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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED COMMISSION FILE NUMBER
JULY 30, 1995 1-3822
CAMPBELL SOUP COMPANY
NEW JERSEY 21-0419870
STATE OF INCORPORATION I.R.S. EMPLOYER IDENTIFICATION NO.
CAMPBELL PLACE
CAMDEN, NEW JERSEY 08103-1799
PRINCIPAL EXECUTIVE OFFICES
TELEPHONE NUMBER: (609) 342-4800
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SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH REGISTERED
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CAPITAL STOCK NEW YORK STOCK EXCHANGE
PHILADELPHIA STOCK EXCHANGE
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: NONE
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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.
Yes X No
-------- ------.
Indicate by check mark if disclosure of delinquent filers pursuant
to Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. / /
As of September 18, 1995, the aggregate market value of Capital
Stock held by non-affiliates of the Registrant was $5,910,581,338.50.
(The exclusion of the market value of shares owned by any person shall not be
deemed an admission that such person is an "affiliate" of the Registrant.)
There were 248,439,373 shares of Capital Stock outstanding as of September 18,
1995.
Notice of Annual Meeting and Proxy Statement dated October 6, 1995,
for the Annual Meeting of Shareowners to be held on November 16, 1995, are
incorporated by reference into Part III.
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This Form 10-K contains 114 pages including exhibits. An index to exhibits is
on page 39.
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PART I
ITEM 1. BUSINESS
THE COMPANY
Campbell Soup Company, together with its consolidated subsidiaries, is a
leading manufacturer and marketer of high quality, branded convenience food
products. Campbell was incorporated as a business corporation under the laws
of New Jersey on November 23, 1922; however, through predecessor organizations,
its beginnings in the food business can be traced back to 1869.
During 1995, the company acquired Pace Foods, the world's leading producer and
marketer of Mexican sauces; Fresh Start Bakeries, Inc., a food service baking
company with operations in the U.S., Europe and South America; and
Stratford-upon-Avon Foods, a canned vegetable and fruit company in England.
The company also acquired additional shares in Arnotts Limited, Australia's
leading biscuit manufacturer, boosting its share ownership to 65%.
PRODUCTS
The company produces and sells a wide array of food products including canned
foods such as soups, juices, gravies, pasta, meat and vegetables; frozen foods
such as dinners, breakfasts, entrees, garlic breads and rolls, sandwiches, meat
pies, seafood, vegetables, pastries and cakes; pickles, olives, peppers and
relishes; fresh bread and rolls; croutons and stuffing; cookies, crackers and
snacks; dry soups; refrigerated foods such as salads, antipasto, salad
dressings, cheese spreads and dips, sauces, desserts and entrees; vinegar,
vegetable oils, mayonnaise and mustard; beverage and dessert mixes; sauces,
including salsa, picante, pasta and barbecue sauces; nuts; pates; chocolates
and other confectionery items; bubble gum; fish; poultry; and fresh mushrooms.
The company's food products are for the most part prepared from confidential
recipes developed in its kitchens and research laboratories. To assure
wholesome, attractive and uniform products, high standards of quality are
maintained by a rigorous system of quality assurance.
In the United States, sales solicitation activities are conducted by the
company's own sales force and through broker and distributor arrangements. No
material part of the business is dependent upon a single customer. Shipments
are made promptly by the company after receipt and acceptance of orders.
TRADEMARKS
The company markets its food products under a number of significant trademarks.
The company considers such trademarks, taken as a whole, to be of material
importance to its business and, consequently, aggressively seeks to protect its
rights in them. In the United States, these include: Campbell's, M'm! M'm!
Good!, Pepperidge Farm, Godiva, Vlasic, Swanson, Pace, Mrs. Paul's, V8,
Franco-American, Prego, SpaghettiOs, Marie's, Open Pit, Healthy Request, Home
Cookin', Goldfish, Hungry-Man, Mac & More, Lunch and More, Great Starts, and
others.
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Trademarks used outside the United States include: Delacre, Arnott's, Swift,
Habitant, Lacroix, Fray Bentos, Kohi, Exeter, Plate, Ace, La Patrona, MacFarms,
La Main Bleue, Royal Mail, Candy Man, Tubble Gum, Roll Up, Beeck, Kattus,
Probare, Granny's, Devos-Lemmens, Imperial, Kwatta, Lutti, Leo and others.
The company's trademarks also include federally registered depictions of
certain characters and designs such as the "Campbell Kids", the "Campbell's"
condensed soup can label, the "Vlasic" stork, the "Godiva" Gold Ballotin box,
the "Goldfish" cracker shape, the "Pace" salsa and picante sauce jar shape, and
others.
Although the company owns a number of valuable patents, its business is not
dependent upon any single patent or any group of related patents.
COMPETITION
The company experiences vigorous competition for sales of all its principal
products in its major markets from numerous competitors of varying sizes. The
principal areas of competition are quality, price, advertising, promotion, and
service. The company is the largest manufacturer in the United States of
condensed and ready-to-serve soups, vegetable juice, tomato juice, pickles,
Mexican sauces, and canned poultry; and has a strong position in the canned
beans, canned gravies, canned pasta products, pasta sauces, frozen breakfasts
and frozen prepared dinners segments.
INGREDIENTS
Most ingredients required for the manufacture of the company's food products
are purchased from others, except for mushrooms, poultry and beef.
