustments (9) | (.02) | (.03) | (.04) | (.06) | (.10) | (.03) | (.12) | ||||||||||||||
| Adjusted as recast Diluted earnings per share - continuing operations attributable to Campbell Soup Company* | $ | 1.01 | $ | .82 | $ | 1.82 | $ | .51 | $ | 2.33 | $ | .52 | $ | 2.86 | |||||||
| *The sum of individual per share amounts may not add due to rounding. | |||||||||||||||||||||
| Three Months Ended | Three Months Ended | Six <br>Months Ended | Three Months Ended | Nine Months Ended | Three Months Ended | Twelve Months Ended | |||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Fiscal 2020 | October 27, 2019 | January 26, 2020 | January 26, 2020 | April 26, 2020 | April 26, 2020 | August 2, 2020 | August 2, 2020 | ||||||||||||||
| Gross margin, as reported | $ | 738 | $ | 742 | $ | 1,480 | $ | 772 | $ | 2,252 | $ | 747 | $ | 2,999 | |||||||
| Add: Restructuring charges, implementation costs and other related costs (1) | — | 2 | 2 | 4 | 6 | 3 | 9 | ||||||||||||||
| Adjusted Gross margin | $ | 738 | $ | 744 | $ | 1,482 | $ | 776 | $ | 2,258 | $ | 750 | $ | 3,008 | |||||||
| Adjusted Gross margin percentage | 33.8 | % | 34.4 | % | 34.1 | % | 34.7 | % | 34.3 | % | 35.6 | % | 34.6 | % | |||||||
| Add (Deduct): Commodity mark-to-market adjustments (9) | (5) | (1) | (6) | 26 | 20 | (22) | (2) | ||||||||||||||
| Adjusted as recast Gross margin | $ | 733 | $ | 743 | $ | 1,476 | $ | 802 | $ | 2,278 | $ | 728 | $ | 3,006 | |||||||
| Adjusted as recast Gross margin percentage | 33.6 | % | 34.4 | % | 34.0 | % | 35.8 | % | 34.6 | % | 34.5 | % | 34.6 | % | |||||||
| Earnings before interest and taxes, as reported | $ | 317 | $ | 350 | $ | 667 | $ | 273 | $ | 940 | $ | 167 | $ | 1,107 | |||||||
| Add: Restructuring charges, implementation costs and other related costs (1) | 11 | 25 | 36 | 14 | 50 | 19 | 69 | ||||||||||||||
| Add (Deduct): Pension and postretirement adjustments (2) | — | (11) | (11) | 54 | 43 | 121 | 164 | ||||||||||||||
| Add: Divestiture (3) | 64 | — | 64 | — | 64 | — | 64 | ||||||||||||||
| Add: Investment losses (5) | — | — | — | 45 | 45 | — | 45 | ||||||||||||||
| Adjusted Earnings before interest and taxes | $ | 392 | $ | 364 | $ | 756 | $ | 386 | $ | 1,142 | $ | 307 | $ | 1,449 | |||||||
| Add (Deduct): Commodity mark-to-market adjustments (9) | (5) | (1) | (6) | 26 | 20 | (22) | (2) | ||||||||||||||
| Adjusted as recast Earnings before interest and taxes | $ | 387 | $ | 363 | $ | 750 | $ | 412 | $ | 1,162 | $ | 285 | $ | 1,447 | |||||||
| Interest, net, as reported | $ | 80 | $ | 146 | $ | 226 | $ | 55 | $ | 281 | $ | 60 | $ | 341 | |||||||
| Deduct: Loss on debt extinguishment (6) | — | (75) | (75) | — | (75) | — | (75) | ||||||||||||||
| Adjusted Interest, net | $ | 80 | $ | 71 | $ | 151 | $ | 55 | $ | 206 | $ | 60 | $ | 266 | |||||||
| Adjusted Earnings before taxes | $ | 312 | $ | 293 | $ | 605 | $ | 331 | $ | 936 | $ | 247 | $ | 1,183 | |||||||
| Adjusted as recast Earnings before taxes | $ | 307 | $ | 292 | $ | 599 | $ | 357 | $ | 956 | $ | 225 | $ | 1,181 | |||||||
| Taxes on earnings, as reported | $ | 68 | $ | 33 | $ | 101 | $ | 52 | $ | 153 | $ | 21 | $ | 174 | |||||||
| Add: Tax benefit from restructuring charges, implementation costs and other related costs (1) | 3 | 6 | 9 | 3 | 12 | 5 | 17 | ||||||||||||||
| Add (Deduct): Tax benefit (expense) from pension and postretirement adjustments (2) | — | (3) | (3) | 13 | 10 | 29 | 39 | ||||||||||||||
| Add: Tax benefit from divestiture (3) | 4 | 19 | 23 | — | 23 | — | 27 | ||||||||||||||
| Add: Tax benefit from investment losses (5) | — | — | — | 10 | 10 | — | 10 | ||||||||||||||
| Add: Tax benefit on loss on debt extinguishment (6) | — | 18 | 18 | — | 18 | — | 18 | ||||||||||||||
