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. See Note 12 for additional information. 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 Chips, 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 $2,867 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) for $689, subject to customary post-closing adjustments. 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 Americas Simple Meals and Beverages segment.

The acquired assets and assumed liabilities include the following:



	Snyder's-Lance			Pacific Foods
Cash	$	21		$	7
Accounts receivable	220			16
Inventories	219			50
Other current assets	35			1
Plant assets	699			78
Goodwill	2,867			202
Other intangible assets	2,947			366
Other assets	61			—
Short-term debt	(1		)	—
Accounts payable	(124		)	(25		)
Accrued liabilities	(116		)	(6		)
Deferred income taxes	(637		)	—
Other liabilities	(32		)	—
Noncontrolling interest	(47		)	—
Total assets acquired and liabilities assumed	$	6,112		$	689

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



	Type	Life in Years			Value
Trademarks	Non-amortizable	Indefinite			$	2,131
Customer relationships	Amortizable	15	to	22	808
Other	Amortizable	1.5			8
Total identifiable intangible assets					$	2,947

The identifiable intangible assets of Pacific Foods consist of $280 in non-amortizable trademarks, and $86 in customer relationships to be amortized over 20 years.

The purchase price allocations are preliminary and are subject to the finalization of valuations, which will be completed within the allowable measurement period.

For the three- and nine-month periods ended April 29, 2018, the contribution of the Pacific Foods acquisition to Net sales was $55 and $83, respectively. The contribution to Net earnings was not material.

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.

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 30, 2017		April 29, 2018		April 30, 2017
Net sales	$	2,448		$	2,435	$	8,003	$	8,042
Net earnings (loss) attributable to Campbell Soup Company	$	(368	)	$	151	$	272	$	468
Net earnings (loss) per share attributable to Campbell Soup Company - basic	$	(1.22	)	$	0.50	$	0.90	$	1.53
Net earnings per share attributable to Campbell Soup Company - assuming dilution	$	(1.22	)	$	0.49	$	0.90	$	1.52

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 2017 include pre-tax transaction costs of $53, pre-tax amortization of the acquisition date fair value adjustment to inventories of $42 (of which $37 was recognized as of the third quarter 2018), and a pre-tax gain of $18 on treasury rate lock contracts. Therefore, the pro forma results for 2018 exclude these items, as they are reflected in 2017.