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    ANNUAL REPORT


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    NET SALES Chair’s Message Fiscal 2020 was a year unlike any other for Campbell Soup On behalf of Campbell’s Board, I would like to thank $8.69 Company. We delivered extraordinary results amid the challenges caused by the global COVID-19 pandemic. President and Chief Executive Officer Mark Clouse for his leadership in a time of crisis, and for the Campbell BILLION On behalf of the entire Board of Directors, I want Leadership Team’s agility and resourcefulness in to extend my gratitude for the enormous effort and simplifying the mission. The company’s performance this dedication demonstrated by all our employees, especially year represents a total team effort from all our employees the front-line and supply chain teams who displayed an who worked tirelessly to provide our country with food NET unwavering commitment to the task at hand in an during a time of great need. I would also like to thank our SALES unprecedented operating environment. The total shareholders for their continued support and belief in our company response to the pandemic only gives us more ability to return this iconic company to profitable, +7% confidence in our current leadership and their teams’ ability to execute our focused strategic plan. sustainable growth. GROWTH I am confident that we have the right strategy in place and the leadership team to execute it, particularly in a time of uncertainty. Campbell is well-positioned to continue to “ I am confident that we build on the success and momentum we established this OPERATING have the right strategy in year and for years to come. CASH FLOW place and the leadership FISCAL 2020 RESULTS $1.4 team to execute it.” BILLION Never has our purpose—to provide Real food that matters for life’s moments—resonated as profoundly as it has in the last several months. As much of the country ADJUSTED EPS* stayed home, Campbell was called upon to step up and produce and distribute food in quantities not seen in +28% years, driven by consumers who were seeking comfort, quality, convenience and value. This highly elevated and GROWTH sustained demand required our teams be agile and resourceful, and to truly partner with our customers. Across the board, we delivered on our purpose. The company’s progress on focusing our business and ADJUSTED improving our execution proved vital as we navigated the Sincerely, EPS* pandemic while accelerating our progress against our strategic plan in the second half of the year. We enter $2.95 fiscal 2021 with millions of new households to continue our momentum and achieve sustainable, quality growth. PER SHARE Keith R. McLoughlin Chair of the Board *From Continuing Operations. These non-GAAP measures are adjusted for certain items not considered to be part of the ongoing business. For a reconciliation of non-GAAP financial measures, see page 13.


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    /B E V 53 % N ACKS L S S 4 A 7 E % M $8.69B President and Chief Executive Officer MarkMark Clouse Clouse FISCAL 2020 ST H President and CEO E T A W DY Dear Campbell Shareholders, PER FORMA NC E NET SALES AC CEL ERATED G R O Fiscal 2020 illustrated the importance of a focused strategic plan and a dynamic team as we delivered exceptional results amid the unprecedented challenges of the COVID-19 pandemic. By early March, life around the world changed dramatically. No one could have planned for the complexity of challenges and level of The year can be viewed in two clear and separate halves. The first half uncertainty that COVID-19 presented. This crisis has affected so of fiscal 2020 was a period of strong execution against our strategic many lives, and our hearts go out to all those impacted by this virus, roadmap. Our business was progressing on a steady, positive trajectory in the first half, with solid performance across both divisions. especially those in the Campbell family. We moved quickly to Exceptional Financial In fiscal 2020, we delivered growth in all key metrics and strong implement protocols to protect our front-line teams and ensure the We began the year focused on strengthening our brand powerhouse, resilience of our manufacturing network while mandating our Performance in Fiscal 2020 performance across both divisions. Net sales from continuing operations were $8.69 billion, an increase of 7% over last year. Our with two distinct divisions concentrated in North America, each home office-based teams work remotely. I am humbled by the unwavering As the year progressed and we continued to experience Meals & Beverages and Snacks divisions delivered net sales growth of to strong portfolios of iconic and differentiated products. We kicked off commitment of Campbell’s front-line and supply chain teams. We unprecedented demand for our products, we invested significantly 9% and 5%, respectively. For the full year, adjusted EPS from our “Win in Soup” plans and we completed our planned swiftly shifted our priorities to focus on their well-being and safety, in our brands at a time when we were welcoming millions of new continuing operations of $2.95 represented a 28% increase over fiscal divestitures, using the proceeds to reduce our leverage while while meeting the needs of our customers, consumers and households to the Campbell portfolio. We made significant progress 2019.1 For the year, cash flow from operations totaled $1.4 billion. This implementing a new operating model to optimize growth and communities across North America. in advancing our Snacks integration plans and our cost savings performance was enabled by the extraordinary work of our teams who profitability. We were progressing right on track with our strategic plans. program, both of which remain on track. remained agile and resilient in a challenging operating environment. There is no question that the groundwork we established in the first half of the year served as a springboard for the business in the OU R STRATEGY second half, when progress against our strategy accelerated as a result of the pandemic. This translated into a year well above what LONG-T ERM GROWT H ALGORITHM CREATE A PROFITABLE we had originally planned or could have expected. 1 GROWTH MODEL We experienced broad-based demand across our portfolio as ORGANIC SALES* ADJUSTED EBIT* ADJUSTED EPS* consumers sheltered in place and filled their pantries with brands 1-2% 4-6% 7-9% FUEL INVESTMENTS WITH 2 TARGETED COST SAVINGS they know and trust. As weeks turned into months, we saw exceptional repeat purchase rates and welcomed new buyers to our family of products, especially our soup business. As North America BUILD A WINNING TEAM 3 AND CULTURE continues to navigate the pandemic, we believe the consumer behaviors built during this time to be lasting. 1. These non-GAAP measures are adjusted for certain items not considered to be part of the ongoing business. For a reconciliation of non-GAAP financial measures, see page 13. * A non-GAAP reconciliation is not provided since certain items are not estimable, such as pension and postretirement mark-to-market adjustments, and these items DELIVER ON THE PROMISE are not considered to reflect the company’s ongoing business results. 4 OF OUR PURPOSE Forward-Looking Statements Statements in this letter that are not historical facts are forward-looking statements. Actual results may differ materially from those projected in the forward-looking statements. See “Cautionary Factors That May Affect Future Results” in Item 7 and “Risk Factors” in Item 1A of our Form 10-K. 3


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    Consumer & Retail Trends Shaping the Landscape The pandemic has fundamentally changed the way consumers shop and eat. While some trends may be episodic, we expect others to be more structural. We believe four trends will shape the consumer and retail environment for the foreseeable future, each of which align extremely well with our business model, portfolio and capabilities: Quick Scratch Cooking Online Food Shopping We also recognized that community food banks and hunger programs Operating in the would struggle with the impact of COVID-19 and dedicated COVID-19 Environment manufacturing and supply specifically for this need. We focused our As people are eating out less, they are cooking more and are Millions of Americans were introduced to this convenience during support on the 33 communities where we have operations. As of looking for low-cost meal solutions. Assembling simple ingredients the pandemic and we believe the benefits provided by these At the outset of the pandemic, we simplified our mission and September 2020, I am proud to share that we have contributed $6 for a great tasting meal has increased in popularity and is poised to services will result in continued usage. focused on three clear priorities: million in food and financial support across North America. continue post-pandemic. 1 Take care of our people; Clearly, the pandemic led to an acceleration of demand for our Retail Evolution Value 2 Produce and distribute our products as safely and as fabric-of-the-nation brands and our overall growth strategy. In the quickly as possible for our customers, consumers and second half of fiscal 2020, we attracted 8.6 million new households communities across North America; and, to our soup portfolio alone,2 giving us access to millions of buyers. Many of these are younger households which represent 3 Anticipate and plan for the future. significant incremental growth for our brands. The company rallied and executed extremely well in an unprecedented operating environment. We continue to meet the evolving needs of our stakeholders while working to keep food on tables. This has required a tremendous effort across every aspect of the business. But “ We have contributed The traditional retail food shelf will evolve to meet these changing consumer trends. The relevance of certain center-store categories Value will continue to play an important role as the impact of COVID-19 ripples through the economy. It will take time for the the real heroes are our essential front-line teams at our plants, $6 million in food and like soup will likely increase and require more in-store inventory. economy to fully recover. Ensuring we have affordable products that support consumers through periods of economic uncertainty is critical. warehouses and distribution centers, and our in-store sales teams. financial support across Our Meals & Beverages supply chain, for instance, was built to In our best view of the future, regardless of the duration of the pandemic, we believe that we can retain a sizeable portion of these households driven support businesses that were flat to declining for the better part of a North America.” by these sustained behaviors even as conditions normalize over time. The net of all this is that we expect Campbell to be in a much more advantaged decade, but showed incredible resiliency in responding to a position exiting the pandemic than going into it. significant surge in increased orders at the onset of the pandemic. Our brands have garnered increased relevance as consumers seek Building that muscle takes time, but we have the right team and leadership in place to do it. In recognition of this performance, we the attributes our foods are known for: comfort, quality, convenience Transforming Our Culture To Drive Our Business introduced increased temporary compensation through the end of and value. As we begin fiscal 2021, we have the resources to As our strategy accelerates, it is critical that we have a strong team In closing, I want to thank our Board of Directors, the Campbell fiscal 2020 to more than 11,000 of our front-line employees to reward leverage and expand marketing plans that reflect those attributes as and culture to support it. This begins with an elevated commitment Leadership Team, our employees—especially those on the front their enormous contributions. we seek to retain these new households. We are increasing to inclusion and diversity and an investment in our people and lines—our shareholders and our partners. This is a unique moment marketing investments across both divisions with a focus on helpful their capabilities. in our history. Campbell has the right strategy, the right operating Taking care of our people means protecting the well-being and safety recipes and snack ideas. Building upon the tone and utility of our model and the right team to win and sustain our long-term growth of our employees, our extended Campbell family and the existing advertising campaigns, our creative teams demonstrated Beyond the pandemic, the staggering series of incidents of violence algorithm. We are well-positioned to continue to advance our plans communities in which we operate. We put strong measures in place agility with new digital and TV campaigns, including our Crowded and racism involving Black Americans in cities across America this year in a difficult environment and are prepared for whatever is next. including protocols to identify potential employee exposure, Table anthem advertising that celebrated the role our brands play in served as a dramatic reminder of what remains an ongoing reality of quarantines and contact tracing, and enhanced cleaning procedures. We comforting people during this period of separation. This ad racism in our country. We are committed to being part of the solution. have also implemented daily health screenings including thermal resonated very well with consumers and has accelerated the We are attacking cultural change in the same systemic way that we imaging temperature checks, mandatory use of masks, aggressive rejuvenation of the Campbell’s brand. In the fourth quarter alone, would turn around a business. We are working to transform our social distancing programs and policies to help employees who may we saw strong sustained repeat of 71% in new households culture by building capabilities, promoting advocacy and ensuring Mark Clouse be out of work due to caregiving or health-related needs. within the portfolio. 3 accountability to improve inclusion and diversity at Campbell. President and Chief Executive Officer Campbell Soup Company 2. IRI NCP, Total U.S. All Outlets, purchased in 27 weeks ending 8/2/2020 and not 52 weeks ending 2/16/2020 3. IRI National Consumer Panel: Total US All Outlets; NBD Volume 5


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    O UR STRATEGY Over a year into executing our strategic plan, we are a more- focused, better-performing company. While our growth-oriented strategic objectives remain unchanged, they have accelerated. CREATE A PROFITABLE 1 GROWTH MODEL Our increased advertising this year has been directed toward condensed and ready-to-serve soups as well as broth to provide The cornerstone of our strategy is growth. We have made substantial progress in creating a profitable ideas and inspiration for quick scratch cooking, with classic meals growth model one year into our strategic plan. Our two divisions, Meals & Beverages and Snacks, have and new creative ideas. Compared to last year, total advertising and FABRIC-OF-THE-NATION BRANDS clear priorities and the resources and capabilities to win in the marketplace. Year two will reflect our consumer spend for Meals & Beverages was up 39%, with more focus on retaining the new households we have attracted, more closely connecting with our consumers than half in support of U.S. soup. While there was an initial pantry and adapting to the changing retail landscape to win with our key customers. stock up in March, we have seen strong consumer pull-through driven by increased usage and new eating patterns. Now more than ever, consumers are looking for quick, easy meals, where our soup portfolio plays a vital role. Additionally, there’s no category better Meals & Beverages suited for at-home lunch than soup. This division contains many iconic brands that consumers have been of Tomato, Chicken Noodle, Cream of Mushroom and Cream of seeking out or returning to for the comfort, quality, convenience and Chicken has been very positive, at a time when we have significantly value they offer. increased household penetration and high repeat rates in new households. Pacific Foods, a highly relevant brand among Last year, we introduced our "Win in Soup" plan—a comprehensive, Beyond soup, the rest of our Meals & Beverages portfolio also plays Millennials, has performed very well as we continue to further three-year roadmap to strengthen the core, expand our offerings in a role as consumers look for quick and easy meals. We have made integrate the business, increase capacity and step up our equity- growth areas, transform our retail and channel presence and deliver progress in stabilizing these brands, led by Prego, which has held building and innovation efforts. end-to-end cost and network solutions. A key first step in this the No. 1 share in the Italian sauce market for over a year.5 In journey was to stabilize soup. We were on track with our plans in the addition to Prego, both V8 and Pace saw double-digit consumption first half of the year and have further accelerated those efforts GROWTH +15.3 Crowded CrowdedTable Table campaign Campaign gains in the fourth quarter,6 and our Canadian business continued to through the pandemic. TION %* Here’s to being together until we’re together again. Over a year into our "Win in Soup" plan, we are very satisfied with perform well. Our soup performance this year was historic. Steady P There were very few businesses that were as in demand and M our progress and the improved fundamentals. During fiscal 2020, SU performance in the first half reflected the impact of positively impacted by COVID-19 than our Meals & Beverages the soup category grew more units than any other edible category, improved retailer relationships, investments in the division. While we benefitted from tailwinds, we have made the most N and our soup growth was double that of total edibles4—this is a long quality of our core brands and overall stepped of the moment with investments in marketing and innovation, CO way from 2019! We have injected much-needed investment into our up execution. The foundational groundwork coupled with excellence in execution. The strong results we soup brands and continued to strengthen important retailer P we put in place over the last year was delivered this year changed the trajectory of the business and OU relationships, while rationalizing the portfolio. We continue to lay always an important step in our created a unique moment to further accelerate our strategy of the foundation for the sustainment of the soup category and believe long-term plan to re-ignite soup, and returning relevance and growth to these iconic brands. S. S that in fiscal 2021, with more innovation, we can continue this it has shown to be even more so in momentum. While there is more work to be done, we are seeing a this unprecedented environment. FY20 U. favorable response to our actions to optimize the portfolio, invest to Consumer response to quality improve the quality of our food, and build brand equity. improvements on our icon varieties 4. IRI TSV MULO 53 weeks ending 8/2/20 Campbell Soup Company 5. Total IRI U.S. MULO $ consumption latest 53 weeks ended 8/2/20 6. Total IRI U.S. MULO $ consumption latest 14 weeks ended 8/2/20 7 * IRI Market Advantage, Total U.S. MULO, 52 weeks ending 8/2/20 vs. year ago


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    CREATE A PROFITABLE 1 GROWTH MODEL In the fourth quarter, we saw some limited share challenges due primarily to supply constraints. We recently completed a major capacity expansion project by installing the largest Goldfish line in our history in our Willard, Ohio bakery. The expansion will help us Snacks meet the strong demand for Goldfish across the country. We also have additional supply coming online for our Cape Cod and Kettle Our Snacks division, which represents nearly half of our annual sales, boasts an advantaged and differentiated portfolio. Our nine power brands brands in the first half of fiscal 2021. continued to drive strong consumption gains,5 and we made steady progress on our integration and value capture targets. The company appointed a new division president this year in Valerie Oswalt, gaining a veteran of more than two decades in the snack food industry. Our Snacks team launched all planned innovation for fiscal 2020 —finding new and creative ways to bring products to market during the pandemic—and is on track to deliver fiscal 2021 innovation despite operating within the constraints of the COVID-19 SNACKS environment. We remain on plan to deliver the synergies of the POWER Snyder’s-Lance acquisition, even in the face of the challenges brought on by COVID-19. On the year, we delivered synergies BRANDS #1 KIDS #1 DELI #1 SANDWICH #1 PRETZELS in procurement; continued to realize savings from the consolidation CRACKERS SNACKS CRACKERS of sales headquarters and related operations; and benefitted from increased operational efficiency in manufacturing. We also improved the effectiveness of the organization by simplifying and streamlining operations. #1 ORGANIC #1 KETTLE #3 KETTLE LEADING LEADING TORTILLA CHIPS CHIPS PREMIUM PREMIUM CHIPS COOKIES COOKIES IRI Total U.S. - Multi Outlet latest 53 weeks ending 8/2/20. Snacks experienced increased demand in the second half, and we continued to invest in our +11%* ION brands. For the year, including the additional week, the division delivered 11% consumption growth in measured channels,5 with power brands growing consumption 13% for the year.5 MPT Comfort remains a key product attribute for consumers as the pandemic continues, and our portfolio is well suited to offer options with real food ingredients such as NSU Goldfish crackers, Pepperidge Farm Milano and Farmhouse cookies, in CO addition to satisfying savory snacks like Cape Cod and Kettle Brand potato S D chips and better-for-you snacks from Late July. AN BR Our snacking brands gained 2.9 percentage points of household penetration during the year,7 with increases across all nine of our R power brands.8 Similar to Meals & Beverages, we have seen WE new households return to re-purchase our snacks, a positive S PO sign of the relevancy of our brands and an early indicator of our ability to retain these new consumers. To bring these households back to the portfolio, we will continue FY20 SNACK to connect through compelling marketing, ensuring continued availability, and providing the variety and formats that meet their needs today and into the future. 7. IRI NCP, Total U.S. All Outlets, 53 weeks ending 8/2/20 8. IRI NCP, Total U.S. All Outlet, NBD weighted 53 weeks ending 8/2/20 Campbell Soup Company * IRI Market Advantage, Total U.S. MULO, 52 weeks ending 8/2/20 vs. year ago


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    FUEL INVESTMENTS WITH 2 TARGETED COST SAVINGS With the completion of the divestitures of Campbell Fresh and Campbell International, we have created a focused and efficient portfolio with opportunity to further fuel investments and expand margins. We continued to advance key business metrics and strategic plan initiatives in fiscal 2020, $850M including adjusted gross margin expansion, supported by productivity improvements, cost savings and favorable product mix. We continued to make strong progress against our cost- savings target of $850 million by the end of fiscal 2022, delivering $165 million of incremental savings this year, bringing the program-to-date total for continuing operations to $725 million. We have also strengthened our balance sheet in fiscal 2020, significantly reducing our leverage FY 2022 3 BUILD A WINNING TEAM AND CULTURE and generating $1.4 billion in cash flow from operations in fiscal 2020. Our capital priorities S A V I N G S T A R GE T remain unchanged as we continue to strategically invest for growth in our business, maintain our F O R C O N T I N UIN G quarterly dividend and reduce debt. O P E R A T I ON S Investing in our people and their capabilities is a critical step in We are focusing on three key areas: achieving our strategic plan and building a winning team and We also continue to improve relationships culture. While the fiscal year has ended the pandemic has not. As a 1 Education and Capabilities. This includes the with our customers, as the level of result, we will continue to execute against the simplified mission standardization of key processes throughout the transparency and collaboration during the pandemic has created an environment in which our businesses can $725M outlined earlier. This framework will focus on employee safety and building the capabilities they need to be successful, no matter company and increased I&D learning opportunities. 2 Advocating for Ally Networks and Communities. where they are working, improving ways of working and grow together well into the future. FY 2020 investing in leadership development. This includes optimizing our Employee Resource Group PROGRAM SAVINGS (ERG) structure and increasing resources, refreshing TO-DATE We will increase our focus on our people and the key moments that our supplier diversity program while setting goals to make up the Campbell Employee Experience. The most critical increase spending, and providing $1.5 million in financial element of the Employee Experience is our inclusion and diversity support over three years to nonprofit organizations (I&D) vision: to build a company where all employees can be real to raise awareness, advance education and fight and feel safe, valued and supported to do their best work. In $560M September, we appointed Camille Pierce as Chief Culture Officer to lead our cultural and I&D efforts. We have introduced a new, holistic approach to transforming our culture. A workforce that is inclusive racism and discrimination. 3 Accountability. This includes continued transparency FY 2019 and diverse is a clear competitive advantage in the marketplace. It will require sustained effort to build capabilities, provide on our demographic data while building accountability of employees through performance objectives to PROG RAM SAVINGS build self-awareness and understanding of I&D concepts. TO-DATE appropriate resources and advocacy, and directly link to goals, metrics and accountability. We will also implement a manager 360-degree feedback and review program. Greater inclusion and diversity is a company-wide priority supported by an integrated plan with measurable goals and a strategic, multi-year approach that provides a steady drumbeat of actions. The Campbell Leadership Team is fully committed to this approach. 11


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    Financial Highlights (dollars in millions, except per share amounts) 2020 2019 Results of Operations Net sales $ 8,691 $ 8,107 Gross profit $ 2,999 $ 2,693 Percent of net sales 34.5% 33.2% Earnings before interest and taxes $ 1,107 $ 979 Earnings from continuing operations attributable to Campbell Soup Company $ 592 $ 474 Per share — diluted $ 1.95 $ 1.57 Earnings (loss) from discontinued operations $ 1,036 $ (263) Per share — diluted $ 3.41 $ (.87) Net earnings attributable to Campbell Soup Company $ 1,628 $ 211 Per share — diluted $ 5.36 $ .70 Other Information Net cash provided by operating activities $ 1,396 $ 1,398 Capital expenditures $ 299 $ 384 DELIVER ON THE PROMISE 4 Dividends per share $ 1.40 $ 1.40 OF OUR PURPOSE In 2020, Earnings from continuing operations attributable to Campbell Soup Company were impacted by the following: a restructuring charge and costs of $69 million ($52 million after tax, or $.17 per share) associated with restructuring and cost savings initiatives; losses of $121 million ($92 million after tax, or $.30 per share) associated with mark-to-market adjustments for defined benefit pension and postretirement plans; pension settlement charges of $43 million ($33 million after tax, or $.11 per share); a loss of $45 million ($35 million after tax, or $.12 per share) associated with the sale of our limited partnership interest in Acre Venture Partners, L.P.; a loss of $64 million ($37 million after tax, or $.12 per share) on the sale of the European chip business; and a loss of $75 million ($57 million after tax, or $.19 per share) on the extinguishment of debt. Everything we do is in the service of our purpose: Real food that For years, we have been advancing our work around sustainable In 2019, Earnings from continuing operations attributable to Campbell Soup Company were impacted by the following: a restructuring charge and costs of $121 million ($92 matters for life’s moments. Rooted in the beliefs of our founders, we agriculture, responsible sourcing and sustainable operations. To million after tax, or $.30 per share) associated with restructuring and cost savings initiatives; losses of $122 million ($93 million after tax, or $.31 per share) associated with have been making food that we are proud to serve in our own homes make an even greater impact, we are evolving our strategy to a more mark-to-market adjustments for defined benefit pension and postretirement plans; a pension settlement charge of $28 million ($22 million after tax, or $.07 per share); impairment charges of $16 million ($13 million after tax, or $.04 per share) related to the European chips business; and a tax charge of $2 million ($.01 per share) due to the since 1869. Our purpose holds truer in this moment than ever before as holistic approach with a focus on environmental, social and enactment of the Tax Cuts and Jobs Act that was signed into law in December 2017. we navigate a global pandemic that has impacted all of us. governance (ESG) opportunities. This approach will allow for See below for a reconciliation of the impact of these items on reported results. increased engagement across the organization and help us to The Campbell Soup Foundation will continue to focus on its mission of continue to meet the expectations of our consumers, customers, building healthy communities, with an emphasis on COVID-19 relief investors and other stakeholders. Reconciliation of GAAP and Non-GAAP Financial Measures and recovery to help our Campbell hometowns rebound from the social The following information is provided to reconcile certain non-GAAP financial measures disclosed in the preceding pages to reported Earnings from continuing operations. and economic impacts of the pandemic. 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. We believe that presenting certain non-GAAP financial measures facilitates comparison of our historical operating results and trends in our underlying operating results, and provides transparency on how we evaluate our business. For instance, we believe that financial information excluding In fiscal 2021, Campbell will complete a 10-year, $10 million initiative certain transactions not considered to reflect the ongoing operating results improves the comparability of year-to-year earnings results. Consequently, we believe that to improve the health of young people in Camden through its investors may be able to better understand our earnings results if these transactions are excluded from the results. FARM PHOTO Campbell’s Healthy Communities program focused on food access, nutrition education, physical activity and building public will in 2020 2019 Earnings % Change EPS % Change the community. The program has made notable improvements Earnings Diluted Earnings Diluted in Camden. We are now transitioning to the next phase of Impact EPS Impact Impact EPS Impact 2020/2019 2020/2019 that multi-year commitment, with the long-term goal of creating Earnings from continuing operations attributable In fiscal 2020, we achieved some notable sustainability wins. First, a school food environment in which all students have access to Campbell Soup Company, as reported $ 592 $ 1.95 $ 474 $ 1.57 we launched four new sustainable packaging commitments focused Restructuring charges, implementation to food that provides the nourishment they need to thrive and costs and other related costs 52 .17 92 .30 on packaging recyclability, recycled content, consumer education excel in their education. Pension and postretirement benefit and expanding access to recycling infrastructure. We advanced our mark-to-market adjustments 92 .30 93 .31 farmer engagement work in our tomato, wheat and potato supply Pension settlement charges 33 .11 22 .07 chains, and reached our wheat fertilizer optimization goal one year Investment losses 35 .12 - - ahead of schedule. Finally, we reduced the environmental footprint Charges associated with divestiture 37 .12 - - of our operations and advanced traceability of priority raw materials Loss on debt extinguishment 57 .19 - - Impairment charges - - 13 .04 along our supply chain. Tax reform - - 2 .01 As we build our new ESG strategy, we will continue to advance Adjusted Earnings from continuing operations attributable to Campbell Soup Company $ 898 $ 2.95 $ 696 $ 2.30 29% 28% these efforts, and others, and report on our progress in our annual Corporate Responsibility Report. The sum of the individual amounts does not add due to rounding. Campbell Soup Company 13


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    BOARD OF DIRECTORS CAMPBELL LEADERSHIP TEAM (As of September 2020) (as of September 2020) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Keith R. McLoughlin Mark A. Clouse* Chairman of Campbell Soup Company President and Chief Executive Officer Washington, D.C. 20549 Former Chief Executive Officer of AB Electrolux Form 10-K Mick J. Beekhuizen* _________________________________________________________________________________ Mark A. Clouse Executive Vice President and Chief Financial Officer ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) President and Chief Executive Officer of OF THE SECURITIES EXCHANGE ACT OF 1934 Campbell Soup Company Xavier F. Boza* For the Fiscal Year Ended Commission File Number Executive Vice President and Chief Human Resources Officer Fabiola R. Arredondo August 2, 2020 1-3822 Managing Partner of Siempre Holdings Adam G. Ciongoli* Executive Vice President and General Counsel Howard M. Averill Former Executive Vice President and Elizabeth M. M. Duggan Chief Financial Officer of Time Warner Inc. CAMPBELL SOUP COMPANY Senior Vice President, Transformation Office John P. (JP) Bilbrey Christopher D. Foley* Retired Chairman and Chief Executive Officer New Jersey 21-0419870 of The Hershey Company Executive Vice President and President, Meals & Beverages State of Incorporation I.R.S. Employer Identification No. Bennett Dorrance Robert J. Furbee* 1 Campbell Place Managing Director and Co-Founder of DMB Associates Executive Vice President, Global Supply Chain Camden, New Jersey 08103-1799 Principal Executive Offices Maria Teresa (Tessa) Hilado Valerie J. Oswalt* Telephone Number: (856) 342-4800 Former Executive Vice President and Executive Vice President and President, Campbell Snacks Securities registered pursuant to Section 12(b) of the Act: Chief Financial Officer of Allergan plc Title of Each Class Trading Symbol Name of Each Exchange on Which Registered Camille C. Pierce** Capital Stock, par value $.0375 CPB New York Stock Exchange Sarah Hofstetter Vice President and Chief Culture Officer President, Profitero Ltd. Securities registered pursuant to Section 12(g) of the Act: None Anthony J. Sanzio Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Marc B. Lautenbach Senior Vice President, Communications and Public Affairs þ Yes ☐ No President and Chief Executive Officer of Pitney Bowes Inc. Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. ☐ Yes þ No Craig S. Slavtcheff* Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Mary Alice D. Malone Executive Vice President, Chief R&D and Innovation Officer Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file President of Iron Spring Farm, Inc. such reports), and (2) has been subject to such filing requirements for the past 90 days. þ Yes ☐ No *Executive Officers Kurt T. Schmidt **Effective October 2020 Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be President and Chief Executive Officer of Cronos Group Inc. 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). þ Yes ☐ No Archbold D. van Beuren Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a Retired Senior Vice President of Campbell Soup Company 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. Large accelerated filer ☑ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☐ 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. ☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☑ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes þ No Based on the closing price on the New York Stock Exchange on January 24, 2020 (the last business day of the registrant’s most recently completed second fiscal quarter), the aggregate market value of capital stock held by non-affiliates of the registrant was approximately $ 9,425,850,414. There were 302,271,127 shares of capital stock outstanding as of September 16, 2020. Portions of the Registrant’s Proxy Statement for the 2020 Annual Meeting of Shareholders are incorporated by reference into Part III.


