XNYS:CPB Campbell Soup Co Quarterly Report 10-Q Filing - 4/29/2012

Effective Date 4/29/2012

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
_____________________________________________________
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the Quarterly Period Ended
April 29, 2012
Commission File Number
1-3822


CAMPBELL SOUP COMPANY 

New Jersey
21-0419870
State of Incorporation
I.R.S. Employer Identification No.

1 Campbell Place
Camden, New Jersey 08103-1799
Principal Executive Offices
Telephone Number: (856) 342-4800
_____________________________________________________
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. R Yes o No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Date File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). R Yes o No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
 
Large accelerated filer þ
Accelerated filer o
Non-accelerated filer o
(Do not check if a smaller  reporting company)
Smaller reporting company o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). o Yes R No
There were 316,000,338 shares of capital stock outstanding as of May 31, 2012.


TABLE OF CONTENTS







PART I.

ITEM 1. FINANCIAL INFORMATION

CAMPBELL SOUP COMPANY
Consolidated Statements of Earnings
(unaudited)
(millions, except per share amounts)
 
 
Three Months Ended
 
Nine Months Ended
 
April 29,
2012
 
May 1,
2011
 
April 29,
2012
 
May 1,
2011
Net sales
$
1,821

 
$
1,813

 
$
6,094

 
$
6,112

Costs and expenses
 
 
 
 
 
 
 
Cost of products sold
1,115

 
1,081

 
3,723

 
3,648

Marketing and selling expenses
256

 
243

 
814

 
811

Administrative expenses
144

 
148

 
441

 
442

Research and development expenses
32

 
33

 
91

 
95

Other expenses / (income)
6

 
1

 
7

 
6

Restructuring charges
4

 

 
9

 

Total costs and expenses
1,557

 
1,506

 
5,085

 
5,002

Earnings before interest and taxes
264

 
307

 
1,009

 
1,110

Interest expense
29

 
27

 
87

 
93

Interest income
2

 
3

 
6

 
8

Earnings before taxes
237

 
283

 
928

 
1,025

Taxes on earnings
62

 
97

 
289

 
321

Net earnings
175

 
186

 
639

 
704

Less: Net earnings (loss) attributable to noncontrolling interests
(2
)
 
(1
)
 
(8
)
 
(1
)
Net earnings attributable to Campbell Soup Company
$
177

 
$
187

 
$
647

 
$
705

Per Share — Basic
 
 
 
 
 
 
 
Net earnings attributable to Campbell Soup Company
$
.56

 
$
.58

 
$
2.03

 
$
2.13

Dividends
$
.29

 
$
.29

 
$
.87

 
$
.855

Weighted average shares outstanding — basic
316

 
321

 
318

 
328

Per Share — Assuming Dilution
 
 
 
 
 
 
 
Net earnings attributable to Campbell Soup Company
$
.55

 
$
.57

 
$
2.01

 
$
2.11

Weighted average shares outstanding — assuming dilution
318

 
323

 
320

 
331

See accompanying Notes to Consolidated Financial Statements.


2



CAMPBELL SOUP COMPANY
Consolidated Balance Sheets
(unaudited)
(millions, except per share amounts)
 
 
April 29,
2012
 
July 31,
2011
Current assets
 
 
 
Cash and cash equivalents
$
383

 
$
484

Accounts receivable
564

 
560

Inventories
673

 
767

Other current assets
147

 
152

Total current assets
1,767

 
1,963

Plant assets, net of depreciation
2,054

 
2,103

Goodwill
2,047

 
2,133

Other intangible assets, net of amortization
511

 
527

Other assets
113

 
136

Total assets
$
6,492

 
$
6,862

Current liabilities
 
 
 
Short-term borrowings
$
751

 
$
657

Payable to suppliers and others
507

 
585

Accrued liabilities
547

 
619

Dividend payable
93

 
95

Accrued income taxes
10

 
33

Total current liabilities
1,908

 
1,989

Long-term debt
2,006

 
2,427

Deferred taxes
439

 
367

Other liabilities
867

 
983

Total liabilities
5,220

 
5,766

Campbell Soup Company shareowners’ equity
 
 
 
Preferred stock; authorized 40 shares; none issued

 

Capital stock, $.0375 par value; authorized 560 shares; issued 542 shares
20

 
20

Additional paid-in capital
331

 
331

Earnings retained in the business
9,550

 
9,185

Capital stock in treasury, at cost
(8,144
)
 
(8,021
)
Accumulated other comprehensive loss
(485
)
 
(427
)
Total Campbell Soup Company shareowners’ equity
1,272

 
1,088

Noncontrolling interests

 
8

Total equity
1,272

 
1,096

Total liabilities and equity
$
6,492

 
$
6,862

See accompanying Notes to Consolidated Financial Statements.


3



CAMPBELL SOUP COMPANY
Consolidated Statements of Cash Flows
(unaudited)
(millions)
 
Nine Months Ended
 
April 29,
2012
 
May 1,
2011
Cash flows from operating activities:
 
 
 
Net earnings
$
639

 
$
704

Adjustments to reconcile net earnings to operating cash flow
 
 
 
Restructuring charges
9

 

Stock-based compensation
62

 
69

Depreciation and amortization
189

 
194

Deferred income taxes
64

 
66

Other, net
94

 
81

Changes in working capital
 
 
 
Accounts receivable
(23
)
 
(58
)
Inventories
80

 
116

Prepaid assets

 
25

Accounts payable and accrued liabilities
(140
)
 
(153
)
Pension fund contributions
(68
)
 
(140
)
Receipts from hedging activities
11

 
1

Other
(79
)
 
(47
)
Net cash provided by operating activities
838

 
858

Cash flows from investing activities:
 
 
 
Purchases of plant assets
(173
)
 
(133
)
Sales of plant assets
1

 
9

Other, net
6

 
1

Net cash used in investing activities
(166
)
 
(123
)
Cash flows from financing activities:
 
 
 
Net short-term borrowings (repayments)
(302
)
 
524

Long-term borrowings

 
500

Repayment of notes payable

 
(700
)
Dividends paid
(281
)
 
(284
)
Treasury stock purchases
(272
)
 
(696
)
Treasury stock issuances
94

 
54

Excess tax benefits on stock-based compensation
6

 
7

Contribution from noncontrolling interest

 
9

Other, net

 
(5
)
Net cash used in financing activities
(755
)
 
(591
)
Effect of exchange rate changes on cash
(18
)
 
51

Net change in cash and cash equivalents
(101
)
 
195

Cash and cash equivalents — beginning of period
484

 
254

Cash and cash equivalents — end of period
$
383

 
$
449

See accompanying Notes to Consolidated Financial Statements.