| Adjusted Taxes on earnings | $ | 75 | $ | 73 | $ | 148 | $ | 78 | $ | 226 | $ | 55 | $ | 285 | |||||||
| Adjusted effective income tax rate | 24.0 | % | 24.9 | % | 24.5 | % | 23.6 | % | 24.1 | % | 22.3 | % | 24.1 | % | |||||||
| Add (Deduct): Tax benefit (expense) from commodity mark-to-market adjustments (9) | (1) | — | (1) | 6 | 5 | (5) | — | ||||||||||||||
| Adjusted as recast Taxes on earnings | $ | 74 | $ | 73 | $ | 147 | $ | 84 | $ | 231 | $ | 50 | $ | 285 | |||||||
| Adjusted as recast effective income tax rate | 24.1 | % | 25.0 | % | 24.5 | % | 23.5 | % | 24.2 | % | 22.2 | % | 24.1 | % | |||||||
| Earnings from continuing operations, as reported | $ | 169 | $ | 171 | $ | 340 | $ | 166 | $ | 506 | $ | 86 | $ | 592 | |||||||
| Add: Net adjustment from restructuring charges, implementation costs and other related costs (1) | 8 | 19 | 27 | 11 | 38 | 14 | 52 | ||||||||||||||
| Add (Deduct): Net adjustment from pension and postretirement adjustments (2) | — | (8) | (8) | 41 | 33 | 92 | 125 | ||||||||||||||
| Add (Deduct): Net adjustment from divestiture (3) | 60 | (19) | 41 | — | 41 | — | 37 | ||||||||||||||
| Add: Net adjustment from investment losses (5) | — | — | — | 35 | 35 | — | 35 | ||||||||||||||
| Add: Net adjustment from loss on debt extinguishment (6) | — | 57 | 57 | — | 57 | — | 57 | ||||||||||||||
| Adjusted Earnings from continuing operations | $ | 237 | $ | 220 | $ | 457 | $ | 253 | $ | 710 | $ | 192 | $ | 898 | |||||||
| Add (Deduct): Net adjustment from commodity mark-to-market adjustments (9) | (4) | (1) | (5) | 20 | 15 | (17) | (2) | ||||||||||||||
| Adjusted as recast Earnings from continuing operations | $ | 233 | $ | 219 | $ | 452 | $ | 273 | $ | 725 | $ | 175 | $ | 896 | |||||||
| Three Months Ended | Three Months Ended | Six <br>Months Ended | Three Months Ended | Nine Months Ended | Three Months Ended | Twelve Months Ended | |||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | |||||||
| Fiscal 2020 | October 27, 2019 | January 26, 2020 | January 26, 2020 | April 26, 2020 | April 26, 2020 | August 2, 2020 | August 2, 2020 | ||||||||||||||
| Diluted earnings per share - continuing operations attributable to Campbell Soup Company, as reported | $ | .56 | $ | .56 | $ | 1.12 | $ | .55 | $ | 1.66 | $ | .28 | $ | 1.95 | |||||||
| Add: Net adjustment from restructuring charges, implementation costs and other related costs (1) | .03 | .06 | .09 | .04 | .13 | .05 | .17 | ||||||||||||||
| Add (Deduct): Net adjustment from pension and postretirement adjustments (2) | — | (.03) | (.03) | .13 | .11 | .30 | .41 | ||||||||||||||
| Add (Deduct): Net adjustment from divestiture (3) | .20 | (.06) | .14 | — | .13 | — | .12 | ||||||||||||||
| Add: Net adjustment from investment losses (5) | — | — | — | .12 | .12 | — | .12 | ||||||||||||||
| Add: Net adjustment from loss on debt extinguishment (6) | — | .19 | .19 | — | .19 | — | .19 | ||||||||||||||
| Adjusted Diluted earnings per share - continuing operations attributable to Campbell Soup Company* | $ | .78 | $ | .72 | $ | 1.51 | $ | .83 | $ | 2.34 | $ | .63 | $ | 2.95 | |||||||
| Add (Deduct): Net adjustment from commodity mark-to-market adjustments (9) | (.01) | — | (.02) | .07 | .05 | (.06) | (.01) | ||||||||||||||
| Adjusted as recast Diluted earnings per share - continuing operations attributable to Campbell Soup Company* | $ | .77 | $ | .72 | $ | 1.49 | $ | .90 | $ | 2.38 | $ | .58 | $ | 2.95 | |||||||
| *The sum of individual per share amounts may not add due to rounding. | |||||||||||||||||||||
| Twelve Months Ended | |||||||||||||||||||||
| --- | --- | --- | --- | ||||||||||||||||||
| Fiscal 2019 | July 28, 2019 | ||||||||||||||||||||
| Gross margin, as reported | $ | 2,693 | |||||||||||||||||||
