Document


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):
June 16, 2019
https://cdn.kscope.io/35b0060d1b4d710000aea923c11634cf-logoa11.jpg
CAMPBELL SOUP COMPANY
New Jersey
 
1-3822
 
21-0419870
State of Incorporation
 
Commission File Number
 
I.R.S. Employer
Identification 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 2.01 – Completion of Acquisition or Disposition of Assets
On June 16, 2019, Pepperidge Farm, Incorporated ( “Pepperidge Farm”), a wholly-owned subsidiary of Campbell Soup Company (“Campbell”), completed the previously announced sale (the “Transaction”) of Wm. Bolthouse Farms, Inc. (“Bolthouse Farms”) for a purchase price of $510 million pursuant to the terms of a Stock Purchase Agreement (the “Agreement”), dated as of April 12, 2019, by and among Pepperidge Farm, Bolthouse Farms, Campbell (solely for the purposes of Sections 2.03, 2.04, 2.07, 3.05, 6.02, 6.03, 6.06, 6.09(e), 6.10, 8.02, 8.03, 8.04, 8.07, 11.06, 11.11 and 11.15) and Generis Holdings, LP (“Generis Holdings”). Pursuant to the Agreement, Generis Holdings acquired all of the outstanding shares of capital stock of Bolthouse Farms. The proceeds from the Transaction are approximately $500 million, which are subject to certain post-closing adjustments.
The foregoing description of the Agreement does not purport to be complete and is subject to, and qualified in its entirety by reference to, the Agreement filed as Exhibit 2.1 to Campbell’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 12, 2019, which is incorporated herein by reference.
Item 9.01 – Financial Statements and Exhibits
(b) Pro forma financial information

Unaudited pro forma condensed consolidated financial information of Campbell Soup Company giving effect to the Transaction and related notes thereto, including such information required by Article 11 of Regulation S-X, are attached as Exhibit 99.1.

(d) Exhibits
 
 
2.1
 
Stock Purchase Agreement, dated April 12, 2019, by and among Pepperidge Farm, Incorporated, Wm. Bolthouse Farms, Inc., Campbell Soup Company (solely for the purposes of Sections 2.03, 2.04, 2.07, 3.05, 6.02, 6.03, 6.06, 6.09(e), 6.10, 8.02, 8.03, 8.04, 8.07, 11.06, 11.11 and 11.15) and Generis Holdings, LP. is incorporated by reference to Exhibit 2.1 to Campbell's Form 8-K (SEC file number 1-3822) filed with the SEC on April 12, 2019. 
 
 
 
99.1
 
Unaudited pro forma condensed consolidated financial information.
EXHIBIT INDEX
 
Exhibit
No.
 
 
 
 
2.1
 
 
 
 
99.1
 






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: June 19, 2019
By:
/s/ Anthony P. DiSilvestro
 
 
 
Anthony P. DiSilvestro
 
 
 
Senior Vice President and Chief Financial Officer
 
 
 



Exhibit


Exhibit 99.1
Campbell Soup Company
Unaudited Pro Forma Condensed Consolidated Financial Information

On June 16, 2019, Pepperidge Farm, Incorporated, a wholly-owned subsidiary of Campbell Soup Company (“Campbell”), completed the previously announced sale (the “Transaction”) of Wm. Bolthouse Farms, Inc. (“Bolthouse Farms”) for $500 million pursuant to the terms of a Stock Purchase Agreement, dated as of April 12, 2019. The Transaction is considered a significant disposition for purposes of Item 2.01 of Form 8-K. The unaudited pro forma condensed consolidated financial statements present financial information to give effect to the sale of Bolthouse Farms accounted for as a discontinued operation. The unaudited pro forma condensed consolidated statements of earnings present the consolidated results of continuing operations, assuming the sale occurred on August 3, 2015. The unaudited pro forma condensed consolidated balance sheet as of April 28, 2019, presents the consolidated financial position of Campbell, assuming the sale occurred on that date. The estimated gain is reflected in the unaudited pro forma condensed consolidated balance sheet within earnings retained in the business. The estimated gain on the sale is not reflected in the unaudited pro forma condensed consolidated statements of earnings as there is no continuing impact of the gain on Campbell results. Beginning with the third quarter ended April 28, 2019, Campbell reported the results of Bolthouse Farms as discontinued operations in accordance with Financial Accounting Standards Board Accounting Standards Codification 205, "Presentation of Financial Statements" ("ASC 205"). As of April 28, 2019, the assets and liabilities of Bolthouse Farms were classified as assets and liabilities of discontinued operations.
The unaudited pro forma condensed consolidated financial information is subject to the assumptions and adjustments described in the accompanying notes. The assumptions and adjustments are based on information presently available. Actual adjustments may differ materially from the information presented. The unaudited pro forma condensed consolidated financial information and accompanying notes should be read in connection with the historical financial statements of Campbell included in its Annual Report on Form 10-K for the year ended July 29, 2018, and its Quarterly Report on Form 10-Q for the period ended April 28, 2019.
The unaudited pro forma condensed consolidated financial information presented is for informational purposes only. It is not intended to represent or be indicative of the consolidated results of operations or financial condition that would have occurred had the sale been completed as of the dates presented, nor is it intended to purport to project future results of operations or financial condition.
On February 25, 2019, Campbell sold its U.S. refrigerated soup business and on April 25, 2019, sold the Garden Fresh Gourmet business. These businesses, along with Bolthouse Farms, were included in the Campbell Fresh operating segment. Beginning with the third quarter ended April 28, 2019, Campbell reported the results of these businesses as discontinued operations in accordance with ASC 205. Therefore, for additional information, the unaudited pro forma condensed consolidated statements of earnings also include additional columns to present the consolidated results of continuing operations assuming the sales of these businesses occurred on August 3, 2015.