4



CAMPBELL SOUP COMPANY
Consolidated Statements of Equity
(unaudited)
(millions, except per share amounts)
 
 
Campbell Soup Company Shareowners’ Equity
 
 
 
 
 
Capital Stock
 
Additional Paid-in
Capital
 
Earnings Retained in the
Business
 
Accumulated Other Comprehensive
Income (Loss)
 
Noncontrolling
Interests
 
 
 
Issued
 
In Treasury
 
 
 
 
 
 
  
Shares
 
Amount
 
Shares
 
Amount
 
 
 
 
 
Total
Equity
Balance at August 1, 2010
542

 
$
20

 
(206
)
 
$
(7,459
)
 
$
341

 
$
8,760

 
$
(736
)
 
$
3

 
$
929

Contribution from noncontrolling interest

 

 

 

 

 

 

 
7

 
7

Comprehensive income (loss)

 

 

 

 

 

 

 

 

Net earnings (loss)

 

 

 

 

 
705

 

 
(1
)
 
704

Foreign currency translation adjustments, net of tax

 

 

 

 

 

 
278

 

 
278

Cash-flow hedges, net of tax

 

 

 

 

 

 
(3
)
 

 
(3
)
Pension and postretirement benefits, net of tax
 
 
 
 
 
 
 
 
 
 
 
 
28

 
 
 
28

Other comprehensive income (loss)

 

 

 

 

 

 
303

 

 
303

Total comprehensive income (loss)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
1,007

Dividends ($.855 per share)

 

 

 

 

 
(285
)
 

 

 
(285
)
Treasury stock purchased

 

 
(20
)
 
(696
)
 

 

 

 

 
(696
)
Treasury stock issued under management incentive and stock option plans
 
 
 
 
3

 
115

 
(6
)
 
 
 
 
 
 
 
109

Balance at May 1, 2011
542

 
$
20

 
(223
)
 
$
(8,040
)
 
$
335

 
$
9,180

 
$
(433
)
 
$
9

 
$
1,071

Balance at July 31, 2011
542

 
$
20

 
(222
)
 
$
(8,021
)
 
$
331

 
$
9,185

 
$
(427
)
 
$
8

 
$
1,096

Comprehensive income (loss)

 

 

 

 

 

 

 

 
 
Net earnings (loss)

 

 

 

 

 
647

 

 
(8
)
 
639

Foreign currency translation adjustments, net of tax

 

 

 

 

 

 
(108
)
 

 
(108
)
Cash-flow hedges, net of tax

 

 

 

 

 

 
7

 

 
7

Pension and postretirement benefits, net of tax
 
 
 
 
 
 
 
 
 
 
 
 
43

 
 
 
43

Other comprehensive income (loss)

 

 

 

 

 

 
(58
)
 

 
(58
)
Total comprehensive income (loss)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
581

Dividends ($.87 per share)

 

 

 

 

 
(282
)
 

 

 
(282
)
Treasury stock purchased

 

 
(8
)
 
(272
)
 

 

 

 

 
(272
)
Treasury stock issued under management incentive and stock option plans
 
 
 
 
4

 
149

 

 
 
 
 
 
 
 
149

Balance at April 29, 2012
542

 
$
20

 
(226
)
 
$
(8,144
)
 
$
331

 
$
9,550

 
$
(485
)
 
$

 
$
1,272

See accompanying Notes to Consolidated Financial Statements.



5



Notes to Consolidated Financial Statements
(unaudited)
(currency in millions, except per share amounts)

1.
Basis of Presentation and Significant Accounting Policies
The financial statements reflect all adjustments which are, in the opinion of management, necessary for a fair presentation of the results of operations, financial position, and cash flows for the indicated periods. The accounting policies used in preparing these financial statements are consistent with those applied in the Annual Report on Form 10-K for the year ended July 31, 2011. The results for the period are not necessarily indicative of the results to be expected for other interim periods or the full year.

2.
Recent Accounting Pronouncements
In January 2010, the Financial Accounting Standards Board (FASB) issued additional authoritative guidance related to fair value measurements and disclosures. The guidance requires a roll forward, separately presenting information about purchases, sales, issuances and settlements on a gross basis, rather than net, of the assets and liabilities measured using significant unobservable inputs (Level 3 fair value measurements). The company adopted the guidance in the first quarter of 2012. The adoption did not have a material impact on the company's consolidated financial statements.
In November 2010, the FASB issued additional authoritative guidance clarifying the required disclosures of supplementary pro forma information for business combinations. The guidance is effective prospectively for business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2010.
In December 2010, the FASB issued additional authoritative guidance on accounting for goodwill. The guidance clarifies the impairment test for reporting units with zero or negative carrying amounts. The guidance is effective for fiscal years and interim periods within those years beginning after December 15, 2011. The company does not expect the adoption to have a material impact on the company's consolidated financial statements.
In May 2011, the FASB issued further additional authoritative guidance related to fair value measurements and disclosures. The new guidance results in a consistent definition of fair value and common requirements for measurement of and disclosure about fair value between accounting principles generally accepted in the United States (U.S. GAAP) and International Financial Reporting Standards (IFRS). The company adopted the guidance in the third quarter of 2012. The adoption did not have a material impact on the company’s consolidated financial statements.
In June 2011, the FASB issued authoritative guidance requiring entities to present net income and other comprehensive income (OCI) in one continuous statement or two separate, but consecutive, statements of net income and comprehensive income. The option to present items of OCI in the statement of changes in equity has been eliminated. In December 2011, the FASB issued an amendment to defer indefinitely a requirement in the June 2011 standard that called for reclassification adjustments from accumulated other comprehensive income to be measured and presented by income statement line item in net income and also in OCI. The new requirements are effective for annual reporting periods beginning after December 15, 2011 and for interim reporting periods within those years. The company does not expect the adoption to have a material impact on the company’s consolidated financial statements.
In September 2011, the FASB issued revised guidance intended to simplify how an entity tests goodwill for impairment. The amendments will allow an entity first to assess qualitative factors to determine whether it is necessary to perform the two-step quantitative goodwill impairment test. An entity will no longer be required to calculate the fair value of a reporting unit unless the entity determines, based on a qualitative assessment, that it is more likely than not that its fair value is less than its carrying amount. The amendments are effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011. Early adoption is permitted. The company does not expect the adoption to have a material impact on the company’s consolidated financial statements.
In December 2011, the FASB issued guidance related to disclosures about offsetting (netting) of assets and liabilities in the statement of financial position. The guidance requires entities to disclose gross information and net information about both instruments and transactions that are offset in the statement of financial position, and instruments and transactions subject to an agreement similar to a master netting arrangement. The scope includes financial instruments and derivative instruments. The disclosures are required for fiscal years and interim periods within those years beginning on or after January 1, 2013. Disclosures required under the guidance will be provided for all comparative periods presented. The company is currently assessing the impact of the guidance.