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    TABLE OF CONTENTS PART I This Report contains "forward-looking" statements within the meaning of the Private Securities Litigation Reform Act of 1995. PART I These forward-looking statements reflect our current expectations regarding our future results of operations, economic performance, financial condition and achievements. These forward-looking statements can be identified by words such as Item 1. Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 "anticipate," "believe," "estimate," "expect," "intend," "plan," "pursue," "strategy," "target," "will" and similar expressions. One Item 1A. Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 can also identify forward-looking statements by the fact that they do not relate strictly to historical or current facts, and may Item 1B. Unresolved Staff Comments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 reflect anticipated cost savings or implementation of our strategic plan. These statements reflect our current plans and Item 2. Properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 expectations and are based on information currently available to us. They rely on several assumptions regarding future events and estimates which could be inaccurate and which are inherently subject to risks and uncertainties. Risks and uncertainties Item 3. Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 include, but are not limited to, those discussed in "Risk Factors" and in the "Cautionary Factors That May Affect Future Item 4. Mine Safety Disclosures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 Results" in "Management’s Discussion and Analysis of Financial Condition and Results of Operations" in this Report. Our Information about our Executive Officers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 consolidated financial statements and the accompanying notes to the consolidated financial statements are presented in PART II "Financial Statements and Supplementary Data." Item 5. Market for Registrant’s Capital Stock, Related Shareholder Matters and Issuer Purchases of Item 1. Business Equity Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 Item 6. Selected Financial Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16 The Company Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations . . . 18 Unless otherwise stated, the terms "we," "us," "our" and the "company" refer to Campbell Soup Company and its Item 7A. Quantitative and Qualitative Disclosure about Market Risk . . . . . . . . . . . . . . . . . . . . . . . . . . 39 consolidated subsidiaries. Item 8. Financial Statements and Supplementary Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40 We are a manufacturer and marketer of high-quality, branded food and beverage products. We organized as a business corporation under the laws of New Jersey on November 23, 1922; however, through predecessor organizations, we trace our Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure . . . 89 heritage in the food business back to 1869. Our principal executive offices are in Camden, New Jersey 08103-1799. Item 9A. Controls and Procedures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 89 In 2018, we acquired Pacific Foods of Oregon, LLC and Snyder's-Lance, Inc. (Snyder's-Lance). See Note 4 to the Item 9B. Other Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 89 Consolidated Financial Statements for additional information on our recent acquisitions. PART III In 2019, we announced our plan to divest our Campbell Fresh operating segment and our international biscuits and snacks Item 10. Directors, Executive Officers and Corporate Governance . . . . . . . . . . . . . . . . . . . . . . . . . . . . 89 operating segment. In 2019, we sold our U.S. refrigerated soup business, our Garden Fresh Gourmet business and our Item 11. Executive Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 89 Bolthouse Farms business. Within our international biscuits and snacks operating segment, we completed the sale of our Kelsen Item 12. Security Ownership of Certain Beneficial Owners and Management and Related business on September 23, 2019. On December 23, 2019, we completed the sale of our Arnott’s business and certain other Shareholder Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 89 international operations, including the simple meals and shelf-stable beverages businesses in Australia and Asia Pacific (the Item 13. Certain Relationships and Related Transactions, and Director Independence . . . . . . . . . . . . . 90 Arnott’s and other international operations). In addition, on October 11, 2019, we completed the sale of our European chips Item 14. Principal Accounting Fees and Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 90 business. See Note 3 to the Consolidated Financial Statements for additional information on these divestitures. PART IV We used the net proceeds from the sales to reduce debt as described below in “Management’s Discussion and Analysis of Item 15. Exhibits and Financial Statement Schedules . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 90 Financial Condition and Results of Operations—Liquidity and Capital Resources.” To support our more focused portfolio, we are pursuing multi-year cost savings initiatives with targeted annualized cost savings of $850 million from continuing Item 16. Form 10-K Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 91 operations by the end of 2022, which includes $295 million in synergies and run-rate cost savings from our acquisition of Index to Exhibits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 92 Snyder's-Lance. See "Management's Discussion and Analysis of Financial Condition and Results of Operations" for additional Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 95 information regarding our cost savings initiatives. Our U.S. refrigerated soup business, our Garden Fresh Gourmet business and our Bolthouse Farms business were historically included in the Campbell Fresh segment. Beginning in the third quarter of 2019, we have reflected the results of operations of these businesses as discontinued operations in the Consolidated Statements of Earnings for all periods presented. A portion of the U.S. refrigerated soup business historically included in Campbell Fresh was retained and is now reported in Meals & Beverages. Beginning in the fourth quarter of 2019, we have reflected the results of operations of our 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. The assets and liabilities of these businesses have been reflected in assets and liabilities of discontinued operations in the Consolidated Balance Sheets as of July 28, 2019. These businesses were historically included in the Snacks reportable segment. The results of the European chips business through the date of sale were reflected in continuing operations within the Snacks reportable segment. Reportable Segments Our reportable segments are: • 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 2 3


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    • Snacks, which consists of Pepperidge Farm cookies, crackers, fresh bakery and frozen products in U.S. retail, Although we own a number of valuable patents, we do not regard any segment of our business as being dependent upon including Milano cookies and Goldfish crackers; and Snyder’s of Hanover pretzels, Lance sandwich crackers, Cape any single patent or group of related patents. In addition, we own copyrights, both registered and unregistered, proprietary trade Cod and Kettle Brand potato chips, Late July snacks, Snack Factory Pretzel Crisps, Pop Secret popcorn, Emerald nuts, secrets, technology, know-how, processes and other intellectual property rights that are not registered. and other snacking products in the U.S. and Canada. The segment includes the retail business in Latin America. This Competition segment also included the results of our European chips business, which was sold on October 11, 2019. We operate in a highly competitive industry and experience competition in all of our categories. This competition arises Through the fourth quarter of 2019, our retail business in Latin America was managed as part of the Meals & Beverages from numerous competitors of varying sizes across multiple food and beverage categories, and includes producers of private segment. Beginning in 2020, our business in Latin America is managed as part of the Snacks segment. See Note 7 to the label products, as well as other branded food and beverage manufacturers. Private label products are generally sold at lower Consolidated Financial Statements and "Management's Discussion and Analysis of Financial Condition and Results of prices than branded products. Competitors market and sell their products through traditional retailers and e-commerce. All of Operations" for additional information regarding our reportable segments. these competitors vie for trade merchandising support and consumer dollars. The number of competitors cannot be reliably Ingredients and Packaging estimated. Our principal areas of competition are brand recognition, taste, nutritional value, price, promotion, innovation, shelf space and customer service. The ingredients and packaging materials required for the manufacture of our food and beverage products are purchased from various suppliers, substantially all of which are located in North America. These items are subject to price fluctuations Working Capital from a number of factors, including climate change, changes in crop size, cattle cycles, herd and flock disease, crop disease, For information relating to our cash flows from operations and working capital items, see "Management’s Discussion and crop pests, product scarcity, pandemics, demand for raw materials, supplier capacities, commodity market speculation, energy Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources." costs, currency fluctuations, government-sponsored agricultural programs and other government policy, import and export requirements (including tariffs), drought and excessive rain, temperature extremes and other adverse weather events, water Capital Expenditures scarcity, scarcity of suitable agricultural land, scarcity of organic ingredients and other factors that may be beyond our control During 2020, our aggregate capital expenditures were $299 million. We expect to spend approximately $350 million for during the growing and harvesting seasons. To help reduce some of this price volatility, we use a combination of purchase capital projects in 2021. Major capital projects based on planned spend in 2021 include implementation of an SAP enterprise- orders, short- and long-term contracts, inventory management practices and various commodity risk management tools for most resource planning system for Snyder's-Lance, which was delayed from 2020 due to the COVID-19 pandemic, and a new of our ingredients and packaging. Ingredient inventories are generally at a peak during the late fall and decline during the winter manufacturing line for our snacks business. and spring. Since many ingredients of suitable quality are available in sufficient quantities only during certain seasons, we make Regulation commitments for the purchase of such ingredients in their respective seasons. In addition, certain of the materials required for the manufacture of our products, including steel and aluminum, have been or may be impacted by tariffs. Despite our ability to The manufacture and sale of consumer food products is highly regulated. In the U.S., our activities are subject to regulation source raw materials necessary to meet increased demand for our products, certain ingredients and packaging, including steel, by various federal government agencies, including the Food and Drug Administration, Department of Agriculture, Federal aluminum, glass, agricultural products, proteins and other commodities have been adversely impacted by the COVID-19 Trade Commission, Department of Labor, Department of Commerce and Environmental Protection Agency, as well as various pandemic. Although we are unable to predict the impact to our ability to source these materials in the future, we expect these state and local agencies. Our business is also regulated by similar agencies outside of the U.S. In addition, the current U.S. supply pressures to continue throughout 2021. For information on the impact of inflation, see "Management’s Discussion and administration has implemented and is considering tariffs on certain imported commodities, including steel and aluminum. In Analysis of Financial Condition and Results of Operations." response, other countries have adopted and/or are considering countervailing tariffs on imported food and agriculture products. Customers Environmental Matters In most of our markets, sales and merchandising activities are conducted through our own sales force and/or third-party We have requirements for the operation and design of our facilities that meet or exceed applicable environmental rules and brokers and distribution partners. Our products are generally resold to consumers through retail food chains, mass discounters, regulations. Of our $299 million in capital expenditures made during 2020, approximately $6 million were for compliance with mass merchandisers, club stores, convenience stores, drug stores, dollar stores, e-commerce and other retail, commercial and environmental laws and regulations in the U.S. We further estimate that approximately $13 million of the capital expenditures non-commercial establishments. Each of Pepperidge Farm and Snyder's-Lance also has a direct-store-delivery distribution anticipated during 2021 will be for compliance with U.S. environmental laws and regulations. We believe that continued model that uses independent contractor distributors. We make shipments promptly after acceptance of orders. In the second half compliance with existing environmental laws and regulations (both within the U.S. and elsewhere) will not have a material of 2020 we experienced increased demand in our retail businesses as the COVID-19 pandemic and related governmental effect on capital expenditures, earnings or our competitive position. In addition, we continue to monitor existing and pending restrictions resulted in a significant increase in at-home food consumption. We have taken steps, including modifying environmental laws and regulations within the U.S. and elsewhere relating to climate change and greenhouse gas emissions. production schedules and temporarily adjusting product mix, to increase our production capacity to meet the increased demand While the impact of these laws and regulations cannot be predicted with certainty, we do not believe that compliance with these for our retail products. Notwithstanding these efforts, we have been, and continue to be, unable to fulfill all orders we receive laws and regulations will have a material effect on capital expenditures, earnings or our competitive position. from our customers. For additional information on COVID-19 impacts, see “Management’s Discussion and Analysis of Seasonality Financial Condition and Results of Operations.” Demand for soup products is seasonal, with the fall and winter months usually accounting for the highest sales volume. Our five largest customers accounted for approximately 44% of our consolidated net sales from continuing operations in This year, due to the impact of the COVID-19 pandemic, demand for soup products was above normal levels during the spring 2020, 43% in 2019 and 46% in 2018. Our largest customer, Wal-Mart Stores, Inc. and its affiliates, accounted for and summer months. Demand for our other products is generally evenly distributed throughout the year. approximately 21% of our consolidated net sales from continuing operations in 2020, 20% in 2019 and 22% 2018. The Kroger Employees Co. and its affiliates accounted for approximately 9% of our consolidated net sales from continuing operations in 2020 and 2019, and 10% in 2018. Both of our reportable segments sold products to Wal-Mart Stores, Inc. or its affiliates and The Kroger On August 2, 2020, we had approximately 14,500 employees. Co. or its affiliates. No other customer accounted for 10% or more of our consolidated net sales. Websites Trademarks and Technology Our primary corporate website can be found at www.campbellsoupcompany.com. We make available free of charge at this As of September 16, 2020, we owned over 3,000 trademark registrations and applications in over 160 countries. We website (under the "Investor Center—Financial Information—SEC Filings" caption) all of our reports (including amendments) believe our trademarks are of material importance to our business. Although the laws vary by jurisdiction, trademarks generally filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, including our annual are valid as long as they are in use and/or their registrations are properly maintained and have not been found to have become report on Form 10-K, our quarterly reports on Form 10-Q and our current reports on Form 8-K. These reports are made generic. Trademark registrations generally can be renewed indefinitely as long as the trademarks are in use. We believe that our available on the website as soon as reasonably practicable after their filing with, or furnishing to, the Securities and Exchange principal brands, including Campbell's, Cape Cod, Chunky, Emerald, Goldfish, Kettle Brand, Lance, Late July, Milano, Pace, Commission. Pacific Foods, Pepperidge Farm, Plum, Pop Secret, Prego, Snack Factory Pretzel Crisps, Snyder's of Hanover, Spaghettios, All websites appearing in this Annual Report on Form 10-K are inactive textual references only, and the information in, or Swanson, and V8, are protected by trademark law in the major markets where they are used. accessible through, such websites is not incorporated into this Annual Report on Form 10-K, or into any of our other filings with the Securities and Exchange Commission. 4 5


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    Item 1A. Risk Factors These and other impacts of the COVID-19 pandemic could also have the effect of heightening many of the other risk In addition to the factors discussed elsewhere in this Report, the following risks and uncertainties could materially factors included below in this Item 1A. The ultimate impact depends on the severity and duration of the current COVID-19 adversely affect our business, financial condition and results of operations. Additional risks and uncertainties not presently pandemic and actions taken by governmental authorities and other third parties in response, each of which is uncertain, rapidly known to us or that we currently deem immaterial also may impair our business operations and financial condition. changing and difficult to predict. Any of these disruptions could adversely impact our business and results of operations. Operational Risk Factors We face significant competition in all our product categories, which may result in lower sales and margins The outbreak of COVID-19 and associated responses could adversely impact our business and results of operations We operate in the highly competitive food and beverage industry mainly in the North American market and experience competition in all of our categories. The principal areas of competition are brand recognition, taste, nutritional value, price, The COVID-19 pandemic has significantly impacted economic activity and markets throughout the world. In response, promotion, innovation, shelf space and customer service. A number of our primary competitors are larger than us and have governmental authorities have implemented numerous measures in an attempt to contain the virus, such as travel bans and substantial financial, marketing and other resources, and some of our competitors may spend more aggressively on advertising restrictions, quarantines, shelter-in-place orders and business shutdowns. Although our business has benefitted from some of and promotional activities than we do. In addition, reduced barriers to entry and easier access to funding are creating new these measures, the impact and associated responses of the COVID-19 pandemic could adversely impact our business and competition. A strong competitive response from one or more of these competitors to our marketplace efforts, or a continued results of operations in a number of ways, including but not limited to: shift towards private label offerings, could result in us reducing prices, increasing marketing or other expenditures, and/or • a shutdown of one or more of our manufacturing, warehousing or distribution facilities, or disruption in our supply losing market share, each of which may result in lower sales and margins. chain, including but not limited to, as a result of illness, government restrictions or other workforce disruptions; Our ability to compete also depends upon our ability to predict, identify, and interpret the tastes and dietary habits of • the failure of third parties on which we rely, including but not limited to, those that supply our packaging, ingredients, consumers and to offer products that appeal to those preferences. There are inherent marketplace risks associated with new equipment and other necessary operating materials, co-manufacturers and independent contractors, to meet their product or packaging introductions, including uncertainties about trade and consumer acceptance. If we do not succeed in obligations to us, or significant disruptions in their ability to do so; offering products that consumers want to buy, our sales and market share will decrease, resulting in reduced profitability. If we are unable to accurately predict which shifts in consumer preferences will be long-lasting, or are unable to introduce new and • a strain on our supply chain, which could result from continued increased retailer and consumer demand for our improved products to satisfy those preferences, our sales will decline. In addition, given the variety of backgrounds and products; identities of consumers in our consumer base, we must offer a sufficient array of products to satisfy the broad spectrum of • a disruption to our distribution capabilities or to our distribution channels, including those of our suppliers, contract consumer preferences. As such, we must be successful in developing innovative products across a multitude of product manufacturers, logistics service providers or independent distributors; categories. In addition, the COVID-19 pandemic has altered, and in some cases, delayed product innovation efforts. Finally, if we fail to rapidly develop products in faster-growing and more profitable categories, we could experience reduced demand for • reductions in the availability of one or more of our products as we prioritize the production of other products due to our products, or fail to expand margins. increased demand; We may not achieve our targeted cost savings, which may adversely affect our ability to grow margins • new or escalated government or regulatory responses in markets where we manufacture, sell or distribute our products, or in the markets of third parties on which we rely, could prevent or disrupt our business operations; We are pursuing multi-year cost savings initiatives with targeted annualized cost savings of $850 million for continuing operations by the end of 2022, which includes $295 million in synergies and run-rate cost savings from our acquisition of • continued commodity cost volatility, which may not be sufficiently offset by our commodity hedging activities; Snyder's-Lance. These initiatives require a substantial amount of management and operational resources. Our management team • a significant portion of our workforce, including our management team, could become unable to work as a result of must successfully execute the administrative and operational changes necessary to achieve the anticipated benefits of these illness, or the attention of our management team could be diverted if key employees become ill from COVID-19 and initiatives, including the integration of Snyder's-Lance in an efficient and effective manner. In some respects, our plans to unable to work; achieve these cost savings continue to be refined. See "Management's Discussion and Analysis of Financial Condition and • higher costs in certain areas such as front-line employee compensation and independent contractor payments, as well Results of Operation - Restructuring Charges and Cost Savings Initiatives" for additional information on these initiatives. We as incremental costs associated with newly added health screenings, temperature checks and enhanced cleaning and have recently delayed the implementation of system upgrades and certain other cost-saving and productivity initiatives due to sanitation protocols to protect our employees and product quality standards, which could continue or could increase in the COVID-19 pandemic. Continued disruptions and uncertainties related to the COVID-19 pandemic for a sustained period of these or other areas; time could result in additional delays or modifications to our strategic plans and other initiatives and hinder our ability to achieve our cost savings and productivity initiatives on the same timelines. These and related demands on our resources may • the temporary inability of consumers to purchase our products due to illness, quarantine or other travel restrictions, or financial hardship; or decrease in demand due to the easing of governmental authority restrictions and business divert the organization's attention from other business issues, have adverse effects on existing business relationships with closings; or decrease in pantry-loading activity; suppliers and customers and impact employee morale. Our success is partly dependent upon properly executing, and realizing cost savings or other benefits from, these often complex initiatives. Any failure to or delay in implementing our initiatives in • a change in demand for or availability of our products as a result of retailers, distributors, or carriers modifying their accordance with our plans could adversely affect our ability to grow margins. inventory, fulfillment or shipping practices; We may not be able to increase prices to fully offset increases in prices of raw and packaging materials or distribution • an inability to effectively modify our trade promotion and advertising activities to reflect changing consumer shopping costs habits due to, among other things, reduced in-store visits and travel restrictions; As a manufacturer of food and beverage products, the raw and packaging materials used in our business include tomato • a shift in consumer spending as a result of an economic downturn could result in consumers moving to private label or paste, grains, beef, poultry, dairy, potatoes and other vegetables, steel, aluminum, glass, paper and resin. Many of these lower price products; materials are subject to price fluctuations from a number of factors, including but not limited to changes in crop size, cattle • an increased reliance on our information technology systems due to many employees working remotely causing us to cycles, herd and flock disease, crop disease, crop pests, product scarcity, demand for raw materials, commodity market be increasingly subject to cyberattack; speculation, energy costs, currency fluctuations, supplier capacities, government-sponsored agricultural programs and other government policy, import and export requirements (including tariffs), drought and excessive rain, temperature extremes and • a continued decrease in demand at restaurants or other away from home dining establishments resulting from other adverse weather events, water scarcity, scarcity of suitable agricultural land, scarcity of organic ingredients, pandemic government restrictions and social distancing measures, which adversely affects our foodservice business; and illness (such as the COVID-19 pandemic) and other factors that may be beyond our control. Despite our ability to source raw • continued business disruptions and uncertainties related to the COVID-19 pandemic for a sustained period of time materials necessary to meet increased demand for our products, certain ingredients and packaging, including steel, aluminum, could result in additional delays or modifications to our strategic plans and other initiatives and hinder our ability to glass, agricultural products, proteins and other commodities have been adversely impacted by the COVID-19 pandemic. achieve anticipated cost savings and productivity initiatives on the original timelines. Although we are unable to predict the impact to our ability to source these materials in the future, we expect these supply pressures to continue into 2021. The cost of distribution decreased in 2020 due to a decline in transportation and logistics costs, driven by excess availability, warehousing efficiencies and lower fuel costs, however, we have experienced a recent increase in 6 7


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    transportation and logistics costs. We may not be able to offset any price increases through productivity or price increases or and World Health Organization, across all our supply chain facilities, including proper hygiene, enhanced sanitation, social through our commodity hedging activity. distancing, mask use, plexiglass dividers, and temperature screenings. Even with these measures, there is risk that COVID-19 may spread through our workforce. Illness, travel restrictions, absenteeism, or other workforce disruptions could negatively We try to pass along to customers some or all cost increases through increases in the selling prices of, or decreases in the affect our supply chain, manufacturing, distribution, or other business processes. We may face additional production disruptions packaging sizes of, some of our products. Higher product prices or smaller packaging sizes may result in reductions in sales in the future, which may place constraints on our ability to produce products in a timely manner or may increase our costs. volume. Consumers may be less willing to pay a price differential for our branded products and may increasingly purchase lower-priced offerings, or may forego some purchases altogether, during an economic downturn. To the extent that price We experienced increased demand for our products in the second half of 2020. Short-term or sustained increases in increases or packaging size decreases are not sufficient to offset these increased costs, and/or if they result in significant consumer demand at our retail customers may exceed our production capacity or otherwise strain our supply chain. Our failure decreases in sales volume, our business results and financial condition may be adversely affected. to meet the demand for our products could adversely affect our business and results of operations. We may be adversely impacted by a changing customer landscape and the increased significance of some of our We are actively monitoring the continued spread of the COVID-19 pandemic and its ongoing impact on our supply chain customers and operations, however we are unable to accurately predict the future impact that the COVID-19 pandemic will have due to various uncertainties, including the ultimate geographic spread of the virus, the severity of the virus, the duration of the Our businesses are largely concentrated in the traditional retail grocery trade, which has experienced slower growth than outbreak, and actions that may be taken by governmental authorities. other retail channels, such as dollar stores, drug stores, club stores and e-commerce retailers. We expect this trend away from traditional retail grocery to alternate channels to continue in the future. These alternative retail channels may also create If our food products become adulterated or are mislabeled, we might need to recall those items, and we may experience consumer price deflation, affecting our retail customer relationships and presenting additional challenges to increasing prices in product liability claims and damage to our reputation response to commodity or other cost increases. In addition, retailers with increased buying power and negotiating strength are We have in the past and we may, in the future, need to recall some of our products if they become adulterated or if they are seeking more favorable terms, including increased promotional programs and customized products funded by their suppliers. mislabeled, and we may also be liable if the consumption of any of our products causes sickness or injury to consumers. A These customers may also use more of their shelf space for their private label products, which are generally sold at lower prices widespread product recall could result in significant losses due to the costs of a recall, the destruction of product inventory, and than branded products. If we are unable to use our scale, marketing, product innovation and category leadership positions to lost sales due to the unavailability of product for a period of time. We could also suffer losses from a significant adverse respond to these customer dynamics, our business or financial results could be adversely impacted. product liability judgment. A significant product recall or product liability claim could also result in adverse publicity, damage In 2020, our five largest customers accounted for approximately 44% of our consolidated net sales from continuing to our reputation, and a loss of consumer confidence in the safety and/or quality of our products, ingredients or packaging. In operations, with the largest customer, Wal-Mart Stores, Inc. and its affiliates, accounting for approximately 21% of our addition, if another company recalls or experiences negative publicity related to a product in a category in which we compete, consolidated net sales from continuing operations. In addition, The Kroger Co. and its affiliates accounted for consumers might reduce their overall consumption of products in that category. approximately 9% of our consolidated net sales from continuing operations in 2020. There can be no assurance that our largest An impairment of the carrying value of goodwill or other indefinite-lived intangible assets could adversely affect our customers will continue to purchase our products in the same mix or quantities, or on the same terms as in the past. Disruption financial results and net worth of sales to any of these customers, or to any of our other large customers, for an extended period of time could adversely affect our business or financial results. As of August 2, 2020, we had goodwill of $3,986 million and other indefinite-lived intangible assets of $2,611 million. Goodwill and indefinite-lived intangible assets are initially recorded at fair value and not amortized, but are tested for Our results may be adversely impacted if consumers do not maintain their favorable perception of our brands impairment at least annually or more frequently if impairment indicators arise. We test goodwill at the reporting unit level by We have a number of iconic brands with significant value. Maintaining and continually enhancing the value of these brands comparing the carrying value of the net assets of the reporting unit, including goodwill, to the unit's fair value. Similarly, we is critical to the success of our business. Brand value is primarily based on consumer perceptions. Success in promoting and test indefinite-lived intangible assets by comparing the fair value of the assets to their carrying values. Fair value for both enhancing brand value depends in large part on our ability to provide high-quality products. Brand value could diminish goodwill and other indefinite-lived intangible assets is determined based on a discounted cash flow analysis. If the carrying significantly due to a number of factors, including consumer perception that we have acted in an irresponsible manner, adverse values of the reporting unit or indefinite-lived intangible assets exceed their fair value, the goodwill or indefinite-lived publicity about our products, packaging or ingredients (whether or not valid), our failure to maintain the quality of our products, intangible assets are considered impaired and reduced to fair value. Factors that could result in an impairment include a change the failure of our products to deliver consistently positive consumer experiences, or the products becoming unavailable to in revenue growth rates, operating margins, weighted average cost of capital, future economic and market conditions or consumers. The growing use of social and digital media by consumers increases the speed and extent that information and assumed royalty rates. We have experienced impairment charges in prior years. See "Significant Accounting Estimates" and opinions can be shared. Negative posts or comments about us, our brands, products or packaging on social or digital media Notes 3 and 6 to the Consolidated Financial Statements for additional information on such impairments. If current expectations could seriously damage our brands and reputation. If we do not maintain the favorable perception of our brands, our results for growth rates for sales and profits are not met, or other market factors and macroeconomic conditions that could be affected could be adversely impacted. by the COVID-19 pandemic or otherwise were to change, we may be required in the future to record additional impairment of the carrying value of goodwill or other indefinite-lived intangible assets, which could adversely affect our financial results and Disruption to our supply chain could adversely affect our business net worth. Our ability to manufacture and/or sell our products may be impaired by damage or disruption to our manufacturing, Our intellectual property rights are valuable, and any inability to protect them could reduce the value of our products warehousing or distribution capabilities, or to the capabilities of our suppliers, contract manufacturers, logistics service and brands providers or independent distributors. This damage or disruption could result from execution issues, as well as factors that are hard to predict or beyond our control such as increased temperatures due to climate change, water stress, extreme weather We consider our intellectual property rights, particularly our trademarks, to be a significant and valuable aspect of our events, natural disasters, product or raw material scarcity, fire, terrorism, pandemics (such as the COVID-19 pandemic), strikes, business. We protect our intellectual property rights through a combination of trademark, patent, copyright and trade secret cybersecurity breaches, government shutdowns, disruptions in logistics, supplier capacity constraints or other events. protection, contractual agreements and policing of third-party misuses of our intellectual property. Our failure to obtain or Commodity prices have become, and may continue to be, more volatile during the COVID-19 pandemic. Production of the adequately protect our intellectual property or any change in law that lessens or removes the current legal protections of our agricultural commodities used in our business may also be adversely affected by drought and excessive rain, temperature intellectual property may diminish our competitiveness and adversely affect our business and financial results. extremes and other adverse weather events, water scarcity, scarcity of suitable agricultural land, scarcity of organic ingredients, Competing intellectual property claims that impact our brands or products may arise unexpectedly. Any litigation or crop size, cattle cycles, herd and flock disease, crop disease and crop pests. Failure to take adequate steps to mitigate the disputes regarding intellectual property may be costly and time-consuming and may divert the attention of our management and likelihood or potential impact of such events, or to effectively manage such events if they occur, may adversely affect our key personnel from our business operations. We also may be subject to significant damages or injunctions against development, business or financial results, particularly in circumstances when a product is sourced from a single supplier or location. launch and sale of certain products. Any of these occurrences may harm our business and financial results. Disputes with significant suppliers, contract manufacturers, logistics service providers or independent distributors, including disputes regarding pricing or performance, may also adversely affect our ability to manufacture and/or sell our products, as well as our business or financial results. We have experienced minor temporary workforce disruptions in our supply chain as a result of the COVID-19 pandemic. We have implemented employee safety measures, which exceed guidance from the Centers for Disease Control and Prevention 8 9


  • Page 14

    We may be adversely impacted by increased liabilities and costs related to our defined benefit pension plans • the inability to achieve anticipated benefits, including revenues or other operating results; We sponsor a number of defined benefit pension plans for certain employees in the U.S. and certain non-U.S. locations. • operating costs of acquired businesses may be greater than expected; The major defined benefit pension plans are funded with trust assets invested in a globally diversified portfolio of securities and • the inability to promptly implement an effective control environment; and other investments. Changes in regulatory requirements or the market value of plan assets, investment returns, interest rates and mortality rates may affect the funded status of our defined benefit pension plans and cause volatility in the net periodic benefit • the risks inherent in entering markets or lines of business with which we have limited or no prior experience. cost, future funding requirements of the plans and the funded status as recorded on the balance sheet. A significant increase in In addition, during the first half of 2020, we completed the sale of our Kelsen business and the Arnott’s and other our obligations or future funding requirements could have a material adverse effect on our financial results. international operations, and we may undertake other divestitures in the future. Any other businesses we decide to divest in the We may be adversely impacted by a failure or security breach of our information technology systems future may depend in part on our ability to identify suitable buyers, negotiate favorable financial and other contractual terms Our information technology systems are critically important to our operations. We rely on our information technology and obtain all necessary regulatory approvals on the terms expected. Potential risks of divestitures may also include: systems (some of which are outsourced to third parties) to manage our data, communications and business processes, including • diversion of management's attention from other business concerns; our marketing, sales, manufacturing, procurement, logistics, customer service, accounting and administrative functions and the importance of such networks and systems has increased due to many of our employees working remotely as a result of the • loss of key suppliers and/or customers of divested businesses; COVID-19 pandemic. If we do not allocate and effectively manage the resources necessary to build, sustain and protect appropriate information technology systems, our business or financial results could be adversely impacted. Furthermore, our • the inability to separate divested businesses or business units effectively and efficiently from our existing business information technology systems are subject to attack or other security breaches (including the access to or acquisition of operations; and customer, consumer, employee or other confidential information), service disruptions or other system failures. If we are unable • the inability to reduce or eliminate associated overhead costs. to prevent or adequately respond to and resolve these breaches, disruptions or failures, our operations may be impacted, and we may suffer other adverse consequences such as reputational damage, litigation, remediation costs and/or penalties under various If we are unable to complete or realize the projected benefits of future acquisitions, divestitures or other strategic data protection laws and regulations. transactions, our business or financial results may be adversely impacted. To address the risks to our information technology systems and the associated costs, we maintain an information security program that includes updating technology and security policies, cyber insurance, employee training, and monitoring and Market Conditions and Other General Risk Factors routine testing of our information technology systems. We believe that these preventative actions provide adequate measures of We face risks related to recession, financial and credit market disruptions and other economic conditions protection against security breaches and generally reduce our cybersecurity risks. Although we have not experienced a material incident to date, there can be no assurance that these measures will prevent or limit the impact of a future incident. The cost to Customer and consumer demand for our products may be impacted by weak economic conditions, recession, equity market remediate damages to our information technology systems suffered as a result of a cyber attack could be significant. volatility or other negative economic factors in the U.S. or other nations. Similarly, disruptions in financial and/or credit markets, the risk of which has been heightened due to the COVID-19 pandemic, may impact our ability to manage normal In addition, in the event our suppliers or customers experience a breach or system failure, their businesses could be commercial relationships with our customers, suppliers and creditors and might cause us to not be able to continue to access disrupted or otherwise negatively affected, which may result in a disruption in our supply chain or reduced customer orders, which would adversely affect our business and financial results. We have also outsourced several information technology preferred sources of liquidity when we would like, and our borrowing costs could increase. The COVID-19 pandemic has support services and administrative functions to third-party service providers, and may outsource other functions in the future to increased volatility and pricing in the capital markets. We may not have access to preferred sources of liquidity when needed or achieve cost savings and efficiencies. If these service providers do not perform effectively due to breach or system failure, we on terms we find acceptable, and our borrowing costs could increase. An economic or credit crisis could occur and impair credit may not be able to achieve the expected benefits and our business may be disrupted. availability and our ability to raise capital when needed. A disruption in the financial markets may have a negative effect on our derivative counterparties and could impair our banking or other business partners, on whom we rely for access to capital and as We may not be able to attract and retain the highly skilled people we need to support our business counterparties to our derivative contracts. In addition, changes in tax or interest rates in the U.S. or other nations, whether due We depend on the skills and continued service of key personnel, including our experienced management team. In addition, to recession, economic disruptions or other reasons, may adversely impact us. our ability to achieve our strategic and operating goals depends on our ability to identify, hire, train and retain qualified The administering regulatory authority regulating the London Interbank Offered Rate (LIBOR) announced that it intends to individuals. We also compete with other companies both within and outside of our industry for talented personnel, and we may phase out LIBOR by the end of December 2021. Our variable rate debt and revolving credit facility use LIBOR as a benchmark lose key personnel or fail to attract, train and retain other talented personnel. Any such loss or failure may adversely affect our for establishing interest rates. While we expect to have paid off our variable-rate debt and replaced or renegotiated our business or financial results. In addition, activities related to identifying, recruiting, hiring and integrating qualified individuals revolving credit facility by the end of December 2021, we may incur additional indebtedness and/or negotiate new credit terms may require significant time and expense. We may not be able to locate suitable replacements for any key employees who that will rely on an alternative interest rate method to LIBOR. Any legal or regulatory changes made in response to LIBOR’s leave, or offer employment to potential replacements on reasonable terms, each of which may adversely affect our business and future discontinuance may result in, among other things, a sudden or prolonged increase or decrease in LIBOR, a delay in the financial results. We also recently streamlined our business into a two-division operating model, which could lead to publication of LIBOR, or changes in the rules or methodologies in LIBOR. In addition, alternative methods to LIBOR may not operational challenges and higher employee turnover. yet have been established by the end of December 2021, and the impact of such alternative methods may be impossible or Our results may be adversely affected by our inability to complete or realize the projected benefits of acquisitions, impracticable to determine. While we do not expect that the transition from LIBOR and risks related thereto will have a divestitures and other strategic transactions material adverse effect on our financing costs, it is still uncertain at this time. We have historically made strategic acquisition of brands and businesses and we may undertake additional acquisitions or Actions of activist shareholders could cause us to incur substantial costs, divert management's attention and resources, other strategic transactions in the future. Our ability to meet our objectives with respect to acquisitions and other strategic and have an adverse effect on our business transactions may depend in part on our ability to identify suitable counterparties, negotiate favorable financial and other We were the target of activist shareholder activities in 2019. If a new activist investor purchased our stock, our business contractual terms, obtain all necessary regulatory approvals on the terms expected and complete those transactions. Potential could be adversely affected because responding to proxy contests and reacting to other actions by activist shareholders can be risks also include: costly and time-consuming, disruptive to our operations and divert the attention of management and our employees. In addition, • the inability to integrate acquired businesses into our existing operations in a timely and cost-efficient manner, perceived uncertainties as to our future direction, strategy or leadership created as a consequence of activist shareholder including implementation of enterprise-resource planning systems; initiatives may result in the loss of potential business opportunities, harm our ability to attract new investors, customers, employees, suppliers and other strategic partners, and cause our share price to experience periods of volatility or stagnation. • diversion of management's attention from other business concerns; • potential loss of key employees, suppliers and/or customers of acquired businesses; • assumption of unknown risks and liabilities; 10 11


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    Legal and Regulatory Risk Factors Item 2. Properties We may be adversely impacted by legal and regulatory proceedings or claims Our principal executive offices are company-owned and located in Camden, New Jersey. The following table sets forth our We are a party to a variety of legal and regulatory proceedings and claims arising out of the normal course of business. See principal manufacturing facilities and the business segment that primarily uses each of the facilities: Note 20 to the Consolidated Financial Statements for information regarding reportable legal proceedings. Since these actions Inside the U.S. are inherently uncertain, there is no guarantee that we will be successful in defending ourselves against such proceedings or Arizona Indiana Pennsylvania claims, or that our assessment of the materiality or immateriality of these matters, including any reserves taken in connection Goodyear (S) Jeffersonville (S) Denver (S) with such matters, will be consistent with the ultimate outcome of such proceedings or claims. In particular, the marketing of food products has come under increased scrutiny in recent years, and the food industry has been subject to an increasing California Massachusetts Downingtown (S) number of proceedings and claims relating to alleged false or deceptive marketing under federal, state and foreign laws or Dixon (MB) Hyannis (S) Hanover (S) regulations. Additionally, the independent contractor distribution model, which is used by Pepperidge Farm and Snyder’s- Stockton (MB) North Carolina Texas Lance, has also come under increased regulatory scrutiny. Our independent contractor distribution model has also been the Connecticut Charlotte (S) Paris (MB) subject of various class and individual lawsuits in recent years. In the event we are unable to successfully defend ourselves against these proceedings or claims, or if our assessment of the materiality of these proceedings or claims proves inaccurate, our Bloomfield (S) Maxton (MB) Utah business or financial results may be adversely affected. In addition, our reputation could be damaged by allegations made in Florida Ohio Richmond (S) proceedings or claims (even if untrue). Furthermore, actions we have taken or may take, or decisions we have made or may Lakeland (S) Ashland (S) Wisconsin make, as a consequence of the COVID-19 pandemic, may result in investigations, legal claims or litigation against us. Georgia Napoleon (MB) Beloit (S) Increased regulation or changes in law could adversely affect our business or financial results Columbus (S) Willard (S) Franklin (S) The manufacture and marketing of food products is extensively regulated. Various laws and regulations govern the Illinois Oregon Milwaukee (MB) processing, packaging, storage, distribution, marketing, advertising, labeling, quality and safety of our food products, as well as Downers Grove (S) Salem (S) the health and safety of our employees and the protection of the environment. In the U.S., we are subject to regulation by various federal government agencies, including but not limited to the Food and Drug Administration, the Department of Tualatin (MB) Agriculture, the Federal Trade Commission, the Occupational Safety and Health Administration and the Environmental ______________________________ Protection Agency, as well as various state and local agencies. We are also regulated by similar agencies outside the U.S. MB - Meals & Beverages Governmental and administrative bodies within the U.S. are considering a variety of tax, trade and other regulatory S - Snacks reforms. Trade reforms include tariffs on certain materials used in the manufacture of our products and tariffs on certain Each of the foregoing manufacturing facilities is company-owned, except the Tualatin, Oregon facility, which is leased. We finished products. We regularly move data across national and state borders to conduct our operations and, consequently, are also maintain principal business unit offices in Charlotte, North Carolina; Doral, Florida; Hanover, Pennsylvania; Norwalk, subject to a variety of laws and regulations in the U.S. and other jurisdictions regarding privacy, data protection, and data Connecticut; Tualatin, Oregon; and Mississauga, Canada. security, including those related to the collection, storage, handling, use, disclosure, transfer, and security of personal data. There is significant uncertainty with respect to compliance with such privacy and data protection laws and regulations because We also own and lease distribution centers across the U.S. We believe that our manufacturing and processing plants and they are continuously evolving and developing and may be interpreted and applied differently from country to country and state distribution centers are well maintained and, together with facilities operated by our contract manufacturers, are generally to state and may create inconsistent or conflicting requirements. adequate to support the current operations of the businesses. Changes in legal or regulatory requirements (such as new food safety requirements and revised regulatory requirements for Item 3. Legal Proceedings the labeling of nutrition facts, serving sizes and genetically modified ingredients), or evolving interpretations of existing legal or Information regarding reportable legal proceedings is contained in Note 20 to the Consolidated Financial Statements and regulatory requirements, may result in increased compliance cost, capital expenditures and other financial obligations that could incorporated herein by reference. adversely affect our business and financial results. Item 4. Mine Safety Disclosures Item 1B. Unresolved Staff Comments Not applicable. None. 12 13


