Acquisitions

On March 26, 2018, we completed the acquisition of Snyder's-Lance, Inc. (Snyder's-Lance) for $50.00 per share. Total consideration was $6,112, which included the payoff of approximately $1,100 of Snyder's-Lance indebtedness. The acquisition was financed through a single draw 3-year senior unsecured term loan facility and the issuance of senior notes. Snyder's-Lance is a snack food company that manufactures, distributes, markets and sells snack food products in North America and Europe. Its primary brands include Snyder’s of Hanover and Lance, as well as Kettle Brand, KETTLE, Cape Cod, Snack Factory Pretzel Crisps, Pop Secret, Emerald and Late July.

The excess of the purchase price over the estimated fair values of identifiable net assets was recorded as $3,006 of goodwill. The goodwill is not deductible for tax purposes. The goodwill was primarily attributable to future growth opportunities, anticipated synergies, and intangible assets that did not qualify for separate recognition. The goodwill is included in the Global Biscuits and Snacks segment.

On December 12, 2017, we completed the acquisition of Pacific Foods of Oregon, LLC (Pacific Foods). The purchase price was $688. Pacific Foods produces broth, soups, non-dairy beverages and other simple meals. The excess of the purchase price over the estimated fair values of identifiable net assets was recorded as $202 of goodwill. The goodwill is deductible for tax purposes. The goodwill was primarily attributable to future growth opportunities, anticipated synergies, and intangible assets that did not qualify for separate recognition. The goodwill is included in the Meals and Beverages segment.

The table below presents the fair value that was allocated to acquired assets and assumed liabilities of Snyder's-Lance. In the first quarter ended October 28, 2018, we made measurement period adjustments to reflect facts and circumstances in existence as of the date of acquisition. These adjustments included a $134 decrease to indefinite-lived trademarks, a $52 decrease to customer relationships, a $43 decrease to Deferred taxes and a $140 increase to Goodwill.



	Snyder's-Lance
Cash	$	21
Accounts receivable	220
Inventories	219
Other current assets	32
Plant assets	696
Goodwill	3,006
Other intangible assets	2,761
Other assets	65
Short-term debt	(1		)
Accounts payable	(124		)
Accrued liabilities	(115		)
Deferred taxes	(597		)
Other liabilities	(24		)
Noncontrolling interest	(47		)
Total assets acquired and liabilities assumed	$	6,112

The identifiable intangible assets of Snyder's-Lance consist of:



	Type	Life in Years			Value
Trademarks	Non-amortizable	Indefinite			$	1,997
Customer relationships	Amortizable	15	to	22	756
Other	Amortizable	1.5			8
Total identifiable intangible assets					$	2,761

For the three- and nine-month periods ended April 28, 2019, the acquisition of Snyder's-Lance contributed $532 and $1,615 to Net sales. The contribution to Net earnings (loss) from continuing operations were losses of $9 and $26 for the three- and nine-month periods ended April 28, 2019, including expenses associated with restructuring charges and cost savings initiatives, as well as interest expense on the debt to finance the acquisition.

We recognized transaction costs and integration costs of $64 and $88, associated with the Snyder's-Lance acquisition in the three- and nine-month periods ended April 29, 2018, respectively. Approximately $29 in the three-month period and $53 in the nine-month period represented transactions costs, including bridge financing costs and outside advisory costs, and were recorded in Other expenses / (income). Integration costs in the three- and nine-month periods included the following:


•	amortization of most of the acquisition date fair value adjustment to inventories of $37 that was recorded in Cost of products sold;


•	$10 of Restructuring charges;


•	$6 of Administrative expenses; and


•	$18 gain in Interest expense on treasury rate lock contracts used to hedge the planned financing of the acquisition.

For the three- and nine-month periods ended April 29, 2018, the contribution of the Snyder's-Lance acquisition to Net sales was $207. The contribution to Net earnings (loss) was a loss of $52 for the three-month period ended April 29, 2018, including the effect of the transaction and integration costs, and interest expense on the debt to finance the acquisition.

For the three- and nine-month periods ended April 28, 2019, the acquisition of Pacific Foods contributed $55 and $182 to Net sales. The contribution to Net earnings (loss) from continuing operations were losses of $4 and $7 for the three- and nine-month periods ended April 28, 2019, including interest expense on the debt to finance the acquisition. For the nine-month period ended April 29, 2018, the contribution of the Pacific Foods acquisition to Net sales was $83. The contribution to Net earnings was not material.

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:



	Three Months Ended		Nine Months Ended
	April 29, 2018		April 29, 2018
Net sales	$	2,201	$	7,280
Earnings from continuing operations attributable to Campbell Soup Company	$	98	$	795
Earnings from continuing operations per share attributable to Campbell Soup Company - basic	$	.33	$	2.64
Earnings from continuing operations per share attributable to Campbell Soup Company - assuming dilution	$	.33	$	2.63

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 effects. The pro forma results are not necessarily indicative of the combined results had the Snyder's-Lance and Pacific Foods acquisitions been completed on August 1, 2016, nor are they indicative of future combined results. The pro forma results for the three- and nine-month periods ended April 29, 2018 do not include certain transaction costs, amortization of the acquisition date fair value adjustment to inventories, or a gain on treasury rate lock contracts, as all of these would be reflected in the nine-month period ended April 30, 2017, had the acquisitions occurred on August 1, 2016.

With the acquisition of Snyder's-Lance, we acquired an investment in Yellow Chips Holdings B.V. (Yellow Chips), and accounted for the investment under the equity method of accounting. On October 30, 2018, we purchased the remaining ownership interest in Yellow Chips, and began consolidating the business. The purchase price was $18. The pro forma results for the nine-month period ended April 28, 2019 and the three- and nine-month periods ended April 29, 2018 were not material.