3.
Comprehensive Income
Total comprehensive income is comprised of net earnings, net foreign currency translation adjustments, net unamortized pension and postretirement benefits adjustments, and net unrealized gains and losses on cash-flow hedges. Total comprehensive

6



income for the three-month periods ended April 29, 2012 and May 1, 2011 was $175 and $348, respectively. Total comprehensive income for the nine-month periods ended April 29, 2012 and May 1, 2011 was $581 and $1,007.
The components of Accumulated other comprehensive income (loss) consisted of the following:
 
 
April 29,
2012
 
July 31,
2011
Foreign currency translation adjustments, net of tax (1)
$
288

 
$
396

Cash-flow hedges, net of tax (2)
(13
)
 
(20
)
Unamortized pension and postretirement benefits, net of tax (3):

 

Net actuarial loss
(769
)
 
(809
)
Prior service credit
9

 
6

Total Accumulated other comprehensive loss
$
(485
)
 
$
(427
)
 
_______________________________________
(1)
Includes a tax expense of $16 as of April 29, 2012, and $4 as of July 31, 2011. The amount related to noncontrolling interests was not material.
(2)
Includes a tax benefit of $9 as of April 29, 2012, and $11 as of July 31, 2011.
(3)
Includes a tax benefit of $435 as of April 29, 2012, and $459 as of July 31, 2011.

4.
Goodwill and Intangible Assets
The following table shows the changes in the carrying amount of goodwill by business segment:

 
U.S.    
Simple
Meals
 
Global
Baking
and
Snacking
 
International
Simple Meals
and
Beverages
 
U.S.
Beverages
 
North
America
Foodservice
 
Total    
Balance at July 31, 2011
$
322

 
$
914

 
$
639

 
$
112

 
$
146

 
$
2,133

Foreign currency translation adjustment

 
(43
)
 
(43
)
 

 

 
(86
)
Balance at April 29, 2012
$
322

 
$
871

 
$
596

 
$
112

 
$
146

 
$
2,047


The following table sets forth balance sheet information for intangible assets, excluding goodwill, subject to amortization and intangible assets not subject to amortization:

 
April 29,
2012
 
July 31,
2011
Intangible Assets:
 
 
 
Non-amortizable intangible assets
$
499

 
$
515

Amortizable intangible assets
21

 
21

 
520

 
536

Accumulated amortization
(9
)
 
(9
)
Total net intangible assets
$
511

 
$
527


Non-amortizable intangible assets consist of trademarks, which mainly include Pace, Royco, Liebig, Blå Band, and Touch of Taste.
Amortizable intangible assets consist substantially of process technology and customer intangibles. Amortization related to these assets was approximately $1 for the nine-month periods ended April 29, 2012, and May 1, 2011. The estimated aggregated amortization expense for each of the five succeeding fiscal years is less than $1 per year. Asset useful lives range from one to twenty years.

5.
Business and Geographic Segment Information
The company reports the results of operations in the following reportable segments: U.S. Simple Meals; Global Baking and Snacking; International Simple Meals and Beverages; U.S. Beverages; and North America Foodservice. The company has

7



eleven operating segments based on product type and geographic location and has aggregated the operating segments into the appropriate reportable segment based on similar economic characteristics; products; production processes; types or classes of customers; distribution methods; and regulatory environment. The segments are discussed in greater detail below.
The U.S. Simple Meals segment aggregates the following operating segments: U.S. Soup and U.S. Sauces. The U.S. Soup retail business includes the following products: Campbell’s condensed and ready-to-serve soups; and Swanson broth and stocks. The U.S. Sauces retail business includes the following products: Prego pasta sauce; Pace Mexican sauce; Campbell’s canned gravies, pasta and beans; and Swanson canned poultry.
The Global Baking and Snacking segment aggregates the following operating segments: Pepperidge Farm cookies, crackers, bakery and frozen products in U.S. retail; and Arnott’s biscuits in Australia and Asia Pacific.
The International Simple Meals and Beverages segment aggregates the simple meals and beverages operating segments outside of the United States, including Europe, the retail business in Canada, and the businesses in Asia Pacific, Latin America and China.
The U.S. Beverages segment represents the U.S. retail beverages business, including the following products: V8 juices and beverages; and Campbell’s tomato juice.
The North America Foodservice segment represents the distribution of products such as soup, specialty entrees, beverage products, other prepared foods and Pepperidge Farm products through various food service channels in the United States and Canada.
The company’s accounting policies for measuring segment assets and earnings before interest and taxes are substantially consistent with those described in the company’s 2011 Annual Report on Form 10-K. The company evaluates segment performance before interest, taxes, and costs associated with restructuring activities. Beginning in 2012, unrealized gains and losses on commodity hedging activities are excluded from segment operating earnings and are recorded in Corporate expenses as these open positions represent hedges of future purchases. Upon closing of the contracts, the realized gain or loss is transferred to segment operating earnings, which allows the segments to reflect the economic effects of the hedge without exposure to quarterly volatility of unrealized gains and losses. In prior periods, unrealized gains and losses on commodity hedging activities were not material. The manufacturing, warehousing, distribution and selling activities of the company’s U.S. retail business are operated as an integrated platform in order to maximize efficiency and productivity. As a result, assets and capital expenditures of the U.S. Simple Meals and U.S. Beverages segments are not discretely maintained. Depreciation expense associated with the integrated operations, however, is allocated to the U.S. Simple Meals and U.S. Beverages segments based on production hours. North America Foodservice products are principally produced by the tangible assets of the company’s other segments, except for refrigerated soups, which are produced in a separate facility, and certain other products, which are produced under contract manufacturing agreements. Tangible assets of the company’s other segments are not allocated to the North America Foodservice operations. Depreciation, however, is allocated to North America Foodservice based on production hours.
 