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    Information about our Executive Officers The following graph compares the cumulative total shareholder return (TSR) on our stock with the cumulative total return of the Standard & Poor’s 500 Stock Index (the S&P 500) and the Standard & Poor’s Packaged Foods Index (the S&P Packaged The section below provides information regarding our executive officers as of September 16, 2020: Foods Group). The graph assumes that $100 was invested on July 31, 2015, in each of our stock, the S&P 500 and the S&P Year First Packaged Foods Group, and that all dividends were reinvested. The total cumulative dollar returns shown on the graph Appointed represent the value that such investments would have had on August 2, 2020. Executive Name, Present Title & Business Experience Age Officer 200 Mick J. Beekhuizen, Executive Vice President and Chief Financial Officer. Executive Vice President and Chief Financial Officer, Chobani LLC (2016-2019). Executive Vice President and Chief Financial 44 2020 Officer, Education Management Corporation (2013-2016). 175 Xavier F. Boza, Executive Vice President and Chief Human Resources Officer. Vice President, Human 150 Resources of Campbell Soup Company (2015-2018). Regional Vice President, Human Resources of 56 2018 Kellogg Company (2013-2015). 125 DOLLARS Adam G. Ciongoli, Executive Vice President and General Counsel. Executive Vice President and General 52 2015 Counsel of Lincoln Financial Group (2012-2015). 100 Mark A. Clouse, President and Chief Executive Officer. Chief Executive Officer of Pinnacle Foods, Inc. (2016-2018). Chief Commercial Officer (2016) and Executive Vice President and Chief Growth Officer 52 2019 75 (2014-2016) of Mondelez International, Inc. Christopher D. Foley, Executive Vice President and President, Meals & Beverages. We have employed 50 48 2019 Mr. Foley in an executive or managerial capacity for at least five years. 25 Robert J. Furbee, Executive Vice President, Global Supply Chain. We have employed Mr. Furbee in an 58 2017 executive or managerial capacity for at least five years. 0 Valerie J. Oswalt, Executive Vice President and President, Campbell Snacks. Chief Executive Officer, 2015 2016 2017 2018 2019 2020 Century Snacks (2018-2020). President, Mondelez North America Confections (2017-2018). President, 47 2020 Mondelez North America Sales (2015-2017). Campbell S&P 500 S&P Packaged Foods Group Craig S. Slavtcheff, Executive Vice President, Chief R&D and Innovation Officer. We have employed 53 2019 Mr. Slavtcheff in an executive or managerial capacity for at least five years. * Stock appreciation plus dividend reinvestment. 2015 2016 2017 2018 2019 2020 PART II Campbell . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100 129 112 90 93 116 Item 5. Market for Registrant’s Capital Stock, Related Shareholder Matters and Issuer Purchases of Equity Securities S&P 500 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100 106 123 143 156 172 Market for Registrant’s Capital Stock S&P Packaged Foods Group . . . . . . . . . . . . . . . . . . . . . . . . . . . 100 117 110 103 113 123 Our capital stock is traded on the New York Stock Exchange under the symbol "CPB." On September 16, 2020, there were Issuer Purchases of Equity Securities 16,868 holders of record of our capital stock. None. Return to Shareholders* Performance Graph The information contained in this Return to Shareholders Performance Graph section shall not be deemed to be "soliciting material" or "filed" or incorporated by reference in future filings with the Securities and Exchange Commission, or subject to the liabilities of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), except to the extent we specifically incorporate it by reference into a document filed under the Securities Exchange Act of 1933, as amended, or the Exchange Act. 14 15


  • Page 17

    Item 6. Selected Financial Data sale of the Kelsen business and the Arnott's and other international operations (collectively referred to as Campbell Fiscal Year 2020(1) 2019(2) 2018(3) 2017(4) 2016(5) International). (2) (Millions, except per share amounts) The 2019 earnings from continuing operations attributable to Campbell Soup Company were impacted by the following: a Summary of Operations restructuring charge and costs of $92 million ($.30 per share) associated with restructuring and cost savings initiatives; impairment charges of $13 million ($.04 per share) related to the European chips business; a pension settlement charge of Net sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 8,691 $ 8,107 $ 6,615 $ 5,837 $ 5,868 $22 million ($.07 per share); losses of $93 million ($.31 per share) associated with mark-to-market adjustments for defined Earnings before interest and taxes . . . . . . . . . . . . . . . . . . . . . . . . . 1,107 979 1,010 1,431 865 benefit pension and postretirement plans; and a tax charge of $2 million ($.01 per share) due to the enactment of the Tax Earnings before taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 766 625 830 1,316 751 Cuts and Jobs Act that was signed into law in December 2017 (the Act). Loss from discontinued operations was impacted Earnings from continuing operations . . . . . . . . . . . . . . . . . . . . . . . 592 474 724 924 509 by the following: impairment charges of $275 million ($.91 per share) related to Campbell Fresh; expenses of $51 million ($.17 per share) associated with the sale process of the businesses in Campbell Fresh, including losses on the sale of the Earnings (loss) from discontinued operations . . . . . . . . . . . . . . . . 1,036 (263) (463) (37) 54 businesses, and on deferred tax assets that were not realizable; impairment charges of $12 million ($.04 per share) related Net earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,628 211 261 887 563 to Kelsen; costs of $10 million ($.03 per share) associated with the planned divestiture of Campbell International; and Net earnings attributable to Campbell Soup Company . . . . . . . . . 1,628 211 261 887 563 losses of $9 million ($.03 per share) associated with mark-to-market adjustments for defined benefit pension plans. (3) Financial Position The 2018 earnings from continuing operations attributable to Campbell Soup Company were impacted by the following: a Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 12,372 $ 13,148 $ 14,529 $ 7,726 $ 7,837 restructuring charge and costs of $132 million ($.44 per share) associated with restructuring and cost savings initiatives; gains of $100 million ($.33 per share) associated with mark-to-market adjustments for defined benefit pension and Total debt(6) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,196 8,712 9,894 3,536 3,533 postretirement plans; impairment charges of $41 million ($.14 per share) related to the Plum trademark; transaction and Total equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,569 1,112 1,373 1,645 1,533 integration costs of $73 million ($.24 per share) associated with the acquisition of Snyder's-Lance; a net tax benefit of $126 Per Share Data million ($.42 per share) due to the enactment of the Act; and a loss of $15 million ($.05 per share) related to the settlement Earnings from continuing operations attributable to Campbell of a legal claim. Loss from discontinued operations was impacted by the following: a restructuring charge and costs of $4 Soup Company - basic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1.96 $ 1.57 $ 2.41 $ 3.03 $ 1.65 million ($.01 per share) associated with restructuring and cost savings initiatives; impairment charges of $571 million Earnings from continuing operations attributable to Campbell ($1.89 per share) related to the Bolthouse Farms refrigerated beverages and salad dressings reporting unit, the deli Soup Company - assuming dilution . . . . . . . . . . . . . . . . . . . . . . . . 1.95 1.57 2.40 3.01 1.64 reporting unit, and the Bolthouse Farms carrot and carrot ingredients reporting unit; and gains of $3 million ($.01 per share) associated with mark-to-market and curtailment adjustments for defined benefit pension plans. Net earnings attributable to Campbell Soup Company - basic . . . . 5.39 .70 .87 2.91 1.82 (4) The 2017 earnings from continuing operations attributable to Campbell Soup Company were impacted by the following: a Net earnings attributable to Campbell Soup Company - assuming restructuring charge and costs of $30 million ($.10 per share) associated with restructuring and cost savings initiatives; dilution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5.36 .70 .86 2.89 1.81 gains of $100 million ($.33 per share) associated with mark-to-market adjustments for defined benefit pension and Dividends declared . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.40 1.40 1.40 1.40 1.248 postretirement plans; and a tax benefit of $52 million ($.17 per share) primarily associated with the sale of intercompany Other Statistics notes receivable to a financial institution. Loss from discontinued operations were impacted by the following: a Capital expenditures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 299 $ 384 $ 407 $ 338 $ 341 restructuring charge and costs of $7 million ($.02 per share) associated with restructuring and cost savings initiatives; impairment charges of $180 million ($.59 per share) related to the intangible assets of the Bolthouse Farms carrot and Weighted average shares outstanding - basic . . . . . . . . . . . . . . . . . 302 301 301 305 309 carrot ingredients reporting unit and the Garden Fresh Gourmet reporting unit; a reduction to interest expense of $4 million Weighted average shares outstanding - assuming dilution . . . . . . . 304 302 302 307 311 ($.01 per share) primarily associated with the sale of intercompany notes receivable to a financial institution; and gains of ____________________________________ $16 million ($.05 per share) associated with mark-to-market adjustments for defined benefit pension plans. (5) (All per share amounts below are on a diluted basis) The 2016 earnings from continuing operations attributable to Campbell Soup Company were impacted by the following: a restructuring charge and costs of $49 million ($.16 per share) associated with restructuring and cost savings initiatives; and In February 2016, the Financial Accounting Standards Board (FASB) issued guidance that amends accounting for leases. In losses of $187 million ($.60 per share) associated with mark-to-market adjustments for defined benefit pension and July 2018, the FASB issued an adoption approach that allows entities to apply the new guidance and recognize a cumulative- postretirement plans. Earnings from discontinued operations were impacted by the following: impairment charges of $127 effect adjustment to the opening balance of retained earnings in the period of adoption without restating prior periods. We million ($.41 per share) related to the intangible assets of the Bolthouse Farms carrot and carrot ingredients reporting unit; adopted the guidance in 2020 using this transition method. losses of $13 million ($.04 per share) associated with mark-to-market adjustments for defined benefit pension plans; and a In May 2014, the FASB issued revised guidance on the recognition of revenue from contracts with customers. We adopted the gain of $25 million ($.08 per share) associated with a settlement of a claim related to the Kelsen acquisition. guidance in 2019 using the modified retrospective method. (6) Total debt includes debt related to discontinued operations. In 2019, debt related to discontinued operations was $238 In March 2017, the FASB issued guidance that changes the presentation of net periodic pension cost and net periodic million. postretirement benefit cost. The guidance also allows only the service cost component to be eligible for capitalization when applicable (for example, as a cost of internally manufactured inventory). We adopted the guidance in 2018 and retrospectively Selected Financial Data should be read in conjunction with the Notes to Consolidated Financial Statements. adjusted prior periods. In March 2016, the FASB issued guidance that amends accounting for share-based payments, including the accounting for income taxes, forfeitures, and statutory withholding requirements, as well as classification in the statement of cash flows. We adopted the guidance in 2017 and retrospectively adjusted prior periods. The 2020 fiscal year consisted of 53 weeks. All other periods had 52 weeks. (1) The 2020 earnings from continuing operations attributable to Campbell Soup Company were impacted by the following: a restructuring charge and costs of $52 million ($.17 per share) associated with restructuring and cost savings initiatives; losses of $92 million ($.30 per share) associated with mark-to-market adjustments for defined benefit pension and postretirement plans; pension settlement charges of $33 million ($.11 per share); a loss of $35 million ($.12 per share) associated with the sale of our limited partnership interest in Acre Venture Partners, L.P.; a loss of $37 million ($.12 per share) on the sale of the European chips business; and a loss of $57 million ($.19 per share) on the extinguishment of debt. Earnings from discontinued operations were impacted by net gains of $1,000 million ($3.29 per share) associated with the 16 17


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    Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations Strategy OVERVIEW Our strategy is to deliver profitable growth by focusing on our core brands in two divisions within North America while This Management’s Discussion and Analysis of Financial Condition and Results of Operations is provided as a supplement delivering on the promise of our purpose - Real food that matters for life’s moments. Our strategic plan is based on four pillars: to, and should be read in conjunction with, our consolidated financial statements and the accompanying notes to the create a profitable growth model; fuel investments and margins with targeted cost savings; build a winning team and culture; consolidated financial statements presented in "Financial Statements and Supplementary Data," as well as the information and deliver on the promise of our purpose all as further discussed below. contained in "Risk Factors." We plan to continue to build upon our consumer and customer engagement models, which we believe will enhance our Unless otherwise stated, the terms "we," "us," "our" and the "company" refer to Campbell Soup Company and its profitable growth model. We plan to do this through the development of more consumer-oriented product quality, marketing consolidated subsidiaries. and innovation plans and prioritizing channels and retailers within our defined portfolio roles. In addition, we expect to continue to focus on the growth of our snacks business while also investing in U.S. soup and our other core brands. Executive Summary We also expect to continue pursuing our multi-year cost savings initiatives with targeted annualized cost savings of $850 We are a manufacturer and marketer of high-quality, branded food and beverage products. We operate in a highly million for continuing operations by the end of 2022, which includes $295 million in synergies and run-rate cost savings from competitive industry and experience competition in all of our categories. our acquisition of Snyder's-Lance, Inc. (Snyder's-Lance). We expect to achieve these additional savings with continued network 2020 illustrated the importance of a focused strategic plan and a dynamic team as we faced the unprecedented challenges of optimization, organization consolidation and integration, procurement savings and incremental savings opportunities across the COVID-19 pandemic. The year can be viewed in two clear and separate halves. The first half of 2020 was a period of several cost categories. See "Restructuring Charges and Cost Savings Initiatives" for additional information on these initiatives. steady execution against our strategic roadmap. We began the year focused on strengthening our brand powerhouse, with two We also plan to focus on building a winning team and culture by improving our employee experience, advancing our distinct divisions concentrated in North America: Meals & Beverages and Snacks; each home to strong portfolios of products. inclusion and diversity strategy and investing in strategic capabilities that support our core brands in North America. In We kicked off our “Win in Soup” strategic plan and completed our planned divestitures of our Campbell International and addition, we plan to continue to deliver on the promise of our purpose with consumer transparency initiatives, progress on our European chips business, using the proceeds to reduce our leverage while implementing a new operating model to optimize sustainability goals and strengthening our connection to the communities in which we operate. growth and profitability. The groundwork we established in the first half of 2020 served as a springboard for the business into the second half of the year, when progress against our strategy accelerated as a result of the COVID-19 pandemic. Business Trends With the spread of the COVID-19 pandemic in North America during the second half of 2020, we experienced Our businesses are being influenced by a variety of trends that we anticipate will continue in the future, including: significantly higher sales for our retail products in both our Meals & Beverages and Snacks segments, especially in retail chains changing consumer preferences; a competitive and dynamic retail environment; and cost inflation. and large grocery supermarkets. This result was attributable to a change in retail demand, as consumers significantly increased Our strategy is designed, in part, to capture growing consumer preferences for snacking and convenience. For example, we their current food purchases for at-home consumption, which more than offset the declines in our foodservice business during believe that consumers are changing their eating habits by increasing the type and frequency of snacks they consume. We also the same period. We also saw elevated repeat purchase rates and new buyers of our products, especially in our soup business. expect consumers to continue to seek products that they associate with health and well-being, including naturally functional and The higher sales trends of our retail products may lessen or reverse in 2021 if customers or consumers alter their purchasing organic foods as well as plant-based foods. habits. Retailers continue to use their buying power and negotiating strength to seek increased promotional programs funded by In response to increased demand for our retail products during the second half of 2020, we have taken steps, including their suppliers and more favorable terms, including increased promotional programs and customized products funded by their modifying production schedules and temporarily adjusting product mix, to increase our production capacity to meet the suppliers. Any consolidations among retailers would continue to create large and sophisticated customers that may further this increased demand for our retail products. During the second half of 2020, we also experienced higher costs in certain areas such trend. Retailers also continue to grow and promote store brands that compete with branded products, while other challenger as front-line employee compensation and independent contractor payments, as well as incremental costs associated with newly brands drive innovation and engagement that threatens our market share. added health screenings, temperature checks and enhanced cleaning and sanitation protocols to protect our employees and product quality standards, which may continue or increase in 2021. The spread of the COVID-19 pandemic in North America has led to shifts in the growth of the retail channels in which we sell our products. Our businesses are largely concentrated in the traditional retail grocery trade, which prior to the pandemic, Overall, we benefited from increased product demand and favorable product mix as we leveraged our supply chain assets had experienced slower growth than other retail channels, such as dollar stores, drug stores, club stores and e-commerce to respond to the impact of the pandemic. Consequently, our full-year results significantly exceeded our initial annual targets retailers. The COVID-19 pandemic has shifted growth back to the traditional grocery trade. Although there is significant for net sales and earnings from continuing operations. uncertainty as to how the retail channels will perform in the future, we anticipate that the growth of e-commerce, including In 2019, we sold our U.S. refrigerated soup business, our Garden Fresh Gourmet business and our Bolthouse Farms omnichannel click and collect models, as well as alternative retail channels, such as club and dollar stores, to continue. business. Beginning in the third quarter of 2019, we have reflected the results of operations of these businesses as discontinued The spread of the COVID-19 pandemic also resulted in increased demand for our retail products, as consumers operations in the Consolidated Statements of Earnings for all periods presented. These businesses were historically included in significantly increased their current food purchases for at-home consumption. In response to increased demand for our retail the Campbell Fresh reportable segment. A portion of the U.S. refrigerated soup business historically included in Campbell products during the second half of 2020, we have taken steps, including modifying production schedules and temporarily Fresh was retained and is now reported in Meals & Beverages. adjusting product mix, to increase our production capacity to meet the increased demand for our retail products. The continued As discussed above, we completed the sale of our Kelsen business on September 23, 2019. On December 23, 2019, we spread of the COVID-19 pandemic and any resulting government stay-at-home orders in the United States in 2021 may completed the sale of our Arnott’s business and certain other international operations, including the simple meals and shelf- continue to drive consumer demand for our products, which may be in excess of our ability to supply. In mitigating supply stable beverages businesses in Australia and Asia Pacific (the Arnott's and other international operations). Beginning in the chain risks associated with the COVID-19 pandemic, we experienced higher costs in certain areas such as front-line employee fourth quarter of 2019, we have reflected the results of operations of the Kelsen business and the Arnott’s and other compensation and independent contractor payments, as well as incremental costs associated with newly added health international operations (collectively referred to as Campbell International) as discontinued operations in the Consolidated screenings, temperature checks and enhanced cleaning and sanitation protocols to protect our employees and product quality Statements of Earnings for all periods presented. These businesses were historically included in the Snacks reportable segment. standards, which may continue or increase in 2021. In addition, on October 11, 2019, we completed the sale of our European chips business. The results of the European chips The cost of distribution decreased in 2020 due to a decline in transportation and logistics costs, driven by excess business through the date of sale were reflected in continuing operations within the Snacks reportable segment. See Notes 3 and availability, warehousing efficiencies and lower fuel costs, however, we have experienced a recent increase in transportation 7 to the Consolidated Financial Statements for additional information on these divestitures and reportable segments. and logistics costs. Despite our ability to source raw materials necessary to meet increased demand for our products, certain Through the fourth quarter of 2019, our retail business in Latin America was managed as part of the Meals & Beverages ingredients and packaging, including steel, aluminum, glass, agricultural products, proteins and other commodities have been segment. Beginning in 2020, our business in Latin America is managed as part of the Snacks segment. Segment results have adversely impacted by the COVID-19 pandemic. Although we are unable to predict the impact to our ability to source these been adjusted to conform to the current presentation. materials in the future with any certainty, we expect these supply pressures to continue into 2021. 18 19


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    Summary of Results • In 2019, we recorded a tax charge of $2 million ($.01 per share) related to a transition tax on unremitted foreign earnings under the enactment of the Tax Cuts and Jobs Act (the Act). See Note 13 to the Consolidated Financial This Summary of Results provides significant highlights from the discussion and analysis that follows. Statements and "Taxes on Earnings" for additional information; and There were 53 weeks in 2020. There were 52 weeks in 2019 and 2018. • In the fourth quarter of 2019, we performed an assessment on the assets within the European chips business and • Net sales increased 7% in 2020 to $8,691 million, primarily due to gains in Meals & Beverages and Snacks. The 53rd recorded a non-cash impairment charge of $16 million ($13 million after tax, or $.04 per share) on intangible assets in week contributed 2 points of growth, which was mostly offset by the impact of the divestiture of the European chips Other expenses / (income). See Note 6 to the Consolidated Financial Statements for additional information. business. As a result of COVID-19, net sales accelerated in our retail products in the second half of 2020 with Discontinued Operations increased demand of food purchases for at-home consumption, partly offset by declines in foodservice as a result of shifts in consumer behavior and continued COVID-19 restrictions. • In 2020, we recognized pre-tax net gains of $1,039 million ($1,000 million after tax, or $3.29 per share) associated with the sale of Campbell International. In 2019, we incurred pre-tax expenses of $32 million associated with the sale • Gross profit, as a percent of sales, increased to 34.5% in 2020 from 33.2% a year ago. The increase was primarily due process of Campbell Fresh, including transaction costs. In addition, we recorded tax expense of $29 million as deferred to supply chain productivity improvements, cost savings initiatives, favorable product mix and operating leverage, tax assets on Bolthouse Farms were not realizable. The aggregate impact was $51 million after tax, or $.17 per share. partly offset by cost inflation and other supply chain costs, including the impact of COVID-19. In 2019, we also incurred costs of $12 million ($10 million after tax, or $.03 per share) associated with the planned • Interest expense decreased to $345 million in 2020 from $356 million a year ago. The current year included a loss of divestiture of Campbell International. The total aggregate impact was $61 million after tax, or $.20 per share; $75 million related to extinguishment of debt. After adjusting for this item, interest expense declined primarily due to • In 2019, we recognized losses of $12 million ($9 million after tax, or $.03 per share) associated with mark-to-market lower levels of debt and lower average interest rates on the debt portfolio. adjustments for defined benefit pension plans; and • Earnings from continuing operations per share were $1.95 in 2020, compared to $1.57 a year ago. The current and • In the fourth quarter of 2019, as part of our annual review of intangible assets, we recognized a non-cash impairment prior year included expenses of $1.01 and $.74 per share, respectively, from items impacting comparability as charge of $7 million on a trademark and $10 million on goodwill in Kelsen due to a lower long-term outlook for sales discussed below. and the pending sale of the business. The aggregate impact was $17 million ($12 million after tax, or $.04 per share). • Earnings from discontinued operations per share were $3.41 in the 2020, compared to a Loss per share of $.87 a year In the second quarter of 2019, interim impairment assessments were performed on the intangible and tangible assets ago. The current year included gains of $3.29 and the prior year included expenses of $1.18 per share from items within Campbell Fresh, which included Garden Fresh Gourmet, Bolthouse Farms carrot and carrot ingredients and impacting comparability as discussed below. Bolthouse Farms refrigerated beverages and salad dressings, as we continued to pursue the divestiture of these Net Earnings attributable to Campbell Soup Company - 2020 Compared with 2019 businesses. We revised our future outlook for earnings and cash flows for each of these businesses as the divestiture The following items impacted the comparability of net earnings and net earnings per share: process progressed. We recorded non-cash impairment charges of $104 million on the tangible assets and $73 million on the intangible assets of Bolthouse Farms carrot and carrot ingredients; $96 million on the intangible assets and $9 Continuing Operations million on the tangible assets of Bolthouse Farms refrigerated beverages and salad dressings; and $62 million on the • In 2020, we recognized losses of $121 million in Other expenses / (income) ($92 million after tax, $.30 per share) intangible assets and $2 million on the tangible assets of Garden Fresh Gourmet. The aggregate impact of the associated with mark-to-market adjustments for defined benefit pension and postretirement plans. In 2019, we impairment charges was $346 million ($264 million after tax, or $.87 per share). recognized losses of $122 million in Other expenses / (income) ($93 million after tax, or $.31 per share) associated In the first quarter of 2019, we recorded a non-cash impairment charge of $14 million ($11 million after tax, or $.04 with mark-to-market adjustments for defined benefit pension and postretirement plans; per share) on our U.S. refrigerated soup plant assets. • In 2020, we recognized pre-tax pension settlement charges in Other expenses / (income) of $43 million ($33 million In 2019, total non-cash impairment charges recorded were $377 million ($287 million after tax, or $.95 per share). after tax, or $.11 per share) associated with U.S. and Canadian pension plans. In 2019, we recognized a pre-tax pension settlement charge in Other expenses / (income) of $28 million ($22 million after tax, or $.07 per share) associated with a U.S. pension plan. The settlements resulted from the level of lump sum distributions from the plans' assets; • We implemented several cost savings initiatives in recent years. In 2020, we recorded a pre-tax restructuring charge of $9 million and implementation costs and other related costs of $48 million in Administrative expenses, $9 million in Cost of products sold, $2 million in Marketing and selling expenses, and $1 million in Research and development expenses (aggregate impact of $52 million after tax, or $.17 per share) related to these initiatives. In 2019, we recorded a pre-tax restructuring charge of $31 million and implementation costs and other related costs of $62 million in Administrative expenses, $18 million in Cost of products sold, $7 million in Marketing and selling expenses, and $3 million in Research and development expenses (aggregate impact of $92 million after tax, or $.30 per share) related to these initiatives. See Note 8 to the Consolidated Financial Statements and "Restructuring Charges and Cost Savings Initiatives" for additional information; • On April 26, 2020, we entered into an agreement to sell our limited partnership interest in Acre Venture Partnerships, L.P. (Acre). The transaction closed on May 8, 2020. In the third quarter of 2020, we recorded a loss in Other expenses / (income) of $45 million ($35 million after tax, or $.12 per share) as a result of the pending sale. See Note 16 to the Consolidated Financial Statements for additional information; • In 2020, we recorded a loss in Other expenses / (income) of $64 million ($37 million after tax, or $.12 per share) on the sale of our European chips business; • In 2020, we recorded a loss in Interest expense of $75 million ($57 million after tax, or $.19 per share) on the extinguishment of debt; 20 21


  • Page 20

    The items impacting comparability are summarized below: • In the fourth quarter of 2018, we performed an impairment assessment on the Plum trademark. In 2018, sales and 2020 2019 operating performance were well below expectations due in part to competitive pressure and reduced margins. In the fourth quarter of 2018, as part of a strategic review initiated by a new leadership team and based on recent Earnings EPS Earnings EPS (Millions, except per share amounts) Impact Impact Impact Impact performance, we lowered our long-term outlook for future sales. We recorded a non-cash impairment charge of $54 Earnings from continuing operations attributable to Campbell Soup Company $ 592 $ 1.95 $ 474 $ 1.57 million ($41 million after tax, or $.14 per share) in Other expenses / (income). See "Significant Accounting Estimates" for additional information; Earnings (loss) from discontinued operations . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1,036 $ 3.41 $ (263) $ (.87) • In the second quarter of 2018, we announced our intent to acquire Snyder's-Lance and on March 26, 2018, the Net earnings attributable to Campbell Soup Company . . . . . . . . . . . . . . . . . . . . $ 1,628 $ 5.36 $ 211 $ .70 acquisition closed. In 2018, we incurred $120 million of transaction and integration costs, of which $13 million was recorded in Restructuring charges, $12 million in Administrative expenses, $53 million in Other expenses / (income), Continuing operations: and $42 million in Cost of products sold associated with an acquisition date fair value adjustment for inventory. We Pension and postretirement benefit mark-to-market adjustments . . . . . . . . . . . $ (92) $ (.30) $ (93) $ (.31) also recorded a gain in Interest expense of $18 million on treasury rate lock contracts used to hedge the planned financing of the acquisition. The aggregate impact was $102 million, $73 million after tax, or $.24 per share; and Pension settlement charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (33) (.11) (22) (.07) Restructuring charges, implementation costs and other related costs . . . . . . . . . (52) (.17) (92) (.30) • In 2018, we recorded expense of $22 million in Other expenses / (income) ($15 million after tax, or $.05 per share) from a settlement of a legal claim. Investment losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (35) (.12) — — Charges associated with divestiture . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (37) (.12) — — Discontinued Operations Loss on debt extinguishment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (57) (.19) — — • In 2018, we recognized gains of $5 million ($3 million after tax, or $.01 per share) associated with mark-to-market and curtailment adjustments for defined benefit pension plans; Tax reform . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — (2) (.01) Impairment charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — (13) (.04) • In the third quarter of 2018, we performed interim impairment assessments within Campbell Fresh on the deli reporting unit, which includes Garden Fresh Gourmet and the U.S. refrigerated soup business, and the Bolthouse Impact of items on Earnings from continuing operations(1) . . . . . . . . . . . . . . . . $ (306) $ (1.01) $ (222) $ (.74) Farms refrigerated beverages and salad dressings reporting unit. Within the deli unit, we revised our long-term outlook due to the anticipated loss of refrigerated soup business with certain private label customers, as well as the Discontinued operations: performance of the business. In addition, the operating performance of the Bolthouse Farms refrigerated beverages and Gains (charges) associated with divestitures . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1,000 $ 3.29 $ (61) $ (.20) salad dressings reporting unit was below expectations. We revised our long-term outlook for future earnings and cash flows for each of these reporting units. We recorded a non-cash impairment charge of $11 million on the tangible Pension benefit mark-to-market adjustments . . . . . . . . . . . . . . . . . . . . . . . . . . . — — (9) (.03) assets and $94 million on the intangible assets ($80 million after tax, or $.27 per share) of the deli reporting unit, and a Impairment charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — (287) (.95) non-cash impairment charge of $514 million ($417 million after tax, or $1.39 per share) related to the intangible assets Impact of items on Earnings (loss) from discontinued operations . . . . . . . . . . . $ 1,000 $ 3.29 $ (357) $ (1.18) of the Bolthouse Farms refrigerated beverages and salad dressings reporting unit. The aggregate impact of the __________________________________________ impairment charges was $619 million ($497 million after tax, or $1.65 per share). (1) Sum of the individual amounts may not add due to rounding. In the second quarter of 2018, we performed an interim impairment assessment on the intangible assets of the Bolthouse Farms carrot and carrot ingredients reporting unit as operating performance was below expectations. We Earnings from continuing operations were $592 million ($1.95 per share) in 2020, compared to $474 million ($1.57 per revised our outlook for future earnings and cash flows and recorded a non-cash impairment charge of $75 million ($74 share) in 2019. After adjusting for items impacting comparability, earnings increased reflecting sales volume gains, including million after tax, or $.25 per share). the benefit of the additional week, an improved gross profit performance and lower interest expense, partially offset by increased marketing investment. The additional week contributed approximately $.04 per share to Earnings from continuing In 2018, the total non-cash impairment charges recorded were $694 million ($571 million after tax, or $1.89 per operations in 2020. share); and See "Discontinued Operations" for additional information. • In 2018, we recorded a pre-tax restructuring charge of $7 million and implementation costs and other related costs of $1 million in Administrative expenses (aggregate impact of $4 million after tax, or $.01 per share) related to the cost Net Earnings attributable to Campbell Soup Company - 2019 Compared with 2018 savings initiatives discussed above. See Note 8 to the Consolidated Financial Statements and "Restructuring Charges In addition to the 2019 items that impacted comparability of Net earnings discussed above, the following items impacted and Cost Savings Initiatives" for additional information. the comparability of net earnings and net earnings per share: Continuing Operations • In 2018, we recognized gains of $131 million in Other expenses / (income) ($100 million after tax, or $.33 per share) associated with mark-to-market adjustments for defined benefit pension and postretirement plans; • In 2018, we recorded a pre-tax restructuring charge of $42 million and implementation costs and other related costs of $87 million in Administrative expenses, $45 million in Cost of products sold, and $3 million in Marketing and selling expenses (aggregate impact of $132 million after tax, or $.44 per share) related to the cost savings initiatives discussed above. See Note 8 to the Consolidated Financial Statements and "Restructuring Charges and Cost Savings Initiatives" for additional information; • In 2018, we recorded a tax benefit of $179 million due to the remeasurement of deferred tax assets and liabilities, and a tax charge of $53 million related to a transition tax on unremitted foreign earnings under the enactment of the Act. The net impact was a tax benefit of $126 million ($.42 per share). See Note 13 to the Consolidated Financial Statements and "Taxes on Earnings" for additional information; 22 23


