Acquisitions

On August 6, 2012, the company completed the acquisition of Bolthouse Farms from a fund managed by Madison Dearborn Partners, LLC, a private equity firm, for $1,550 in cash, subject to customary purchase price adjustments. On August 6, 2012, the preliminary purchase price adjustments resulted in an increase in the purchase price of $20. In the third quarter, the purchase price adjustments were finalized and reduced to $11. The company funded the acquisition through a combination of short- and long-term borrowings. Bolthouse Farms is a vertically integrated food and beverage company focused on developing, manufacturing and marketing fresh carrots and proprietary, high value-added healthy products.

The company incurred transaction costs of $10 ($7 after tax) in the first quarter of 2013 and $5 ($3 after tax) during the fourth quarter of 2012. The costs were recorded in Other expenses/(income).

The acquisition of Bolthouse Farms contributed $756 to Net sales and resulted in an increase of $18 to Net earnings from August 6, 2012 through July 28, 2013. Net earnings reflect the transaction costs incurred in 2013, additional interest expense on the debt issued to finance the purchase, amortization and depreciation expense based on the estimated fair value and useful lives of intangible assets, plant assets, and related tax effects.

The excess of the purchase price over the estimated fair values of the identifiable assets was recorded as $692 of goodwill. Of this amount, $284 is expected to be deductible for tax purposes. The goodwill was primarily attributable to future growth opportunities and any intangible assets that did not qualify for separate recognition. The goodwill is included in the Bolthouse and Foodservice segment.

On June 13, 2013, the company completed the acquisition of Plum for $249, subject to customary purchase price adjustments. Plum is a leading provider of premium, organic foods and snacks that serve the nutritional needs of babies, toddlers and children. The acquisition provides the company with an attractive platform to extend its core categories of simple meals, snacks and beverages and enhances the company's access to a new generation of consumers.

The acquisition of Plum contributed $14 to Net sales and resulted in a decrease of $2 to Net earnings from June 14, 2013 through July 28, 2013.

The excess of the purchase price over the estimated fair values of the identifiable assets was recorded as $128 of goodwill. The goodwill is not expected to be deductible for tax purposes. The goodwill was primarily attributable to future growth opportunities and any intangible assets that did not qualify for separate recognition. The goodwill is included in the U.S. Simple Meals segment. The purchase price allocation is preliminary and is subject to the finalization of appraisals, which will be completed in 2014.

The acquired assets and assumed liabilities for both acquisitions include the following:



	Bolthouse Farms			Plum
Cash	$	3		$	1
Accounts receivable	74			15
Inventories	122			20
Other current assets	8			1
Plant assets	335			2
Goodwill	692			128
Other intangible assets	580			133
Other assets	8			—
Short-term debt	(1		)	—
Accounts payable	(59		)	(12		)
Accrued liabilities	(29		)	(5		)
Long-term debt	(1		)	—
Deferred income taxes	(156		)	(34		)
Other liabilities	(15		)	—
Total assets acquired and liabilities assumed	$	1,561		$	249

The fair value of identifiable intangible assets is as follows:



	Bolthouse Farms
	Type	Life in Years			Value
Trademarks	Non-amortizable	Indefinite			$	383
Customer relationships	Amortizable	20			132
Distributor relationship	Amortizable	7			2
Technology and patents	Amortizable	9	to	17	43
Formula and recipes	Amortizable	5			20
Total identifiable assets					$	580

The identifiable intangible assets of Plum consist of $115 in non-amortizable trademarks and $18 in customer relationships to be amortized over 15 years.

The following unaudited summary information is presented on a consolidated pro forma basis as if both of the acquisitions had occurred on August 1, 2011.



	2013		2012
Net sales	$	8,140	$	7,941
Earnings from continuing operations attributable to Campbell Soup Company	$	680	$	711
Earnings per share from continuing operations attributable to Campbell Soup Company	$	2.15	$	2.22

The pro forma amounts include transaction costs, 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, plant assets, and related tax effects. The pro forma results are not necessarily indicative of the combined results had the acquisitions been completed at August 1, 2011, nor are they indicative of future combined results.

On August 8, 2013, the company completed the acquisition of Kelsen. See also Note 21 for additional information.