Acquisition

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. As of January 27, 2013, the preliminary purchase price adjustments resulted in an increase of the purchase price of $20. The company funded the acquisition through a combination of short- and long-term borrowings.

The acquisition of Bolthouse Farms provides the company with a new growth platform. Bolthouse Farms is a vertically integrated food and beverage company focused on developing, manufacturing and marketing fresh carrots and proprietary, high value-added natural, healthy products. Bolthouse Farms' U.S. and Canadian market-leading super-premium refrigerated beverages expand the company's beverage portfolio. Bolthouse Farms' leading U.S. and Canadian market position in fresh carrots anchors its business and provides significant cash flow. In addition, Bolthouse Farms' prominent position in the high-growth packaged fresh category offers opportunities for expansion into adjacent segments that respond directly to significant consumer trends.

The company incurred pre-tax transactions 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 $195 to Net sales and resulted in an increase of $5 to Net earnings from October 29, 2012 through January 27, 2013, and contributed $366 to Net sales and resulted in an increase of $2 to Net earnings from August 6, 2012 through January 27, 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 following unaudited summary information is presented on a consolidated pro forma basis as if the acquisition had occurred on August 1, 2011.



	Three Months Ended				Six Months Ended
	January 27, 2013		January 29, 2012		January 27, 2013		January 29, 2012
Net sales	$	2,333	$	2,281	$	4,682	$	4,605
Net earnings attributable to Campbell Soup Company	$	190	$	207	$	435	$	461
Earnings per share attributable to Campbell Soup Company	$	0.60	$	0.64	$	1.38	$	1.43

The pro forma amounts include transaction costs, 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 pro forma results are not necessarily indicative of the combined results had the acquisition been completed at August 1, 2011, nor are they indicative of future combined results.

The acquired assets and assumed liabilities include the following:



	August 6, 2012
Cash	$	3
Accounts receivable	76
Inventories	122
Other current assets	8
Plant assets	336
Goodwill	695
Other intangible assets	580
Other assets	8
Notes payable	(1		)
Accounts payable	(59		)
Accrued liabilities	(30		)
Long-term debt	(1		)
Deferred income taxes	(152		)
Other liabilities	(15		)
Total of assets acquired and liabilities assumed	$	1,570

The purchase price allocation is preliminary and is subject to finalization of appraisals, which will be completed in 2013.

The excess of the purchase price over the estimated fair values of the identifiable assets was recorded as $695 of goodwill. Of this amount, $281 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.

The fair value of intangible assets based on the preliminary results of appraisals is as follows:



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