  • Page 21

    The items impacting comparability are summarized below: An analysis of percent change of net sales by reportable segment follows: Meals & 2019 2018 2020 versus 2019 Beverages(2) Snacks Total Earnings EPS Earnings EPS Volume and mix . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8% 6% 7% (Millions, except per share amounts) Impact Impact Impact Impact Price and sales allowances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 — — Earnings from continuing operations attributable to Campbell Soup Company $ 474 $ 1.57 $ 724 $ 2.40 (Increased)/decreased promotional spending(1) . . . . . . . . . . . . . . . . . . . . (1) — (1) Loss from discontinued operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ (263) $ (.87) $ (463) $ (1.53) Net earnings attributable to Campbell Soup Company(1) . . . . . . . . . . . . . . . . . . $ 211 $ .70 $ 261 $ .86 Divestiture . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — (3) (1) Estimated impact of 53rd week . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 2 2 Continuing operations: 9% 5% 7% Pension and postretirement benefit mark-to-market adjustments . . . . . . . . . . . . $ (93) $ (.31) $ 100 $ .33 Pension settlement charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (22) (.07) — — Meals & 2019 versus 2018 Beverages Snacks Total Restructuring charges, implementation costs and other related costs . . . . . . . . . (92) (.30) (132) (.44) Volume and mix . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (1)% 2% —% Tax reform . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (2) (.01) 126 .42 (Increased)/decreased promotional spending(1) . . . . . . . . . . . . . . . . . . . . (1) 1 — Impairment charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (13) (.04) (41) (.14) Acquisitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 59 23 Transaction and integration costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — (73) (.24) —% 62% 23% Claim settlement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — (15) (.05) __________________________________________ Impact of items on Earnings from continuing operations(1) . . . . . . . . . . . . . . . . $ (222) $ (.74) $ (35) $ (.12) (1) Represents revenue reductions from trade promotion and consumer coupon redemption programs. (2) Sum of the individual amounts does not add due to rounding. Discontinued operations: In 2020, Meals & Beverages sales increased 9%. Excluding the benefit of the 53rd week, sales increased primarily due to Charges associated with divestitures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ (61) $ (.20) $ — $ — gains in the U.S. retail business driven by U.S. soup, Prego pasta sauces and V8 beverages, as well as gains in Canada, partially Pension benefit mark-to-market and curtailment adjustments . . . . . . . . . . . . . . (9) (.03) 3 .01 offset by declines in foodservice. Volume and mix increased in the retail business driven by COVID-19, with increased demand Impairment charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (287) (.95) (571) (1.89) of food purchases for at-home consumption in the second half of 2020. The foodservice business was negatively impacted by shifts in consumer behavior and continued COVID-19 related restrictions, as well as the loss of a refrigerated soup contract. Restructuring charges, implementation costs and other related costs . . . . . . . . . — — (4) (.01) Including a 2-point benefit from the additional week, sales of U.S. soup increased 14% due to gains in condensed soups, ready- Impact of items on Loss from discontinued operations . . . . . . . . . . . . . . . . . . . $ (357) $ (1.18) $ (572) $ (1.89) to-serve soups and broth. __________________________________________ In 2019, Meals & Beverages sales were comparable with prior year reflecting a 2-point benefit from the acquisition of (1) Sum of the individual amounts may not add due to rounding. Pacific Foods of Oregon, LLC (Pacific Foods), partially offset by declines in U.S. soup, the retail business in Canada driven by Earnings from continuing operations were $474 million ($1.57 per share) in 2019, compared to $724 million ($2.40 per the negative impact of currency translation and Prego pasta sauces. Excluding Pacific Foods, sales of U.S. soup decreased 2% share) in 2018. After adjusting for items impacting comparability, earnings decreased reflecting higher interest expense, partly due to declines in condensed and ready-to-serve soups, partly offset by gains in broth. The decline in U.S. soup was driven offset by a lower adjusted tax rate as incremental earnings before interest and taxes (EBIT) from the Snyder's-Lance acquisition primarily by continued competitive pressure across the market as well as increased promotional spending. were mostly offset by declines in EBIT in the base business. In 2020, Snacks sales increased 5%. Excluding the impact of the European chips divestiture and the benefit of the 53rd See "Discontinued Operations" for additional information. week, sales increased driven by volume gains reflecting increased demand of food purchases for at-home consumption in the second half of 2020, as well as base business performance. The sales increases reflect gains in Goldfish crackers, Pepperidge DISCUSSION AND ANALYSIS Farm cookies and fresh bakery products, as well as Kettle Brand and Cape Cod potato chips, Late July snacks and Snyder's of Sales Hanover pretzels. An analysis of net sales by reportable segment follows: In 2019, Snacks sales increased 62% with a 59-point benefit of the acquisition of Snyder’s-Lance. Excluding the impact of the acquisition of Snyder’s-Lance, sales increased reflecting growth in Pepperidge Farm, with gains in Goldfish crackers, fresh % Change bakery products and in cookies, as well as Kettle Brand potato chips, Late July snacks and Snack Factory Pretzel Crisps. (Millions) 2020 2019 2018 2020/2019 2019/2018 Gross Profit Meals & Beverages . . . . . . . . . . . . . . . . . . . $ 4,646 $ 4,252 $ 4,233 9 — Snacks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,045 3,854 2,379 5 62 Gross profit, defined as Net sales less Cost of products sold, increased by $306 million in 2020 from 2019 and increased by $319 million in 2019 from 2018. As a percent of sales, gross profit was 34.5% in 2020, 33.2% in 2019 and 35.9% in 2018. Corporate . . . . . . . . . . . . . . . . . . . . . . . . . . — 1 3 n/m n/m $ 8,691 $ 8,107 $ 6,615 7 23 __________________________________________ n/m - Not meaningful. 24 25


  • Page 22

    The 1.3 percentage-point increase and the 2.7 percentage-point decrease in gross profit percentage in 2020 and 2019, • $45 million loss on Acre; and respectively, were due to the following factors: • $43 million of amortization of intangible assets. Margin Impact Other expenses in 2019 included the following: 2020 2019 Productivity improvements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.4 1.3 • $71 million of net periodic benefit expense, including losses of $122 million on pension and postretirement benefit mark-to-market adjustments and a pension settlement charge of $28 million associated with a U.S. pension plan; Mix . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.7 — Price and sales allowances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.3 0.3 • $48 million of amortization of intangible assets; and Lower restructuring-related costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.1 0.4 • $16 million non-cash impairment charge related to the European chips business. Higher level of promotional spending . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (0.4) (0.2) Other income in 2018 included the following: Cost inflation, supply chain costs and other factors(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (0.8) (3.0) • $225 million of net periodic benefit income, including gains of $131 million on pension and postretirement benefit Impact of acquisitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — (1.5) mark-to-market adjustments; 1.3% (2.7)% • $20 million of amortization of intangible assets; __________________________________________ • $22 million of expense related to the settlement of a legal claim; (1) 2020 includes an estimated positive margin impact of 1.3 from the benefit of cost savings initiatives and operating • $53 million of transaction costs associated with the acquisition of Snyder's-Lance; and leverage, which was more than offset by cost inflation and other factors, including the impact of COVID-19. 2019 includes a positive margin impact of 0.8 from cost savings initiatives, which was more than offset by cost inflation and other factors, • $54 million non-cash impairment charge related to the Plum trademark. including higher than expected distribution costs associated with the startup of a new distribution facility in Findlay, Ohio, For additional information on the impairment charges, see "Significant Accounting Estimates." operated by a third-party logistics provider. Operating Earnings Marketing and Selling Expenses Segment operating earnings increased 8% in 2020 from 2019 and increased 3% in 2019 from 2018. Marketing and selling expenses as a percent of sales were 10.9% in 2020, 10.4% in 2019 and 11.0% in 2018. Marketing and selling expenses increased 12% in 2020 from 2019. The increase was primarily due to higher advertising and consumer An analysis of operating earnings by segment follows: promotion expenses (approximately 14 percentage points); higher selling expenses (approximately 2 percentage points); higher % Change incentive compensation (approximately 1 percentage point); and higher costs related to marketing overhead (approximately 1 (Millions) 2020 2019 2018 2020/2019 2019/2018 percentage point), partially offset by increased benefits from cost savings initiatives (approximately 5 percentage points) and Meals & Beverages . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 983 $ 895 $ 979 10 (9) lower costs associated with cost savings initiatives (approximately 1 percentage point). The increase in advertising and Snacks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 551 522 392 6 33 consumer promotion expenses was primarily in Meals & Beverages due to increased support of U.S. soup, and in Snacks due to increased support of key brands. 1,534 1,417 1,371 8 3 Corporate expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (418) (407) (306) Marketing and selling expenses increased 16% in 2019 from 2018. The increase was primarily due to the impact of acquisitions (approximately 19 percentage points); higher incentive compensation (approximately 2 percentage points) and Restructuring charges(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (9) (31) (55) higher costs related to costs savings initiatives (approximately 1 percentage point), partially offset by increased benefits from Earnings before interest and taxes . . . . . . . . . . . . . . . . . . . . . . . . . $ 1,107 $ 979 $ 1,010 cost savings initiatives (approximately 3 percentage points) and lower advertising and consumer promotion expenses __________________________________________ (approximately 3 percentage points). The reduction in advertising and consumer promotion expenses was primarily in Meals & (1) See Note 8 to the Consolidated Financial Statements for additional information on restructuring charges. Beverages, reflecting a reallocation from advertising to promotional spending classified as revenue reductions, reduced support levels in light of distribution challenges faced in the first quarter and a later start to our U.S. soup campaign relative to 2018. Operating earnings from Meals & Beverages increased 10% in 2020 versus 2019. The increase was primarily due to sales volume gains, including the benefit of the additional week, and improved gross profit performance, partially offset by increased Administrative Expenses marketing support and higher administrative expenses. Gross profit performance was impacted by the benefits of supply chain Administrative expenses as a percent of sales were 7.2% in 2020, 7.5% in 2019 and 8.5% in 2018. Administrative expenses productivity improvements and cost savings initiatives, as well as improved operating leverage and favorable product mix, increased 2% in 2020 from 2019. The increase was primarily due to higher incentive compensation (approximately 4 partially offset by cost inflation and other supply chain costs, including COVID-19 related costs incurred in the second half of percentage points); higher information technology costs (approximately 3 percentage points); higher inflation and general 2020. administrative costs (approximately 3 percentage points) and increases in charitable contributions (approximately 2 percentage Operating earnings from Meals & Beverages decreased 9% in 2019 versus 2018. The decrease was primarily due to higher points), partially offset by increased benefits from cost savings initiatives (approximately 8 percentage points) and lower costs levels of cost inflation and higher warehousing and transportation costs, as well as higher promotional spending and higher associated with cost savings initiatives (approximately 2 percentage points). incentive compensation expenses, partly offset by supply chain productivity improvements, lower marketing and selling Administrative expenses increased 8% in 2019 from 2018. The increase was primarily due to the impact of acquisitions expenses and the benefits of cost savings initiatives. (approximately 10 percentage points); higher incentive compensation (approximately 7 percentage points); and costs associated Operating earnings from Snacks increased 6% in 2020 versus 2019. The increase primarily due to sales volume gains, with the proxy contest (approximately 1 percentage point), partially offset by lower costs associated with cost savings initiatives including the benefit of the additional week, improved gross profit performance, partially offset by increased marketing inclusive of acquisition integration costs (approximately 7 percentage points) and increased benefits from cost savings support. Gross profit performance was impacted by the benefits of supply chain productivity improvements and cost savings initiatives (approximately 3 percentage points). initiatives, as well as favorable product mix and improved operating leverage, partially offset by cost inflation and other supply Other Expenses / (Income) chain costs, including COVID-19 related costs incurred in the second half of 2020. Other expenses in 2020 included the following: Operating earnings from Snacks increased 33% in 2019 versus 2018. The increase reflects a 31-point benefit from the • $73 million of net periodic benefit expense, including losses of $121 million on pension and postretirement benefit acquisition of Snyder’s-Lance. The remaining increase was primarily due to higher sales, supply chain productivity mark-to-market adjustments and pension settlement charges of $43 million associated with U.S. and Canadian pension improvements and lower promotional spending, partly offset by higher marketing and selling expenses, higher levels of cost plans; inflation and higher incentive compensation expenses. Operating earnings benefited from lapping the costs associated with the voluntary product recall of Flavor Blasted Goldfish crackers in July 2018. • $64 million loss on the sale of the European chips business; 26 27


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    Corporate in 2020 included the following: • In 2019, we recognized a $29 million tax benefit on $121 million of restructuring charges, implementation costs and other related costs. In 2018, we recognized a $45 million tax benefit on $177 million of restructuring charges, • $121 million of losses on pension and postretirement benefit mark-to-market adjustments; implementation costs and other related costs; • a loss of $64 million from the sale of the European chips business; • In 2019, we recognized a transition tax on unremitted foreign earnings of $2 million related to the enactment of the • costs of $60 million related to the cost savings initiatives; Act. In 2018, we recognized a net tax benefit of $126 million related to the enactment of the Act on the remeasurement • a loss of $45 million on Acre; and of deferred tax assets and liabilities and transition tax on unremitted foreign earnings described above; • pension settlement charges of $43 million associated with U.S. and Canadian pension plans. • In 2019, we recognized a $3 million tax benefit on a $16 million impairment charge on the European chips business. In 2018, we recognized a $13 million tax benefit on a $54 million impairment charge on the Plum trademark; Corporate in 2019 included the following: • In 2018, we recognized a $29 million tax benefit on $102 million of transaction and integration costs associated with • $122 million of losses on pension and postretirement benefit mark-to-market adjustments; the acquisition of Snyder's-Lance; and • costs of $90 million related to the cost savings initiatives; • In 2018, we recognized a $7 million tax benefit on the $22 million of expense related to the settlement of a legal claim. • a pension settlement charge of $28 million associated with a U.S. pension plan; and After adjusting for the items above, the remaining decrease in the effective rate in 2019 was primarily due to the ongoing • non-cash impairment charge of $16 million related to the European chips business. benefit of the lower U.S. federal tax rate resulting from the enactment of the Act. Corporate in 2018 included the following: Restructuring Charges and Cost Savings Initiatives • costs of $135 million related to the cost savings initiatives; Multi-year Cost Savings Initiatives and Snyder's-Lance Cost Transformation Program and Integration • transaction and integration costs of $107 million associated with the acquisition of Snyder's-Lance; Beginning in fiscal 2015, we implemented initiatives to reduce costs and to streamline our organizational structure. • non-cash impairment charge of $54 million related to the Plum trademark; 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. • $22 million of expense related to the settlement of a legal claim; and On March 26, 2018, we completed the acquisition of Snyder's-Lance. Prior to the acquisition, Snyder's-Lance launched a • $131 million of gains on pension and postretirement benefit mark-to-market adjustments. cost transformation program following a comprehensive review of its operations with the goal of significantly improving its Excluding these amounts, the remaining decrease in costs in 2020 primarily reflects higher other income and lower financial performance. We continue to implement this program. In addition, we have identified opportunities for additional cost administrative expenses. synergies as we integrate Snyder's-Lance. Excluding these amounts, the remaining increase in costs in 2019 was primarily due to higher incentive compensation Cost estimates, as well as timing for certain activities, are continuing to be developed. expenses. A summary of pre-tax charges recorded in Earnings from continuing operations related to these initiatives is as follows: Interest Expense Interest expense decreased to $345 million in 2020 from $356 million in 2019. The decrease in interest expense was due to Recognized as of lower levels of debt and lower average interest rates on the debt portfolio, partially offset by a loss on extinguishment of debt of (Millions, except per share amounts) 2020 2019 2018 August 2, 2020 $75 million. Restructuring charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 9 $ 31 $ 55 $ 238 Interest expense increased to $356 million in 2019 from $183 million in 2018. The increase in interest expense was due to Administrative expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48 62 99 311 higher levels of debt associated with funding the acquisitions, higher average interest rates on the debt portfolio and a gain of Cost of products sold . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 18 45 76 $18 million on treasury rate lock contracts in 2018 used to hedge the planned financing of the Snyder's-Lance acquisition. Marketing and selling expenses . . . . . . . . . . . . . . . . . . . . . . . 2 7 3 12 Taxes on Earnings Research and development expenses . . . . . . . . . . . . . . . . . . . 1 3 — 4 The effective tax rate was 22.7% in 2020, 24.2% in 2019 and 12.8% in 2018. Total pre-tax charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 69 $ 121 $ 202 $ 641 The decrease in the effective rate in 2020 from 2019 was primarily due to the tax benefit on the sale of the European chips business. Aggregate after-tax impact . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 52 $ 92 $ 150 On December 22, 2017, the Act was enacted into law and made significant changes to corporate taxation. As a result, the Per share impact . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ .17 $ .30 $ .50 following items are reflected in 2018: • The corporate rate reduction as of January 1, 2018, resulted in a blended U.S. statutory tax rate of approximately 27%; A summary of the pre-tax charges recorded in Earnings (loss) from discontinued operations is as follows: • Remeasurement of deferred tax assets and liabilities resulted in a tax benefit of $179 million; and Recognized as of • Imposition of a transition tax on unremitted foreign earnings resulted in a tax charge of $53 million. (Millions) 2020 2019 2018 August 2, 2020(1) Total pre-tax charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ — $ — $ 8 $ 23 See Note 13 to the Consolidated Financial Statements for additional information. _______________________________________ Tax expense increased from $106 million in 2018 to $151 million in 2019. (1) Includes $19 million of severance pay and benefits and $4 million of implementation costs and other related costs. The following items impacted 2019 and 2018: • In 2019, we recognized a tax benefit of $29 million on $122 million of pension and postretirement benefit mark-to- market losses. In 2018, we recognized tax expense of $31 million on $131 million of pension and postretirement benefit mark-to-market gains; • In 2019, we recognized a $6 million tax benefit on $28 million of a pension settlement charge; 28 29


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    As of April 28, 2019, we incurred substantially all of the costs for actions associated with discontinued operations. All of We completed the sale of our Kelsen business on September 23, 2019, for $322 million. We also completed the sale of the the costs were cash expenditures. Arnott’s and other international operations on December 23, 2019, for $2,286 million. The purchase price was subject to certain post-closing adjustments, which resulted in $4 million of additional proceeds in the third quarter of 2020. Beginning in the A summary of the pre-tax costs in Earnings from continuing operations associated with the initiatives is as follows: fourth quarter of 2019, we have reflected the results of operations of the Kelsen business and the Arnott’s and other Recognized as of international operations, or Campbell International, as discontinued operations in the Consolidated Statements of Earnings for (Millions) August 2, 2020 all periods presented. These businesses were historically included in the Snacks reportable segment. Severance pay and benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 214 Results of discontinued operations were as follows: Asset impairment/accelerated depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 67 Campbell International Campbell Fresh Implementation costs and other related costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 360 (Millions) 2020 2019 2018 2019 2018 Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 641 Net sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 359 $ 1,046 $ 1,120 $ 756 $ 950 The total estimated pre-tax costs for actions associated with continuing operations that have been identified are approximately $665 million to $690 million. This estimate will be updated as costs for the expanded initiatives are developed. Impairment charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ — $ 17 $ — $ 360 $ 694 We expect the costs for actions associated with continuing operations that have been identified to date to consist of the following: approximately $215 million to $220 million in severance pay and benefits; approximately $70 million in asset impairment and accelerated depreciation; and approximately $380 million to $400 million in implementation costs and other Earnings (loss) before taxes from operations . . . . . . . . . . . . . . . . . $ 53 $ 120 $ 163 $ (359) $ (721) related costs. We expect these pre-tax costs to be associated with our segments as follows: Meals & Beverages - approximately Taxes on earnings (loss) from operations . . . . . . . . . . . . . . . . . . . . 17 41 47 (78) (142) 33%; Snacks - approximately 42%; and Corporate - approximately 25%. Gain (loss) on sales of businesses / costs associated with selling Of the aggregate $665 million to $690 million of pre-tax costs associated with continuing operations identified to date, we the businesses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,039 (12) — (32) — expect approximately $585 million to $610 million will be cash expenditures. In addition, we expect to invest approximately Tax expense (benefit) on sales / costs associated with selling the $420 million in capital expenditures through 2022, of which we invested $336 million as of August 2, 2020. The capital businesses 39 (2) — 19 — expenditures primarily relate to the U.S. warehouse optimization project, improvement of quality, safety and cost structure Earnings (loss) from discontinued operations . . . . . . . . . . . . . . . . . $ 1,036 $ 69 $ 116 $ (332) $ (579) across the Snyder’s-Lance manufacturing network, implementation of an SAP enterprise-resource planning system for In 2020, Campbell International sales and earnings from operations decreased reflecting the sales of the businesses. 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 The sale of the Arnott's and other international operations resulted in a substantial capital gain for tax purposes. We were optimization of the Snyder’s-Lance warehouse and distribution network. able to utilize capital losses, which were offset with valuation allowances as of July 28, 2019, to offset the capital gain. We expect to incur substantially all of the costs for the actions associated with continuing operations that have been In 2019, Campbell International sales decreased reflecting the negative impact of currency translation and declines in identified to date through 2021 and to fund the costs through cash flows from operations and short-term borrowings. Kelsen cookies in the U.S. We expect the initiatives for actions associated with continuing operations that have been identified to date to generate pre- In the fourth quarter of 2019, as part of our annual review of intangible assets, we recognized an impairment charge of $7 tax savings of approximately $800 million to $810 million in 2021, and once all phases are implemented, to generate annual million on a trademark and $10 million on goodwill in Kelsen due to a lower long-term outlook for sales and the pending sale ongoing savings of approximately $850 million by the end of 2022. The annual pre-tax savings associated with continuing of the business. operations generated were as follows: In 2019, excluding items impacting comparability, earnings from Campbell International declined primarily due to a lower (Millions) 2020 2019 2018 2017 2016 2015 gross profit percentage, reflecting higher supply chain costs and higher promotional spending, as well as the negative impact of currency translation. Total pre-tax savings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 725 $ 560 $ 395 $ 325 $ 215 $ 85 In 2019, Campbell Fresh sales decreased primarily due to the sale of the businesses, as well as declines in refrigerated The initiatives for actions associated with discontinued operations generated pre-tax savings of over $90 million in 2019 soup, Bolthouse Farms refrigerated beverages and Garden Fresh Gourmet. and $60 million in 2018. In 2019 and 2018, we recorded impairment charges on the reporting units in Campbell Fresh. See "Significant Accounting Segment operating results do not include restructuring charges, implementation costs and other related costs because we Estimates" for additional information. In 2019, we recorded non-cash impairment charges of $360 million ($275 million after evaluate segment performance excluding such charges. A summary of the pre-tax costs in Earnings from continuing operations tax, or $.91 per share). In 2018, the total non-cash impairment charges were $694 million ($571 million after tax, or $1.89 per associated with segments is as follows: share). In 2019, we incurred pre-tax expenses of $32 million associated with the sale process of the businesses, including Costs Incurred to transaction costs. In addition, we recorded tax expense of $29 million in the third quarter as deferred tax assets associated with (Millions) 2020 Date Bolthouse Farms were not realizable. In 2018, loss from operations included a benefit from the favorable resolution of a tax Meals & Beverages . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 9 $ 220 matter. Snacks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50 251 LIQUIDITY AND CAPITAL RESOURCES Corporate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 170 We expect foreseeable liquidity and capital resource requirements to be met through anticipated cash flows from Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 69 $ 641 operations; long-term borrowings; short-term borrowings, which may include commercial paper; credit facilities; and cash and See Note 8 to the Consolidated Financial Statements for additional information. cash equivalents. We believe that our sources of financing will be adequate to meet our future requirements. Discontinued Operations We generated cash flows from operations of $1,396 million in 2020, compared to $1,398 million in 2019. The decline in On February 25, 2019, we sold our U.S. refrigerated soup business, and on April 25, 2019, we sold our Garden Fresh 2020 was primarily due to changes in working capital, mostly offset by higher cash earnings and lower other cash payments. Gourmet business. Proceeds were $55 million. On June 16, 2019, we sold our Bolthouse Farms business. Proceeds were $500 We generated cash flows from operations of $1,398 million in 2019, compared to $1,305 million in 2018. The increase in million. Beginning in the third quarter of 2019, we have reflected the results of these businesses as discontinued operations in 2019 was primarily due to improvements in working capital management efforts and higher cash earnings. the Consolidated Statements of Earnings for all periods presented. These businesses were historically included in the Campbell Current assets are less than current liabilities as a result of our level of current maturities of long-term debt and short-term Fresh reportable segment. borrowings and our focus to lower core working capital requirements. We had negative working capital of $690 million as of 30 31


  • Page 25

    August 2, 2020, and $1,418 million as of July 28, 2019. Total debt maturing within one year was $1,202 million as of August 2, in the senior unsecured term loan facility no longer applied. We repaid the remaining balance of the facility in 2020 in 2020, and $1,603 million as of July 28, 2019. connection with the divestitures as disclosed above. The $5,300 million in the aggregate principal amount of Senior Notes were issued in various tenors in both fixed and floating rate formats. We issued 2 and 3-year floating rate Senior notes in the amount Capital expenditures were $299 million in 2020, $384 million in 2019 and $407 million in 2018. Capital expenditures in of $500 million and $400 million, respectively. We issued 3, 5, 7, 10, and 30-year fixed rate Senior Notes in the amount 2020 were lower than 2019 reflecting delays in certain projects impacted by the spread of the COVID-19 pandemic. Capital of $650 million, $1,200 million, $850 million, $1,000 million, and $700 million, respectively. The fixed rate Senior Notes may expenditures are expected to total approximately $350 million in 2021. Capital expenditures in 2020 included the be redeemed, in whole or in part, at our option at any time at the applicable redemption price. The notes contain customary implementation of an SAP enterprise-resource planning system for Snyder's-Lance, a Milano cookie capacity expansion project, covenants and events of default. If change of control triggering events occur, we will be required to offer to purchase the Senior chip capacity expansion projects, and a Goldfish cracker capacity expansion project. Capital expenditures in 2019 included a Notes at a purchase price equal to 101% of the principal amount plus accrued and unpaid interest, if any, to the purchase date. U.S. warehouse optimization project, replacement of a Pepperidge Farm refrigeration system, transition of production of the As described above, in 2020, a portion of the Senior Notes were included in the redemption and tender offers using the Toronto manufacturing facility to our U.S. thermal plants, a Snyder's-Lance regional distribution center, a Milano cookie divestiture proceeds. capacity expansion project, and a Goldfish cracker capacity expansion project. Capital expenditures in 2018 included a U.S. On October 30, 2018, we purchased the remaining ownership interest in Yellow Chips Holdings B.V., and began warehouse optimization project; transition of production of the Toronto manufacturing facility to our U.S. thermal plants; consolidating the business. The purchase price was $18 million. insourcing manufacturing for certain simple meal products; replacement of a Pepperidge Farm refrigeration system; and an Australian multi-pack biscuit capacity expansion project. On December 12, 2017, we completed the acquisition of Pacific Foods. The purchase price was $688 million and was funded through the issuance of commercial paper. Pepperidge Farm and Snyder’s-Lance have a direct-store-delivery distribution model that uses independent contractor distributors. In order to maintain and expand this model, we routinely purchase and sell routes. The purchase and sale proceeds In September 2018, we repaid a portion of our AUD notes outstanding and refinanced the remainder with a new AUD $400 of the routes are reflected in investing activities. million, or $296 million, single-draw syndicated facility that matured on September 11, 2019. As of July 28, 2019, the balance outstanding under this facility was AUD $335 million, or $232 million. The syndicated facility was repaid in August 2019 and Primarily in response to the impact of the COVID-19 outbreak and the ensuing uncertainty surrounding the operating was terminated. The repayment was funded through the issuance of commercial paper. environment and the commercial paper market, as well as favorable credit markets at the time, on April 24, 2020, we issued senior unsecured notes in an aggregate principal amount of $1,000 million, consisting of $500 million aggregate principal Dividend payments were $426 million in 2020, $423 million in 2019 and $426 million in 2018. Annual dividends declared amount of notes bearing interest at a fixed rate of 2.375% per annum, due April 24, 2030, and $500 million aggregate principal were $1.40 per share in 2020, 2019, and 2018. The 2020 fourth quarter dividend was $.35 per share. amount of notes bearing interest at a fixed rate of 3.125% per annum, due April 24, 2050. On May 1, 2020, we used We repurchased approximately 2 million shares at a cost of $86 million in 2018. As a result of the acquisition of Snyder's- $300 million of the net proceeds to repay $300 million of borrowings outstanding under our revolving credit facility and we Lance, we suspended our share repurchases as of the second quarter of 2018. See Note 18 to the Consolidated Financial intend to use the remaining net proceeds to repay a portion of our outstanding commercial paper as it comes due and for general Statements for additional information. corporate purposes, thereby lessening our reliance on commercial paper. The 2.375% Senior Notes due 2030 and the 3.125% Senior Notes due 2050 may each be redeemed at the applicable redemption price, in whole or in part, at our option at any time As of August 2, 2020, we had $1,202 million of short-term borrowings due within one year, of which $280 million was and from time to time prior to January 24, 2030, and October 24, 2049, respectively. Interest on each of the notes is due semi- comprised of commercial paper borrowings. As of August 2, 2020, we issued $34 million of standby letters of credit. We have annually on April 24 and October 24, commencing on October 24, 2020. The notes contain customary covenants and events of a committed revolving credit facility totaling $1,850 million that matures in December 2021. This U.S. facility remained unused default. If a change of control triggering event occurs, we will be required to offer to purchase the notes at a purchase price at August 2, 2020, except for $1 million of standby letters of credit that we issued under it. In March 2020, we borrowed $300 equal to 101% of the principal amount plus accrued and unpaid interest, if any, to the purchase date. million under this revolving credit facility and on May 1, 2020 we repaid the borrowings. The U.S. facility supports our commercial paper programs and other general corporate purposes. We expect to continue to access the commercial paper On February 25, 2019, we sold our U.S refrigerated soup business, and on April 25, 2019, we sold our Garden Fresh markets, bank credit lines and utilize cash flows from operations to support our short-term liquidity requirements. Gourmet business. Proceeds were $55 million. On June 16, 2019, we sold our Bolthouse Farms business. Proceeds were $500 million. We are in compliance with the covenants contained in our credit facilities and debt securities. We completed the sale of our Kelsen business on September 23, 2019, for $322 million. On September 30, 2019, we repaid CONTRACTUAL OBLIGATIONS AND OTHER COMMITMENTS $399 million of our senior unsecured term loan facility using net proceeds from the Kelsen sale and the issuance of commercial Contractual Obligations paper. In addition, on October 11, 2019, we completed the sale of our European chips business for £63 million, or $77 million. The following table summarizes our obligations and commitments to make future payments under certain contractual We completed the sale of the Arnott’s and other international operations on December 23, 2019, for $2,286 million. The obligations as of August 2, 2020. For additional information on debt, see Note 14 to the Consolidated Financial Statements. purchase price was subject to certain post-closing adjustments, which resulted in $4 million of additional proceeds in the third Purchase commitments represent purchase orders and long-term purchase arrangements related to the procurement of quarter of 2020. We used the net proceeds from the sale to reduce our debt through a series of actions. On December 31, 2019, ingredients, supplies, machinery, equipment and services. These commitments are not expected to have a material impact on we repaid the $100 million outstanding balance on our senior unsecured term loan facility. On January 22, 2020, we completed liquidity. Other long-term liabilities primarily represent payments related to deferred compensation obligations. For additional the redemption of all $500 million outstanding aggregate principal amount of our 4.25% Senior Notes due 2021, which were information on other long-term liabilities, see Note 21 to the Consolidated Financial Statements. issued in connection with our acquisition of Snyder’s-Lance. On January 24, 2020, we settled tender offers to purchase $1,200 Contractual Payments Due by Fiscal Year million in aggregate principal amount of certain unsecured debt, comprising $329 million of 3.30% Senior Notes due 2021, $634 million of 3.65% Senior Notes due 2023, and $237 million of 3.80% Senior Notes due 2043. Except for the $237 million (Millions) Total 2021 2022-2023 2024-2025 Thereafter of 3.80% Senior Notes due 2043, the Senior Notes settled under the tender offer were issued in connection with our acquisition Debt obligations(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 6,240 $ 1,204 $ 1,023 $ 1,150 $ 2,863 of Snyder’s-Lance. The consideration for the redemption and the tender offers was $1,765 million, including $65 million of Interest payments(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,262 207 349 289 1,417 premium. We recognized a loss of $75 million (including $65 million of premium, fees and other costs paid with the tender offers and unamortized debt issuance costs), which was recorded in Interest expense in the Consolidated Statement of Earnings. Derivative payments(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 11 — — — In addition, we paid accrued and unpaid interest on the purchased notes through the dates of settlement. The net divestiture Operating leases(4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 277 73 78 49 77 proceeds remaining after these debt reduction activities were used to reduce commercial paper borrowings. See Note 14 to the Purchase commitments . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,077 968 107 1 1 Consolidated Financial Statements for additional information. Other long-term payments(5) . . . . . . . . . . . . . . . . . . . . . . . . 136 — 59 26 51 On March 26, 2018, we completed the acquisition of Snyder’s-Lance. Total consideration was $6,112 million, which Total long-term cash obligations . . . . . . . . . . . . . . . . . . . . . $ 10,003 $ 2,463 $ 1,616 $ 1,515 $ 4,409 included the payoff of approximately $1,100 million of Snyder's-Lance indebtedness. We borrowed $900 million under a single draw 3-year senior unsecured term loan facility on March 26, 2018, and issued $5,300 million in the aggregate principal amount _______________________________________ of Senior Notes on March 16, 2018, to finance the acquisition. The senior unsecured term loan facility contained customary (1) Excludes unamortized net discount/premium on debt issuances and debt issuance costs. For additional information on debt covenants and events of default for credit facilities of this type and a maximum leverage ratio covenant. During the fourth obligations, see Note 14 to the Consolidated Financial Statements. quarter of 2019, we prepaid $401 million of the facility. As a result of such prepayment, the maximum leverage ratio covenant 32 33