1




CAMPBELL SOUP COMPANY
Unaudited Pro Forma Condensed Consolidated Statement of Earnings
For the Year Ended July 29, 2018
(millions, except per share amounts)

 
 
As Reported
 
Less Discontinued Operations of Bolthouse Farms (a)
 
Subtotal Pro Forma Continuing Operations
 
Less Additional Discontinued Operations (e)
 
Pro Forma Continuing Operations
Net sales
 
$
8,685

 
$
727

 
$
7,958

 
$
223

 
$
7,735

Costs and expenses
 
 
 
 
 
 
 
 
 
 
Cost of products sold
 
5,869

 
672

 
5,197

 
205

 
4,992

Marketing and selling expenses
 
902

 
44

 
858

 
5

 
853

Administrative expenses
 
654

 
36

 
618

 
3

 
615

Research and development expenses
 
110

 
4

 
106

 
4

 
102

Other expenses / (income)
 
619

 
600

 
19

 
97

 
(78
)
Restructuring charges
 
62

 
1

 
61

 

 
61

Total costs and expenses
 
8,216

 
1,357

 
6,859

 
314

 
6,545

Earnings (loss) before interest and taxes
 
469

 
(630
)
 
1,099

 
(91
)
 
1,190

Interest expense
 
201

 

 
201

 

 
201

Interest income
 
4

 

 
4

 

 
4

Earnings (loss) before taxes
 
272

 
(630
)
 
902

 
(91
)
 
993

Taxes on earnings
 
11

 
(121
)
 
132

 
(21
)
 
153

Net earnings (loss)
 
261

 
(509
)
 
770

 
(70
)
 
840

Less: Net earnings (loss) attributable to noncontrolling interests
 

 

 

 

 

Net earnings (loss) attributable to Campbell Soup Company
 
$
261

 
$
(509
)
 
$
770

 
$
(70
)
 
$
840

Per Share — Basic
 
 
 
 
 
 
 
 
 
 
Net earnings (loss) attributable to Campbell Soup Company
 
$
.87

 


 
$
2.56

 


 
$
2.79

Weighted average shares outstanding — basic
 
301

 


 
301

 


 
301

Per Share — Assuming Dilution
 
 
 
 
 
 
 
 
 
 
Net earnings (loss) attributable to Campbell Soup Company
 
$
.86

 


 
$
2.55

 


 
$
2.78

Weighted average shares outstanding — assuming dilution
 
302

 


 
302

 


 
302

See accompanying Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements.