Swift-Armour Sociedad Anonima Argentina, an Argentine corporation and a
wholly-owned subsidiary, has been the principal supplier of cooked beef to the
company.
In general, satisfactory sources of supply of ingredients are available.
Ingredient inventories are at a peak during the late fall and decline during
the winter and spring. Since many ingredients of suitable quality are
available in sufficient quantities only at certain seasons, the company makes
heavy purchases of such ingredients during their respective seasons. As a
result of factors not within the company's control, the prices of ingredients
fluctuate significantly from time to time.
WORKING CAPITAL
Information relating to the company's cash and other working capital items is
set forth in Part II of this Report on pages F-2 through F-7 in the section
entitled "Management's Discussion and Analysis of Results of Operations and
Financial Condition".
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RESEARCH AND DEVELOPMENT
During the last three fiscal years, the company's expenditures on research
activities relating to new products and the improvement of existing products
were approximately $88 million in 1995, $78 million in 1994, and $69 million in
1993. The company conducts this research at the Campbell Institute for
Research and Technology at the company's headquarters in Camden, New Jersey,
and in other locations in the United States and foreign countries.
ENVIRONMENTAL MATTERS
The company has programs for the operation and design of its facilities which
meet or exceed applicable environmental rules and regulations. The company's
expenditures for capital improvements during fiscal 1995 were approximately
$391 million, of which, according to company estimates, approximately $7.2
million was for compliance with environmental laws and regulations in the
United States. The company further estimates that approximately $6.0 million
of the capital expenditures anticipated during fiscal 1996 will be for
compliance with such environmental laws and regulations. The company believes
that continued compliance with existing environmental laws and regulations will
not have a material effect on capital expenditures, earnings or the competitive
position of the company.
EMPLOYEES
At July 30, 1995, there were 43,781 persons employed by the company.
FOREIGN OPERATIONS
Information with respect to the revenue, operating profitability and
identifiable assets attributable to the company's foreign operations is set
forth in Part II of this Report on page F-16 in the section of the Notes to
Consolidated Financial Statements entitled "Geographic Area Information".
FINANCIAL INFORMATION
Information with respect to the revenue, operating profit and identifiable
assets for the company's only industry segment is set forth in Part II hereof
on page F-16 in the section of the Notes to Consolidated Financial Statements
entitled "Geographic Area Information".
ITEM 2. PROPERTIES AT JULY 30, 1995
The company's principal manufacturing and processing operations in the United
States are located in Arkansas (frozen foods; ingredients), California (heat
processed; dried and frozen foods; condiments; bakery; mushrooms; ingredients),
Connecticut (bakery), Delaware (condiments), Florida (bakery; biscuit), Georgia
(dry and heat processed foods; ingredients; mushrooms), Hawaii (nuts; bakery),
Illinois (bakery; mushrooms), Kansas (bakery), Michigan (condiments; heat
processed foods;
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mushrooms), Nebraska (frozen foods; ingredients), New Jersey (ingredients),
North Carolina (heat processed foods), Ohio (heat processed; biscuit),
Pennsylvania (confectionery; biscuit; bakery; mushrooms), South Carolina
(bakery), Texas (heat processed foods; ingredients), Utah (biscuit; bakery;
frozen foods) and Wisconsin (ingredients; condiments).
Outside the U.S., the company has manufacturing and distribution facilities in
Argentina (meat products; heat processed and chilled foods), Australia
(biscuit; heat processed foods; juices; mushrooms), Belgium (confectionery;
biscuit; heat processed foods), Brazil (bakery), Canada (heat processed and
frozen foods), Chile (bakery), England (heat processed and frozen foods),
France (confectionery; biscuit; heat processed foods), Germany (refrigerated
and heat processed foods; bakery; distribution), Hong Kong (distribution),
Japan (distribution), Mexico (ingredients; heat processed and frozen foods;
distribution), the Netherlands (confectionery; frozen foods; biscuit;
distribution), New Zealand (biscuit; distribution), Papua New Guinea (biscuit)
and Scotland (frozen foods).
The company also operates 126 retail confectionery shops in the United States,
Canada and Europe; 88 retail bakery thrift stores in the United States; 1 mail
order facility; and other plants and facilities at various locations in the
United States and abroad.
The company's manufacturing and processing plants are efficient and well
maintained. In the design of plant facilities, particular emphasis is placed
on quality assurance in the finished products, safety in the operations, and
avoidance or abatement of pollution. The company maintains its own engineering
staff, which monitors these facilities with a view toward continuously
upgrading and modernizing their design and construction.
ITEM 3. LEGAL PROCEEDINGS
In management's opinion, there are no pending claims or litigation, the outcome
of which would have a material effect on the consolidated financial position of
the company. Campbell has received a notice of violation from the United
States Environmental Protection Agency relating to certain air emission permits
at its Sacramento, CA facility. Campbell is disputing the alleged violations.
The company has been named as a potentially responsible party in a number of
proceedings brought under the Comprehensive Environmental Response,
Compensation and Liability Act, commonly known as Superfund. The ultimate
impact of these environmental proceedings cannot be predicted at this time due
to the large number of other potentially responsible parties and the
speculative nature of clean-up cost estimates, but it is not expected to be
material either individually or in the aggregate.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
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EXECUTIVE OFFICERS OF CAMPBELL AT OCTOBER 2, 1995
The following list of executive officers as of October 2, 1995, is included
herein as an item in Part I of this Form 10-K:
Date First
Elected
Name Present Title Age Officer
- ---- ------------- --- ----------
David W. Johnson . . . . . . . . . . . . . . Chairman, President and 63 1990
Chief Executive Officer.