 
 
Three Months Ended
 
Nine Months Ended
 
 
April 29,
2012
 
May 1,
2011
 
April 29,
2012
 
May 1,
2011
Net sales
 
 
 
 
 
 
 
 
U.S. Simple Meals
 
$
567

 
$
580

 
$
2,265

 
$
2,320

Global Baking and Snacking
 
543

 
527

 
1,637

 
1,597

International Simple Meals and Beverages
 
349

 
354

 
1,110

 
1,147

U.S. Beverages
 
208

 
198

 
593

 
583

North America Foodservice
 
154

 
154

 
489

 
465

Total
 
$
1,821

 
$
1,813

 
$
6,094

 
$
6,112




8



 
 
Three Months Ended
 
Nine Months Ended
 
 
April 29,
2012
 
May 1,
2011
 
April 29,
2012
 
May 1,
2011
Earnings before interest and taxes
 
 
 
 
 
 
 
 
U.S. Simple Meals
 
$
120

 
$
139

 
$
554

 
$
556

Global Baking and Snacking
 
73

 
82

 
232

 
263

International Simple Meals and Beverages
 
37

 
41

 
138

 
161

U.S. Beverages
 
45

 
54

 
109

 
152

North America Foodservice
 
20

 
22

 
75

 
66

Corporate(1)
 
(27
)
 
(31
)
 
(90
)
 
(88
)
Restructuring charges(2)
 
(4
)
 

 
(9
)
 

Total
 
$
264

 
$
307

 
$
1,009

 
$
1,110

_______________________________________
(1)
Represents unallocated corporate expenses.
(2)
See Note 6 for additional information.
The company’s global net sales based on product categories are as follows:
 
 
 
Three Months Ended
 
Nine Months Ended
 
 
April 29,
2012
 
May 1,
2011
 
April 29,
2012
 
May 1,
2011
Net Sales
 
 
 
 
 
 
 
 
Simple Meals
 
$
985

 
$
991

 
$
3,618

 
$
3,657

Baked Snacks
 
576

 
569

 
1,735

 
1,723

Beverages
 
260

 
253

 
741

 
732

Total
 
$
1,821

 
$
1,813

 
$
6,094

 
$
6,112

Simple Meals include condensed and ready-to-serve soups, broths and sauces. Baked Snacks include cookies, crackers, biscuits, and other baked products.

6.
Restructuring Charges
On June 28, 2011, the company announced a series of initiatives to improve supply chain efficiency and reduce overhead costs across the organization to help fund plans to drive the growth of the business. The company also announced its intent to exit the Russian market. Details of the initiatives include:
In Australia, the company will invest in a new system to automate packing operations at its biscuit plant in Virginia. This investment will occur through the second quarter of 2013 and will result in the elimination of approximately 190 positions. Further, the company improved asset utilization in the U.S. by shifting production of ready-to-serve soups from Paris, Texas, to other facilities in 2012. In addition, the manufacturing facility in Marshall, Michigan, was closed in 2011, and manufacturing of Campbell’s Soup at Hand microwavable products was consolidated at the Maxton, North Carolina, plant in 2012.
The company streamlined its salaried workforce by approximately 510 positions around the world, including approximately 130 positions at its world headquarters in Camden, New Jersey. These actions were substantially completed in 2011. As part of this initiative, the company outsourced a larger portion of its U.S. retail merchandising activities to its current retail sales agent, Acosta Sales and Marketing, and eliminated approximately 190 positions. The company expects that this action will enhance merchandising effectiveness and coverage for its U.S. customers.
In connection with exiting the Russian market, the company has eliminated approximately 50 positions. The exit process commenced in 2011 and was substantially completed in 2012.
In the third quarter of 2012, the company recorded a restructuring charge of $4 ($3 after tax or $.01 per share) related to these initiatives, resulting in a year-to-date charge of $9 ($6 after tax or $.02 per share). In the fourth quarter of 2011, the company recorded a restructuring charge of $63 ($41 after tax or $.12 per share). A summary of the pre-tax charges and remaining costs associated with the initiatives is as follows:
 

9



 
Total
Program
 
Recognized
as of
April 29, 2012
 
Remaining
Costs to be
Recognized
Severance pay and benefits
$
43

 
$
(41
)
 
$
2

Asset impairment/accelerated depreciation
23

 
(23
)
 

Other exit costs
9

 
(8
)
 
1

Total
$
75

 
$
(72
)
 
$
3


Of the aggregate $75 of pre-tax costs, the company expects approximately $50 will be cash expenditures, the majority of which will be spent in 2012. In addition, the company expects to invest approximately $40 in capital expenditures in connection with the actions. The initiatives are expected to be completed by the end of 2013.
A summary of the restructuring activity and related reserves associated with these initiatives at April 29, 2012 is as follows:
 
 
 
 
Nine Months Ended
April 29, 2012
 
 
 
Accrued
Balance at
 
 
 
Cash
 
Foreign Currency
Translation

 
Accrued
Balance at

 
July 31, 2011
 
Charges
 
Payments
 
Adjustment
 
April 29, 2012
Severance pay and benefits
$
35

 
$
4

 
$
(20
)
 
$
(1
)
 
$
18

Other exit costs
4

 
2

 
(3
)
 

 
3

 
$
39

 
6

 
$
(23
)
 
$
(1
)
 
$
21

Asset impairment/accelerated depreciation
 
 
1

 
 
 
 
 
 
Other non-cash exit costs
 
 
2

 
 
 
 
 

Total charges


 
$
9

 


 


 



A summary of restructuring charges incurred to date associated with each segment is as follows:

 
U.S.
Simple
Meals
 
Global
Baking
and
Snacking
 
International
Simple Meals
and
Beverages
 
U.S.
Beverages
 
North
America
Foodservice
 
Corporate
 
Total
Severance pay and benefits
$
10

 
$
13

 
$
12

 
$
3

 
$
1

 
$
2

 
$
41

Asset impairment/accelerated depreciation
20

 

 
3

 

 

 

 
23

Other exit costs
1

 

 
3

 

 

 
4

 
8

 
$
31

 
$
13

 
$
18

 
$
3

 
$
1

 
$
6

 
$
72


The company expects to incur additional pre-tax costs of approximately $3 by segment as follows: U.S. Simple Meals $1 and Global Baking and Snacking $2. Segment operating results do not include restructuring charges as segment performance is evaluated excluding such charges.