2


CAMPBELL SOUP COMPANY
Unaudited Pro Forma Condensed Consolidated Statement of Earnings
For the Year Ended July 30, 2017
(millions, except per share amounts)

 
 
As Reported
 
Less Discontinued Operations of Bolthouse Farms (a)
 
Subtotal Pro Forma Continuing Operations
 
Less Additional Discontinued Operations (e)
 
Pro Forma Continuing Operations
Net sales
 
$
7,890

 
$
727

 
$
7,163

 
$
220

 
$
6,943

Costs and expenses
 
 
 
 
 
 
 
 
 
 
Cost of products sold
 
4,965

 
650

 
4,315

 
183

 
4,132

Marketing and selling expenses
 
855

 
40

 
815

 
13

 
802

Administrative expenses
 
550

 
41

 
509

 
4

 
505

Research and development expenses
 
111

 
4

 
107

 
3

 
104

Other expenses / (income)
 
(9
)
 
161

 
(170
)
 
67

 
(237
)
Restructuring charges
 
18

 
2

 
16

 

 
16

Total costs and expenses
 
6,490

 
898

 
5,592

 
270

 
5,322

Earnings (loss) before interest and taxes
 
1,400

 
(171
)
 
1,571

 
(50
)
 
1,621

Interest expense
 
112

 

 
112

 

 
112

Interest income
 
5

 

 
5

 

 
5

Earnings (loss) before taxes
 
1,293

 
(171
)
 
1,464

 
(50
)
 
1,514

Taxes on earnings
 
406

 
(16
)
 
422

 
(18
)
 
440

Net earnings (loss)
 
887

 
(155
)
 
1,042

 
(32
)
 
1,074

Less: Net earnings (loss) attributable to noncontrolling interests
 

 

 

 

 

Net earnings (loss) attributable to Campbell Soup Company
 
$
887

 
$
(155
)
 
$
1,042

 
$
(32
)
 
$
1,074

Per Share — Basic
 
 
 
 
 
 
 
 
 
 
Net earnings (loss) attributable to Campbell Soup Company
 
$
2.91

 


 
$
3.42

 


 
$
3.52

Weighted average shares outstanding — basic
 
305

 


 
305

 


 
305

Per Share — Assuming Dilution
 
 
 
 
 
 
 
 
 
 
Net earnings (loss) attributable to Campbell Soup Company
 
$
2.89

 


 
$
3.39

 


 
$
3.50

Weighted average shares outstanding — assuming dilution
 
307

 


 
307

 


 
307

See accompanying Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements.


3


CAMPBELL SOUP COMPANY
Unaudited Pro Forma Condensed Consolidated Statement of Earnings
For the Year Ended July 31, 2016
(millions, except per share amounts)

 
 
As Reported
 
Less Discontinued Operations of Bolthouse Farms (a)
 
Subtotal Pro Forma Continuing Operations
 
Less Additional Discontinued Operations (e)
 
Pro Forma Continuing Operations
Net sales
 
$
7,961

 
$
783

 
$
7,178

 
$
217

 
$
6,961

Costs and expenses
 
 
 
 
 
 
 
 
 
 
Cost of products sold
 
5,033

 
656

 
4,377

 
174

 
4,203

Marketing and selling expenses
 
852

 
35

 
817

 
9

 
808

Administrative expenses
 
575

 
32

 
543

 
5

 
538

Research and development expenses
 
105

 
3

 
102

 
2

 
100

Other expenses / (income)
 
405

 
156

 
249

 
2

 
247

Restructuring charges
 
31

 

 
31

 

 
31

Total costs and expenses
 
7,001

 
882

 
6,119

 
192

 
5,927

Earnings (loss) before interest and taxes
 
960

 
(99
)
 
1,059

 
25

 
1,034

Interest expense
 
115

 

 
115

 

 
115

Interest income
 
4

 

 
4

 

 
4

Earnings (loss) before taxes
 
849

 
(99
)
 
948

 
25

 
923

Taxes on earnings
 
286

 
2

 
284

 
9

 
275

Net earnings (loss)
 
563

 
(101
)
 
664

 
16

 
648

Less: Net earnings (loss) attributable to noncontrolling interests
 

 

 

 

 

Net earnings (loss) attributable to Campbell Soup Company
 
$
563

 
$
(101
)
 
$
664

 
$
16

 
$
648

Per Share — Basic
 
 
 
 
 
 
 
 
 
 
Net earnings (loss) attributable to Campbell Soup Company
 
$
1.82

 


 
$
2.15

 


 
$
2.10

Weighted average shares outstanding — basic
 
309

 


 
309

 


 
309

Per Share — Assuming Dilution
 
 
 
 
 
 
 
 
 
 
Net earnings (loss) attributable to Campbell Soup Company
 
$
1.81

 


 
$
2.14

 


 
$
2.08

Weighted average shares outstanding — assuming dilution
 
311

 


 
311

 


 
311

See accompanying Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements.



