FilingIndex
8-KThe WireStrategic

Results of Operations · Reg FD Disclosure

Filed Sep 1, 2021 · 4y ago · Accession 0000016732-21-000100

Plain English

Material event — a significant development the company must disclose promptly.

Read the source below for the full document.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): September 1, 2021 CAMPBELL SOUP CO MPANY New Jersey 1-3822 21-0419870 State of Incorporation Commission File Number I.R.S. Employer Identification No. One Campbell Place Camden , New Jersey 08103 -1799 Principal Executive Offices Telephone Number: ( 856 )  342-4800 Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Capital Stock, par value $.0375 CPB New York Stock Exchange Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Item 2.02 – Results of Operations and Financial Condition On September 1, 2021, Campbell Soup Company (the "Company") issued a press release announcing financial results for the quarter ended August 1, 2021, a copy of which is attached as Exhibit 99.1. The information in this Item 2.02 and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing. Item 7.01 – Regulation FD Disclosure The following table provides supplemental financial information relating to the impact on earnings of unrealized gains and losses associated with mark-to-market adjustments on outstanding commodity hedges recognized by the Company in fiscal 2021, 2020 and 2019. The unrealized gains and losses associated with mark-to-market adjustments on outstanding commodity hedges are included in cost of products sold in each of fiscal 2021, 2020 and 2019 and are excluded from the Company’s Meals & Beverages and Snacks segment operating earnings and are recorded in Corporate as the open positions represent hedges of future purchases. Upon the closing of the hedging contracts, the realized gain or loss is transferred to the appropriate 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. This supplemental financial information does not amend any disclosure contained in any of the Company's prior SEC filings. (millions) Three Months Ended Three Months Ended Six Months Ended Three Months Ended Nine Months Ended Three Months Ended Twelve Months Ended Fiscal 2021 November 1, 2020 January 31, 2021 January 31, 2021 May 2, 2021 May 2, 2021 August 1, 2021 August 1, 2021 Pre-tax gain $ (6) $ (11) $ (17) $ (22) $ (39) $ (11) $ (50) After-tax gain $ (5) $ (8) $ (13) $ (17) $ (30) $ (8) $ (38) Fiscal 2020 October 27, 2019 January 26, 2020 January 26, 2020 April 26, 2020 April 26, 2020 August 2, 2020 August 2, 2020 Pre-tax loss (gain) $ (5) $ (1) $ (6) $ 26  $ 20  $ (22) $ (2) After-tax loss (gain) $ (4) $ (1) $ (5) $ 20  $ 15  $ (17) $ (2) Fiscal 2019 July 28, 2019 Pre-tax loss $ 5  After-tax loss $ 4  The information in this Item 7.01 shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing. Item 8.01 – Other Events On September 1, 2021, the board of directors (the “Board”) of the Company approved a new strategic share repurchase program authorizing the repurchase of up to $500 million of the Company’s stock. This new strategic share repurchase program (the “September 2021 Program”) is effective as of September 1, 2021 and does not have an expiration date. Under the September 2021 Program, the Company may repurchase its stock from time to time, in amounts and at prices the Company deems appropriate, subject to market conditions and other considerations. The Company may execute the September 2021 Program using open market or privately negotiated purchases. The September 2021 Program may be suspended or discontinued at any time. The September 2021 Program replaces the Company’s suspended $1.5 billion share repurchase program authorized by the Board in March 2017, which was cancelled. The September 2021 Program is in addition to the $250 million anti-dilutive share repurchase program authorized by the Board in June 2021. Item 9.01 – Financial Statements and Exhibits (d) Exhibits 99.1 Release dated September 1 , 2021 announcing financial results for the quarter ended August 1 , 2021 . 104 The cover page from this Current Report on Form 8-K formatted in Inline XBRL. EXHIBIT INDEX Exhibit No. 99.1 Release dated September 1 , 2021 announcing financial results for the quarter ended August 1 , 2021. 104 The cover page from this Current Report on Form 8-K formatted in Inline XBRL. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. CAMPBELL SOUP COMPANY                    (Registrant) Date: September 1, 2021 By: /s/ Mick Beekhuizen Mick Beekhuizen Executive Vice President and Chief Financial Officer
Filing details
Ticker
CPB
CIK
16732
Form type
8-K
Filing date
Sep 1, 2021
Report date
Sep 1, 2021
Document
cpb-20210901.htm
Size
1.4 MB