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    (2) Interest payments for short- and long-term borrowings are based on principal amounts and coupons or contractual rates at We are exposed to foreign exchange risk related to third-party transactions and intercompany transactions, including fiscal year end. intercompany debt. We utilize foreign exchange forward purchase and sale contracts to hedge these exposures. The following (3) Represents payments of foreign exchange forward contracts and commodity contracts. table summarizes the foreign exchange forward contracts outstanding and the related weighted-average contract exchange rates (4) For additional information on operating leases, see Note 12 to the Consolidated Financial Statements. as of August 2, 2020. (5) Represents other long-term liabilities, excluding unrecognized tax benefits, postretirement benefits and payments related to Average pension plans. For additional information on pension and postretirement benefits, see Note 11 to the Consolidated Contractual Financial Statements. For additional information on unrecognized tax benefits, see Note 13 to the Consolidated Financial (Millions) Exchange Rate (currency paid/ Statements. Foreign Exchange Forward Contracts Notional Value currency received) Off-Balance Sheet Arrangements and Other Commitments Receive USD/Pay CAD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 180 1.3472 We guarantee approximately 2,100 bank loans made to Pepperidge Farm independent contractor distributors by third-party Receive CHF/Pay USD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 3 1.0639 financial institutions for the purchase of distribution routes. The maximum potential amount of the future payments under The aggregate fair value of all contracts was a loss of $1 million as of August 2, 2020. As of July 28, 2019, the total existing guarantees we could be required to make is $246 million. We guarantee approximately 2,500 bank loans made to notional value of foreign exchange forward contracts outstanding was $323 million, including $83 million associated with Snyder's-Lance independent contractor distributors by third-party financial institutions for the purchase of distribution routes. discontinued operations, and the aggregate fair value was a loss of $3 million. The maximum potential amount of the future payments under existing guarantees we could be required to make is $199 million. Our guarantees are indirectly secured by the distribution routes. We do not expect that we will be required to make material We enter into commodity futures, options and swap contracts to reduce the volatility of price fluctuations for commodities. guarantee payments as a result of defaults on the bank loans guaranteed. As of August 2, 2020, the notional value of these contracts was $137 million, and the aggregate fair value of these contracts was a loss of $2 million. As of July 28, 2019, the notional value of these contracts was $183 million, and the aggregate fair INFLATION value of these contracts was a loss of $3 million. We are exposed to the impact of inflation on our cost of products sold. We use a number of strategies to mitigate the effects We enter into swap contracts which hedge a portion of exposures relating to certain deferred compensation obligations of cost inflation including increasing prices, commodity hedging and pursuing cost productivity initiatives. linked to the total return of our capital stock, the total return of the Vanguard Institutional Index Institutional Plus Shares, and MARKET RISK SENSITIVITY 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, The principal market risks to which we are exposed are changes in foreign currency exchange rates, interest rates and which is expected to approximate the total return of the Vanguard Institutional Index Institutional Plus Shares; or the total commodity prices. In addition, we are exposed to equity price changes related to certain deferred compensation obligations. We return of the iShares MSCI EAFE Index, which is expected to approximate the total return of the Vanguard Total International manage our exposure to changes in interest rates by optimizing the use of variable-rate and fixed-rate debt and by utilizing Stock Index. The notional value of the contract that is linked to the total return on our capital stock was $6 million at August 2, interest rate swaps in order to maintain our variable-to-total debt ratio within targeted guidelines. Net sales of continuing 2020, and $7 million at July 28, 2019. The average forward interest rate applicable to this contract, which expires in June 2021, operations outside of the U.S. are concentrated principally in Canada and represent approximately 6% of 2020 net sales. Within was 0.93% at August 2, 2020. The notional value of the contract that is linked to the return on the Standard & Poor's 500 Index discontinued operations, international sales were concentrated principally in Australia. We manage our foreign currency was $13 million at August 2, 2020, and $17 million at July 28, 2019. The average forward interest rate applicable to this exposures by utilizing foreign exchange forward contracts and borrowing in various foreign currencies. We enter into foreign contract, which expires in March 2021, was 0.53% at August 2, 2020. The notional value of the contract that is linked to the exchange forward contracts for periods consistent with related underlying exposures, and the contracts do not constitute total return of the iShares MSCI EAFE Index was $3 million at August 2, 2020, and $7 million at July 28, 2019. The average positions independent of those exposures. We do not enter into derivative contracts for speculative purposes and do not use forward interest rate applicable to this contract, which expires in March 2021, was 0.63% at August 2, 2020. The fair value of leveraged instruments. these contracts was a gain of $4 million as of August 2, 2020, and a gain of $1 million as of July 28, 2019. We principally use a combination of purchase orders and various short- and long-term supply arrangements in connection Our utilization of financial instruments in managing market risk exposures described above is consistent with the prior 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, year. Changes in the portfolio of financial instruments are a function of the results of operations, debt repayment and debt cocoa, aluminum, soybean meal and corn. issuances, market effects on debt and foreign currency, and our acquisition and divestiture activities. The information below summarizes our market risks associated with debt obligations and other significant financial SIGNIFICANT ACCOUNTING ESTIMATES instruments as of August 2, 2020. Fair values included herein have been determined based on quoted market prices or pricing We prepare our consolidated financial statements in conformity with accounting principles generally accepted in the United models using current market rates. The information presented below should be read in conjunction with Notes 14, 15 and 17 to States. The preparation of these financial statements requires the use of estimates, judgments and assumptions that affect the the Consolidated Financial Statements. reported amounts of assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses The following table presents principal cash flows and related interest rates by fiscal year of maturity for debt obligations. during the periods presented. Actual results could differ from those estimates and assumptions. See Note 1 to the Consolidated Interest rates disclosed on variable-rate debt represent the weighted-average rates at August 2, 2020. Financial Statements for a discussion of significant accounting policies. The following areas all require the use of subjective or complex judgments, estimates and assumptions: Expected Fiscal Year of Maturity Trade and consumer promotion programs — We offer various sales incentive programs to customers and consumers, such (Millions) 2021 2022 2023 2024 2025 Thereafter Total Fair Value as feature price discounts, in-store display incentives, cooperative advertising programs, new product introduction fees, and Debt(1) coupons. The mix between these forms of variable consideration, which are classified as reductions in revenue and recognized Fixed rate . . . . . . . . . . . . . . . . . . . . $ 524 $ upon sale, and advertising or other marketing activities, which are classified as marketing and selling expenses, fluctuates 4 $ 1,019 $ — $ 1,150 $ 2,863 $ 5,560 $ 6,359 between periods based on our overall marketing plans. The measurement and recognition of the costs for trade and consumer Weighted-average interest rate . . . . 5.42 % 1.48 % 3.14 % —% 3.78 % 3.80 % 3.83 % promotion programs involves the use of judgment related to performance and redemption estimates. Estimates are made based Variable rate . . . . . . . . . . . . . . . . . . $ 680 $ — $ — $ — $ — $ — $ 680 $ 680 on historical experience and other factors, including expected volume. Typically, programs that are offered have a very short Weighted-average interest rate . . . . 1.42 % —% —% —% —% —% —% duration. Historically, the difference between actual experience compared to estimated redemptions and performance has not been significant to the quarterly or annual financial statements. Differences between estimates and actual costs are recognized _______________________________________ as a change in estimate in a subsequent period. However, actual expenses may differ if the level of redemption rates and (1) Expected maturities exclude unamortized net discount/premium on debt issuances and debt issuance costs. performance were to vary from estimates. We adopted revised guidance on the recognition of revenue in the first quarter of As of July 28, 2019, fixed-rate debt of approximately $6,260 million with an average interest rate of 3.99% and variable- 2019. See Notes 1 and 2 to the Consolidated Financial Statements for additional information. rate debt of approximately $2,484 million with an average interest rate of 2.99% were outstanding. Valuation of long-lived assets — Fixed assets and amortizable intangible assets are reviewed for impairment as events or changes in circumstances occur indicating that the carrying value of the asset may not be recoverable. Undiscounted cash flow 34 35


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    analyses are used to determine if impairment exists. If impairment is determined to exist, the loss is calculated based on carrot ingredients, and Bolthouse Farms refrigerated beverages and salad dressings. As a result, we revised our future outlook estimated fair value. for earnings and cash flows for each of these businesses. Goodwill and intangible assets deemed to have indefinite lives are not amortized but rather are tested at least annually for Within Bolthouse Farms carrot and carrot ingredients, we recorded impairment charges of $18 million on the trademark, impairment, or more often if events or changes in circumstances indicate that more likely than not the carrying amount of the and $159 million on the plant assets and amortizable intangible assets. Within Bolthouse Farms refrigerated beverages and asset may not be recoverable. Goodwill is tested for impairment at the reporting unit level. A reporting unit represents an salad dressings, we recorded impairment charges of $74 million on the trademark, and $31 million on the plant assets and operating segment or a component of an operating segment. Goodwill is tested for impairment by either performing a amortizable intangible assets. On Garden Fresh Gourmet, we recorded impairment charges of $23 million on the trademark and qualitative evaluation or a quantitative test. The qualitative evaluation is an assessment of factors to determine whether it is $39 million on customer relationships, which eliminated the carrying value of these assets, and $2 million on plant assets. more likely than not that the fair value of a reporting unit is less than its carrying amount, including goodwill. We may elect not In the fourth quarter of 2019, as part of our annual review of intangible assets, we recognized an impairment charge of $7 to perform the qualitative assessment for some or all reporting units and perform a quantitative impairment test. Fair value is million on a trademark and $10 million on goodwill in Kelsen due to a lower long-term outlook for sales and the pending sale determined based on discounted cash flow analyses. The discounted estimates of future cash flows include significant of the business. On July 12, 2019, we signed a definitive agreement for the sale of our Kelsen business. We sold the business on management assumptions such as revenue growth rates, operating margins, weighted average costs of capital, and future September 23, 2019. economic and market conditions. If the carrying value of the reporting unit exceeds fair value, goodwill is considered impaired and an impairment charge will be recorded to reduce the reporting unit to fair value. See Note 3 to the Consolidated Financial Statements for additional information on discontinued operations. Indefinite-lived intangible assets are tested for impairment by comparing the fair value of the asset to the carrying value. Continuing Operations Fair value is determined based on discounted cash flow analyses that include significant management assumptions such as In the fourth quarter of 2019, we performed an assessment on the assets within our European chips business and recorded revenue growth rates, weighted average costs of capital, and assumed royalty rates. If the carrying value exceeds fair value, an an impairment charge of $16 million on intangible assets. This business was included in the Snacks segment and reporting unit. impairment charge will be recorded to reduce the asset to fair value. 2020 Assessments 2018 Assessments Continuing Operations Discontinued Operations As of August 2, 2020, the carrying value of goodwill was $3,986 million. Based on our assessments, all of our reporting During the second quarter of 2018, we performed an interim impairment assessment on the intangible assets of the units had an excess fair value well over the carrying value. Bolthouse Farms carrot and carrot ingredients reporting unit as operating performance was below expectations. The business was impacted by adverse weather conditions and the implementation of enhanced quality protocols, which impacted crop yields As of August 2, 2020, the carrying value of indefinite-lived trademarks was $2,611 million, including $1,978 million and resulted in higher costs. This cost volatility continued to be higher than expected and caused us to reassess our short- and associated with Snyder's-Lance. Of the carrying value of all indefinite-lived trademarks, $620 million related to the Snyder’s of long-term margin expectations for this business. Based on this performance, we reduced our outlook for future operating Hanover trademark, $292 million related to the Pace trademark, $280 million related to the Pacific Foods trademark and $61 margins and discounted cash flows, which resulted in a $75 million impairment charge, representing a write-down of the million related to the Plum trademark. Holding all other assumptions constant, changes in the assumptions below would reduce remaining goodwill in the reporting unit. The fair value of the trademark exceeded the carrying value, which was $48 million. fair value of these trademarks and result in impairment charges of approximately: Various During the third quarter of 2018, we performed an interim impairment assessment on the intangible assets of the deli Snyder's- reporting unit, which includes Garden Fresh Gourmet and the U.S. refrigerated soup business. During the third quarter of 2018, (Millions) Lance Pace Pacific Foods Plum certain of our private label refrigerated soup customers, which represented a majority of the business, informed us of their 1% increase in the weighted-average cost of capital . . . . . . . . . $ (10) $ (5) $ — $ (5) intention to in-source production beginning in 2019, and the sales and operating profit outlook of the Garden Fresh Gourmet 1% reduction in revenue growth . . . . . . . . . . . . . . . . . . . . . . . . . $ — $ — $ — $ — business was reduced. Due to the anticipated loss of refrigerated soup business with these customers, as well as the performance of the Garden Fresh Gourmet business, we revised the long-term outlook for future sales, operating margins and discounted The estimates of future cash flows involve considerable management judgment and are based upon assumptions about cash flows for this reporting unit, which resulted in an $81 million impairment charge on goodwill, representing a write-down expected future operating performance, economic conditions, market conditions, and cost of capital. Inherent in estimating the of the remaining goodwill in the reporting unit, $13 million on a trademark, and $11 million on plant assets in the reporting future cash flows are uncertainties beyond our control, such as changes in capital markets. The actual cash flows could differ unit. materially from management’s estimates due to changes in business conditions, operating performance, and economic conditions. In addition, we performed an interim impairment assessment on the intangible assets of the Bolthouse Farms refrigerated beverages and salad dressings reporting unit as the operating performance in the third quarter was below expectations. We If assumptions are not achieved or market conditions decline, potential additional impairment charges could result. We will assessed sales performance of refrigerated beverages and key drivers impacting gross profit for the unit. We revised our long- continue to monitor the valuation of our long-lived assets. term outlook for future earnings and discounted cash flows to reflect reduced sales expectations to modest growth and See also Note 6 to the Consolidated Financial Statements for additional information on goodwill and intangible assets. decreased our gross profit outlook to reflect the inflation and manufacturing efficiency pressures that remained with the unit. This revised outlook resulted in a $384 million impairment charge on goodwill, representing a write-down of the remaining Pension and postretirement benefits — We provide certain pension and postretirement benefits to employees and retirees. goodwill in the reporting unit, and $130 million on a trademark in the reporting unit. Determining the cost associated with such benefits is dependent on various actuarial assumptions, including discount rates, expected return on plan assets, compensation increases, turnover rates and health care trend rates. Independent actuaries, in Continuing Operations accordance with accounting principles generally accepted in the United States, perform the required calculations to determine expense. In the fourth quarter of 2018, as part of our annual review of intangible assets, we recognized an impairment charge of $54 million on the Plum trademark. In 2018, sales and operating performance were well below expectations due in part to The discount rate is established as of our fiscal year-end measurement date. In establishing the discount rate, we review competitive pressure and reduced margins. In the fourth quarter of 2018, as part of a strategic review initiated by a new published market indices of high-quality debt securities, adjusted as appropriate for duration. In addition, independent actuaries leadership team and based on recent performance, we lowered our long-term outlook for future sales. apply high-quality bond yield curves to the expected benefit payments of the plans. Beginning in 2018, we changed the method we used to estimate the service and interest cost components of the net periodic benefit expense (income). We elected to use a 2019 Assessments full yield curve approach to estimate service cost and interest cost by applying the specific spot rates along the yield curve used Discontinued Operations to determine the benefit obligation of the relevant projected cash flows. Previously, we estimated service cost and interest cost using a single weighted-average discount rate derived from the yield curve used to measure the benefit obligation at the On August 30, 2018, we announced plans to pursue the divestiture of our international biscuits and snacks operating beginning of the period. We made this change to provide a more precise measurement of service cost and interest cost by segment and the Campbell Fresh operating segment. As we continued to pursue the divestiture of these businesses and as we improving the correlation between projected benefit cash flows and the corresponding spot yield curve rates. This change does received initial indications of value, in the second quarter of 2019, we performed interim impairment assessments on the not affect the measurement of our benefit obligations. We accounted for this change prospectively in 2018 as a change in intangible and tangible assets within Campbell Fresh, which included Garden Fresh Gourmet, Bolthouse Farms carrot and 36 37


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    accounting estimate. As a result of this change, net periodic benefit income increased by approximately $17 million in 2018, We wish to caution the reader that the following important factors and those important factors described in Part 1, Item 1A compared to what the net periodic benefit income would have been under the previous method. and elsewhere in this Report, or in our other Securities and Exchange Commission filings, could affect our actual results and could cause such results to vary materially from those expressed in any forward-looking statements made by, or on behalf of, The expected return on plan assets is a long-term assumption based upon historical experience and expected future us: performance, considering our current and projected investment mix. This estimate is based on an estimate of future inflation, long-term projected real returns for each asset class, and a premium for active management. Within any given fiscal period, • our ability to execute on and realize the expected benefits from our strategy, including growing sales in snacks and significant differences may arise between the actual return and the expected return on plan assets. Gains and losses resulting maintaining our market share position in soup; from differences between actual experience and the assumptions are determined at each measurement date. • the impact of strong competitive responses to our efforts to leverage brand power with product innovation, Net periodic pension and postretirement expense (income) was $93 million in 2020, $103 million in 2019 and ($185) promotional programs and new advertising; million in 2018. • the risks associated with trade and consumer acceptance of product improvements, shelving initiatives, new products Significant weighted-average assumptions as of the end of the year were as follows: and pricing and promotional strategies; 2020 2019 2018 • our indebtedness and ability to pay such indebtedness; Pension • impacts of, and associated responses to the COVID-19 pandemic on our business, suppliers, customers, consumers and Discount rate for benefit obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.47% 3.46% 4.15% employees; Expected return on plan assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.01% 6.85% 6.86% • our ability to realize projected cost savings and benefits from cost savings initiatives and the integration of recent Postretirement acquisitions; Discount rate for obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.15% 3.28% 4.06% • disruptions in or inefficiencies to our supply chain and/or operations including the impacts of the COVID-19 Initial health care trend rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.25% 6.25% 6.75% pandemic, as well as fluctuations in the supply of and inflation in energy and raw and packaging materials cost; Ultimate health care trend rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.50% 4.50% 4.50% • our ability to manage changes to our organizational structure and/or business processes, including selling, distribution, Estimated sensitivities to annual net periodic pension cost are as follows: a 50-basis-point decline in the discount rate manufacturing and information management systems or processes; would decrease expense by approximately $9 million and would result in an immediate loss recognition of approximately $120 million. A 50-basis-point reduction in the estimated return on assets assumption would increase expense by approximately $10 • changes in consumer demand for our products and favorable perception of our brands; million. A one-percentage-point increase in assumed health care costs would have no impact on postretirement service and • changing inventory management practices by certain of our key customers; interest cost and would not result in an immediate loss. • a changing customer landscape, with value and e-commerce retailers expanding their market presence, while certain of Contributions to pension plans were $2 million in 2020, and $5 million in 2019 and 2018. Contributions to pension plans our key customers maintain significance to our business; are not expected to be material in 2021. • product quality and safety issues, including recalls and product liabilities; See also Note 11 to the Consolidated Financial Statements for additional information on pension and postretirement • the possible disruption to the independent contractor distribution models used by certain of our businesses, including benefits. as a result of litigation or regulatory actions affecting their independent contractor classification; Income taxes — The effective tax rate reflects statutory tax rates, tax planning opportunities available in the various • the uncertainties of litigation and regulatory actions against us; jurisdictions in which we operate and management’s estimate of the ultimate outcome of various tax audits and issues. Significant judgment is required in determining the effective tax rate and in evaluating tax positions. Income taxes are recorded • the costs, disruption and diversion of management's attention associated with activist investors; based on amounts refundable or payable in the current year and include the effect of deferred taxes. Deferred tax assets and • a material failure in or breach of our or our vendors' information technology systems; liabilities are recognized for the future impact of differences between the financial statement carrying amounts of assets and liabilities and their respective tax bases, as well as for operating loss and tax credit carryforwards. Deferred tax assets and • impairment to goodwill or other intangible assets; liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those differences are • our ability to protect our intellectual property rights; expected to be recovered or settled. Valuation allowances are established for deferred tax assets when it is more likely than not • increased liabilities and costs related to our defined benefit pension plans; that a tax benefit will not be realized. • our ability to attract and retain key talent; On December 22, 2017, the Act was enacted into law and made significant changes to corporate taxation, including reducing the corporate tax rate from 35% to 21% effective January 1, 2018, and transitioning to a territorial system for taxation • changes in currency exchange rates, tax rates, interest rates, debt and equity markets, inflation rates, economic on foreign earnings along with the imposition of a transition tax in 2018 on the deemed repatriation of unremitted foreign conditions, law, regulation and other external factors; and earnings. • unforeseen business disruptions in one or more of our markets due to political instability, civil disobedience, terrorism, See also Notes 1 and 13 to the Consolidated Financial Statements for further discussion on income taxes. armed hostilities, extreme weather conditions, natural disasters or other calamities. RECENT ACCOUNTING PRONOUNCEMENTS This discussion of uncertainties is by no means exhaustive but is designed to highlight important factors that may impact our outlook. We disclaim any obligation or intent to update forward-looking statements made by us in order to reflect new See Note 2 to the Consolidated Financial Statements for information on recent accounting pronouncements. information, events or circumstances after the date they are made. CAUTIONARY FACTORS THAT MAY AFFECT FUTURE RESULTS Item 7A. Quantitative and Qualitative Disclosure About Market Risk This Report contains "forward-looking" statements within the meaning of the Private Securities Litigation Reform Act of The information presented in the section entitled "Management’s Discussion and Analysis of Financial Condition and 1995. These forward-looking statements reflect our current expectations regarding our future results of operations, economic Results of Operations — Market Risk Sensitivity" is incorporated herein by reference. performance, financial condition and achievements. These forward-looking statements can be identified by words such as "anticipate," "believe," "estimate," "expect," "intend," "plan," "pursue," "strategy," "target," "will" and similar expressions. One can also identify forward-looking statements by the fact that they do not relate strictly to historical or current facts, and may reflect anticipated cost savings or implementation of our strategic plan. These statements reflect our current plans and expectations and are based on information currently available to us. They rely on several assumptions regarding future events and estimates which could be inaccurate and which are inherently subject to risks and uncertainties. 38 39


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    Item 8. Financial Statements and Supplementary Data CAMPBELL SOUP COMPANY Consolidated Statements of Comprehensive Income CAMPBELL SOUP COMPANY (millions) Consolidated Statements of Earnings 2020 2019 2018 (millions, except per share amounts) 53 weeks 52 weeks 52 weeks Tax Tax Tax 2020 2019 2018 Pre-tax (expense) After-tax Pre-tax (expense) After-tax Pre-tax (expense) After-tax amount benefit amount amount benefit amount amount benefit amount 53 weeks 52 weeks 52 weeks Net earnings . . . . . . . . . . . . . . . . . . . $ 1,628 $ 211 $ 261 Net sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 8,691 $ 8,107 $ 6,615 Costs and expenses Other comprehensive income (loss): Cost of products sold . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,692 5,414 4,241 Foreign currency translation: Marketing and selling expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 947 842 728 Foreign currency translation adjustments . . . . . . . . . . . . . . . . . $ (1) $ — (1) $ (68) $ — (68) $ (69) $ — (69) Administrative expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 622 610 563 Reclassification of currency Research and development expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 93 91 91 translation adjustments realized upon disposal of business . . . . . . 206 4 210 2 — 2 — — — Other expenses / (income) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 221 140 (73) Cash-flow hedges: Restructuring charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 31 55 Unrealized gains (losses) arising Total costs and expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7,584 7,128 5,605 during period . . . . . . . . . . . . . . . . 3 (1) 2 (3) 1 (2) 23 (7) 16 Earnings before interest and taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,107 979 1,010 Reclassification adjustment for (gains) losses included in net Interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 345 356 183 earnings . . . . . . . . . . . . . . . . . . . . — — — — — — 3 (1) 2 Interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 2 3 Pension and other postretirement Earnings before taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 766 625 830 benefits: Taxes on earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 174 151 106 Prior service credit arising during the period . . . . . . . . . . . . . . . . . . . — — — — — — 9 (2) 7 Earnings from continuing operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 592 474 724 Reclassification of prior service Earnings (loss) from discontinued operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,036 (263) (463) credit included in net earnings . . (28) 6 (22) (28) 7 (21) (27) 7 (20) Net earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,628 211 261 Other comprehensive income (loss) $ 180 $ 9 189 $ (97) $ 8 (89) $ (61) $ (3) (64) Less: Net earnings (loss) attributable to noncontrolling interests . . . . . . . . . . . . . . . . . — — — Total comprehensive income (loss) . $ 1,817 $ 122 $ 197 Net earnings attributable to Campbell Soup Company . . . . . . . . . . . . . . . . . . . . . . . $ 1,628 $ 211 $ 261 Per Share — Basic Total comprehensive income (loss) attributable to noncontrolling interests 1 — 1 Earnings from continuing operations attributable to Campbell Soup Company . . . . . . . $ 1.96 $ 1.57 $ 2.41 Total comprehensive income (loss) Earnings (loss) from discontinued operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3.43 (.87) (1.54) attributable to Campbell Soup Company . . . . . . . . . . . . . . . . . . . . . . $ 1,816 $ 122 $ 196 Net earnings attributable to Campbell Soup Company . . . . . . . . . . . . . . . . . . . . . . . $ 5.39 $ .70 $ .87 See accompanying Notes to Consolidated Financial Statements. Weighted average shares outstanding — basic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 302 301 301 Per Share — Assuming Dilution Earnings from continuing operations attributable to Campbell Soup Company . . . . . . . $ 1.95 $ 1.57 $ 2.40 Earnings (loss) from discontinued operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3.41 (.87) (1.53) Net earnings attributable to Campbell Soup Company(1) . . . . . . . . . . . . . . . . . . . . . . $ 5.36 $ .70 $ .86 Weighted average shares outstanding — assuming dilution . . . . . . . . . . . . . . . . . . . . . . 304 302 302 (1) Sum of the individual amounts may not add due to rounding. See accompanying Notes to Consolidated Financial Statements. 40 41


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    CAMPBELL SOUP COMPANY CAMPBELL SOUP COMPANY Consolidated Balance Sheets Consolidated Statements of Cash Flows (millions, except per share amounts) (millions) August 2, July 28, 2020 2019 2020 2019 2018 Current assets 53 weeks 52 weeks 52 weeks Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 859 $ 31 Cash flows from operating activities: Accounts receivable, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 575 574 Net earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1,628 $ 211 $ 261 Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 871 863 Adjustments to reconcile net earnings to operating cash flow Impairment charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 393 748 Other current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 80 71 Restructuring charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 31 62 Current assets of discontinued operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 428 Stock-based compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61 58 61 Total current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,385 1,967 Amortization of inventory fair value adjustment from acquisition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — 42 Plant assets, net of depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,368 2,455 Pension and postretirement benefit expense (income) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 93 103 (187) Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,986 4,017 Depreciation and amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 328 446 394 Deferred income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (6) 14 (133) Other intangible assets, net of amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,350 3,415 Net (gain) loss on sales of businesses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (975) 32 — Other assets ($76 as of 2019 attributable to variable interest entity) . . . . . . . . . . . . . . . . . . . . . . . 283 127 75 — — Loss on extinguishment of debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Noncurrent assets of discontinued operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 1,167 Investment losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49 1 10 Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 12,372 $ 13,148 Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 101 24 24 Current liabilities Changes in working capital, net of acquisitions and divestitures Short-term borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1,202 $ 1,371 Accounts receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (30) (11) 56 Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (20) 36 (84) Payable to suppliers and others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,049 814 Prepaid assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (3) (1) 27 Accrued liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 693 609 145 125 78 Accounts payable and accrued liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Dividends payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 107 107 Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (59) (64) (54) Accrued income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24 15 Net cash provided by operating activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,396 1,398 1,305 Current liabilities of discontinued operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 469 Cash flows from investing activities: Total current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Purchases of plant assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (299) (384) (407) 3,075 3,385 Purchases of route businesses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (11) (29) (9) Long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,994 7,103 Sales of route businesses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 31 10 Deferred taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 914 924 Businesses acquired, net of cash acquired . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — (18) (6,772) Other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 820 559 Sales of businesses, net of cash divested . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,537 539 — Noncurrent liabilities of discontinued operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 65 Proceeds from sale of investment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30 — — Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9,803 12,036 Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 14 (19) Net cash provided by (used in) investing activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,272 153 (7,197) Commitments and contingencies Cash flows from financing activities: Campbell Soup Company shareholders' equity Short-term borrowings, including commercial paper and revolving line of credit . . . . . . . . . . . . . . . . . . . . . 5,617 5,839 10,222 Preferred stock; authorized 40 shares; none issued . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — (6,909) (6,296) (9,944) Short-term repayments, including commercial paper and revolving line of credit . . . . . . . . . . . . . . . . . . . . . Capital stock, $.0375 par value; authorized 560 shares; issued 323 shares . . . . . . . . . . . . . . . . 12 12 Long-term borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,000 — 6,224 Additional paid-in capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 394 372 Long-term repayments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (499) (702) (63) Earnings retained in the business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,190 1,993 Dividends paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (426) (423) (426) Treasury stock purchases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — (86) Capital stock in treasury, at cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (1,023) (1,076) Treasury stock issuances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23 — — Accumulated other comprehensive loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (10) (198) (12) (8) (23) Payments related to tax withholding for stock-based compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total Campbell Soup Company shareholders' equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,563 1,103 Payments related to extinguishment of debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (1,769) — — Noncontrolling interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 9 Repurchase of noncontrolling interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — (47) Total equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,569 1,112 Payments of debt issuance costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (12) (1) (50) Total liabilities and equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net cash provided by (used in) financing activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (2,987) (1,591) 5,807 $ 12,372 $ 13,148 Effect of exchange rate changes on cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (1) (7) (8) See accompanying Notes to Consolidated Financial Statements. Net change in cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 680 (47) (93) Cash and cash equivalents — beginning of period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31 49 37 Cash and cash equivalents discontinued operations — beginning of period . . . . . . . . . . . . . . . . . . . . . . . . 148 177 282 Cash and cash equivalents discontinued operations — end of period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — (148) (177) Cash and cash equivalents — end of period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 859 $ 31 $ 49 See accompanying Notes to Consolidated Financial Statements. 42 43


  • Page 31

    CAMPBELL SOUP COMPANY Notes to Consolidated Financial Statements Consolidated Statements of Equity (currency in millions, except per share amounts) (millions, except per share amounts) Campbell Soup Company Shareholders’ Equity 1. Summary of Significant Accounting Policies Capital Stock In this Report, unless otherwise stated, the terms "we," "us," "our" and the "company" refer to Campbell Soup Company Issued In Treasury Earnings Accumulated and its consolidated subsidiaries. Additional Retained in Other Paid-in the Comprehensive Noncontrolling Total Shares Amount Shares Amount Capital Business Income (Loss) Interests Equity We are a manufacturer and marketer of high-quality, branded food and beverage products. Basis of Presentation — The consolidated financial statements include our accounts and entities in which we maintain a Balance at July 30, 2017 . . . . . 323 $ 12 (22) $ (1,066) $ 359 $ 2,385 $ (53) $ 8 $ 1,645 controlling financial interest and a variable interest entity (VIE) for which we were the primary beneficiary. Intercompany Noncontrolling interest transactions are eliminated in consolidation. Certain amounts in prior-year financial statements were reclassified to conform to acquired . . . . . . . . . . . . . . . . . . 47 47 the current-year presentation. Our fiscal year ends on the Sunday nearest July 31. There were 53 weeks in 2020 and 52 weeks in Repurchase of noncontrolling interest . . . . . . . . . . . . . . . . . . . (47) (47) 2019, and 2018. Net earnings (loss) . . . . . . . . . . 261 — 261 Discontinued Operations — We present discontinued operations when there is a disposal of a component group or a group Other comprehensive income of components that in our judgment represents a strategic shift that will have a major effect on our operations and financial (loss) . . . . . . . . . . . . . . . . . . . . (65) 1 (64) results. We aggregate the results of operations for discontinued operations into a single line item in the Consolidated Statements Dividends ($1.40 per share) . . (422) (422) of Earnings for all periods presented. General corporate overhead is not allocated to discontinued operations. See Note 3 for Treasury stock purchased . . . . (2) (86) (86) additional information. Treasury stock issued under management incentive and Use of Estimates — Generally accepted accounting principles require management to make estimates and assumptions that stock option plans . . . . . . . . . . 2 49 (10) 39 affect assets, liabilities, revenues and expenses. Actual results could differ from those estimates. Balance at July 29, 2018 . . . . . 323 12 (22) (1,103) 349 2,224 (118) 9 1,373 Revenue Recognition — Our revenues primarily consist of the sale of food and beverage products through our own sales Cumulative effect of changes force and/or third-party brokers and distribution partners. Revenues are recognized when our performance obligation has been in accounting principle: . . . . . . satisfied and control of the product passes to our customers, which typically occurs when products are delivered or accepted by Revenue(1) . . . . . . . . . . . . . . . . (8) (8) customers in accordance with terms of agreements. We make shipments promptly after acceptance of orders. Shipping and Stranded tax effects(1) . . . . . . . (9) 9 — handling costs incurred to deliver the product are recorded within Cost of products sold. Amounts billed and due from our Net earnings (loss) . . . . . . . . . . 211 — 211 customers are classified as Accounts receivable in the Consolidated Balance Sheets and require payment on a short-term basis. Other comprehensive income Revenues are recognized net of provisions for returns, discounts and certain sales promotion expenses, such as feature price (loss) . . . . . . . . . . . . . . . . . . . . (89) — (89) discounts, in-store display incentives, cooperative advertising programs, new product introduction fees and coupon redemption Dividends $1.40 per share) . . . (425) (425) costs. These forms of variable consideration are recognized upon sale. The recognition of costs for promotion programs Treasury stock purchased . . . . — — — involves the use of judgment related to performance and redemption estimates. Estimates are made based on historical Treasury stock issued under experience and other factors, including expected volume. Historically, the difference between actual experience compared to management incentive and estimated redemptions and performance has not been significant to the quarterly or annual financial statements. Differences stock option plans . . . . . . . . . . — 27 23 50 between estimates and actual costs are recognized as a change in estimate in a subsequent period. Revenues are presented on a Balance at July 28, 2019 . . . . . 323 12 (22) (1,076) 372 1,993 (198) 9 1,112 net basis for arrangements under which suppliers perform certain additional services. See Note 7 for additional information on Net earnings (loss) . . . . . . . . . 1,628 — 1,628 disaggregation of revenue. In 2019, we adopted revised guidance on the recognition of revenue from contracts with customers. Divestiture . . . . . . . . . . . . . . . (4) (4) See Note 2 for additional information. Other comprehensive income Cash and Cash Equivalents — All highly liquid debt instruments purchased with a maturity of three months or less are (loss) . . . . . . . . . . . . . . . . . . . . 188 1 189 classified as cash equivalents. Dividends ($1.40 per share) . (428) (428) Treasury stock purchased . . — — — Inventories — All inventories are valued at the lower of average cost or net realizable value. Treasury stock issued under Property, Plant and Equipment — Property, plant and equipment are recorded at historical cost and are depreciated over management incentive and estimated useful lives using the straight-line method. Buildings and machinery and equipment are depreciated over periods not stock option plans . . . . . . . . . 1 53 22 (3) 72 exceeding 45 years and 20 years, respectively. Assets are evaluated for impairment when conditions indicate that the carrying Balance at August 2, 2020 . . . 323 $ 12 (21) $ (1,023) $ 394 $ 3,190 $ (10) $ 6 $ 2,569 value may not be recoverable. Such conditions include significant adverse changes in business climate or a plan of disposal. (1) Repairs and maintenance are charged to expense as incurred. See Note 2 for additional detail. See accompanying Notes to Consolidated Financial Statements. Goodwill and Intangible Assets — Goodwill and intangible assets deemed to have indefinite lives are not amortized but rather are tested at least annually for impairment, or when circumstances indicate that the carrying amount of the asset may not be recoverable. Goodwill is tested for impairment at the reporting unit level. A reporting unit is an operating segment or a component of an operating segment. Goodwill is tested for impairment by either performing a qualitative evaluation or a quantitative test. The qualitative evaluation is an assessment of factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount, including goodwill. We may elect not to perform the qualitative assessment for some or all reporting units and perform a quantitative impairment test. Fair value is determined based on discounted cash flow analyses. The discounted estimates of future cash flows include significant management assumptions such as revenue growth rates, operating margins, weighted average costs of capital and future economic and market conditions. If the carrying value of the reporting unit exceeds fair value, goodwill is considered impaired and an impairment charge will be recorded to reduce the reporting unit to fair value. 44 45