| Add: Restructuring charges, implementation costs and other related costs (1) | 18 | ||||||||||||||||||||
| Adjusted Gross margin | $ | 2,711 | |||||||||||||||||||
| Adjusted Gross margin percentage | 33.4 | % | |||||||||||||||||||
| Add: Commodity mark-to-market adjustments (9) | 5 | ||||||||||||||||||||
| Adjusted as recast Gross margin | $ | 2,716 | |||||||||||||||||||
| Adjusted as recast Gross margin percentage | 33.5 | % | |||||||||||||||||||
| Earnings before interest and taxes, as reported | $ | 979 | |||||||||||||||||||
| Add: Restructuring charges, implementation costs and other related costs (1) | 121 | ||||||||||||||||||||
| Add: Pension and postretirement adjustments (2) | 150 | ||||||||||||||||||||
| Add: Impairment charge (8) | 16 | ||||||||||||||||||||
| Adjusted Earnings before interest and taxes | $ | 1,266 | |||||||||||||||||||
| Add: Commodity mark-to-market adjustments (9) | 5 | ||||||||||||||||||||
| Adjusted as recast Earnings before interest and taxes | $ | 1,271 | |||||||||||||||||||
| Interest, net, as reported | $ | 354 | |||||||||||||||||||
| Adjusted Earnings before taxes | $ | 912 | |||||||||||||||||||
| Adjusted as recast Earnings before taxes | $ | 917 | |||||||||||||||||||
| Taxes on earnings, as reported | $ | 151 | |||||||||||||||||||
| Add: Tax benefit from restructuring charges, implementation costs and other related costs (1) | 29 | ||||||||||||||||||||
| Add: Tax benefit from pension and postretirement adjustments (2) | 35 | ||||||||||||||||||||
| Deduct: Tax expense from tax reform (7) | (2) | ||||||||||||||||||||
| Add: Tax benefit from impairment charge (8) | 3 | ||||||||||||||||||||
| Adjusted Taxes on earnings | $ | 216 | |||||||||||||||||||
| Adjusted effective income tax rate | 23.7 | % | |||||||||||||||||||
| Add: Tax benefit from commodity mark-to-market adjustments (9) | 1 | ||||||||||||||||||||
| Adjusted as recast Taxes on earnings | $ | 217 | |||||||||||||||||||
| Adjusted as recast effective income tax rate | 23.7 | % | |||||||||||||||||||
| Earnings from continuing operations, as reported | $ | 474 | |||||||||||||||||||
| Add: Net adjustment from restructuring charges, implementation costs and other related costs (1) | 92 | ||||||||||||||||||||
| Add: Net adjustment from pension and postretirement adjustments (2) | 115 | ||||||||||||||||||||
| Add: Net adjustment from tax reform (7) | 2 | ||||||||||||||||||||
| Add: Net adjustment from impairment charge (8) | 13 | ||||||||||||||||||||
| Adjusted Earnings from continuing operations | $ | 696 | |||||||||||||||||||
| Add: Net adjustment from commodity mark-to-market adjustments (9) | 4 | ||||||||||||||||||||
| Adjusted as recast Earnings from continuing operations | $ | 700 | |||||||||||||||||||
| Diluted earnings per share - continuing operations attributable to Campbell Soup Company, as reported | $ | 1.57 | |||||||||||||||||||
| Add: Net adjustment from restructuring charges, implementation costs and other related costs (1) | .30 | ||||||||||||||||||||
| Add: Net adjustment from pension and postretirement adjustments (2) | .38 | ||||||||||||||||||||
| Add: Net adjustment from tax reform (7) | .01 | ||||||||||||||||||||
| Add: Net adjustment from impairment charge (8) | .04 | ||||||||||||||||||||
| Adjusted Diluted earnings per share - continuing operations attributable to Campbell Soup Company | $ | 2.30 | |||||||||||||||||||
| Add: Net adjustment from commodity mark-to-market adjustments (9) | .01 | ||||||||||||||||||||
| Adjusted as recast Diluted earnings per share - continuing operations attributable to Campbell Soup Company* | $ | 2.32 | |||||||||||||||||||
| *The sum of individual per share amounts may not add due to rounding. |
14