7.
Earnings per Share
The accounting guidance for earnings per share provides that unvested share-based payment awards that contain non-forfeitable rights to dividends or dividend equivalents (whether paid or unpaid) are participating securities and shall be included in the computation of earnings per share pursuant to the two-class method. The two-class method is an earnings allocation formula that determines earnings per share for each class of common stock and participating security according to dividends declared and participation rights in undistributed earnings.

10



The computation of basic and diluted earnings per share attributable to common shareowners is as follows:
 
 
Three Months Ended
 
Nine Months Ended
 
April 29,
2012
 
May 1,
2011
 
April 29,
2012
 
May 1,
2011
Net earnings attributable to Campbell Soup Company
$
177

 
$
187

 
$
647

 
$
705

Less: net earnings allocated to participating securities
(1
)
 
(2
)
 
(3
)
 
(8
)
Net earnings available to Campbell Soup Company common shareowners
$
176

 
$
185

 
$
644

 
$
697

 
 
 
 
 
 
 
 
Weighted average shares outstanding — basic
316

 
321

 
318

 
328

Effect of dilutive securities: stock options and other share-based payment awards
2

 
2

 
2

 
3

Weighted average shares outstanding — diluted
318

 
323

 
320

 
331

 
 
 
 
 
 
 
 
Net earnings attributable to Campbell Soup Company per common share:
 
 
 
 
 
 
 
Basic
$
.56

 
$
.58

 
$
2.03

 
$
2.13

Diluted
$
.55

 
$
.57

 
$
2.01

 
$
2.11


There were no antidilutive stock options for the three-month and nine-month periods ended April 29, 2012 and May 1, 2011.

8.
Noncontrolling Interests
The company owns a 60% controlling interest in a joint venture formed with Swire Pacific Limited to support the development of the company’s business in China. The joint venture began operations on January 31, 2011, the beginning of the third quarter of 2011. The noncontrolling interest’s share in the net loss was included in Net earnings (loss) attributable to noncontrolling interests in the Consolidated Statements of Earnings.
The company owns a 70% controlling interest in a Malaysian food products manufacturing company. The earnings attributable to the noncontrolling interest have historically been less than $1 annually and, prior to the third quarter of 2011, were included in Other expense/(income) in the Consolidated Statements of Earnings. Beginning in the third quarter of 2011, the earnings attributable to the noncontrolling interest were included in Net earnings (loss) attributable to noncontrolling interests in the Consolidated Statements of Earnings. The earnings were not material in 2012 or 2011.
The noncontrolling interests in these entities were included in Total equity in the Consolidated Balance Sheets and Consolidated Statements of Equity.

11





9.
Pension and Postretirement Benefits
The company sponsors certain defined benefit pension plans and postretirement benefit plans for employees. Components of benefit expense were as follows:

 
Three Months Ended
 
Nine Months Ended
 
Pension
 
Postretirement
 
Pension
 
Postretirement
 
April 29,
2012
 
May 1,
2011
 
April 29,
2012
 
May 1,
2011
 
April 29,
2012
 
May 1,
2011
 
April 29,
2012
 
May 1,
2011
Service cost
$
14

 
$
15

 
$

 
$

 
$
41

 
$
44

 
$
2

 
$
2

Interest cost
31

 
30

 
4

 
5

 
92

 
91

 
13

 
14

Expected return on plan assets
(44
)
 
(45
)
 

 

 
(133
)
 
(134
)
 

 

Amortization of prior service credit

 

 

 

 

 

 
(1
)
 
(1
)
Recognized net actuarial loss
18

 
17

 
3

 
2

 
55

 
52

 
7

 
6

Net periodic benefit expense
$
19

 
$
17

 
$
7

 
$
7

 
$
55

 
$
53

 
$
21

 
$
21


A contribution of $55 was made to U.S. pension plans and contributions of $13 were made to non-U.S. pension plans during the nine-month period ended April 29, 2012. Additional contributions to U.S. pension plans are not expected this year. Contributions to non-U.S. pension plans are expected to be approximately $3 during the remainder of the year.

10.
Financial Instruments
The principal market risks to which the company is exposed are changes in foreign currency exchange rates, interest rates, and commodity prices. In addition, the company is exposed to equity price changes related to certain deferred compensation obligations. In order to manage these exposures, the company follows established risk management policies and procedures, including the use of derivative contracts such as swaps, options, forwards and commodity futures. These derivative contracts are entered into for periods consistent with the related underlying exposures and do not constitute positions independent of those exposures. The company does not enter into derivative contracts for speculative purposes and does not use leveraged instruments. The company’s derivative programs include both instruments that qualify and that do not qualify for hedge accounting treatment.
The company is exposed to credit risk from counterparties to derivative contracts who fail to meet their contractual obligations. The company minimizes the counterparty credit risk on these transactions by dealing only with leading, credit-worthy financial institutions having long-term credit ratings of “A” or better. In addition, the contracts are distributed among several financial institutions, thus minimizing credit-risk concentration. The company does not have credit-risk-related contingent features in its derivative instruments as of April 29, 2012.
Foreign Currency Exchange Risk

The company is exposed to foreign currency exchange risk related to its international operations, including non-functional currency intercompany debt and net investments in subsidiaries. The company is also exposed to foreign exchange risk as a result of transactions in currencies other than the functional currency of certain subsidiaries. Principal currencies hedged include the Australian dollar, Canadian dollar, euro, Swedish krona, New Zealand dollar, British pound and Japanese yen. The company utilizes foreign exchange forward purchase and sale contracts as well as cross-currency swaps to hedge these exposures. The contracts are either designated as cash-flow hedging instruments or are undesignated. The company hedges portions of its forecasted foreign currency transaction exposure with foreign exchange forward contracts for periods typically up to 18 months. To hedge currency exposures related to intercompany debt, cross-currency swap contracts are entered into for periods consistent with the underlying debt. As of April 29, 2012, cross-currency swap contracts mature in 2012 through 2015. The notional amount of foreign exchange forward and cross-currency swap contracts accounted for as cash-flow hedges was $163 at April 29, 2012 and $287 at July 31, 2011. The effective portion of the changes in fair value on these instruments is recorded in other comprehensive income (loss) and is reclassified into the Consolidated Statements of Earnings on the same line item and the same period in which the underlying hedged transaction affects earnings. The notional amount of foreign exchange forward and cross-currency swap contracts that are not designated as accounting hedges was $976 and $861 at