  • Page 32

    Indefinite-lived intangible assets are tested for impairment by comparing the fair value of the asset to the carrying value. effectiveness and the amounts recognized in earnings is recorded as a component of other comprehensive income (loss). Fair value is determined based on discounted cash flow analyses that include significant management assumptions such as Changes in the fair value of derivatives that are not designated for hedge accounting are recognized in current-period earnings. revenue growth rates, weighted average costs of capital and assumed royalty rates. If the carrying value exceeds fair value, an Cash flows from derivative contracts are included in Net cash provided by operating activities. impairment charge will be recorded to reduce the asset to fair value. Advertising Production Costs — Advertising production costs are expensed in the period that the advertisement first takes See Notes 3 and 6 for information on intangible assets and impairment charges. place or when a decision is made not to use an advertisement. Leases — At the beginning of the first quarter of 2020, we adopted new guidance on accounting for leases. We determine if Research and Development Costs — The costs of research and development are expensed as incurred. Costs include an agreement is or contains a lease at inception by evaluating if an identified asset exists that we control for a period of time. expenditures for new product and manufacturing process innovation, and improvements to existing products and processes. When a lease exists, we record a right-of-use (ROU) asset and a corresponding lease liability on our Consolidated Balance Costs primarily consist of salaries, wages, consulting, and depreciation and maintenance of research facilities and equipment. Sheet. ROU assets represent our right to use an underlying asset for the lease term and the corresponding liabilities represent an obligation to make lease payments during the term. We have elected not to record leases with a term of 12 months or less on Income Taxes — Deferred tax assets and liabilities are recognized for the future impact of differences between the financial our Consolidated Balance Sheet. statement carrying amounts of assets and liabilities and their respective tax bases, as well as for operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in ROU assets are recorded on our Consolidated Balance Sheet at lease commencement based on the present value of the the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and corresponding liabilities and are adjusted for any prepayments, lease incentives received, or initial direct costs incurred. To liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Valuation allowances calculate the present value of our lease liabilities, we use a country-specific collateralized incremental borrowing rate based on are recorded to reduce deferred tax assets when it is more likely than not that a tax benefit will not be realized. the lease term at commencement. The measurement of our ROU assets and liabilities includes all fixed payments and any variable payments based on an index or rate. 2. Recent Accounting Pronouncements Our leases generally include options to extend or terminate use of the underlying assets. These options are included in the Recently Adopted lease term used to determine ROU assets and corresponding liabilities when we are reasonably certain we will exercise. In May 2014, the Financial Accounting Standards Board (FASB) issued revised guidance on the recognition of revenue Our lease arrangements typically include non-lease components, such as common area maintenance and labor. We account from contracts with customers. We adopted the guidance in the first quarter of 2019, effective on July 30, 2018, using the for each lease and any non-lease components associated with that lease as a single lease component for all underlying asset modified retrospective method and recorded a cumulative effect adjustment of $8, net of tax, to decrease the opening balance of classes with the exception of certain production assets. Accordingly, all costs associated with a lease contract are disclosed as Earnings retained in the business, an increase of $10 to Accrued liabilities, an increase of $1 to Accounts payable, a decrease of lease costs. This includes any variable payments that are not dependent on an index or a rate and which are expensed as $2 to Deferred taxes and an increase of $1 to Other assets. incurred. In January 2016, the FASB issued guidance that amends the recognition and measurement of financial instruments. The Operating leases expense is recognized on a straight-line basis over the lease term with the expense recorded in Cost of changes primarily affect the accounting for equity investments, financial liabilities under the fair value option, and the products sold, Marketing and selling expenses, or Administrative expenses depending on the nature of the leased item. presentation and disclosure requirements for financial instruments. Under the new guidance, equity investments in unconsolidated entities that are not accounted for under the equity method will generally be measured at fair value through For finance leases, the amortization of ROU lease assets is recognized on a straight-line basis over the shorter of the earnings. When the fair value option has been elected for financial liabilities, changes in fair value due to instrument-specific estimated useful life of the underlying asset or the lease term in Cost of products sold, Marketing and selling expenses, or credit risk will be recognized separately in other comprehensive income. The guidance is effective for fiscal years beginning Administrative expenses depending on the nature of the leased item. Interest expense on finance lease obligations is recorded after December 15, 2017, and interim periods within those years. In 2019, we adopted the guidance. The adoption did not have over the lease term and is recorded in Interest expense (based on a front-loaded interest expense pattern). an impact on our consolidated financial statements. All operating lease cash payments and interest on finance leases are recorded within Net cash provided by operating In February 2016, the FASB issued guidance that amends accounting for leases. Under the new guidance, a lessee will activities and all finance lease principal payments are recorded within Net cash used in financing activities in our Consolidated recognize most leases on the balance sheet but will recognize expenses similar to current lease accounting. The guidance is Statements of Cash Flows. effective for fiscal years, and interim periods within those years, beginning after December 15, 2018. In July 2018, the FASB See Notes 2 and 12 for more information. issued an adoption approach that allows entities to apply the new guidance and recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption without restating prior periods. We adopted the new guidance at Derivative Financial Instruments — We use derivative financial instruments primarily for purposes of hedging exposures the beginning of 2020 using this transition method. We elected to apply a package of practical expedients, which allowed us to to fluctuations in foreign currency exchange rates, interest rates, commodities and equity-linked employee benefit obligations. not reassess prior conclusions related to contracts containing leases, lease classification, and initial direct costs. Adoption of the We enter into these derivative contracts for periods consistent with the related underlying exposures, and the contracts do not new guidance resulted in the recognition of operating lease ROU assets of $259 and operating lease liabilities of $254, with the constitute positions independent of those exposures. We do not enter into derivative contracts for speculative purposes and do difference between the assets and liabilities primarily due to below market assets, deferred rent and prepaid rent. In addition, we not use leveraged instruments. Our derivative programs include strategies that qualify and strategies that do not qualify for derecognized $20 of an asset and liability associated with a build-to-suit lease arrangement. The adoption did not have a hedge accounting treatment. To qualify for hedge accounting, the hedging relationship, both at inception of the hedge and on an material impact on consolidated net earnings or cash flows. See Note 12 for additional information. ongoing basis, is expected to be highly effective in achieving offsetting changes in the fair value of the hedged risk during the period that the hedge is designated. In August 2016, the FASB issued guidance on the classification of certain cash receipts and payments in the statement of cash flows. The guidance is effective for fiscal years beginning after December 15, 2017, and interim periods within those All derivatives are recognized on the balance sheet at fair value. For derivatives that qualify for hedge accounting, we years. Early adoption is permitted. The guidance must be applied retrospectively to all periods presented but may be applied designate the derivative as a hedge of the fair value of a recognized asset or liability or a firm commitment (fair-value hedge) or prospectively if retrospective application would be impracticable. In 2019, we adopted the guidance. The adoption did not have a hedge of a forecasted transaction or of the variability of cash flows to be received or paid related to a recognized asset or a material impact on our consolidated financial statements. liability (cash-flow hedge). Some derivatives may also be considered natural hedging instruments (changes in fair value act as economic offsets to changes in fair value of the underlying hedged item) and are not designated for hedge accounting. In October 2016, the FASB issued guidance on tax accounting for intra-entity asset transfers. Under previous guidance, the tax effects of intra-entity asset transfers (intercompany sales) are deferred until the transferred asset is sold to a third party or Changes in the fair value on the portion of the derivative included in the assessment of hedge effectiveness of a fair-value otherwise recognized. The new guidance requires companies to account for the income tax effects on intercompany transfers of hedge, along with the gain or loss on the underlying hedged asset or liability (including losses or gains on firm commitments), assets other than inventory when the transfer occurs. The new guidance is effective for fiscal years beginning after December are recorded in current-period earnings. Changes in the fair value on the portion of the derivative included in the assessment of 15, 2017, and interim periods within those years. Early adoption is permitted in the first interim period of a fiscal year. The hedge effectiveness of cash-flow hedges are recorded in other comprehensive income (loss), until earnings are affected by the modified retrospective approach is required upon adoption, with a cumulative-effect adjustment recorded in retained earnings as variability of cash flows. For derivatives that are designated and qualify as hedging instruments, the initial fair value of hedge of the beginning of the period of adoption. In 2019, we adopted the guidance. The adoption did not have an impact on our components excluded from the assessment of effectiveness is recognized in earnings under a systematic and rational method consolidated financial statements. over the life of the hedging instrument and is presented in the same statement of earnings line item as the earnings effect of the hedged item. Any difference between the change in the fair value of the hedge components excluded from the assessment of 46 47


  • Page 33

    In January 2017, the FASB issued guidance that revises the definition of a business to assist entities with evaluating when a 3. Divestitures set of transferred assets and activities is a business. The guidance requires an entity to evaluate if substantially all of the fair Discontinued Operations value of the gross assets acquired is concentrated in a single identifiable asset or a group of similar identifiable assets. If this threshold is met, the set of transferred assets and activities is not a business. If it is not met, the entity then evaluates whether the On February 25, 2019, we sold our U.S. refrigerated soup business, and on April 25, 2019, we sold our Garden Fresh set meets the requirement that a business include, at a minimum, an input and a substantive process that together significantly Gourmet business. Proceeds were $55. On June 16, 2019, we sold our Bolthouse Farms business. Proceeds were $500. contribute to the ability to create outputs. The guidance is effective for fiscal years beginning after December 15, 2017, and Beginning in the third quarter of 2019, we have reflected the results of these businesses as discontinued operations in the interim periods within those years. Early adoption is permitted. In 2019, we adopted the guidance. The adoption did not have an Consolidated Statements of Earnings for all periods presented. These businesses were historically included in the Campbell impact on our consolidated financial statements. Fresh reportable segment. In May 2017, the FASB issued guidance that clarifies when changes to the terms or conditions of a share-based payment We completed the sale of our Kelsen business on September 23, 2019, for $322. We also completed the sale of our award must be accounted for as modifications. Under the new guidance, modification accounting is required only if the value, Arnott’s business and certain other international operations, including the simple meals and shelf-stable beverages businesses in the vesting conditions, or the classification of the award (as equity or liability) changes as a result of the change in terms or Australia and Asia Pacific (the Arnott's and other international operations), on December 23, 2019, for $2,286. The purchase conditions. The guidance is effective prospectively for fiscal years beginning after December 15, 2017. Early adoption is price was subject to certain post-closing adjustments, which resulted in $4 of additional proceeds in the third quarter of 2020. permitted. We will apply the guidance in evaluating future changes to terms or conditions of share-based payment awards. 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 In August 2017, the FASB issued guidance that amends hedge accounting. Under the new guidance, more hedging Statements of Earnings for all periods presented. These businesses were historically included in the Snacks reportable segment. strategies will be eligible for hedge accounting and the application of hedge accounting is simplified. The new guidance amends presentation and disclosure requirements, and how effectiveness is assessed. In October 2018, the FASB issued guidance which Results of discontinued operations were as follows: permits an entity to designate the overnight index swap rate based on the Secured Overnight Financing Rate Fed Funds as a Campbell International Campbell Fresh benchmark interest rate in a hedge accounting relationship. The guidance is effective for fiscal years beginning after December 2020 2019 2018 2019 2018 15, 2018, and interim periods within those years. We adopted the new guidance at the beginning of the first quarter of 2020. The adoption did not have a material impact on our consolidated financial statements. Net sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 359 $ 1,046 $ 1,120 $ 756 $ 950 In February 2018, the FASB issued guidance that provides entities an option to reclassify the stranded tax effects of the Tax Cuts and Jobs Act of 2017 on items within accumulated other comprehensive income to retained earnings. The guidance is Impairment charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ — $ 17 $ — $ 360 $ 694 effective for fiscal years beginning after December 15, 2018, and interim periods within those years. We adopted the guidance in the first quarter of 2019, effective on July 30, 2018, and elected not to reclassify prior periods. The adoption resulted in a Earnings (loss) before taxes from operations . . . . . . . . . . . . . . . . . $ 53 $ 120 $ 163 $ (359) $ (721) cumulative effect adjustment of $9 to decrease the opening balance of Earnings retained in the business and a corresponding net Taxes on earnings (loss) from operations . . . . . . . . . . . . . . . . . . . . 17 41 47 (78) (142) decrease to the components of Accumulated other comprehensive income (loss). See Note 5 for additional information. Gain (loss) on sales of businesses / costs associated with selling Accounting Pronouncements Not Yet Adopted the businesses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,039 (12) — (32) — In August 2018, the FASB issued guidance that changes the disclosure requirements related to defined benefit pension and Tax expense (benefit) on sales / costs associated with selling the postretirement plans. The guidance is effective for fiscal years beginning after December 15, 2020. The guidance is to be businesses 39 (2) — 19 — applied on a retrospective basis. Early adoption is permitted. We are currently evaluating the impact that the new guidance will Earnings (loss) from discontinued operations . . . . . . . . . . . . . . . . . $ 1,036 $ 69 $ 116 $ (332) $ (579) have on our disclosures. The sale of the Arnott's and other international operations resulted in a substantial capital gain for tax purposes. We were In August 2018, the FASB issued guidance that eliminates, adds, and modifies certain disclosure requirements for fair able to utilize capital losses, which were offset with valuation allowances as of July 28, 2019, to offset the capital gain. value measurements. The guidance is effective for fiscal years beginning after December 15, 2019, and interim periods within In the fourth quarter of 2019, as part of our annual review of intangible assets, we recognized an impairment charge of $7 those years. We will adopt the new guidance in 2021, and do not expect a material impact on our consolidated financial on a trademark and $10 on goodwill in Kelsen due to a lower long-term outlook for sales and the pending sale of the business. statements. In the second quarter of 2019, we performed interim impairment assessments on the intangible and tangible assets of the In August 2018, the FASB issued guidance on accounting for implementation costs incurred in a cloud computing Campbell Fresh businesses. We revised our future outlook for earnings and cash flows for each of these businesses as the arrangement that is a service contract. The guidance aligns the requirements for capitalizing implementation costs incurred in a divestiture process progressed and we received initial indications of value. In Bolthouse Farms carrot and carrot ingredients, we hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or recorded impairment charges of $18 on the trademark, $40 on customer relationships, $15 on technology and $104 on plant obtain internal-use software. The guidance is effective for fiscal years beginning after December 15, 2019. Entities have the assets. In Bolthouse Farms refrigerated beverages and salad dressings, we recorded impairment charges of $74 on the option to apply the guidance prospectively to all implementation costs incurred after the date of adoption or retrospectively. trademark, $22 on customer relationships, and $9 on plant assets. In Garden Fresh Gourmet, we recorded impairment charges of Early adoption is permitted. We will adopt the new guidance prospectively in 2021, and do not expect a material impact on our $23 on the trademark, $39 on customer relationships, and $2 on plant assets. In the first quarter of 2019, we recorded an consolidated financial statements. impairment charge of $14 on the U.S refrigerated soup plant assets in Campbell Fresh. In addition, we recorded tax expense of In December 2019, the FASB issued guidance on simplifying the accounting for income taxes. The guidance removes $29 in 2019, as deferred tax assets were not realizable. certain exceptions to the general principles of accounting for income taxes and also improves consistent application of Under the terms of the sale of the Arnott's and other international operations, we entered into a long-term licensing accounting by clarifying or amending existing guidance. The guidance is effective for fiscal years beginning after December 15, arrangement for the exclusive rights to certain Campbell brands in certain non-U.S. markets. We provide certain transition 2020, and interim periods within those years. Early adoption is permitted. We are currently evaluating the impact that the new services to support the divested businesses. 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. 48 49


  • Page 34

    The assets and liabilities of Campbell International have been reflected as assets and liabilities of discontinued operations 4. Acquisitions in the Consolidated Balance Sheet as of July 28, 2019. The assets and liabilities were as follows: On March 26, 2018, we completed the acquisition of Snyder's-Lance, Inc. (Snyder's-Lance) for $50.00 per share. Total July 28, consideration was $6,112, which included the payoff of approximately $1,100 of Snyder's-Lance indebtedness. The acquisition 2019 was financed through a single draw 3-year senior unsecured term loan facility and the issuance of senior notes. Snyder's- Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 148 Lance is a snack food company that manufactures, distributes, markets and sells snack food products in North America and Accounts receivable, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 135 Europe. Its primary brands include Snyder’s of Hanover and Lance, as well as Kettle Brand, Cape Cod, Snack Factory Pretzel Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 135 Crisps, Pop Secret, Emerald and Late July. Other current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 The excess of the purchase price over the estimated fair values of identifiable net assets was recorded as $3,006 of Current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 428 goodwill. The goodwill is included in the Snacks segment. In the first quarter of 2019, we made measurement period adjustments to reflect facts and circumstances in existence as of the date of the Snyder's-Lance acquisition. These adjustments included a $134 decrease to indefinite-lived trademarks, a $52 decrease to customer relationships, a $43 decrease to Deferred Plant assets, net of depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 340 taxes and a $140 increase to Goodwill. Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 661 On December 12, 2017, we completed the acquisition of Pacific Foods of Oregon, LLC (Pacific Foods). The purchase Other intangible assets, net of amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 135 price was $688. Pacific Foods produces broth, soups and non-dairy beverages. The excess of the purchase price over the Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31 estimated fair values of identifiable net assets was recorded as $202 of goodwill. The goodwill is included in the Meals & Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1,595 Beverages segment. In 2019, the acquisition of Snyder's-Lance contributed $2,192 to Net sales. The contribution to Earnings from continuing Short-term borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 232 operations was a loss of $36 including expenses associated with restructuring charges and cost savings initiatives, as well as Payable to suppliers and others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 109 interest expense on the debt to finance the acquisition. Accrued liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 114 In 2018, we recognized transaction costs and integration costs of $102, associated with the Snyder's-Lance acquisition. Accrued income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 Approximately $53 represented transactions costs, including bridge financing costs and outside advisory costs, and were Current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 469 recorded in Other expenses / (income). Integration costs included the following: • amortization of the acquisition date fair value adjustment to inventories of $42 that was recorded in Cost of products Long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 6 sold; Deferred taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32 • $13 of Restructuring charges; Other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27 • $12 of Administrative expenses; and Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 534 • $18 gain in Interest expense on treasury rate lock contracts used to hedge the planned financing of the acquisition. The depreciation and amortization, capital expenditures, sale proceeds and significant operating noncash items of Campbell The acquisition of Snyder's-Lance contributed $772 to Net sales from March 26, 2018, through July 29, 2018. The Fresh and Campbell International were as follows: contribution to Earnings from continuing operations was a loss of $84 from March 26, 2018, through July 29, 2018, including 2020 2019 2018 the effect of the transaction and integration costs, and interest expense on the debt to finance the acquisition. Cash flows from discontinued operating activities: In 2019, the acquisition of Pacific Foods contributed $222 to Net sales. The contribution to Earnings from continuing Impairment charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ — $ 377 $ 694 operations was a loss of $12. The acquisition of Pacific Foods contributed $123 to Net sales from December 12, 2017, through July 29, 2018. The contribution to Earnings from continuing operations was a loss of $13 from December 12, 2017, through Depreciation and amortization (1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 83 115 July 29, 2018. Net (gain) loss on sales of discontinued operations businesses . . . . . . . . . . . . (1,039) 32 — The following unaudited summary information is presented on a consolidated pro forma basis as if the Snyder's-Lance and Pacific Foods acquisitions had occurred on August 1, 2016: Cash flows from discontinued investing activities: 2018 Capital expenditures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 30 $ 59 $ 88 Net sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 8,152 Sales of discontinued operations businesses, net of cash divested . . . . . . . . . . 2,466 539 — Earnings from continuing operations attributable to Campbell Soup Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 834 _____________________________________ (1) Earnings from continuing operations per share attributable to Campbell Soup Company - basic . . . . . . . . . . . . . . . $ 2.77 Depreciation and amortization are no longer recognized once businesses are classified as held for sale/discontinued operations. Earnings from continuing operations per share attributable to Campbell Soup Company - assuming dilution . . . . $ 2.76 Other Divestitures The pro forma amounts include additional interest expense on the debt issued to finance the purchases, amortization and depreciation expense based on the estimated fair value and useful lives of intangible assets and plant assets, and related tax On October 11, 2019, we completed the sale of our European chips business for £63, or $77. The pre-tax loss recognized in effects. The pro forma results are not necessarily indicative of the combined results had the Snyder's-Lance and Pacific Foods the first quarter of 2020 on the sale was $64, which included the impact of allocated goodwill and foreign currency translation acquisitions been completed on August 1, 2016, nor are they indicative of future combined results. adjustments. For tax purposes, we were able to use the capital loss on this sale to offset a portion of the capital gain from the sale of the Arnott's and other international operations. The European chips business had net sales of $25 in 2020, $129 in 2019, With the acquisition of Snyder's-Lance, we acquired an investment in Yellow Chips Holdings B.V. (Yellow Chips), and and $44 in 2018. Earnings from the business, which included a pre-tax impairment charge on intangible assets of $16 accounted for the investment under the equity method of accounting. On October 30, 2018, we purchased the remaining recognized in the fourth quarter of 2019, were not material. The results of the European chips business through the date of sale ownership interest in Yellow Chips, and began consolidating the business. The purchase price was $18. The pro forma results were reflected in continuing operations within the Snacks reportable segment. for 2019 and 2018 were not material. This business was subsequently sold on October 11, 2019. See Note 3 for additional information. 50 51


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    5. Accumulated Other Comprehensive Income (Loss) The amounts reclassified from Accumulated other comprehensive income (loss) consisted of the following: The components of Accumulated other comprehensive income (loss) consisted of the following: Details about Accumulated Other Comprehensive Income Location of (Gain) Loss (Loss) Components 2020 2019 2018 Recognized in Earnings Foreign Pension and Total Currency Gains (Losses) on Postretirement Accumulated Foreign currency translation adjustments: Translation Cash Flow Benefit Plan Comprehensive Adjustments(1) Hedges(2) Adjustments(3) Income (Loss) Currency translation (gains) losses realized upon disposal of businesses . . . . . . . . . . . . . . . . . . . . . . . . $ 23 $ — $ — Other expenses / (income) Balance at July 30, 2017 . . . . . . . . . . . . . . . . . . . . . . . . . . $ (84) $ (22) $ 53 $ (53) Currency translation (gains) losses realized upon Earnings (loss) from Other comprehensive income (loss) before disposal of businesses . . . . . . . . . . . . . . . . . . . . . . . . 183 2 — discontinued operations reclassifications . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (70) 16 7 (47) Total before tax 206 2 — Amounts reclassified from accumulated other comprehensive income (loss) . . . . . . . . . . . . . . . . . . . . — 2 (20) (18) Tax expense (benefit) 4 — — Net current-period other comprehensive income (loss) . . (70) 18 (13) (65) (Gain) loss, net of tax $ 210 $ 2 $ — Balance at July 29, 2018 . . . . . . . . . . . . . . . . . . . . . . . . . . $ (154) $ (4) $ 40 $ (118) Cumulative effect of a change in accounting (Gains) losses on cash flow hedges: principle(4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 (3) 10 9 Foreign exchange forward contracts . . . . . . . . . . . . . $ (2) $ (4) $ 5 Cost of products sold Other comprehensive income (loss) before Foreign exchange forward contracts . . . . . . . . . . . . . Earnings (loss) from reclassifications . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (68) (2) — (70) 1 2 (4) discontinued operations Amounts reclassified from accumulated other Forward starting interest rate swaps . . . . . . . . . . . . . . 1 2 2 Interest expense comprehensive income (loss)(5) . . . . . . . . . . . . . . . . . . 2 — (21) (19) Total before tax — — 3 Net current-period other comprehensive income (loss) . . (66) (2) (21) (89) Balance at July 28, 2019 . . . . . . . . . . . . . . . . . . . . . . . . . . $ (218) $ (9) $ 29 $ (198) Tax expense (benefit) — — (1) Other comprehensive income (loss) before (Gain) loss, net of tax $ — $ — $ 2 reclassifications . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (2) 2 — — Amounts reclassified from accumulated other Pension and postretirement benefit adjustments: comprehensive income (loss)(5) . . . . . . . . . . . . . . . . . 210 — (22) 188 Prior service credit . . . . . . . . . . . . . . . . . . . . . . . . . . . $ (28) $ (28) $ (27) Other expenses / (income) Net current-period other comprehensive income (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 208 2 (22) 188 Tax expense (benefit) 6 7 7 Balance at August 2, 2020 . . . . . . . . . . . . . . . . . . . . . . . $ (10) $ (7) $ 7 $ (10) (Gain) loss, net of tax $ (22) $ (21) $ (20) _____________________________________ 6. Goodwill and Intangible Assets (1) Included no tax as of August 2, 2020, a tax expense of $4 as of July 28, 2019, and $6 as of July 29, 2018, and July 31, Goodwill 2017. (2) Included a tax benefit of $1 as of August 2, 2020, $2 as of July 28, 2019, $4 as of July 29, 2018, and $12 as of July 31, The following table shows the changes in the carrying amount of goodwill by business segment: 2017. (3) Included a tax expense of $2 as of August 2, 2020, $8 as of July 28, 2019, $25 as of July 29, 2018, and $30 as of July 31, Meals & Beverages Snacks Total 2017. (4) Reflects the adoption of the FASB guidance on stranded tax effects. See Note 2 for additional information. Net balance at July 29, 2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 978 $ 2,886 $ 3,864 (5) Reflects the reclassification from sale of businesses. See Note 3 for additional information. Changes in preliminary purchase price allocation(1) . . . . . . . . . . . . . . . . . . . . . . . — 140 140 Amounts related to noncontrolling interests were not material. Acquisitions(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 21 21 Foreign currency translation adjustment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (1) (7) (8) Net balance at July 28, 2019 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 977 $ 3,040 $ 4,017 Divestiture(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — (34) (34) Foreign currency translation adjustment . . . . . . . . . . . . . . . . . . . . . . . . . . . . (2) 5 3 Net balance at August 2, 2020 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 975 $ 3,011 $ 3,986 _____________________________________ (1) See Note 4 for additional information. (2) See Note 3 for additional information. 52 53


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    Intangible Assets 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 The following table sets forth balance sheet information for intangible assets, excluding goodwill, subject to amortization assets, amortization of prior service credits and recognized actuarial gains and losses are reflected in Corporate and not included and intangible assets not subject to amortization: in segment operating results. Asset information by segment is not discretely maintained for internal reporting or used in 2020 2019 evaluating performance. Therefore, only geographic segment asset information is provided. Accumulated Accumulated Intangible Assets Cost Amortization Net Cost Amortization Net Our largest customer, Wal-Mart Stores, Inc. and its affiliates, accounted for approximately 21% of consolidated net sales Amortizable intangible assets from continuing operations in 2020, 20% in 2019, and 22% in 2018. The Kroger Co. and its affiliates accounted for Customer relationships . . . . . . . . . . . . . . approximately 9% of consolidated net sales from continuing operations in 2020 and 2019, and 10% in 2018. Both of our $ 851 $ (112) $ 739 $ 855 $ (70) $ 785 reportable segments sold products to Wal-Mart Stores, Inc. or its affiliates and The Kroger Co. or its affiliates. Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 (14) — 14 (13) 1 Total amortizable intangible assets . . . . . . $ 865 $ (126) $ 739 $ 869 $ (83) $ 786 2020 2019 2018 Non-amortizable intangible assets Net sales Trademarks . . . . . . . . . . . . . . . . . . . . . . . 2,611 2,629 Meals & Beverages . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 4,646 $ 4,252 $ 4,233 Total net intangible assets . . . . . . . . . . . . . . $ 3,350 $ 3,415 Snacks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,045 3,854 2,379 Non-amortizable intangible assets consist of trademarks. As of August 2, 2020, trademarks primarily included $1,978 Corporate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 1 3 associated with Snyder's-Lance. Of the carrying value of all indefinite-lived trademarks, $620 related to the Snyder’s of Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 8,691 $ 8,107 $ 6,615 Hanover trademark, $292 related to the Pace trademark and $280 related to the Pacific Foods trademark. Other amortizable intangible assets consist of recipes and non-compete agreements. 2020 2019 2018 Amortization of intangible assets in Earnings from continuing operations was $43 for 2020, $48 for 2019 and $20 for 2018. As of August 2, 2020, amortizable intangible assets had a weighted-average remaining useful life of 18.1 years. Amortization Earnings before interest and taxes expense for the next 5 years is estimated to be approximately $42 per year. Meals & Beverages . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 983 $ 895 $ 979 Amortization of intangible assets in discontinued operations was $9 for 2019 and $14 for 2018. See Note 3 to the Snacks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 551 522 392 Consolidated Financial Statements for additional information on discontinued operations. Corporate(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (418) (407) (306) In the fourth quarter of 2019, we performed an assessment on the assets within the European chips business and recorded Restructuring charges(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (9) (31) (55) an impairment charge of $16 on customer relationships intangible assets. This business was included in the Snacks segment. Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1,107 $ 979 $ 1,010 The impairment charge was recorded in Other expenses / (income) in the Consolidated Statements of Earnings. We also recorded impairment charges on goodwill and intangible assets included in the 2019 Noncurrent assets of 2020 2019 2018 discontinued operations. See Note 3 for additional information. Depreciation and amortization The estimates of future cash flows used in determining the fair value of goodwill and intangible assets involve significant Meals & Beverages . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 134 $ 162 $ 158 management judgment and are based upon assumptions about expected future operating performance, economic conditions, Snacks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 175 184 102 market conditions and cost of capital. Inherent in estimating the future cash flows are uncertainties beyond our control, such as Corporate(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19 17 19 changes in capital markets. The actual cash flows could differ materially from management’s estimates due to changes in Discontinued operations(4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 83 115 business conditions, operating performance and economic conditions. Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 328 $ 446 $ 394 7. Business and Geographic Segment Information Our reportable segments are as follows: 2020 2019 2018 • Meals & Beverages, which includes the retail and foodservice businesses in the U.S. and Canada. The segment Capital expenditures includes the following products: Campbell’s condensed and ready-to-serve soups; Swanson broth and stocks; Pacific Meals & Beverages . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 52 $ 156 $ 187 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 Snacks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 153 134 91 Campbell’s tomato juice; and Corporate(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64 35 41 • Snacks, which consists of Pepperidge Farm cookies, crackers, fresh bakery and frozen products in U.S. retail, Discontinued operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30 59 88 including Milano cookies and Goldfish crackers; and Snyder’s of Hanover pretzels, Lance sandwich crackers, Cape Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 299 $ 384 $ 407 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 (1) segment also includes the results of our European chips business, which was sold on October 11, 2019. Represents unallocated items. Pension and postretirement benefit settlement and mark-to-market adjustments are included in Corporate. There were settlement charges of $43 and losses of $121 in 2020, settlement charges of $28 and losses of Through the fourth quarter of 2019, our retail business in Latin America was managed as part of the Meals & Beverages $122 in 2019, and gains of $131 in 2018, respectively. A loss of $45 on Acre Venture Partners, L.P. (Acre) was included in segment. Beginning in 2020, it is managed as part of the Snacks segment. Segment results have been adjusted retrospectively to 2020. See Note 16 for additional information on Acre. A loss of $64 on the sale of our European chips business was reflect this change. included in 2020. Costs related to the cost savings initiatives were $60, $90 and $135 in 2020, 2019 and 2018, respectively. We evaluate segment performance before interest, taxes and costs associated with restructuring activities and impairment Transaction and integration costs associated with the acquisition of Snyder's-Lance were $107 in 2018. Intangible asset charges. Unrealized gains and losses on commodity hedging activities are excluded from segment operating earnings and are impairment charges were $16 in 2019 and $54 in 2018. A charge of $22 related to the settlement of a legal claim was recorded in Corporate as these open positions represent hedges of future purchases. Upon closing of the contracts, the realized included in 2018. (2) gain or loss is transferred to segment operating earnings, which allows the segments to reflect the economic effects of the hedge See Note 8 for additional information. 54 55