John M. Coleman . . . . . . . . . . . . . . . Senior Vice President - Law and 45 1989
Public Affairs.
James R. Kirk . . . . . . . . . . . . . . . . Senior Vice President - 53 1983
Research & Development and
Quality Assurance.
President - Campbell Institute
for Research and Technology.
Robert Subin . . . . . . . . . . . . . . . . Senior Vice President - Finance. 57 1988
Frank E. Weise, III . . . . . . . . . . . . . Senior Vice President. 51 1992
President - Bakery & Confectionery.
Robert F. Bernstock . . . . . . . . . . . . . Vice President. 44 1990
President - International Grocery.
Francis A. DuVernois . . . . . . . . . . . . Vice President. 62 1988
Vice President - Global Operations.
Brenda E. Edgerton . . . . . . . . . . . . . Vice President - Finance, U.S. Soup. 46 1989
Ronald E. Elmquist . . . . . . . . . . . . . Vice President. 49 1994
President - Global Food Service.
John L. Forbis . . . . . . . . . . . . . . . Vice President - Strategic Planning and 53 1994
Corporate Development.
Leo J. Greaney . . . . . . . . . . . . . . . Vice President - Controller. 61 1989
Ralph A. Harris . . . . . . . . . . . . . . . Vice President - Corporate 49 1990
Development.
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EXECUTIVE OFFICERS OF CAMPBELL AT OCTOBER 2, 1995
Date First
Elected
Name Present Title Age Officer
- ---- ------------- ----- ----------
Gerald S. Lord . . . . . . . . . . . . . . . Vice President - Treasurer. 49 1993
Kathleen MacDonnell . . . . . . . . . . . . . Vice President. 47 1990
President - Frozen Foods Group.
Dale F. Morrison . . . . . . . . . . . . . . Vice President. 46 1995
President - Pepperidge Farm
North America.
Daniel J. O'Neill . . . . . . . . . . . . . . Vice President. 43 1995
President - Campbell Sales Company.
Alfred Poe . . . . . . . . . . . . . . . . . Vice President. 46 1991
President - Meal Enhancement Group.
J. Neil Stalter . . . . . . . . . . . . . . . Vice President - Public Affairs. 57 1991
F. Martin Thrasher . . . . . . . . . . . . . Vice President. 44 1992
President - U.S. Soup.
Edward F. Walsh . . . . . . . . . . . . . . . Vice President - Human Resources. 54 1993
Each of the above-named officers has been employed by the company in an
executive or managerial capacity for at least five years, except Frank E.
Weise, III, Ronald E. Elmquist, John L. Forbis, Dale F. Morrison, Daniel J.
O'Neill, Alfred Poe, J. Neil Stalter and Edward F. Walsh. Frank E. Weise, III
served as Comptroller (chief financial officer), Food and Beverage Sector, of
The Procter & Gamble Company prior to joining Campbell in 1992. Ronald E.
Elmquist served as Chairman and Chief Executive Officer of White Swan, Inc.
prior to joining Campbell in 1994. John L. Forbis was a partner at Arthur D.
Little prior to joining Campbell in 1994. Dale F. Morrison served as
President, Frito Lay North America (1993-1995), and headed PepsiCo, Inc.
businesses in the United Kingdom (1990-1993) prior to joining Campbell in 1995.
Daniel J. O'Neill served as Vice President - Group Managing Director, Europe
(1993-1994), Vice President - Group Business Manager, North America (1992-1993)
and Vice President U.S. Consumer Products, Homecare (1990-1992) of S.C. Johnson
prior to joining Campbell in 1994. Alfred Poe served as Vice President -
Sales (1991) and Vice President - Brands (1988-1991) of M&M/Mars prior to
joining Campbell in 1991. J. Neil Stalter served as Vice President - Corporate
Communications of Eastman Kodak Company prior to joining Campbell in 1991.
Prior to joining Campbell in 1993, Edward F. Walsh served as Senior Vice
President - Administration of Nutri-System, Inc. (1990-1993).
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There is no family relationship between any of the above named officers or
between any such officer and any director of Campbell. Each officer of
Campbell is elected at the meeting of the Board of Directors next following the
Annual Meeting of Shareowners to serve one year or until his or her successor
is elected and qualified.
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED
SHAREOWNER MATTERS
Campbell's Capital Stock is listed on the New York and Philadelphia Stock
Exchanges, The Stock Exchange-London and the Swiss Stock Exchanges. On
September 18, 1995, there were 30,748 holders of record of Campbell's Capital
Stock. The market price and dividend information with respect to Campbell's
Capital Stock are set forth on page F-26 of this Report in the section of the
Notes to Consolidated Financial Statements entitled "Quarterly Data
(unaudited)". Future dividends will be dependent upon future earnings,
financial requirements and other factors.