12



April 29, 2012 and July 31, 2011, respectively.
Interest Rate Risk
The company manages its exposure to changes in interest rates by optimizing the use of variable-rate and fixed-rate debt and by utilizing interest rate swaps in order to maintain its variable-to-total debt ratio within targeted guidelines. Receive fixed rate/pay variable rate interest rate swaps are accounted for as fair-value hedges. The notional amount of outstanding fair-value interest rate swaps totaled $500 at April 29, 2012 and at July 31, 2011. These swaps mature in 2013 through 2014.
Commodity Price Risk
The company principally uses a combination of purchase orders and various short- and long-term supply arrangements in connection with the purchase of raw materials, including certain commodities and agricultural products. The company also enters into commodity futures, options and swap contracts to reduce the volatility of price fluctuations of diesel fuel, wheat, soybean oil, aluminum, natural gas, and cocoa, which impact the cost of raw materials. Commodity futures, options, and swap contracts are either accounted for as cash-flow hedges or are not designated as accounting hedges. The company hedges a portion of commodity requirements for periods typically up to 12 months. There were no commodity contracts accounted for as cash-flow hedges at April 29, 2012. The notional amount of commodity contracts accounted for as cash-flow hedges at July 31, 2011 was $6. The notional amount of commodity contracts that are not designated as accounting hedges was $76 at April 29, 2012 and $81 at July 31, 2011.
Equity Price Risk
The company hedges a portion of exposures relating to certain deferred compensation obligations linked to the total return of the Standard & Poor’s 500 Index, the total return of the company’s capital stock, the total return of the Vanguard International Stock Index and, beginning in April 2012, the total return of the Vanguard Short-Term Bond Index. Under these contracts, the company pays variable interest rates and receives from the counterparty either the total return of the Standard & Poor’s 500 Index, the total return on company capital stock, the total return of the iShares MSCI EAFE Index, which is expected to approximate the total return of the Vanguard International Stock Index, or the total return of the Vanguard Short-Term Bond Index. These contracts were not designated as hedges for accounting purposes and are entered into for periods typically not exceeding 12 months. The notional amounts of the contracts as of April 29, 2012 and July 31, 2011 were $75 and $71, respectively.
The following table summarizes the fair value of derivative instruments recorded in the Consolidated Balance Sheets as of April 29, 2012, and July 31, 2011:
 
 
Balance Sheet Classification
 
April 29,
2012
 
July 31,
2011
Asset Derivatives
 
 
 
 
 
Derivatives designated as hedges:
 
 
 
 
 
Foreign exchange forward contracts
Other current assets
 
$
1

 
$

Interest rate swaps
Other current assets
 
7

 

Interest rate swaps
Other assets
 
11

 
33

Total derivatives designated as hedges
 
 
$
19

 
$
33

Derivatives not designated as hedges:
 
 
 
 
 
Commodity derivative contracts
Other current assets
 
$
2

 
$
3

Cross-currency swap contracts
Other assets
 
3

 
1

Total derivatives not designated as hedges
 
 
$
5

 
$
4

Total asset derivatives
 
 
$
24

 
$
37



13



 
Balance Sheet Classification
 
April 29,
2012
 
July 31,
2011
Liability Derivatives
 
 
 
 
 
Derivatives designated as hedges:
 
 
 
 
 
Foreign exchange forward contracts
Accrued liabilities
 
$
1

 
$
7

Cross-currency swap contracts
Accrued liabilities
 

 
8

Cross-currency swap contracts
Other liabilities
 
27

 
30

Total derivatives designated as hedges
 
 
$
28

 
$
45

Derivatives not designated as hedges:
 
 
 
 
 
Foreign exchange forward contracts
Accrued liabilities
 
$
1

 
$
2

Commodity derivative contracts
Accrued liabilities
 
3

 
2

Cross-currency swap contracts
Accrued liabilities
 
13

 
17

Deferred compensation derivative contracts
Accrued liabilities
 

 
3

Cross-currency swap contracts
Other liabilities
 
52

 
74

Total derivatives not designated as hedges
 
 
$
69

 
$
98

Total liability derivatives
 
 
$
97

 
$
143



The following tables show the effect of the company’s derivative instruments designated as cash-flow hedges for the three- and nine-month periods ended April 29, 2012 and May 1, 2011, in other comprehensive income (loss) (OCI) and the Consolidated Statements of Earnings:
Derivatives Designated as Cash-Flow Hedges
 
  
 
 
Total
Cash-Flow
Hedge
OCI Activity
Three Months Ended April 29, 2012, and May 1, 2011
 
 
2012
 
2011
OCI derivative gain/(loss) at beginning of quarter
 
 
$
(19
)
 
$
(25
)
Effective portion of changes in fair value recognized in OCI:
 
 
 
 
 
Foreign exchange forward contracts
 
 
2

 
(7
)
Cross-currency swap contracts
 
 
1

 

Commodity derivative contracts
 
 

 
(1
)
Amount of (gain) or loss reclassified from OCI to earnings:
Location in Earnings
 
 
 
 
Foreign exchange forward contracts
Other expenses/income
 

 
1

Foreign exchange forward contracts
Cost of products sold
 
(6
)
 

Forward starting interest rate swaps
Interest expense
 

 
1

Commodity derivative contracts
Cost of products sold
 

 
(1
)
OCI derivative gain/(loss) at end of quarter
 
 
$
(22
)
 
$
(32
)


14



  
 
 
Total
Cash-Flow
Hedge
OCI Activity
Nine Months Ended April 29, 2012, and May 1, 2011
 
 
2012
 
2011
OCI derivative gain/(loss) at beginning of year
 
 
$
(31
)
 
$
(28
)
Effective portion of changes in fair value recognized in OCI:
 
 
 
 
 
Foreign exchange forward contracts
 
 
7

 
(10
)
Commodity derivative contracts
 
 

 
2

Amount of (gain) or loss reclassified from OCI to earnings:
Location in Earnings
 
 
 