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    (3) Represents primarily corporate offices and enterprise-wide information technology systems. A summary of the pre-tax charges recorded in Earnings (loss) from discontinued operations is as follows: (4) Depreciation and amortization are no longer recognized once businesses are classified as held for sale/discontinued operations. Recognized as of 2020 2019 2018 August 2, 2020(1) Our global net sales based on product categories are as follows: Total pre-tax charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ — $ — $ 8 $ 23 2020 2019 2018 ______________________________________ Net sales (1) Includes $19 of severance pay and benefits and $4 of implementation costs and other related costs. Soup . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 2,653 $ 2,368 $ 2,355 As of April 28, 2019, we incurred substantially all of the costs for actions associated with discontinued operations. All of Snacks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,099 3,918 2,438 the costs were cash expenditures. Other simple meals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,184 1,082 1,108 A summary of the pre-tax costs in Earnings from continuing operations associated with the initiatives is as follows: Beverages . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 755 738 711 Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 1 3 Recognized as of August 2, 2020 Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 8,691 $ 8,107 $ 6,615 Severance pay and benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 214 Soup includes various soup, broths and stock products. Snacks include cookies, pretzels, crackers, popcorn, nuts, potato Asset impairment/accelerated depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 67 chips, tortilla chips and other salty snacks and baked products. Other simple meals include sauces and Plum products. Implementation costs and other related costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 360 Geographic Area Information Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 641 Information about continuing operations in different geographic areas is as follows: The total estimated pre-tax costs for actions associated with continuing operations that have been identified are 2020 2019 2018 approximately $665 to $690 and we expect to incur substantially all of the costs through 2021. This estimate will be updated as Net sales costs for the expanded initiatives are developed. United States . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 8,165 $ 7,492 $ 6,068 We expect the costs for actions associated with continuing operations that have been identified to date to consist of the Other countries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 526 615 547 following: approximately $215 to $220 in severance pay and benefits; approximately $70 in asset impairment and accelerated Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 8,691 $ 8,107 $ 6,615 depreciation; and approximately $380 to $400 in implementation costs and other related costs. We expect these pre-tax costs to be associated with our segments as follows: Meals & Beverages - approximately 33%; Snacks - approximately 42%; and Corporate - approximately 25%. 2020 2019 2018 Of the aggregate $665 to $690 of pre-tax costs associated with continuing operations identified to date, we expect Long-lived assets approximately $585 to $610 will be cash expenditures. In addition, we expect to invest approximately $420 in capital United States . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 2,361 $ 2,400 $ 2,363 expenditures through 2022, of which we invested $336 as of August 2, 2020. The capital expenditures primarily relate to the Other countries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 55 103 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 Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 2,368 $ 2,455 $ 2,466 information technology infrastructure and applications, transition of production of the Toronto manufacturing facility to our 8. Restructuring Charges and Cost Savings Initiatives U.S. thermal plants, insourcing of manufacturing for certain simple meal products, and optimization of the Snyder’s-Lance warehouse and distribution network. Multi-year Cost Savings Initiatives and Snyder's-Lance Cost Transformation Program and Integration A summary of the restructuring activity and related reserves associated with continuing operations at August 2, 2020, is as Beginning in fiscal 2015, we implemented initiatives to reduce costs and to streamline our organizational structure. follows: In recent years, we expanded these initiatives by further optimizing our supply chain and manufacturing networks, Implementation Asset including closing our manufacturing facility in Toronto, Ontario, as well as our information technology infrastructure. Severance Costs and Impairment/ Pay and Other Related Accelerated Total Benefits Costs(4) Depreciation Charges 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 Accrued balance at July 29, 2018(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 43 financial performance. We continue to implement this program. In addition, we have identified opportunities for additional cost 2019 charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31 72 18 $ 121 synergies as we integrate Snyder's-Lance. 2019 cash payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (36) Cost estimates, as well as timing for certain activities, are continuing to be developed. Foreign currency translation adjustment . . . . . . . . . . . . . . . . . . . . . . . (1) A summary of the pre-tax charges recorded in Earnings from continuing operations related to these initiatives is as follows: Accrued balance at July 28, 2019(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 37 2020 charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 56 4 $ 69 Recognized as of 2020 2019 2018 August 2, 2020 2020 cash payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (31) Restructuring charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 9 $ 31 $ 55 $ 238 Accrued balance at August 2, 2020(3) . . . . . . . . . . . . . . . . . . . . . . . . . . $ 15 Administrative expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48 62 99 311 _______________________________________ Cost of products sold . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 18 45 76 (1) Includes $24 of severance pay and benefits recorded in Other liabilities in the Consolidated Balance Sheet. Marketing and selling expenses . . . . . . . . . . . . . . . . . . . . . . . . 2 7 3 12 (2) Includes $8 of severance pay and benefits recorded in Other liabilities in the Consolidated Balance Sheet. Research and development expenses . . . . . . . . . . . . . . . . . . . . 1 3 — 4 (3) Includes $3 of severance pay and benefits recorded in Other liabilities in the Consolidated Balance Sheet. Total pre-tax charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 69 $ 121 $ 202 $ 641 56 57


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    (4) Includes other costs recognized as incurred that are not reflected in the restructuring reserve in the Consolidated Balance to health care coverage through a private exchange and offer a health reimbursement account to subsidize benefits for a select Sheet. The costs are included in Administrative expenses, Cost of products sold, Marketing and selling expenses, and group of such retirees. Research and development expenses in the Consolidated Statements of Earnings. We use the fiscal year end as the measurement date for the benefit plans. Restructuring reserves included in Current liabilities of discontinued operations were $1 at July 28, 2019, and $3 at July 29, Components of net benefit expense (income) were as follows: 2018. Pension Segment operating results do not include restructuring charges, implementation costs and other related costs because we 2020 2019 2018 evaluate segment performance excluding such charges. A summary of the pre-tax costs in Earnings from continuing operations Service cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 19 $ 21 $ 24 associated with segments is as follows: Interest cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65 82 74 Costs Incurred to 2020 Date Expected return on plan assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (134) (143) (144) Meals & Beverages . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 9 $ 220 Amortization of prior service cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 1 — Snacks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50 251 Recognized net actuarial (gain) loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 98 120 (104) Corporate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 170 Special termination benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — 2 Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 69 $ 641 Curtailment gains . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — (2) Settlement charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43 28 — 9. Earnings per Share (EPS) Net periodic benefit expense (income) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 91 $ 109 $ (150) 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 The components of net periodic benefit expense (income) other than the service cost component associated with continuing and other share-based payment awards, except when such effect would be antidilutive. The earnings per share calculation for operations are included in Other expenses / (income) in the Consolidated Statements of Earnings. 2020 and 2018 excludes approximately 1 million stock options and for 2019 excludes approximately 2 million stock options The settlement charges of $43 in 2020 resulted from the level of lump sum distributions associated with a U.S. pension that would have been antidilutive. plan and a Canadian pension plan. The settlement charge of $28 in 2019 resulted from the level of lump sum distributions 10. Noncontrolling Interests associated with a U.S. pension plan. We own a 60% controlling interest in a joint venture formed with Swire Pacific Limited in China. We also owned a 99.8% The special termination benefits of $2 related to the planned closure of the manufacturing facility in Toronto, Ontario, and interest in Acre, a limited partnership formed to make venture capital investments in innovative new companies in food and were included in Restructuring charges. food-related industries. This business was sold in May 2020. See Note 16 for additional information. Net periodic benefit expense (income) associated with discontinued operations was not material in 2020, $13 in 2019, and On March 26, 2018, we acquired Snyder's-Lance, including an 80% interest in one of its subsidiaries. In April 2018, we ($4) in 2018. purchased the remaining 20% interest for $47. Beginning in 2018, we changed the method we use to estimate the service and interest cost components of net periodic The noncontrolling interests' share in the net earnings (loss) was included in Net earnings (loss) attributable to benefit expense (income). We elected to use a full yield curve approach to estimate service cost and interest cost by applying noncontrolling interests in the Consolidated Statements of Earnings. The noncontrolling interests in these entities were included the specific spot rates along the yield curve used to determine the benefit obligation of the relevant projected cash flows. in Total equity in the Consolidated Balance Sheets and Consolidated Statements of Equity. Previously, we estimated service cost and interest cost using a single weighted-average discount rate derived from the yield curve used to measure the benefit obligation at the beginning of the period. We made this change to provide a more precise 11. Pension and Postretirement Benefits measurement of service cost and interest cost by improving the correlation between projected benefit cash flows and the Pension Benefits — We sponsor a number of noncontributory defined benefit pension plans to provide retirement benefits corresponding spot yield curve rates. This change does not affect the measurement of our benefit obligations. We accounted for to eligible U.S. and non-U.S. employees. The benefits provided under these plans are based primarily on years of service and this change prospectively in 2018 as a change in accounting estimate. As a result of this change, net periodic benefit income compensation levels. Benefits are paid from funds previously provided to trustees or are paid directly by us from general funds. increased by approximately $17 in 2018, compared to what the net periodic benefit income would have been under the previous In 1999, we implemented significant amendments to certain U.S. pension plans. Under a new formula, retirement benefits are method. determined based on percentages of annual pay and age. To minimize the impact of converting to the new formula, service and Postretirement earnings credit continued to accrue for fifteen years for certain active employees participating in the plans under the old formula prior to the amendments. Employees will receive the benefit from either the new or old formula, whichever is higher. Effective 2020 2019 2018 as of January 1, 2011, our U.S. pension plans were amended so that employees hired or rehired on or after that date and who are Service cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1 $ 1 $ 1 not covered by collective bargaining agreements will not be eligible to participate in the plans. All collective bargaining units Interest cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 8 7 adopted this amendment by December 31, 2011. Amortization of prior service credit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (28) (29) (27) Postretirement Benefits — We provide postretirement benefits, including health care and life insurance, to substantially all Recognized net actuarial (gain) loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23 14 (16) retired U.S. employees and their dependents. We established retiree medical account benefits for eligible U.S. retirees. The Net periodic benefit expense (income) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 2 $ (6) $ (35) accounts were intended to provide reimbursement for eligible health care expenses on a tax-favored basis. Effective as of January 1, 2011, the retirement medical program was amended to eliminate the retiree medical account benefit for employees The components of net periodic benefit expense (income) other than the service cost component associated with continuing not covered by collective bargaining agreements. To preserve the benefit for employees close to retirement age, the retiree operations are included in Other expenses / (income) in the Consolidated Statements of Earnings. medical account will be available to employees who were at least age 50 with at least 10 years of service as of December 31, The estimated prior service credit that will be amortized from Accumulated other comprehensive loss into net periodic 2010, and who satisfy the other eligibility requirements for the retiree medical program. In July 2016, the retirement medical postretirement expense during 2021 is $5. The prior service credit is primarily related to the amendments in July 2016, July program was amended and effective as of January 1, 2017, we no longer sponsor our own medical coverage for certain 2017, and July 2018. Medicare-eligible retirees. In July 2017, the retirement medical program was once again amended and beginning on January 1, 2018, we no longer sponsor our own medical coverage for certain Medicare-eligible retirees covered by one of our collective bargaining agreements. In July 2018, the retirement medical program was once again amended and beginning on January 1, 2019, we no longer sponsor our own medical coverage for certain Medicare-eligible retirees covered by our remaining collective bargaining agreement. Instead, in connection with these amendments, we offer these Medicare-eligible retirees access 58 59


  • Page 39

    Change in benefit obligation: Weighted-average assumptions used to determine benefit obligations at the end of the year: Pension Postretirement Pension Postretirement 2020 2019 2020 2019 2020 2019 2020 2019 Obligation at beginning of year . . . . . . . . . . . . . . . . . . . . . . . . . . $ 2,345 $ 2,257 $ 235 $ 235 Discount rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.47% 3.46% 2.15% 3.28% Service cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19 21 1 1 Rate of compensation increase . . . . . . . . . . . . . . . . . . . . . . . . . 3.23% 3.20% 3.25% 3.25% Interest cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65 82 6 8 Weighted-average assumptions used to determine net periodic benefit cost for the years ended: Actuarial loss (gain) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 237 168 23 14 Pension Benefits paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (148) (154) (21) (24) 2020 2019 2018 Settlements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (41) (20) — — Discount rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3.46% 4.15% 3.74% Medicare subsidies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — — 1 Expected return on plan assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.85% 6.86% 6.84% Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (3) (1) — — Rate of compensation increase . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3.20% 3.21% 3.24% Divestitures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (105) — — — The discount rate is established as of our fiscal year-end measurement date. In establishing the discount rate, we review Foreign currency adjustment . . . . . . . . . . . . . . . . . . . . . . . . . . . . (3) (8) — — published market indices of high-quality debt securities, adjusted as appropriate for duration. In addition, independent actuaries apply high-quality bond yield curves to the expected benefit payments of the plans. The expected return on plan assets is a long- Benefit obligation at end of year . . . . . . . . . . . . . . . . . . . . . . . . . $ 2,366 $ 2,345 $ 244 $ 235 term assumption based upon historical experience and expected future performance, considering our current and projected Change in the fair value of pension plan assets: investment mix. This estimate is based on an estimate of future inflation, long-term projected real returns for each asset class, 2020 2019 and a premium for active management. Fair value at beginning of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 2,153 $ 2,154 The discount rate used to determine net periodic postretirement expense was 3.28% in 2020, 4.06% in 2019, and 3.45% in Actual return on plan assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 230 162 2018. Employer contributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 5 Assumed health care cost trend rates at the end of the year: Benefits paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (135) (141) 2020 2019 Settlements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (41) (20) Health care cost trend rate assumed for next year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.25% 6.25% Divestitures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (86) — Rate to which the cost trend rate is assumed to decline (ultimate trend rate) . . . . . . . . . . . . . . . 4.50% 4.50% Foreign currency adjustment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (3) (7) Year that the rate reaches the ultimate trend rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2024 2023 Fair value at end of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 2,120 $ 2,153 A one-percentage-point increase or decrease in assumed health care costs would not significantly impact 2020 reported Net amounts recognized in the Consolidated Balance Sheets: service and interest cost nor the 2020 accumulated benefit obligation. Pension Postretirement Pension Plan Assets 2020 2019 2020 2019 The fundamental goal underlying the investment policy is to ensure that the assets of the plans are invested in a prudent Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 10 $ 21 $ — $ — manner to meet the obligations of the plans as these obligations come due. The primary investment objectives include providing Accrued liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 14 24 25 a total return which will promote the goal of benefit security by attaining an appropriate ratio of plan assets to plan obligations, to provide for real asset growth while also tracking plan obligations, to diversify investments across and within asset classes, to Other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 242 179 220 210 reduce the impact of losses in single investments, and to follow investment practices that comply with applicable laws and Noncurrent liabilities of discontinued operations . . . . . . . . . . . — 20 — — regulations. Net amounts recognized . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 246 $ 192 $ 244 $ 235 The primary policy objectives will be met by investing assets to achieve a reasonable tradeoff between return and risk relative to plan obligations. This includes investing a portion of the assets in funds selected in part to hedge the interest rate Amounts recognized in accumulated other comprehensive Pension Postretirement sensitivity to plan obligations. income (loss) consist of: 2020 2019 2020 2019 The portfolio includes investments in the following asset classes: fixed income, equity, real estate and alternatives. Fixed Prior service (cost) credit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ (1) $ (1) $ 10 $ 38 income will provide a moderate expected return and partially hedge the exposure to interest rate risk of the plans’ obligations. The change in amounts recognized in accumulated other comprehensive income (loss) associated with postretirement Equities are used for their high expected return. Additional asset classes are used to provide diversification. benefits was due to amortization in 2020. Asset allocation is monitored on an ongoing basis relative to the established asset class targets. The interaction between The following table provides information for pension plans with accumulated benefit obligations in excess of plan assets: plan assets and benefit obligations is periodically studied to assist in the establishment of strategic asset allocation targets. The investment policy permits variances from the targets within certain parameters. Asset rebalancing occurs when the underlying 2020 2019 asset class allocations move outside these parameters, at which time the asset allocation is rebalanced back to the policy target Projected benefit obligation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1,783 $ 1,771 weight. Accumulated benefit obligation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1,763 $ 1,749 Our year-end pension plan weighted-average asset allocations by category were: Fair value of plan assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1,527 $ 1,558 Strategic Target 2020 2019 The accumulated benefit obligation for all pension plans was $2,338 at August 2, 2020, and $2,317 at July 28, 2019. Equity securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38% 38% 42% Debt securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53% 53% 46% Real estate and other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9% 9% 12% Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100% 100% 100% 60 61


  • Page 40

    Pension plan assets are categorized based on the following fair value hierarchy: recent trade data for identical or similar obligations. Other investments valued based upon net asset value are included as a reconciling item to the fair value table. • 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 Equities — Common stocks and preferred stocks are classified as Level 1 and are valued using quoted market prices in active markets. corroboration with observable market data. • Level 3: Unobservable inputs, which are valued based on our estimates of assumptions that market participants would Corporate bonds — These investments are valued based on quoted market prices, yield curves and pricing models using current market rates. use in pricing the asset or liability. The following table presents our pension plan assets by asset category at August 2, 2020, and July 28, 2019: Government and agency bonds — These investments are generally valued based on bid quotations and recent trade data for identical or similar obligations. Fair Value Measurements at Fair Value Measurements at Fair Value Fair Value as of August 2, 2020 Using as of July 28, 2019 Using Municipal bonds — These investments are valued based on quoted market prices, yield curves and pricing models using Fair Value Hierarchy Fair Value Hierarchy August 2, July 28, current market rates. 2020 Level 1 Level 2 Level 3 2019 Level 1 Level 2 Level 3 Short-term investments . . . $ Mortgage and asset backed securities — These investments are valued based on prices obtained from third party pricing 42 $ 42 $ — $ — $ 78 $ 32 $ 46 $ — sources. The prices from third party pricing sources may be based on bid quotes from dealers and recent trade data. Mortgage Equities: backed securities are traded in the over-the-counter market. U.S. . . . . . . . . . . . . . . . . 261 261 — — 267 267 — — Real estate — Real estate investments consist of real estate investment trusts, property funds and limited partnerships. Real Non-U.S. . . . . . . . . . . . . 240 240 — — 217 217 — — estate investment trusts are classified as Level 1 and are valued based on quoted market prices. Property funds are classified as Corporate bonds: either Level 2 or Level 3 depending upon whether liquidity is limited or there are few observable market participant U.S. . . . . . . . . . . . . . . . . 749 — 749 — 635 — 635 — transactions. Property funds are valued based on third party appraisals. Limited partnerships are valued based upon valuations provided by the general partners of the funds. The values of limited partnerships are based upon an assessment of each Non-U.S. . . . . . . . . . . . . 130 — 130 — 142 — 142 — underlying investment, incorporating valuations that consider the evaluation of financing and sales transactions with third Government and agency parties, expected cash flows, and market-based information, including comparable transactions and performance multiples bonds: among other factors. The investments are classified as Level 3 since the valuation is determined using unobservable inputs. U.S. . . . . . . . . . . . . . . . . 74 — 74 — 73 — 73 — Real estate investments valued at net asset value are included as a reconciling item to the fair value table. Non-U.S. . . . . . . . . . . . . 24 — 24 — 29 — 29 — Hedge funds — Hedge fund investments include hedge funds valued based upon a net asset value derived from the fair Municipal bonds . . . . . . . . 30 — 30 — 64 — 64 — value of underlying securities. Hedge fund investments that are subject to liquidity restrictions or that are based on Mortgage and asset backed unobservable inputs are classified as Level 3. Hedge fund investments may include long and short positions in equity and fixed securities . . . . . . . . . . . . . 34 — 34 — 36 — 36 — income securities, derivative instruments such as futures and options, commodities and other types of securities. Hedge fund Real estate . . . . . . . . . . . . . 7 4 — 3 9 5 — 4 investments valued at net asset value are included as a reconciling item to the fair value table. Hedge funds . . . . . . . . . . . . 31 — — 31 32 — — 32 Derivatives — Derivative financial instruments include forward currency contracts, futures contracts, options contracts, Derivative assets . . . . . . . . 2 — 2 — 4 — 4 — interest rate swaps and credit default swaps. Derivative financial instruments are classified as Level 2 and are valued based on observable market transactions or prices. Derivative liabilities . . . . . (6) — (6) — (6) — (6) — Total assets at fair value . . $ 1,618 $ 547 $ 1,037 $ 34 $ 1,580 $ 521 $ 1,023 $ 36 Commingled funds — Investments in commingled funds are not traded in active markets. Blended commingled funds are invested in both equities and fixed income securities. Commingled funds are valued based on the net asset values of such funds Investments measured at and are included as a reconciling item to the fair value table. net asset value: Short-term investments . . 22 23 Other items to reconcile to fair value of plan assets included amounts due for securities sold, amounts payable for securities purchased, and other payables. Commingled funds: Equities . . . . . . . . . . . . . 262 319 The following table summarizes the changes in fair value of Level 3 investments for the years ended August 2, 2020, and July 28, 2019: Fixed income . . . . . . . . 139 35 Real Estate Hedge Funds Total Blended . . . . . . . . . . . . — 84 Fair value at July 28, 2019 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 4 $ 32 $ 36 Real estate . . . . . . . . . . . . . 84 107 Actual return on plan assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — — Hedge funds . . . . . . . . . . . 61 76 Purchases, sales and settlements, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (1) (1) (2) Total investments measured at net asset Transfers out of Level 3 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — — value: 568 644 Fair value at August 2, 2020 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 3 $ 31 $ 34 Other items to reconcile to fair value of plan assets . (66) (71) Total pension plan assets at Real Estate Hedge Funds Total fair value . . . . . . . . . . . . $ 2,120 $ 2,153 Fair value at July 29, 2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 6 $ 34 $ 40 Actual return on plan assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 — 1 Short-term investments — Investments include cash and cash equivalents, and various short-term debt instruments and Purchases, sales and settlements, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (3) (2) (5) short-term investment funds. Institutional short-term investment vehicles valued daily are classified as Level 1 at cost which Transfers out of Level 3 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — — approximates market value. Short-term debt instruments are classified at Level 2 and are valued based on bid quotations and Fair value at July 28, 2019 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 4 $ 32 $ 36 62 63


  • Page 41

    The following tables present additional information about the pension plan assets valued using net asset value as a practical The components of lease costs were as follows: expedient within the fair value hierarchy table: 2020 Fair Value Redemption Redemption Notice Nine Months 2020 2019 Frequency Period Range Ended Short-term investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 22 $ 23 Daily 1 day Operating lease cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 81 Commingled funds: Finance lease - amortization of ROU assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 Equities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 262 319 Daily, Monthly 1 to 60 days Short-term lease cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39 Fixed income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 139 35 Daily, Quarterly 2 to 50 days Variable lease cost(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 172 Blended . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 84 Primarily Daily 1 to 20 days Sublease income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (3) Real estate funds(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 84 107 Quarterly 45 to 90 days Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 291 Hedge funds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61 76 Monthly 5 to 30 days __________________________________________ (1) Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 568 $ 644 Includes labor and other overhead included in our service contracts with embedded leases. _______________________________________ Total lease cost includes $4 related to discontinued operations. (1) Includes real estate investments valued at $35 as of August 2, 2020, for which redemption queues existed. Investor The following table summarizes the lease amounts recorded in the Consolidated Balance Sheet: redemption payments are made subject to cash availability. August 2, 2020 There were no unfunded commitments in 2020 or 2019. Operating Finance We do not expect contributions to pension plans to be material in 2021. Assets Estimated future benefit payments are as follows: Plant assets, net of depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ — $ 10 Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 254 — Pension Postretirement 2021 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total lease assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 254 $ 10 $ 181 $ 24 2022 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 164 $ 23 2023 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Liabilities $ 156 $ 21 2024 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Short-term borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ — $ 3 $ 148 $ 20 2025 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Accrued liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 67 — $ 143 $ 18 2026-2030 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 7 $ 663 $ 74 Other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 184 — The estimated future benefit payments include payments from funded and unfunded plans. Total lease liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 251 $ 10 Defined Contribution Plans — We sponsor a 401(k) Retirement Plan that covers substantially all U.S. employees and provide a matching contribution of 100% of employee contributions up to 4% of eligible compensation. In addition, for employees not eligible to participate in defined benefit plans that we sponsor, we provide a contribution equal to 3% of Weighted-average lease terms and discount rates were as follows: compensation regardless of their participation in the 401(k) Retirement Plan. Through December 31, 2019, all Snyder's-Lance August 2, 2020 U.S. employees were eligible to participate in a 401(k) retirement plan sponsored by Snyder's-Lance that provided participants Operating Finance with matching contributions equal to 100% of the first 4% and 50% of the next 1% of eligible compensation. As of January 1, 2020, Snyder's-Lance employees were transitioned to the 401(k) Retirement Plan and receive the same contributions under the Weighted-average remaining term in years . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.7 3.0 401(k) Retirement Plan noted above. Amounts charged to Costs and expenses of continuing operations were $62 in 2020, $52 Weighted-average discount rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.6 % 1.8 % in 2019 and $42 in 2018. Amounts charged to discontinued operations were $4 in 2019 and $3 in 2018. Future minimum lease payments are as follows: 12. Leases August 2, 2020 We lease warehouse and distribution facilities, office space, manufacturing facilities, equipment and vehicles, primarily through operating leases. Operating Finance 2021 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 73 $ 3 Leases recorded on our Consolidated Balance Sheet have remaining terms primarily from 1 to 15 years. 2022 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42 4 Our fleet leases generally include residual value guarantees that are assessed at lease inception in determining ROU assets and corresponding liabilities. No other significant restrictions or covenants are included in our leases. 2023 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36 3 2024 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27 — 2025 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22 — Thereafter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 77 — Total future undiscounted lease payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 277 10 Less imputed interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26 — Total reported lease liability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 251 $ 10 64 65


  • Page 42

    Supplemental cash flow and other information related to leases was as follows: The following is a reconciliation of the effective income tax rate on continuing operations to the U.S. federal statutory 2020 income tax rate: Cash paid for amounts included in the measurement of lease liabilities: 2020 2019 2018 Operating cash flows from operating leases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 79 Federal statutory income tax rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21.0 % 21.0 % 21.0 % Financing cash flows from finance leases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 2 State income taxes (net of federal tax benefit) . . . . . . . . . . . . . . . . . . . . . . . . . . 3.5 2.2 3.0 Tax effect of international items . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (0.3) — (0.5) ROU assets obtained in exchange for lease obligations: Federal manufacturing deduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — (1.4) Operating leases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 88 Tax Reform - impact on U.S. deferred tax assets and liabilities(1) . . . . . . . . . . . — — (21.7) Finance leases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 10 Tax Reform - transition tax(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 0.3 6.4 ROU assets divested with businesses sold: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Effect of higher U.S. federal statutory tax rate(1) . . . . . . . . . . . . . . . . . . . . . . . . . — — 5.3 Operating leases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 18 Divestiture impact on deferred taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 1.2 — Finance leases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 5 Benefit on sale of the European chips business . . . . . . . . . . . . . . . . . . . . . . . . . . (1.3) — — Lease liabilities derecognized upon adoption: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (0.2) (0.5) 0.7 Build-to-suit lease commitment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 20 Effective income tax rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22.7 % 24.2 % 12.8 % _______________________________________ 13. Taxes on Earnings (1) The Tax Cuts and Jobs Act of 2017 (the Act) was enacted into law on December 22, 2017, and made significant changes to The provision for income taxes on earnings from continuing operations consists of the following: corporate taxation. Changes under the Act included: 2020 2019 2018 • Reducing the federal corporate tax rate from 35% to 21% effective January 1, 2018. A blended rate applied for fiscal Income taxes: 2018 non-calendar year end companies for the fiscal periods that included the effective date of the rate change. The Currently payable: impact of this is shown as "Effect of higher U.S. federal statutory tax rate;" Federal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ • Repealing the exception for deductibility of performance-based compensation to covered employees, which impacted 152 $ 104 $ 93 us beginning in 2019, along with expanding the number of covered employees; State . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26 19 26 • Transitioning to a territorial system for taxation on foreign earnings along with the imposition of a transition tax in Non-U.S. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 5 11 2018 on the deemed repatriation of unremitted foreign earnings; 181 128 130 • Immediate expensing of machinery and equipment placed into service after September 27, 2017; Deferred: • Eliminating the deduction for domestic manufacturing activities, which impacted us beginning in 2019; Federal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (12) 19 (26) • Changes to the taxation of multinational companies, including a new minimum tax on Global Intangible Low-Taxed State . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 7 14 Income, a new Base Erosion Anti-Abuse Tax, and a new U.S. corporate deduction for Foreign-Derived Intangible Non-U.S. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 (3) (12) Income, all of which were effective for us beginning in 2019; and (7) 23 (24) • Limiting the deductibility of interest expense to 30% of adjusted taxable income, which was effective for us beginning in 2019. $ 174 $ 151 $ 106 As a result of the Act, we recognized a benefit of $179 in 2018 on the remeasurement of deferred tax assets and liabilities and expenses of $2 in 2019 and $53 in 2018 on the transition tax on unremitted foreign earnings. 2020 2019 2018 Earnings from continuing operations before income taxes: United States . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 737 $ 624 $ 832 Non-U.S. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29 1 (2) $ 766 $ 625 $ 830 66 67


  • Page 43

    Deferred tax liabilities and assets of continuing operations and discontinued operations are comprised of the following: Statements of Earnings were earnings were not material in 2020, 2019, and 2018. The total amount of interest and penalties 2020 2019 recognized in the Consolidated Balance Sheets in Other liabilities was $4 as of August 2, 2020, and as of July 28, 2019. Depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 319 $ 336 We do business internationally and, as a result, file income tax returns in the U.S. federal jurisdiction and various state and Amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 856 877 non-U.S. jurisdictions. In the normal course of business, we are subject to examination by taxing authorities throughout the world, including such major jurisdictions as the U.S. and Canada. The 2019 and 2020 tax years are currently under audit by the Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 16 Internal Revenue Service. In addition, several state income tax examinations are in progress for the years 2015 to 2018. Deferred tax liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,184 1,229 With limited exceptions, we have been audited for income tax purposes in Canada through 2015. Benefits and compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 144 157 Pension benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14. Short-term Borrowings and Long-term Debt 58 46 Tax loss carryforwards . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31 43 Short-term borrowings consist of the following: Capital loss carryforwards . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 95 287 2020 2019 Outside basis difference . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 116 Commercial paper . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 280 $ 853 Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65 82 Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 721 500 Gross deferred tax assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 393 731 Debentures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 200 — Deferred tax asset valuation allowance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (122) (427) Finance leases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 1 Deferred tax assets, net of valuation allowance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 271 304 Build-to-suit lease commitment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 20 Net deferred tax liability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 913 $ 925 Other(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (2) (3) Total short-term borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1,202 $ 1,371 At August 2, 2020, our U.S. and non-U.S. subsidiaries had tax loss carryforwards of approximately $361. Of these carryforwards, $39 may be carried forward indefinitely, and $322 expire between 2021 and 2037, with the majority expiring _______________________________________ after 2028. At August 2, 2020, deferred tax asset valuation allowances have been established to offset $134 of these tax loss (1) Includes unamortized net discount/premium on debt issuances and debt issuance costs. carryforwards. Additionally, as of August 2, 2020, our U.S. and non-U.S. subsidiaries had capital loss carryforwards of As of August 2, 2020, the weighted-average interest rate of commercial paper, which consisted of U.S. borrowings, was approximately $382, all of which were offset by valuation allowances. The decrease in the total capital loss carryforwards for 2.10%. As of July 28, 2019, the weighted-average interest rate was 2.97%. 2020 was primarily due to the sale of the Arnott's and other international operations. As of August 2, 2020, we issued $34 of standby letters of credit. We have a committed revolving credit facility totaling The net change in the deferred tax asset valuation allowance in 2020 was a decrease of $305. The decrease was primarily $1,850 that matures in December 2021. This U.S. facility remained unused at August 2, 2020, except for $1 of standby letters due to the sale of the Arnott's and other international operations. The net change in the deferred tax asset valuation allowance in of credit that we issued under it. The U.S. facility supports our commercial paper programs and other general corporate 2019 was an increase of $294. The increase was primarily due to the sale of Bolthouse Farms and the pending sale of the purposes. In March 2020, we borrowed $300 under this revolving credit facility and on May 1, 2020 we repaid the borrowings. Arnott's and other international operations. The net change in the deferred tax asset valuation allowance in 2018 was an increase of $13. The increase was primarily due to the acquisition of Snyder's-Lance and the impact of currency. As of July 28, 2019, we had short-term borrowings of $232 reflected in Current liabilities of discontinued operations. The borrowings were repaid in August 2019. As of August 2, 2020, and July 28, 2019, other deferred tax assets included $13 of state tax credit carryforwards related to various states that expire between 2021 and 2031. As of August 2, 2020, and July 28, 2019, deferred tax asset valuation allowances have been established to offset the $13 of state credit carryforwards. As of August 2, 2020, we had approximately $18 of undistributed earnings of foreign subsidiaries. Consistent with prior years, these unremitted earnings and the investment in our foreign subsidiaries are deemed to be permanently reinvested and no additional tax has been provided. It is not practical to estimate the tax liability that might be incurred if such earnings were remitted to the U.S. A reconciliation of the activity related to unrecognized tax benefits follows: 2020 2019 2018 Balance at beginning of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 24 $ 32 $ 64 Increases related to prior-year tax positions . . . . . . . . . . . . . . . . . . . . . . . . . . . — 1 — Decreases related to prior-year tax positions . . . . . . . . . . . . . . . . . . . . . . . . . . (1) (1) (37) Increases related to current-year tax positions . . . . . . . . . . . . . . . . . . . . . . . . . 2 2 2 Settlements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (1) (9) (1) Lapse of statute . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (1) (1) — Increase due to acquisitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — 4 Balance at end of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 23 $ 24 $ 32 The amount of unrecognized tax benefits that, if recognized, would impact the annual effective tax rate was $18 as of August 2, 2020, $17 as of July 28, 2019, and $23 as of July 29, 2018. The total amount of unrecognized tax benefits can change due to audit settlements, tax examination activities, statute expirations and the recognition and measurement criteria under accounting for uncertainty in income taxes. Our accounting policy with respect to interest and penalties attributable to income taxes is to reflect any expense or benefit as a component of our income tax provision. The total amount of interest and penalties recognized in the Consolidated 68 69