ITEM 6. SELECTED FINANCIAL DATA
The information called for by this Item is set forth on page F-1 of this
Report. Such information should be read in conjunction with the Consolidated
Financial Statements and Notes thereto of the company included in Item 8 of
this Report.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS
AND FINANCIAL CONDITION
Management's Discussion and Analysis of Results of Operations and Financial
Condition is presented on pages F-2 through F-7 of this Report.
ITEM 8. FINANCIAL STATEMENTS
The information called for by this Item is contained in a separate section of
this Report. See the Index to Financial Statements on page F-8 of the Report.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE
None.
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PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The sections entitled "Election of Directors" and "Compliance with Section 16
of the Exchange Act" set forth on pages 1 through 3 and page 27 of Campbell's
Notice of Annual Meeting and Proxy Statement dated October 6, 1995 (the "1995
Proxy Statement") are incorporated herein by reference.
The information required by this Item relating to the executive officers of
Campbell is set forth in Part I of this Report on pages 6 through 8 under the
heading "Executive Officers of Campbell at October 2, 1995".
ITEM 11. EXECUTIVE COMPENSATION
The information set forth on pages 9 through 14 of the 1995 Proxy Statement in
the section entitled "Compensation of Executive Officers" is incorporated
herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
The information required by this Item is set forth at pages 4 and 5 and pages
26 and 27 of the 1995 Proxy Statement in the sections entitled "Election of
Directors" and "Security Ownership of Certain Beneficial Owners" and is
incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
None.
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PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON
FORM 8-K
(a) 1. All Financial Statements
The Index of Financial Statements is included on page F-8 of this
Report.
2. Financial Statement Schedules
None.
3. Exhibits
NO. DESCRIPTION
- --- -----------
2 Campbell Soup Company's Form 8-K, reporting the purchase on
January 30, 1995, of the assets and business of Pace Foods
Ltd, was filed with the Securities and Exchange Commission on
February 9, 1995, and is incorporated herein by reference.
3(a) Campbell's Restated Certificate of Incorporation as amended
through November 21, 1991, was filed with the Securities and
Exchange Commission ("SEC") with Campbell's Form 10-K for the
fiscal year ended August 2, 1992, and is incorporated herein
by reference.
3(b) Campbell's By-Laws, effective as of June 1, 1995.
4 There is no instrument with respect to long-term debt of the
company that involves indebtedness or securities authorized
thereunder exceeding 10 percent of the total assets of the
company and its subsidiaries on a consolidated basis. The
company agrees to file a copy of any instrument or agreement
defining the rights of holders of long-term debt of the
company upon request of the Securities and Exchange
Commission.
9 Major Stockholders' Voting Trust Agreement dated June 2, 1990,
as amended, was filed with the SEC by the Trustees of the
Major Stockholders' Voting Trust as Exhibit A to Schedule 13D
dated June 5, 1990, and is incorporated herein by reference.
10(a) Campbell Soup Company 1984 Long-Term Incentive Plan, as
amended on November 17, 1994.*
10(b) Campbell Soup Company 1994 Long-Term Incentive Plan was filed
with the SEC with Campbell's 1994 Proxy Statement and is
incorporated herein by reference.*
10(c) Campbell Soup Company Management Worldwide Incentive Plan, as
amended on November 17, 1994, was filed with the SEC with
Campbell's 1994 Proxy Statement and is incorporated herein by
reference.*
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3. Exhibits (Cont'd.)
NO. DESCRIPTION
--- -----------
10(d) Retirement Benefit Plan for Directors, effective December 1,
1991, was filed with the SEC with Campbell's 10-K for the
fiscal year ended August 2, 1992, and is incorporated herein
by reference.*
10(e) Supplemental Retirement Benefit Program, as amended on June
24, 1993.*
10(f) Personal Choice, A Flexible Reimbursement Program for Campbell
Soup Company Executives, effective August 1, 1994.*
10(g) Supplemental Savings Plan, as amended on May 25, 1995.*
10(h) Employment Agreement dated January 2, 1990, with David W.
Johnson, President and Chief Executive Officer, was filed with
the SEC with Campbell's Form 10-K for the fiscal year ended
July 29, 1990, and is incorporated herein by reference.*
10(i) Severance Protection Agreement dated May 18, 1990, with John
M. Coleman, Senior Vice President - Law and Public Affairs,
was filed with the SEC with Campbell's Form 10-K for the
fiscal year ended August 2, 1992, and is incorporated herein
by reference. Agreements with eight (8) other Executive
Officers are in all material respects the same as that with
Mr. John M. Coleman.*
10(j) Special incentive arrangements for the Chairman, President and
Chief Executive Officer, approved by the Board in fiscal 1994,
under which he can earn from $0 to $5 million in addition to
his other compensation if specified aggressive sales goals are
achieved for certain businesses in fiscal 1996.*
21 Subsidiaries of Campbell.
23 Consent of Independent Accountants.
24(a) Power of Attorney.
24(b) Certified copy of the resolution of Campbell's Board of
Directors authorizing signatures pursuant to a power of
attorney.
27 Financial Data Schedule
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* A management contract, compensatory plan or arrangement required to be filed
by Item 14(c) of this Report.
(b) Reports on Form 8-K
There were no reports on Form 8-K filed by Campbell during the
fourth quarter of fiscal 1995.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, Campbell has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
Date: October 6, 1995
CAMPBELL SOUP COMPANY
By:/s/ Robert Subin
-----------------------------------
Robert Subin
Senior Vice President - Finance
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of Campbell and
in the capacity and on the date indicated.