 
Foreign exchange forward contracts
Other expenses/income
 

 
1

Foreign exchange forward contracts
Cost of products sold
 

 
2

Forward starting interest rate swaps
Interest expense
 
2

 
2

Commodity derivative contracts
Cost of products sold
 

 
(1
)
OCI derivative gain/(loss) at end of quarter
 
 
$
(22
)
 
$
(32
)


Based on current valuations, the amount expected to be reclassified from OCI into earnings within the next 12 months is not material. The ineffective portion and amount excluded from effectiveness testing were not material.
The following tables show the effect of the company’s derivative instruments designated as fair-value hedges in the Consolidated Statements of Earnings:
 
 
 
 
Amount of
Gain or (Loss)
Recognized in Earnings
on Derivatives
 
Amount of
Gain or (Loss)
Recognized in Earnings
on Hedged Item
Derivatives Designated
as Fair-Value Hedges
Location of Gain or (Loss)
Recognized in Earnings
 
April 29,
2012
 
May 1,
2011
 
April 29,
2012
 
May 1,
2011
Three Months Ended
 
 
 
 
 
 
 
 
 
Interest rate swaps
Interest expense
 
$
(5
)
 
$
(4
)
 
$
5

 
$
4

Nine Months Ended
 
 
 
 
 
 
 
 
 
Interest rate swaps
Interest expense
 
$
(15
)
 
$
(11
)
 
$
15

 
$
11


The following table shows the effects of the company’s derivative instruments not designated as hedges in the Consolidated Statements of Earnings:
 
 
 
 
Amount of Gain or (Loss)
Recognized in Earnings
on Derivatives
 
 Location of Gain or(Loss)
Recognized in Earnings
 
Three Months Ended
 
Nine Months Ended
Derivatives not Designated as Hedges
 
April 29,
2012
 
May 1,
2011
 
April 29,
2012
 
May 1,
2011
Foreign exchange forward contracts
Other expenses/income
 
$

 
$
1

 
$
1

 
$

Foreign exchange forward contracts
Cost of products sold
 
(4
)
 

 

 
(1
)
Cross-currency swap contracts
Other expenses/income
 
1

 
(55
)
 
40

 
(94
)
Commodity derivative contracts
Cost of products sold
 
1

 
1

 
(6
)
 
10

Deferred compensation derivative contracts
Administrative
expenses
 
4

 

 
3

 
2

Total
 
 
$
2

 
$
(53
)
 
$
38

 
$
(83
)

15




11.
Fair Value Measurements
The company is required to categorize financial assets and liabilities based on the following fair value hierarchy:
Level 1: Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.
Level 2: Inputs other than quoted prices included in Level 1 that are observable for the asset or liability through corroboration with observable market data.
Level 3: Unobservable inputs that reflect the reporting entity’s own assumptions.
Fair value is defined as the exit price, or the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants as of the measurement date. When available, the company uses unadjusted quoted market prices to measure the fair value and classifies such items as Level 1. If quoted market prices are not available, the company bases fair value upon internally developed models that use current market-based or independently sourced market parameters such as interest rates and currency rates. Included in the fair value of derivative instruments is an adjustment for credit and nonperformance risk.
The following table presents the company’s financial assets and liabilities that are measured at fair value on a recurring basis as of April 29, 2012, and July 31, 2011, consistent with the fair value hierarchy:
 
 
Fair Value
as of
April 29,
2012
 
Fair Value Measurements at
April 29, 2012 Using
Fair Value Hierarchy
 
Fair Value
as of
July 31,
2011
 
Fair Value Measurements at
July 31, 2011 Using
Fair Value Hierarchy
 
Level 1
 
Level 2
 
Level 3
 
Level 1
 
Level 2
 
Level 3
Assets
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Interest rate swaps(1)
$
18

 
$

 
$
18

 
$

 
$
33

 
$

 
$
33

 
$

Foreign exchange forward contracts(2)
1

 

 
1

 

 

 

 

 

Cross-currency swap contracts(3)
3

 

 
3

 

 
1

 

 
1

 

Commodity derivative contracts(5)
2

 
2

 

 

 
3

 
3

 

 

Total assets at fair value
$
24

 
$
2

 
$
22

 
$

 
$
37

 
$
3

 
$
34

 
$


 
Fair Value
as of
April 29,
2012
 
Fair Value Measurements at
April 29, 2012 Using
Fair Value Hierarchy
 
Fair Value
as of
July 31,
2011
 
Fair Value Measurements at
July 31, 2011 Using
Fair Value Hierarchy
 
Level 1
 
Level 2
 
Level 3
 
Level 1
 
Level 2
 
Level 3
Liabilities
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Foreign exchange forward contracts(2)
$
2

 
$

 
$
2

 
$

 
$
9

 
$

 
$
9

 
$

Cross-currency swap contracts(3)
92

 

 
92

 

 
129

 

 
129

 

Deferred compensation derivative contracts(4)

 

 

 

 
3

 

 
3

 

Commodity derivative contracts(5)
3

 
3

 

 

 
2

 
2

 

 

Deferred compensation obligation(6)
110

 
110

 

 

 
144

 
97

 
47

 

Total liabilities at fair value
$
207

 
$
113

 
$
94

 
$

 
$
287

 
$
99

 
$
188

 
$


16



_______________________
(1)
Based on LIBOR swap rates.
(2)
Based on observable market transactions of spot currency rates and forward rates.
(3)
Based on observable local benchmarks for currency and interest rates.
(4)
Based on LIBOR and equity index swap rates.
(5)
Based on quoted futures exchanges.
(6)
Based on the fair value of the participants’ investments.

The carrying value of cash and cash equivalents, accounts receivable, accounts payable and short-term borrowings, excluding the current portion of long-term debt, approximate fair value. Cash equivalents of $235 at April 29, 2012 and $35 at July 31, 2011 represent fair value as these highly liquid investments have an original maturity of three months or less. Fair value of cash equivalents is based on Level 2 inputs. The fair value of long-term debt, including the current portion of long-term debt in Short-term borrowings, was $2,667 at April 29, 2012 and $2,603 at July 31, 2011. The carrying value was $2,414 at April 29, 2012 and $2,427 at July 31, 2011. The fair value of long-term debt is principally estimated using Level 2 inputs based on quoted market prices or pricing models using current market rates.