4


CAMPBELL SOUP COMPANY
Unaudited Pro Forma Condensed Consolidated Balance Sheet
As of April 28, 2019
(millions, except per share amounts)

 
 
As Reported
 
Pro Forma Adjustments
 
Notes
 
Pro Forma
Current assets
 
 
 
 
 
 
 
 
Cash and cash equivalents
 
$
202

 
$
483

 
(b)
 
$
685

Accounts receivable, net
 
753

 
 
 
 
 
753

Inventories
 
884

 
 
 
 
 
884

Other current assets
 
102

 
 
 
 
 
102

Current assets of discontinued operations
 
220

 
(220
)
 
(c)
 

Total current assets
 
2,161

 
263

 
 
 
2,424

Plant assets, net of depreciation
 
2,769

 
 
 
 
 
2,769

Goodwill
 
4,702

 
 
 
 
 
4,702

Other intangible assets, net of amortization
 
3,587

 
 
 
 
 
3,587

Other assets ($78 attributable to variable interest entity)
 
203

 
 
 
 
 
203

Noncurrent assets of discontinued operations
 
346

 
(346
)
 
(c)
 

Total assets
 
$
13,768

 
$
(83
)
 
 
 
$
13,685

Current liabilities
 
 
 
 
 
 
 
 
Short-term borrowings
 
$
1,773

 
 
 
 
 
$
1,773

Payable to suppliers and others
 
841

 
 
 
 
 
841

Accrued liabilities
 
672

 
 
 
 
 
672

Dividends payable
 
107

 
 
 
 
 
107

Accrued income taxes
 
18

 
 
 
 
 
18

Current liabilities of discontinued operations
 
100

 
(100
)
 
(c)
 

Total current liabilities
 
3,511

 
(100
)
 
 
 
3,411

Long-term debt
 
7,507

 
 
 
 
 
7,507

Deferred taxes
 
990

 
 
 
 
 
990

Other liabilities
 
519

 
 
 
 
 
519

Noncurrent liabilities of discontinued operations
 
4

 
(4
)
 
(c)
 

Total liabilities
 
12,531

 
(104
)

 
 
12,427

Commitment and contingencies
 
 
 
 
 
 
 
 
Campbell Soup Company shareholders' equity
 
 
 
 
 
 
 
 
Preferred stock; authorized 40 shares; none issued
 

 

 
 
 

Capital stock, $.0375 par value; authorized 560 shares; issued 323 shares
 
12

 

 
 
 
12

Additional paid-in capital
 
360

 

 
 
 
360

Earnings retained in the business
 
2,107

 
19

 
(d)
 
2,126

Capital stock in treasury, at cost
 
(1,077
)
 

 
 
 
(1,077
)
Accumulated other comprehensive income (loss)
 
(174
)
 
2

 
(c)
 
(172
)
Total Campbell Soup Company shareholders' equity
 
1,228

 
21

 
 
 
1,249

Noncontrolling interests
 
9

 
 
 
 
 
9

Total equity
 
1,237

 
21

 
 
 
1,258

Total liabilities and equity
 
$
13,768

 
$
(83
)
 
 
 
$
13,685


See accompanying Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements.

5




Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements


The following items resulted in adjustments reflected in the unaudited pro forma condensed consolidated financial information:

(a)
The Discontinued Operations of Bolthouse Farms columns in the unaudited pro forma condensed consolidated financial information represent the historical financial results directly attributable to Bolthouse Farms in accordance with ASC 205.
(b)
The pro forma adjustment represents proceeds from the sale of $500 million, less $17 million of transaction costs and expenses associated with selling the business. The purchase price is subject to certain post-closing adjustments.
(c)
The pro forma adjustments represent the elimination of the assets and liabilities of Bolthouse Farms classified as assets and liabilities of discontinued operations, as well as the accumulated other comprehensive loss of Bolthouse Farms.
(d)
The estimated gain of approximately $19 million is reflected as an adjustment to retained earnings. There is no tax impact associated with the gain. This estimate is based on the historical information as of April 28, 2019. The actual amount will be based on balances as of closing, and may differ from the information presented.


Additional Information

(e)
On February 25, 2019, Campbell sold its U.S. refrigerated soup business and on April 25, 2019, sold the Garden Fresh Gourmet business. These businesses, along with Bolthouse Farms, were included in the Campbell Fresh operating segment. Beginning with the third quarter ended April 28, 2019, Campbell reported the results of these businesses as discontinued operations in accordance with ASC 205. Therefore, for additional information, the unaudited pro forma condensed consolidated statements of earnings also include additional columns to present the consolidated results of continuing operations assuming the sales of these businesses occurred on August 3, 2015.


6