Date: October 6, 1995
(a) /s/ David W. Johnson (b) /s/ Leo J. Greaney
------------------------------ ------------------------------
David W. Johnson Leo J. Greaney
Chairman, President and Chief Vice President - Controller
Executive Officer (Principal financial and
(Principal executive officer) accounting officer)
(c) Directors
/s/ David W. Johnson
-------------------------
David W. Johnson
and:
Alva A. App Mary Alice Malone
Robert A. Beck Charles H. Mott
Edmund M. Carpenter Ralph A. Pfeiffer, Jr.
Bennett Dorrance, Vice Chairman George M. Sherman
Thomas W. Field, Jr. Donald M. Stewart
David K. P. Li George Strawbridge, Jr.
Philip E. Lippincott Robert J. Vlasic
Charlotte C. Weber
By: /s/ John J. Furey
---------------------------------------
John J. Furey, Corporate Secretary
as Attorney-in-Fact
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ITEM 6. SELECTED FINANCIAL DATA
Campbell Soup Company
ELEVEN-YEAR REVIEW - CONSOLIDATED
(millions, except per share amounts)
Fiscal Year 1995 1994 1993 1992 1991 1990 1989 1988 1987 1986 1985
- ------------------------------- ---- ------ ------- ----- ------ ------- ------- ------ ------ ------ -------
(a) (b) (c) (d)
SUMMARY OF OPERATIONS
Net sales $7,278 $6,690 $6,586 $6,263 $6,204 $6,206 $5,672 $4,869 $4,490 $4,287 $3,917
Earnings before interest
and taxes 1,147 1,027 594 886 758 273 162 409 440 416 366
Earnings before taxes 1,042 963 520 799 667 179 107 389 418 387 334
Earnings before cumulative
effect of accounting changes 698 630 257 491 402 4 13 242 247 223 198
Net earnings 698 630 8 491 402 4 13 274 247 223 198
Percent of sales 9.6% 9.4% .1% 7.8% 6.5% .1% .2% 5.6% 5.5% 5.2% 5.1%
Return on average
shareowners' equity 31.3% 34.1% .4% 25.7% 23.0% .3% .7% 15.1% 15.1% 15.3% 15.0%
Cash margin (f) 20.0% 19.5% 18.6% 17.6% 15.6% 13.2% 12.8% 13.3% 13.2% 12.7% 12.6%
FINANCIAL POSITION
Operating working capital (g) $ 456 $ 599 $ 614 $ 586 $ 660 $ 819 $ 799 $ 660 $ 838 $ 798 $ 692
Plant assets - net 2,584 2,401 2,265 1,966 1,790 1,718 1,541 1,509 1,349 1,168 1,028
Total assets 6,315 4,992 4,898 4,354 4,149 4,116 3,932 3,610 3,097 2,763 2,438
Total debt 1,722 994 1,131 987 1,055 1,008 901 540 474 451 389
Shareowners' equity 2,468 1,989 1,704 2,028 1,793 1,692 1,778 1,895 1,736 1,539 1,383
PER SHARE DATA
Earnings before cumulative
effect of accounting changes $ 2.80 $ 2.51 $ 1.02 $ 1.95 $ 1.58 $ .02 $ .05 $ .93 $ .95 $ .86 $ .77
Net earnings 2.80 2.51 .03 1.95 1.58 .02 .05 1.06 .95 .86 .77
Dividends declared 1.21 1.09 .915 .71 .56 .49 .45 .41 .35 .33 .31
Shareowners' equity 9.90 7.93 6.76 8.06 7.06 6.53 6.88 7.32 6.68 5.94 5.35
OTHER STATISTICS
Salaries, wages, pensions,
etc. $1,626 $1,460 $1,371 $1,400 $1,401 $1,423 $1,334 $1,223 $1,137 $1,061 $ 950
Capital expenditures 391 421 371 362 371 397 302 262 328 251 213
Number of shareowners
(in thousands) 43 43 43 41 38 43 44 43 41 51(e) 50(e)
Weighted average shares
outstanding 249 251 252 252 254 259 259 259 260 259 258
----------------------------------------------- ---------------------------------------------
(a) 1993 includes pre-tax divestiture and restructuring charges of $353 million; $300 million after taxes or $1.19 per share. 1993
also includes the cumulative effect of changes in accounting of $249 million or $.99 per share.
(b) 1990 includes pre-tax divestiture and restructuring charges of $339 million; $302 million after taxes or $1.16 per share.
(c) 1989 includes pre-tax restructuring charges of $343 million; $261 million after taxes or $1.01 per share.
(d) 1988 includes pre-tax restructuring charges of $41 million; $29 million after taxes or 12 cents per share. 1988 also includes
the cumulative effect of a change in accounting for income taxes of $32 million or 13 cents per share.
(e) Includes employees under the Employee Stock Ownership Plan terminated in 1987.
(f) Cash margin equals earnings before interest and taxes plus translation, depreciation, amortization, minority interest expense
and divestiture and restructuring charges divided by net sales.
(g) Operating working capital equals current assets minus current liabilities (excluding notes payable, dividend payable and
divestiture and restructuring reserves).