12.
Share Repurchase Programs
In June 2011, the Board authorized the purchase of up to $1,000 of company stock. This program has no expiration date. In addition to this publicly announced program, the company repurchases shares to offset the impact of dilution from shares issued under the company’s stock compensation plans.
During the nine-month period ended April 29, 2012, the company repurchased 8 million shares at a cost of $272. Of this amount, $181 was used to repurchase shares pursuant to the company’s June 2011 publicly announced share repurchase program. Approximately $819 remains available under this program as of April 29, 2012.
During the nine-month period ended May 1, 2011, the company repurchased 20 million shares at a cost of $696. Of this amount, $543 was used to repurchase shares pursuant to the company’s June 2008 publicly announced share repurchase program, which was completed in the fourth quarter of 2011.

13.
Stock-based Compensation
The company provides compensation benefits by issuing unrestricted stock, restricted stock and restricted stock units (including time-lapse restricted stock units, EPS performance restricted stock units, total shareowner return (TSR) performance restricted stock units and strategic performance restricted stock units). In fiscal 2012, the company issued time-lapse restricted stock units, EPS performance restricted stock units and, for the first time, strategic performance restricted stock units. The company did not issue TSR performance restricted stock units in fiscal 2012. Awards of the strategic performance restricted stock units will be earned based upon the achievement of two key metrics, net sales and EPS growth, compared to strategic plan objectives during a two-year period. A recipient of strategic performance restricted stock units may earn a total award ranging from 0% to 200% of the initial grant. In previous fiscal years, the company also issued stock options and stock appreciation rights.
Total pre-tax stock-based compensation expense recognized in the Consolidated Statements of Earnings was $17 and $23 for the three-month periods ended April 29, 2012, and May 1, 2011, respectively. Tax-related benefits of $6 and $9 were also recognized for the three-month periods ended April 29, 2012, and May 1, 2011. Total pre-tax stock-based compensation expense recognized in the Consolidated Statements of Earnings was $62 and $69 for the nine-month periods ended April 29, 2012, and May 1, 2011, respectively. Tax-related benefits of $23 and $26 were also recognized for the nine-month periods ended April 29, 2012, and May 1, 2011, respectively. Cash received from the exercise of stock options was $94 and $54 for the nine-month periods ended April 29, 2012, and May 1, 2011, respectively, and is reflected in cash flows from financing activities in the Consolidated Statements of Cash Flows.

17



The following table summarizes stock option activity as of April 29, 2012:

 
Options
 
Weighted-
Average
Exercise
Price
 
Weighted-
Average
Remaining
Contractual
Life
 
Aggregate
Intrinsic
Value
 
(Options in
thousands)
 
 
 
(In years)
 
 
Outstanding at July 31, 2011
8,706

 
$
26.23

 
 
 
 
Granted

 
$

 
 
 
 
Exercised
(3,609
)
 
$
26.11

 
 
 
 
Terminated
(75
)
 
$
26.62

 
 
 
 
Outstanding at April 29, 2012
5,022

 
$
26.32

 
1.8

 
$
38

Exercisable at April 29, 2012
5,022

 
$
26.32

 
1.8

 
$
38


The total intrinsic value of options exercised during the nine-month periods ended April 29, 2012, and May 1, 2011, was $24 and $19, respectively. As of January 2009, compensation related to stock options was fully expensed. The company measured the fair value of stock options using the Black-Scholes option pricing model.
The following table summarizes time-lapse restricted stock units, EPS performance restricted stock units and strategic performance restricted stock units as of April 29, 2012:
 
 
Units
 
Weighted-
Average
Grant-Date
Fair Value
 
(Restricted stock
units in thousands)
 
 
Nonvested at July 31, 2011
2,710

 
$
35.11

Granted
2,620

 
$
32.38

Vested
(1,154
)
 
$
35.74

Forfeited
(174
)
 
$
33.37

Nonvested at April 29, 2012
4,002

 
$
33.22


The fair value of time-lapse restricted stock units, EPS performance restricted stock units, and strategic performance restricted stock units is determined based on the quoted price of the company’s stock at the date of grant. Time-lapse restricted stock units are expensed on a straight-line basis over the vesting period, except for awards issued to retirement-eligible participants, which are expensed on an accelerated basis. EPS performance restricted stock units are expensed on a graded-vesting basis, except for awards issued to retirement-eligible participants, which are expensed on an accelerated basis. There were approximately 300 thousand EPS performance target grants outstanding at April 29, 2012 with a weighted-average grant-date fair value of $33.56. Strategic performance restricted stock units are expensed on a straight-line basis over the service period. There were approximately 1.31 million strategic performance target grants outstanding at April 29, 2012 with a grant-date fair value of $32.37. The actual number of EPS performance restricted stock units and strategic performance restricted stock units issued at the vesting date could range from 0% to 100% and 0% to 200%, respectively, of the initial grant, depending on actual performance achieved. Expense is estimated based on the number of awards expected to vest.
On July 1, 2011, the company issued approximately 400 thousand special retention time-lapse restricted stock units to certain executives to support successful execution of the company’s shift in strategic direction and leadership transition. These awards vest over a two-year period and are included in the table above. The grant-date fair value was $34.65.
As of April 29, 2012, total remaining unearned compensation related to nonvested time-lapse restricted stock units, EPS performance restricted stock units and strategic performance restricted stock units was $63, which will be amortized over the weighted-average remaining service period of 1.6 years. The fair value of restricted stock units vested during the nine-month periods ended April 29, 2012, and May 1, 2011, was $37 and $40, respectively. The weighted-average grant-date fair value of the restricted stock units granted during the nine-month period ended May 1, 2011, was $36.01.

18



The following table summarizes TSR performance restricted stock units as of April 29, 2012:
 
 
Units
 
Weighted-
Average
Grant-Date
Fair Value
 
(Restricted stock
units in thousands)
 
 
Nonvested at July 31, 2011
3,431

 
$
40.78

Granted

 
$

Vested

 
$

Forfeited
(1,266
)
 
$
45.58

Nonvested at April 29, 2012
2,165

 
$
37.97


The company estimated the fair value of TSR performance restricted stock units at the grant date using a Monte Carlo simulation. Assumptions used in the 2011 Monte Carlo simulation were as follows:

 
2011
Risk-free interest rate
0.59
%
Expected dividend yield
3.00
%
Expected volatility
23.71
%
Expected term
3
 yrs.
Compensation expense is recognized on a straight-line basis over the service period. As of April 29, 2012, total remaining unearned compensation related to TSR performance restricted stock units was $24, which will be amortized over the weighted-average remaining service period of