  • Page 44

    Long-term debt consists of the following: contracts for periods consistent with the related underlying exposures, and the contracts do not constitute positions independent Fiscal Year of of those exposures. We do not enter into derivative contracts for speculative purposes and do not use leveraged instruments. Type Maturity Rate 2020 2019 Our derivative programs include instruments that qualify for hedge accounting treatment and instruments that are not Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2020 Variable $ — $ 500 designated as accounting hedges. Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2021 Variable 400 400 Concentration of Credit Risk Senior Term Loan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2021 Variable — 499 We are exposed to the risk that counterparties to derivative contracts will fail to meet their contractual obligations. To Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2021 3.30% 321 650 mitigate counterparty credit risk, we enter into contracts only with carefully selected, leading, credit-worthy financial Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2021 4.25% — 500 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 August 2, 2020, or July 28, 2019. Debentures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2021 8.875% 200 200 Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2023 2.50% 450 450 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 Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2023 3.65% 566 1,200 consolidated net sales from continuing operations in 2020. Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2025 3.95% 850 850 We closely monitor credit risk associated with counterparties and customers. Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2025 3.30% 300 300 Foreign Currency Exchange Risk Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2028 4.15% 1,000 1,000 We are exposed to foreign currency exchange risk related to third-party transactions and intercompany transactions, Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2030 2.375% 500 — including intercompany debt. Principal currencies hedged include the Canadian dollar and, prior to the sale of Arnott's and other Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2043 3.80% 163 400 international operations, the Australian dollar. We utilize foreign exchange forward purchase and sale contracts to hedge these Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2048 4.80% 700 700 exposures. The contracts are either designated as cash-flow hedging instruments or are undesignated. We hedge portions of our Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2050 3.125% 500 — 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 Finance leases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 3 for periods consistent with the underlying debt. The notional amount of foreign exchange forward contracts accounted for as Other(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (42) (49) cash-flow hedges was $164 at August 2, 2020, and $146 at July 28, 2019, of which $80 at July 28, 2019, related to discontinued Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 5,915 $ 7,603 operations. The effective portion of the changes in fair value on these instruments is recorded in other comprehensive income Less current portion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 921 500 (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 Total long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 4,994 $ 7,103 designated as accounting hedges was $19 at August 2, 2020, and $177 at July 28, 2019, of which $3 at July 28, 2019, related to _______________________________________ discontinued operations. (1) Includes unamortized net discount/premium on debt issuances and debt issuance costs. Interest Rate Risk On January 22, 2020, we completed the redemption of all $500 outstanding aggregate principal amount of our 4.25% We manage our exposure to changes in interest rates by optimizing the use of variable-rate and fixed-rate debt and by Senior Notes due 2021. On January 24, 2020, we settled tender offers to purchase $1,200 in aggregate principal amount of utilizing interest rate swaps in order to maintain our variable-to-total debt ratio within targeted guidelines. Receive fixed rate/ certain senior unsecured debt, comprising $329 of 3.30% Senior Notes due 2021, $634 of 3.65% Senior Notes due 2023, and pay variable rate interest rate swaps are accounted for as fair-value hedges. We manage our exposure to interest rate volatility $237 of 3.80% Senior Notes due 2043. The consideration for the redemption and the tender offers was $1,765, including $65 of on future debt issuances by entering into forward starting interest rate swaps or treasury rate lock contracts to lock in the rate on premium. We recognized a loss of $75 (including $65 of premium, fees and other costs paid with the tender offers and the interest payments related to the anticipated debt issuances. The contracts are either designated as cash-flow hedging unamortized debt issuance costs), which was recorded in Interest expense in the Consolidated Statement of Earnings. In instruments or are undesignated. The effective portion of the changes in fair value on designated instruments is recorded in addition, we paid accrued and unpaid interest on the purchased notes through the dates of settlement. other comprehensive income (loss) and reclassified into interest expense over the life of the debt. The change in fair value on In 2020, we also repaid our $499 Senior Term Loan due 2021. undesignated instruments is recorded in interest expense. In conjunction with the debt redemption and tender offer, we entered into $900 of undesignated treasury rate lock agreements in the three-month period ended January 26, 2020, which resulted in a On April 24, 2020, we issued senior notes in an aggregate principal amount of $1,000, consisting of $500 aggregate gain of $3. There were no forward starting interest rate swaps or treasury rate lock contracts outstanding as of August 2, 2020, principal amount of notes bearing interest at a fixed rate of 2.375% per annum, due April 24, 2030, and $500 aggregate or July 28, 2019. principal amount of notes bearing interest at a fixed rate of 3.125% per annum, due April 24, 2050. On May 1, 2020, we used $300 of the net proceeds to repay $300 of borrowings outstanding under our revolving credit facility. The 2.375% Senior Notes Commodity Price Risk due 2030 and the 3.125% Senior Notes due 2050 may each be redeemed at the applicable redemption price, in whole or in part, We principally use a combination of purchase orders and various short- and long-term supply arrangements in connection at our option at any time and from time to time prior to January 24, 2030, and October 24, 2049, respectively. Interest on each with the purchase of raw materials, including certain commodities and agricultural products. We also enter into commodity of the notes is due semi-annually on April 24 and October 24, commencing on October 24, 2020. The notes contain customary futures, options and swap contracts to reduce the volatility of price fluctuations of wheat, soybean oil, diesel fuel, natural gas, covenants and events of default. If a change of control triggering event occurs, we will be required to offer to purchase the notes cocoa, aluminum, soybean meal and corn. Commodity futures, options, and swap contracts are either designated as cash-flow at a purchase price equal to 101% of the principal amount plus accrued and unpaid interest, if any, to the purchase date. hedging instruments or are undesignated. We hedge a portion of commodity requirements for periods typically up to 18 months. Principal amounts of long-term debt mature as follows: $4 in 2022; $1,019 in 2023; $0 in 2024; $1,150 in 2025; and a total There were no commodity contracts accounted for as cash-flow hedges as of August 2, 2020, or July 28, 2019. The notional of $2,863 in periods thereafter. amount of commodity contracts not designated as accounting hedges was $137 at August 2, 2020, and $183 at July 28, 2019, of which $3 at July 28, 2019, related to discontinued operations. As of July 28, 2019, we had long-term debt of $6 reflected in Noncurrent liabilities of discontinued operations. In 2017, we entered into a supply contract under which prices for certain raw materials are established based on anticipated 15. Financial Instruments volume requirements over a twelve-month period. Certain prices under the contract are based in part on certain component parts The principal market risks to which we are exposed are changes in foreign currency exchange rates, interest rates, and of the raw materials that are in excess of our needs or not required for our operations, thereby creating an embedded derivative commodity prices. In addition, we are exposed to equity price changes related to certain deferred compensation obligations. In requiring bifurcation. We net settle amounts due under the contract with our counterparty. The notional value was order to manage these exposures, we follow established risk management policies and procedures, including the use of approximately $34 as of August 2, 2020, and $27 as of July 28, 2019. derivative contracts such as swaps, rate locks, options, forwards and commodity futures. We enter into these derivative Unrealized gains (losses) and settlements are included in Cost of products sold in the Consolidated Statements of Earnings. 70 71


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    Equity Price Risk We are required to maintain cash margin accounts in connection with funding the settlement of open positions for We enter into swap contracts which hedge a portion of exposures relating to certain deferred compensation obligations exchange-traded commodity derivative instruments. At August 2, 2020, and July 28, 2019, a cash margin account balance of $8 linked to the total return of our capital stock, the total return of the Vanguard Institutional Index Institutional Plus Shares, and and $7, respectively, was included in Other current assets in the Consolidated Balance Sheets. the total return of the Vanguard Total International Stock Index. Under these contracts, we pay variable interest rates and The following tables show the effect of our derivative instruments designated as cash-flow hedges for the years ended receive from the counterparty either: the total return on our capital stock; the total return of the Standard & Poor's 500 Index, August 2, 2020, July 28, 2019, and July 29, 2018 in other comprehensive income (loss) (OCI) and the Consolidated Statements which is expected to approximate the total return of the Vanguard Institutional Index Institutional Plus Shares; or the total of Earnings: 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 Total Cash-Flow Hedge OCI Activity are included in Administrative expenses in the Consolidated Statements of Earnings. We enter into these contracts for periods Derivatives Designated as Cash-Flow Hedges 2020 2019 2018 typically not exceeding 12 months. The notional amounts of the contracts as of August 2, 2020, and July 28, 2019, were $22 OCI derivative gain (loss) at beginning of year . . . . . . . . . . . . $ (11) $ (8) $ (34) and $31, respectively. Effective portion of changes in fair value recognized in OCI: The following table summarizes the fair value of derivative instruments on a gross basis as recorded in the Consolidated Balance Sheets as of August 2, 2020, and July 28, 2019: Foreign exchange forward contracts . . . . . . . . . . . . . . . . . . . 3 (3) 8 Forward starting interest rate swaps . . . . . . . . . . . . . . . . . . . — — 15 Balance Sheet Classification 2020 2019 Amount of (gain) loss reclassified from OCI to earnings: Location in Earnings Asset Derivatives Foreign exchange forward contracts . . . . . . . . . . . . . . . . . . . Cost of products sold (2) (4) 5 Derivatives designated as hedges: Foreign exchange forward contracts . . . . . . . . . . . . . . . . . . . Earnings (loss) from Foreign exchange forward contracts . . . . . . Other current assets $ 1 $ — discontinued operations 1 2 (4) Total derivatives designated as hedges . . . . . . $ 1 $ — Forward starting interest rate swaps . . . . . . . . . . . . . . . . . . . Interest expense 1 2 2 Derivatives not designated as hedges: OCI derivative gain (loss) at end of year . . . . . . . . . . . . . . . . . $ (8) $ (11) $ (8) Commodity derivative contracts . . . . . . . . . Other current assets $ 7 $ 3 Based on current valuations, the amount expected to be reclassified from OCI into earnings within the next 12 months is a Deferred compensation derivative contracts Other current assets 4 1 loss of $2. Foreign exchange forward contracts . . . . . . Other current assets — 1 The following table shows the total amounts of line items presented in the Consolidated Statements of Earnings for the Total derivatives not designated as hedges . . . $ 11 $ 5 years ended August 2, 2020, July 28, 2019, and July 29, 2018 in which the effects of derivative instruments designated as cash- Total asset derivatives . . . . . . . . . . . . . . . . . . . $ 12 $ 5 flow hedges are recorded and the total effect of hedge activity on these line items are as follows: 2020 2019 2018 Earnings Earnings Earnings Balance Sheet Classification 2020 2019 Cost of (loss) from Cost of (loss) from Cost of (loss) from Liability Derivatives products Interest discontinued products Interest discontinued products Interest discontinued sold expense operations sold expense operations sold expense operations Derivatives designated as hedges: Consolidated Statements of Foreign exchange forward contracts . . . . . . Accrued liabilities $ 2 $ — Earnings: . . . . . . . . . . . . . . . . $ 5,692 $ 345 $ 1,036 $ 5,414 $ 356 $ (263) $ 4,241 $ 183 $ (463) Foreign exchange forward contracts . . . . . . Current liabilities of discontinued operations — 2 Total derivatives designated as hedges . . . . . . $ 2 $ 2 (Gain) loss on Cash Flow Hedges: Derivatives not designated as hedges: Amount of (gain) loss Commodity derivative contracts . . . . . . . . . Accrued liabilities $ 9 $ 6 reclassified from OCI to Foreign exchange forward contracts . . . . . . Accrued liabilities — 2 earnings . . . . . . . . . . . . . . . . $ (2) $ 1 $ 1 $ (4) $ 2 $ 2 $ 5 $ 2 $ (4) Total derivatives not designated as hedges . . . $ 9 $ 8 Amount excluded from effectiveness testing Total liability derivatives . . . . . . . . . . . . . . . . $ 11 $ 10 recognized in earnings using We do not offset the fair values of derivative assets and liabilities executed with the same counterparty that are generally an amortization approach . . $ — $ — $ — $ — $ — $ — $ — $ — $ — 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 August 2, 2020, and July 28, 2019, would be adjusted as detailed in the following table: 2020 2019 Gross Amounts Gross Amounts Not Offset in Not Offset in the the Gross Amounts Consolidated Gross Amounts Consolidated Presented in Balance Sheet Presented in Balance Sheet the Subject to the Subject to Consolidated Netting Consolidated Netting Derivative Instrument Balance Sheet Agreements Net Amount Balance Sheet Agreements Net Amount Total asset derivatives . . . . . . $ 12 $ (4) $ 8 $ 5 $ (2) $ 3 Total liability derivatives . . . . $ 11 $ (4) $ 7 $ 10 $ (2) $ 8 72 73


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    The following table shows the effects of our derivative instruments not designated as hedges in the Consolidated Assets and Liabilities Measured at Fair Value on a Recurring Basis Statements of Earnings: The following table presents our financial assets and liabilities that are measured at fair value on a recurring basis as of Amount of (Gain) Loss Recognized in August 2, 2020, and July 28, 2019, consistent with the fair value hierarchy: Earnings on Derivatives Fair Value Measurements at Fair Value Measurements at Location of (Gain) Loss Fair Value August 2, 2020 Using Fair Value July 28, 2019 Using Derivatives Not Designated as Hedges Recognized in Earnings 2020 2019 2018 as of Fair Value Hierarchy as of Fair Value Hierarchy August 2, July 28, Foreign exchange forward contracts . . . . . . . . . . Cost of products sold $ (1) $ — $ (1) 2020 Level 1 Level 2 Level 3 2019 Level 1 Level 2 Level 3 Foreign exchange forward contracts . . . . . . . . . . Other expenses / (income) 2 — (1) Assets Commodity derivative contracts . . . . . . . . . . . . . Cost of products sold 12 6 (2) Foreign exchange forward Commodity derivative contracts . . . . . . . . . . . . . Earnings (loss) from discontinued contracts(1) . . . . . $ 1 $ — $ 1 $ — $ 1 $ — $ 1 $ — operations — (1) — Commodity Deferred compensation derivative contracts . . . . Administrative expenses (2) (2) (2) derivative Treasury rate lock contracts . . . . . . . . . . . . . . . . Interest expense (3) — (18) contracts(2) . . . . . 7 3 2 2 3 2 1 — Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 8 $ 3 $ (24) Deferred compensation derivative 16. Variable Interest Entity contracts(3) . . . . . 4 — 4 — 1 — 1 — In February 2016, we agreed to make a capital commitment subject to certain qualifications of up to $125 to Acre, a limited Deferred partnership formed to make venture capital investments in innovative new companies in food and food-related industries. Acre compensation investments(4) . . . 3 3 — — 4 4 — — is managed by its general partner, Acre Ventures GP, LLC, which is independent of us. We were the sole limited partner of Acre and owned a 99.8% interest. Acre was a VIE. We entered into an agreement to sell our interest in Acre on April 26, 2020, Fair value option investments(5) . . . — — — — 76 — — 76 and completed the sale on May 8, 2020, for $30 resulting in a loss of $45 recognized in the third quarter as a result of the pending sale. We consolidated Acre and accounted for the third party ownership as a noncontrolling interest. Through the date Total assets at fair of the sale, we funded $86 of the capital commitment. value . . . . . . . . . . . $ 15 $ 6 $ 7 $ 2 $ 85 $ 6 $ 3 $ 76 Acre elected the fair value option to account for qualifying investments to more appropriately reflect the value of the investments in the financial statements. The investments were $76 as of July 28, 2019, and are included in Other assets on the Fair Value Measurements at Fair Value Measurements at Fair Value August 2, 2020 Using Fair Value July 28, 2019 Using Consolidated Balance Sheet. Changes in the fair values of investments for which the fair value option was elected were as of Fair Value Hierarchy as of Fair Value Hierarchy August 2, July 28, included in Other expenses / (income) on the Consolidated Statements of Earnings. Current assets and liabilities of Acre were 2020 Level 1 Level 2 Level 3 2019 Level 1 Level 2 Level 3 not material as of July 28, 2019. Liabilities 17. Fair Value Measurements Foreign exchange We categorize financial assets and liabilities based on the following fair value hierarchy: forward contracts(1) . . . . . $ 2 $ — $ 2 $ — $ 4 $ — $ 4 $ — • Level 1: Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. Commodity • Level 2: Inputs other than quoted prices included in Level 1 that are observable for the asset or liability through derivative contracts(2) . . . . . 9 5 4 — 6 3 3 — corroboration with observable market data. Deferred • Level 3: Unobservable inputs, which are valued based on our estimates of assumptions that market participants would compensation use in pricing the asset or liability. obligation(4) . . . . 92 92 — — 95 95 — — 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 Total liabilities at an orderly transaction between market participants as of the measurement date. When available, we use unadjusted quoted fair value . . . . . . . . $ 103 $ 97 $ 6 $ — $ 105 $ 98 $ 7 $ — 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 (1) Based on observable market transactions of spot currency rates and forward rates. interest rates and currency rates. Included in the fair value of derivative instruments is an adjustment for credit and (2) Level 1 and 2 are based on quoted futures exchanges and on observable prices of futures and options transactions in the nonperformance risk. 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. (5) 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. 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. See Note 16 for additional information. 74 75


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    The following table summarizes the changes in fair value of Level 3 investments for the years ended August 2, 2020, and 18. Shareholders' Equity July 28, 2019: We have authorized 560 million shares of Capital stock with $.0375 par value and 40 million shares of Preferred stock, 2020 2019 issuable in one or more classes, with or without par as may be authorized by the Board of Directors. No Preferred stock has Fair value at beginning of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ been issued. 76 $ 77 Gains (losses) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (45) (1) Share Repurchase Programs Purchases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 — In March 2017, the Board authorized a share repurchase program to purchase up to $1,500. The program has no expiration Sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (29) — 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. Settlements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (1) — We suspended our share repurchases as of the second quarter of 2018. Approximately $1,296 remained available under the Fair value at end of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 2 $ 76 March 2017 program as of August 2, 2020. In 2018, we repurchased 2 million shares at a cost of $86. Items Measured at Fair Value on a Nonrecurring Basis 19. Stock-based Compensation In addition to assets and liabilities that are measured at fair value on a recurring basis, we are also required to measure In 2003, shareholders approved the 2003 Long-Term Incentive Plan, which authorized the issuance of an aggregate of 31.2 certain items at fair value on a nonrecurring basis. million shares to satisfy awards of stock options, stock appreciation rights, unrestricted stock, restricted stock/units (including We recognized impairment charges on goodwill, trademarks, other intangible assets and plant assets in connection with performance restricted stock) and performance units. In 2005, shareholders approved the 2005 Long-Term Incentive Plan, interim and annual assessments in recent years. See also Notes 3 and 6 for additional information on the impairment charges. which authorized the issuance of an additional 6 million shares to satisfy the same types of awards. In 2008, shareholders approved an amendment to the 2005 Long-Term Incentive Plan to increase the number of authorized shares to 10.5 million and Fair value was determined based on unobservable Level 3 inputs. The fair value of plant assets was determined based on in 2010, shareholders approved another amendment to the 2005 Long-Term Incentive Plan to increase the number of authorized cash flows associated with the asset group that include significant management assumptions, including expected proceeds. The shares to 17.5 million. In 2015, shareholders approved the 2015 Long-Term Incentive Plan, which authorized the issuance of 13 fair values of trademarks was determined based on discounted cash flow analyses that include significant management million shares. Approximately 6 million of these shares were shares that were currently available under the 2005 plan and were assumptions such as revenue growth rates, weighted average costs of capital and assumed royalty rates. The fair value in testing incorporated into the 2015 Plan upon approval by shareholders. goodwill was determined based on discounted cash flow analyses that include significant management assumptions such as revenue growth rates, operating margins, weighted average costs of capital, and future economic and market conditions. Awards under Long-Term Incentive Plans may be granted to employees and directors. Pursuant to the Long-Term Incentive Plan, we adopted a long-term incentive compensation program which provides for grants of total shareholder return The following table presents fair value measurements: (TSR) performance restricted stock/units, EPS performance restricted stock/units, strategic performance restricted stock/units, Impairment Charges Fair Value time-lapse restricted stock/units, special performance restricted stock/units, free cash flow (FCF) performance restricted stock/ Plant Amortizable Plant Amortizable units and unrestricted stock. Under the program, awards of TSR performance restricted stock/units will be earned by comparing Assets Intangibles Trademark Assets Intangibles Trademark our total shareholder return during a three-year period to the respective total shareholder returns of companies in a performance Discontinued Operations peer group. Based upon our ranking in the performance peer group, a recipient of TSR performance restricted stock/units may January 27, 2019 earn a total award ranging from 0% to 200% of the initial grant. Awards of EPS performance restricted stock/units will be Bolthouse Farms carrot and carrot earned based upon our achievement of annual earnings per share goals. During the three-year vesting period, a recipient of EPS ingredients . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 104 $ 55 $ 18 $ 102 $ 25 $ 30 performance restricted stock/units may earn a total award of either 0% or 100% of the initial grant. Awards of the strategic Bolthouse Farms refrigerated beverages and performance restricted stock units were earned based upon the achievement of two key metrics, net sales and EPS growth, salad dressings . . . . . . . . . . . . . . . . . . . . . . . . $ 9 $ 22 $ 74 $ 100 $ 12 $ 76 compared to strategic plan objectives during a three-year period. A recipient of strategic performance restricted stock units Garden Fresh Gourmet . . . . . . . . . . . . . . . . . . $ 2 $ 39 $ 23 $ 25 $ — $ — earned a total award ranging from 0% to 200% of the initial grant. Awards of FCF performance restricted stock units will be earned based upon the achievement of free cash flow (defined as Net cash provided by operating activities less capital October 28, 2018 expenditures and certain investing and financing activities) compared to annual operating plan objectives over a three-year Refrigerated soup . . . . . . . . . . . . . . . . . . . . . . $ 14 $ 38 period. An annual objective will be 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 In the fourth quarter of 2019, we recorded an impairment charge of $16 on customer relationships intangible assets within end of the three years. A recipient of FCF performance restricted stock units may earn a total award ranging from 0% to 200% the European chips business. The carrying value was not material. of the initial grant. Awards of time-lapse restricted stock/units will vest ratably over the three-year period. In addition, we may In the fourth quarter of 2019, as part of our annual review of intangible assets, we recognized an impairment charge of $7 issue special grants of restricted stock/units to attract and retain executives which vest over various periods. Awards are on a trademark and $10 on goodwill in discontinued operations on Kelsen due to a lower long-term outlook for sales and the generally granted annually in October. pending sale of the business. Annual stock option grants were granted in 2019 and 2018. Stock options are granted on a selective basis under the Long- Fair Value of Financial Instruments Term Incentive Plans. The term of a stock option granted under these plans may not exceed ten years from the date of grant. Options granted in 2019 and 2018 under these plans vest ratably over a three-year period. In 2019, we also granted options The carrying values of cash and cash equivalents, accounts receivable and accounts payable approximate fair value. under these plans that vest at the end of a three-year period. The option price may not be less than the fair market value of a Cash equivalents were $157 at August 2, 2020. At July 28, 2019, discontinued operations included cash equivalents of $19. share of common stock on the date of the grant. Cash equivalents represent fair value as these highly liquid investments have an original maturity of three months or less. Fair In 2020, we issued time-lapse restricted stock units, unrestricted stock and TSR performance restricted stock units. We did value of cash equivalents is based on Level 2 inputs. not issue stock options, FCF performance restricted stock units, EPS performance restricted stock units, strategic performance The fair value of short- and long-term debt was $6,995 at August 2, 2020, and $8,642 at July 28, 2019. The carrying value restricted stock units or special performance restricted units in 2020. was $6,196 at August 2, 2020, and $8,474 at July 28, 2019. The fair value and carrying value of short- and long-term debt of In determining stock-based compensation expense, we estimate forfeitures expected to occur. Total pre-tax stock-based discontinued operations was $238 at July 28, 2019. The fair value of long-term debt is principally estimated using Level 2 compensation expense and tax-related benefits recognized in Earnings from continuing operations were as follows: inputs based on quoted market prices or pricing models using current market rates. 2020 2019 2018 Total pre-tax stock-based compensation expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 59 $ 50 $ 55 Tax-related benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 11 $ 8 $ 9 76 77


  • Page 48

    Total pre-tax stock-based compensation expense and tax-related benefits recognized in Earnings (loss) from discontinued We determine the fair value of time-lapse restricted stock units, EPS performance restricted stock units, strategic operations were as follows: performance restricted stock units, special performance restricted stock units and FCF 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 2020 2019 2018 the vesting period, except for awards issued to retirement-eligible participants, which we expense on an accelerated basis. We Total pre-tax stock-based compensation expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 2 $ 8 $ 6 expense EPS performance restricted stock units on a graded-vesting basis, except for awards issued to retirement-eligible Tax-related benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ — $ 2 $ 2 participants, which we expense on an accelerated basis. There were 23 thousand EPS performance target grants outstanding at The following table summarizes stock option activity as of August 2, 2020: August 2, 2020, with a grant-date fair value of $46.82. We will expense FCF performance restricted stock units over the requisite service period of each objective. In 2019, we issued approximately 388 thousand FCF performance restricted stock Weighted- Weighted- Average units. As of August 2, 2020, we have granted 258 thousand of the issued FCF performance restricted stock units, which are Average Remaining Aggregate included in the table above. There were 166 thousand FCF performance target grants outstanding at August 2, 2020, with a Exercise Contractual Intrinsic Options Price Life Value weighted-average grant date fair value of $42.16. The actual number of EPS performance restricted stock units, strategic (Options in (In years) performance restricted stock units, and FCF performance restricted stock units that vest will depend on actual performance thousands) achieved. We estimate expense based on the number of awards expected to vest. Outstanding at July 28, 2019 . . . . . . . . . . . . . . . . . . . 2,059 $ 46.17 As of August 2, 2020, total remaining unearned compensation related to nonvested time-lapse restricted stock units, EPS Granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — $ — performance restricted stock units and FCF performance restricted units was $35, which will be amortized over the weighted- Exercised . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (481) $ 47.33 average remaining service period of 1.7 years. The fair value of restricted stock units vested during 2020, 2019 and 2018 was $41, $26 and $30, respectively. The weighted-average grant-date fair value of the restricted stock units granted during 2019 and Terminated . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (155) $ 49.46 2018 was $36.51 and $44.18, respectively. Outstanding at August 2, 2020 . . . . . . . . . . . . . . . . . . 1,423 $ 45.42 6.9 $ 8 The following table summarizes TSR performance restricted stock units as of August 2, 2020: Exercisable at August 2, 2020 . . . . . . . . . . . . . . . . . . 833 $ 50.23 6.1 $ 1 Weighted- The total intrinsic value of options exercised during 2020 was $2. No options were exercised during 2019 or 2018. We Average Grant-Date measure the fair value of stock options using the Black-Scholes option pricing model. The expected term of options granted was Units Fair Value based on the weighted average time of vesting and the end of the contractual term. We utilized this simplified method as we do (Restricted stock not have sufficient historical exercise data to provide a reasonable basis upon which to estimate the expected term. units in thousands) The weighted-average assumptions and grant-date fair values for grants in 2019 and 2018 were as follows: Nonvested at July 28, 2019 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,308 $ 37.33 Granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 619 $ 63.06 2019 2018 Vested . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — $ — Risk-free interest rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.79% 2.06% Forfeited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (673) $ 41.43 Expected dividend yield . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3.84% 2.95% Nonvested at August 2, 2020 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,254 $ 47.83 Expected volatility . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25.28% 19.60% Expected term . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.1 years 6.0 years Grant-date fair value . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $6.27 $6.67 We estimated the fair value of TSR performance restricted stock units at the grant date using a Monte Carlo simulation. Weighted-average assumptions used in the Monte Carlo simulation were as follows: 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 August 2, 2020, total remaining unearned compensation related to 2020 2019 2018 nonvested stock options was $1, which will be amortized over the weighted-average remaining service period of 1.4 years. Risk-free interest rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.48% 2.80% 1.58% The following table summarizes time-lapse restricted stock units, EPS performance restricted stock units and FCF Expected dividend yield . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.95% 3.79% 2.95% performance restricted stock units as of August 2, 2020: Expected volatility . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27.01% 24.50% 19.07% Weighted- Average Expected term . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 years 3 years 3 years Grant-Date Units Fair Value 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 August 2, 2020, total remaining unearned compensation (Restricted stock units in thousands) related to TSR performance restricted stock units was $22, which will be amortized over the weighted-average remaining Nonvested at July 28, 2019 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,960 $ 40.57 service period of 1.8 years. 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. In the Granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,157 $ 46.82 first quarter of 2019, recipients of TSR performance restricted stock units earned 0% of the initial grants based upon our TSR Vested . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (871) $ 42.80 ranking in a performance peer group during a three-year period ended July 27, 2018. In the first quarter of 2018, recipients of Forfeited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (380) $ 41.64 TSR performance restricted stock units earned 125% of the initial grants based upon our TSR ranking in a performance peer group during a three-year period ended July 28, 2017. As a result, approximately 160 thousand additional shares were awarded. Nonvested at August 2, 2020 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,866 $ 43.18 The fair value of TSR performance restricted stock units vested during 2018 was $38. The weighted-average grant-date fair value of the TSR performance restricted stock units granted during 2019 and 2018 was $31.29 and $39.39, respectively. In the first quarter of 2021, recipients of TSR performance restricted stock units will receive a 50% payout based upon our TSR ranking in a performance peer group during a three-year period ended July 31, 2020. The excess tax benefits of $1 in 2020, and the excess tax deficiencies of $6 in 2019 and $3 in 2018, 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 $23 for 2020, and is reflected in cash flows from financing activities in the Consolidated Statements of Cash Flows. 78 79


  • Page 49

    20. Commitments and Contingencies 21. Supplemental Financial Statement Data Regulatory and Litigation Matters Balance Sheets We are involved in various pending or threatened legal or regulatory proceedings, including purported class actions, arising 2020 2019 from the conduct of business both in the ordinary course and otherwise. Modern pleading practice in the U.S. permits Accounts receivable 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 Customer accounts receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 544 $ 538 jurisdiction of the trial court. In addition, jurisdictions may permit plaintiffs to allege monetary damages in amounts well Allowances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (14) (13) exceeding reasonably possible verdicts in the jurisdiction for similar matters. This variability in pleadings, together with our Subtotal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 530 $ 525 actual experiences in litigating or resolving through settlement numerous claims over an extended period of time, demonstrates Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45 49 to us that the monetary relief which may be specified in a lawsuit or claim bears little relevance to its merits or disposition value. $ 575 $ 574 Due to the unpredictable nature of litigation, the outcome of a litigation matter and the amount or range of potential loss at Inventories 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 Raw materials, containers and supplies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 297 $ 271 context of the pleadings or evidence presented, whether by motion practice, or at trial or on appeal. Disposition valuations are Finished products . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 574 592 also subject to the uncertainty of how opposing parties and their counsel will themselves view the relevant evidence and $ 871 $ 863 applicable law. On January 7, 2019, three purported shareholder class action lawsuits pending in the United States District Court for the Plant assets District of New Jersey were consolidated under the caption, In re Campbell Soup Company Securities Litigation, Civ. No. 1:18- Land . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 75 $ 83 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 Buildings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,473 1,474 former President and Chief Executive Officer), and Anthony DiSilvestro (the company's former Senior Vice President and Machinery and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,463 3,473 Chief Financial Officer) are defendants in the Action. The consolidated complaint alleges that, in public statements between Projects in progress . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 274 185 July 19, 2017 and May 17, 2018, the defendants made materially false and misleading statements and/or omitted material Total cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 5,285 $ 5,215 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, Accumulated depreciation(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (2,917) (2,760) the defendants filed a motion to dismiss the consolidated complaint. We are vigorously defending against the Action. $ 2,368 $ 2,455 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 Other assets that some matters could require us to pay damages or make other expenditures or establish accruals in amounts that could not Investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ — $ 77 be reasonably estimated as of August 2, 2020. While the potential future charges could be material in a particular quarter or Pensions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 21 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. In the third quarter of 2018, we recorded expense Operating lease right-of-use assets, net of amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . 254 — of $22 from a settlement of a claim. Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19 29 Other Contingencies $ 283 $ 127 We guarantee approximately 2,100 bank loans made to Pepperidge Farm independent contractor distributors by third-party financial institutions for the purchase of distribution routes. The maximum potential amount of the future payments under existing guarantees we could be required to make is $246. We guarantee approximately 2,500 bank loans made to Snyder's- Lance independent contractor distributors by third-party financial institutions for the purchase of distribution routes. The maximum potential amount of the future payments under existing guarantees we could be required to make is $199. Our guarantees are indirectly secured by the distribution routes. We do not expect that we will be required to make material guarantee payments as a result of defaults on the bank loans guaranteed. The amounts recognized as of August 2, 2020, and July 28, 2019, were not material. We have provided certain standard indemnifications in connection with divestitures, contracts and other transactions. Certain indemnifications have finite expiration dates. Liabilities recognized based on known exposures related to such matters were not material at August 2, 2020, and July 28, 2019. 80 81


  • Page 50

    (1) 2020 2019 See Note 6 for additional information. (2) Accrued liabilities 2020 includes a loss of $45 related to Acre. See Note 16 for additional information. (3) Accrued compensation and benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 252 $ 234 In 2020, we recognized a loss of $64 on the sale of the European chips business. See Note 3 for additional information. (4) Fair value of derivatives . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 8 In 2018, we recognized transaction costs of $53 related to the acquisition of Snyder's-Lance. See Note 4 for additional information. Accrued trade and consumer promotion programs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 156 135 (5) Included in Marketing and selling expenses. Accrued interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 79 97 Restructuring . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 29 Statements of Cash Flows Operating lease liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 67 — 2020 2019 2018 Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 116 106 Cash Flows from Operating Activities $ 693 $ 609 Other non-cash charges to net earnings Operating lease expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 75 $ — $ — Other liabilities Amortization of debt issuance costs/debt discount . . . . . . . . . . . . . . . . . . . . . . . . . 9 14 4 Pension benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 242 $ 179 Benefit related expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 6 8 Postretirement benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 220 210 Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 4 12 Operating lease liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 184 — $ 101 $ 24 $ 24 Deferred compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 80 79 Unrecognized tax benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17 19 Restructuring . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 8 Other Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 74 64 Benefit related payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ (53) $ (60) $ (59) $ 820 $ 559 Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (6) (4) 5 ____________________________________ (1) $ (59) $ (64) $ (54) Depreciation expense was $285 in 2020, $389 in 2019 and $360 in 2018. Depreciation expense of continuing operations was $285 in 2020, $315 in 2019 and $259 in 2018. Buildings are depreciated over periods ranging from 7 to 45 years. Machinery and equipment are depreciated over periods generally ranging from 2 to 20 years. Other Cash Flow Information Statements of Earnings Interest paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 287 $ 367 $ 152 Interest received . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 4 $ 3 $ 4 2020 2019 2018 Income taxes paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 222 $ 117 $ 128 Other expenses / (income) Amortization of intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 43 $ 48 $ 20 Non-cash Activity Impairment of intangible assets(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 16 54 Build-to-suit lease commitment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ — $ 20 $ — Net periodic benefit expense (income) other than the service cost . . . . . . . . . . . . 30 43 (225) Pension settlement charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43 28 — Investment losses(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49 1 10 Loss on sale of business(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64 — — Transition services fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (10) — — Transaction costs(4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — 53 Legal settlements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — 22 Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 4 (7) $ 221 $ 140 $ (73) Advertising and consumer promotion expense(5) . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 463 $ 347 $ 327 Interest expense Interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 350 $ 359 $ 186 Less: Interest capitalized . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 3 3 $ 345 $ 356 $ 183 ____________________________________ 82 83

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