F-1
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CAMPBELL SOUP COMPANY AND CONSOLIDATED SUBSIDIARIES
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
RESULTS OF OPERATIONS
OVERVIEW
Net sales rose 9% to $7.28 billion compared to $6.69 billion in the prior year,
with strategic acquisitions contributing a third of the company's sales growth.
Net earnings climbed 11% to $698 million versus $630 million last year.
Earnings per share were $2.80, after $.08 dilution from acquisitions, up 12%
over $2.51 for the previous year.
All three operating divisions - U.S.A., Bakery & Confectionery and
International Grocery delivered record-breaking sales and earnings in 1995.
Global soup volume increased 2% as U.S. soup volume increased 1% and
international soup volume increased 8%.
Cash generated from operations climbed 22% to a record $1,185 million with a
major contribution coming from reductions in working capital, particularly
inventories which declined $63 million.
1995 COMPARED TO 1994
RESULTS BY DIVISION
U.S.A. - Net sales increased 8% to $4.3 billion in 1995 compared to $3.96
billion last year, with acquisitions contributing 50% of the sales growth.
Operating earnings rose 13% to $885 million.
Soup volume increased 1%, with continued improvement throughout the year, led
by "Home Cookin'" and "Healthy Request" soups and "Swanson" broths. "Swanson"
frozen dinners and canned poultry achieved double-digit growth, and the new
"Swanson Mac n' More" single-serving dishes won excellent consumer reception.
New Vlasic "Sandwich Stackers" pickles and "Franco-American" pasta driven by
new shapes also achieved double-digit volume growth. Pasta sauces, aided by
the recently introduced "Barilla" brand, posted solid volume gains, as did "V8"
vegetable juice and a wide range of Food Service products.
BAKERY & CONFECTIONERY - This division consists of Pepperidge Farm in the U.S.,
Arnotts Limited in Australia, Delacre and Lamy Lutti in Europe, and Godiva
Chocolatier worldwide.
F-2
15
Net sales grew 8% in fiscal 1995 to $1.63 billion, from $1.51 billion last
year. Operating earnings increased 8% to $182 million, led by Pepperidge Farm
and the confectionery businesses.
Pepperidge Farm cookies, frozen garlic bread and "Goldfish" crackers all
achieved solid volume growth. The acquisition of Greenfield Healthy Foods gave
impetus to Pepperidge Farm's initiatives in the rapidly growing market for
fat-free cookies. Godiva Chocolatier reported double-digit volume growth in
the U.S., Europe and Japan, and the Lamy Lutti confectionery business reported
good gains in France.
INTERNATIONAL GROCERY - International Grocery consists of soup, sauces, juices
and frozen businesses outside the U.S.
Net sales were $1.41 billion in fiscal 1995, up 10% from $1.28 billion last
year. The Stratford-upon-Avon Foods acquisition in the United Kingdom
contributed 30% of the sales growth. Operating earnings were $135 million, 12%
over the prior year. The devaluation of the Mexican peso reduced earnings by
$4 million for the year.
Soup volume outside the U.S. rose 8%, paced by continuing gains in Canada and
Asia. The company's businesses in Argentina also achieved exceptional sales
and earnings gains.
STATEMENTS OF EARNINGS
Gross margins improved .9 percentage points to 41.4% as a result of higher
selling prices and manufacturing efficiencies.
Marketing and selling expenses remained relatively flat at 19.1% of sales
versus 19.0% in 1994. Advertising expenses increased .2% of sales from last
year due largely to the aggressive advertising strategy of Pace Foods and
additional advertising support for Pepperidge Farm "Goldfish" Crackers and
Vlasic "Sandwich Stackers".
Administrative expenses increased .1% of sales from 1994 due mainly to higher
management incentive plan costs.
Research and development increased 13% due to new product development
activities.
Other expense increased 54% due principally to amortization of intangibles
associated with acquisitions.
Interest expense increased 55% as a result of financing costs associated with
acquisitions.
The effective tax rate declined to 33% from 34.6% reflecting the benefit of tax
planning strategies and utilization of tax loss carryforwards.
Net margins increased to 9.6%, the highest level since the company went public
in 1954.
F-3
16
1994 COMPARED TO 1993
RESULTS BY DIVISION
U.S.A. - Operating earnings for U.S.A. were $783 million in 1994 compared to
$780 million in 1993, before 1993 special charges of $175 million. Net sales
were $3.96 billion in 1994, 3% below 1993.
These results reflect decisions by the U.S. Soup unit to level production and
ship to customer demand. "Swanson" dinners, "Great Starts" breakfasts and
"Prego" spaghetti sauces achieved solid volume growth. Food Service products
continued rapid growth led by frozen entrees and custom packed products for
quick-service restaurants.
BAKERY & CONFECTIONERY - Operating earnings rose 47% to $169 million in 1994
from $115 million in 1993 before special charges of $5 million. The division
achieved net sales of $1.5 billion, a 19% increase. This performance reflects
a full year of results for Arnotts in Australia, which was acquired in the
third quarter of 1993, a turnaround at Delacre in Europe and a strong
performance by Campbell's confectionery business. Excluding the effect of the
additional investment in Arnotts, earnings increased 28% and sales were flat.
Pepperidge Farm's frozen pastry products and garlic breads achieved solid
volume gains. At Arnotts, volume gains were strong in the chocolate category
and flavored snacks. Sales at Delacre were down due to the lingering effects
of recession in Europe, but earnings were up significantly on lower
manufacturing costs.
