Acquisitions

On August 8, 2013, the company completed the acquisition of Kelsen Group A/S (Kelsen). The purchase price was $331. Kelsen is a producer of quality baked snacks that are sold in 85 countries around the world. Its primary brands include Kjeldsens and Royal Dansk. Kelsen has established distribution networks in markets in Asia, the U.S., Europe, the Middle East, South America and Africa.

The excess of the purchase price over the estimated fair values of the identifiable tangible and intangible assets was recorded as $136 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 Global Baking and Snacking segment.

The acquisition of Kelsen contributed $52 to Net sales and there was no impact on Net earnings for the three-month period ended October 27, 2013.

On June 13, 2013, the company completed the acquisition of Plum, PBC (formerly Plum Inc.) (Plum) for $249, subject to customary purchase price adjustments.

The acquisition of Plum contributed $15 to Net sales and resulted in a Net loss of $13 for the three-month period ended October 27, 2013. The Net loss included $11 of costs incurred from a voluntary product recall (see Note 18 for additional details).

The acquired assets and assumed liabilities include the following:



	Kelsen			Plum
Cash	$	2		$	1
Accounts receivable	20			15
Inventories	50			20
Other current assets	2			1
Plant assets	51			2
Goodwill	136			128
Other intangible assets	173			133
Short-term debt	(32		)	—
Accounts payable	(11		)	(12		)
Accrued liabilities	(11		)	(5		)
Long-term debt	(4		)	—
Deferred income taxes	(45		)	(34		)
Total of assets acquired and liabilities assumed	$	331		$	249

The purchase price allocations are preliminary and are subject to the finalization of tax balances for both Kelsen and Plum, as well as final purchase price adjustments for Plum.

The identifiable intangible assets of Kelsen consist of $147 in non-amortizable trademarks, $4 in amortizable trademarks to be amortized over 10 years, and $22 in customer relationships to be amortized over 10 to 15 years. The identifiable intangible assets of Plum consist of $115 in non-amortizable trademarks and $18 in customer relationships to be amortized over 15 years.

On August 6, 2012, the company completed the acquisition of BF Bolthouse Holdco LLC (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 of 2013, the purchase price adjustments were finalized and reduced to $11. The company incurred transactions costs of $10 ($7 after tax) in the three-month period ended October 28, 2012 related to this acquisition. The costs were recorded in Other expenses/(income).

The following unaudited summary information is presented on a consolidated pro forma basis as if the Kelsen acquisition had occurred on July 30, 2012 and the Plum and Bolthouse acquisitions had occurred on August 1, 2011:



	Three Months Ended
	October 27, 2013		October 28, 2012
Net sales	$	2,169	$	2,299
Earnings from continuing operations attributable to Campbell Soup Company	$	182	$	231
Earnings per share from continuing operations attributable to Campbell Soup Company	$	.57	$	.73

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, plant assets, and related tax effects. The pro forma results are not necessarily indicative of the combined results had the Kelsen acquisition been completed on July 30, 2012, and the Plum and Bolthouse acquisitions been completed on August 1, 2011, nor are they indicative of future combined results.