INTERNATIONAL GROCERY - Operating earnings increased 18% to $120 million in
1994, from $102 million in 1993 before special charges of $173 million.
Operating earnings improvements were achieved in all International Grocery
locations with the United Kingdom, Argentina and Mexico turning in strong
performances.
Net sales were $1.28 billion in 1994, a 2% decline from $1.31 billion in 1993.
Net sales before divestitures and currency fluctuations increased 6.5%. Soup
in the United Kingdom, Mexico, Australia and Hong Kong achieved very strong
volume growth. Sales in the United Kingdom also benefited from the 1993
acquisition of "Fray Bentos".
STATEMENTS OF EARNINGS
Gross margins improved 1.7 points to 40.5% as a result of higher selling
prices.
Marketing and selling expenses increased to 19.0% of sales from 18.3% in 1993.
Growth in marketing spending was substantially less than in prior years as a
result of company efforts to refocus trade promotional activities on the
consumer and better match shipments to consumption. Advertising was even with
1993.
Administrative expenses declined to 4.4% of sales from 4.6% a year ago, due
principally to lower management incentive plan expenses and cost controls.
F-4
17
Research and development increased 13% due to new product development and the
opening of a new research and test facility in Camden, New Jersey.
Other expense increased $13 million because of minority owners' share of
Arnotts' earnings for the full year in 1994 versus five months in 1993.
Interest expense decreased 11% principally as a result of a decline in the
company's average effective interest rate to 7.6%.
The effective tax rate declined to 34.6% from 50.5% in 1993. The higher rate
in 1993 reflected non-deductible divestiture and restructuring charges.
SPECIAL CHARGES
On January 28, 1993, the company's Board of Directors approved a divestiture
and restructuring program which specifically identified six manufacturing
plants to be closed and fourteen businesses to be sold. This action was taken
to consolidate high cost, underutilized plants into more cost effective
locations; and to prune out low return, non-strategic businesses which were
detracting from the company's earnings and returns and were requiring an
inordinate amount of management's time and attention.
At the time of the Board's approval, charges of $353 million, $300 million
after tax or $1.19 per share, were recorded for the estimated loss on
disposition of plant assets, cost of closing each plant and loss on each
business divestiture. Of the total charge of $353 million, non-cash charges of
$275 million represent the excess of net book value of plants to be closed and
businesses to be sold over the estimated sales proceeds. The balance of the
charges represents cash outflows of $78 million which occurred or are expected
to occur as follows: 1993 and 1994 - $38 million, 1995 - $22 million, and 1996
- - $18 million. The remaining reserve balance at July 30, 1995 is $96 million.
The company plans to complete the program in 1996.
The businesses to be divested represent approximately $340 million in annual
sales. The entire program anticipates an annual improvement in net earnings of
$28 million when fully implemented. This total includes savings after tax of
$19 million from direct labor and plant overhead reductions and $6 million in
non-cash savings principally from reductions in depreciation and amortization.
Cash outflows do not adversely affect the company's liquidity. See Note 5 to
the Consolidated Financial Statements for further discussion of divestiture and
restructuring charges.
Effective August 3, 1992, the company adopted Statements of Financial
Accounting Standards No. 106, "Employers' Accounting for Postretirement
Benefits Other Than Pensions," No. 109, "Accounting for Income Taxes," and No.
112, "Employers' Accounting for Postemployment Benefits". The after-tax effect
of these accounting changes was a "one-time" charge to 1993 earnings of $249
million or $.99 per share. These accounting changes are more fully described
in Note 2 to the Consolidated Financial Statements.
F-5
18
LIQUIDITY AND CAPITAL RESOURCES
Increasingly strong cash flows, a strong balance sheet and an "AA" credit
rating demonstrate the company's continued superior financial strength.
CASH FLOWS FROM OPERATING ACTIVITIES provided $1,185 million in 1995, an
increase of $217 million or 22% over 1994. Over the last three years,
operating cash flow totaled $2.8 billion. This strong cash generating
capability provides the company substantial financial flexibility in meeting
operating and investing objectives.
CAPITAL EXPENDITURES were $391 million in 1995, down $30 million from the prior
year as the company completed several cost saving and restructuring programs in
the prior year. Construction of a new $150 million world-class manufacturing
facility by Arnotts began in the third quarter of 1995 with completion planned
for 1997. Capital expenditures are projected to reach $450 million in 1996.
ACQUISITIONS in 1995 totaled $1.26 billion and included Pace Foods, the world's
leading producer and marketer of Mexican sauces; Fresh Start Bakeries, a food
service baking concern with operations in the U.S., Europe and South America;
Stratford-upon-Avon Foods, a canned fruit and vegetable company in England; and
Greenfield Foods, a U.S. baking operation specializing in low-fat cakes and
cookies. The company also acquired additional shares in Arnotts Limited
boosting its share ownership in this Australian public company to 65%. The
company is the "ultimate holding company" of Arnotts under Australian
Corporations Law.
These acquisitions were funded through cash generated from operations and short
and long-term borrowings of different maturities and interest rates.
LONG-TERM DEBT increased due to issuance of $300 million of notes bearing an
interest rate of 7.75% with a maturity in fiscal 1997. This debt issuance
replaced a portion of the short-term borrowings that financed 1995
acquisitions.
SHORT-TERM BORROWINGS increased $431 million in 1995 to assist in meeting the
financing requirements of the company's acquisitions.
The company has ample financial resources, including unused lines of credit
totaling $722 million and has ready access to financial markets around the
world. The pre-tax interest coverage ratio was 9.4 for 1995 compared to 12.2
for 1994 reflecting the increase in debt relating to the acquisition program.
DIVIDEND payments increased $29 million or 11% to $295 million in 1995,
compared to $266 million in 1994. Dividends declared in 1995 totaled $1.21 per
share, up from $1.09 per share in 1994. The 1995 fourth quarter rate was 31
cents.
COMMON STOCK REPURCHASES for the treasury totaled 500 thousand shares at a cost
of $24 million during 1995, compared to repurchases of 4 million shares at a
cost of $145 million in the same period for 1994.
F-6
19
TOTAL ASSETS increased 27% to a record $6.3 billion during 1995. Intangible
assets increased $1.1 billion due to acquisitions and plant assets increased
$183 million due to acquisitions and capital expenditures.
TOTAL LIABILITIES increased $844 million or 28% with total borrowings
increasing $728 million in order to fund the acquisition program.
INFLATION
Inflation during recent years has not had a significant effect on the company.
The company mitigates the effects of inflation by increasing selling prices
where appropriate and aggressively pursuing an ongoing cost-improvement effort
which includes capital investments in more efficient plants and equipment and
low cost business systems. The divestiture and restructuring programs
instituted since 1988 have significantly improved the company's overall
productivity with sales per employee increasing 64% from $101 thousand to $166
thousand.
F-7
20
INDEX TO FINANCIAL STATEMENTS
Financial Statements
Report of Independent Accountants F-9
Consolidated Statements of Earnings for 1995, 1994 and 1993 F-10
Consolidated Balance Sheets as of July 30, 1995 and July 31, 1994 F-11
Consolidated Statements of Cash Flows for 1995, 1994 and 1993 F-12
Consolidated Statements of Shareowners' Equity for 1995, 1994 and 1993 F-13
Changes in Number of Shares F-14
Summary of Significant Accounting Policies F-15
Notes to Consolidated Financial Statements F-15 to F-26
F-8
21
REPORT OF INDEPENDENT ACCOUNTANTS
To the Shareowners and Directors
of Campbell Soup Company
In our opinion, the consolidated financial statements listed in the
accompanying index present fairly, in all material respects, the financial
position of Campbell Soup Company and its subsidiaries at July 30, 1995 and
July 31, 1994, and results of their operations and their cash flows for each of
the three years in the period ended July 30, 1995 in conformity with generally
accepted accounting principles. These financial statements are the
responsibility of the company's management; our responsibility is to express an
opinion on these financial statements based on our audits. We conducted our
audits of these statements in accordance with generally accepted auditing
standards which require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements, assessing
the accounting principles used and significant estimates made by management,
and evaluating the overall financial statement presentation. We believe that
our audits provide a reasonable basis for the opinion expressed above.
As discussed in Note 2, the company changed its methods of accounting for
income taxes, postretirement benefits and postemployment benefits in 1993.
PRICE WATERHOUSE LLP
Thirty South Seventeenth Street
Philadelphia, Pennsylvania 19103
September 6, 1995
F-9
22
Campbell Soup Company
CONSOLIDATED STATEMENTS OF EARNINGS
(millions, except per share amounts)
1995 1994 1993
---- ---- ------
NET SALES $7,278 $6,690 $6,586
- ----------------------------------------------------------------------------------------------------------------------------
Costs and expenses
Cost of products sold 4,264 3,978 4,028
Marketing and selling expenses 1,390 1,269 1,208
Administrative expenses 326 297 306
Research and development expenses 88 78 69
Other expense (Note 4) 63 41 28
Divestiture and restructuring charges (Note 5) - - 353
- ----------------------------------------------------------------------------------------------------------------------------
Total costs and expenses 6,131 5,663 5,992
- ----------------------------------------------------------------------------------------------------------------------------
EARNINGS BEFORE INTEREST AND TAXES 1,147 1,027 594
Interest expense (Note 6) 115 74 83
Interest income 10 10 9
- ----------------------------------------------------------------------------------------------------------------------------
Earnings before taxes 1,042 963 520
Taxes on earnings (Note 9) 344 333 263
- ----------------------------------------------------------------------------------------------------------------------------
Earnings before cumulative effect of
accounting changes 698 630 257
Cumulative effect of accounting changes (Note 2) - - 249
- ----------------------------------------------------------------------------------------------------------------------------
NET EARNINGS $ 698 $ 630 $ 8
============================================================================================================================
EARNINGS PER SHARE (NOTE 20)
Before cumulative effect of
accounting changes $ 2.80 $ 2.51 $1.02
Cumulative effect of accounting changes - - .99
- ----------------------------------------------------------------------------------------------------------------------------
EARNINGS PER SHARE $ 2.80 $ 2.51 $ .03
============================================================================================================================
Weighted average shares outstanding 249 251 252
============================================================================================================================
The accompanying Summary of Significant Accounting Policies and Notes on pages
F-15 to F-26 are an integral part of the financial statements.
F-10
23
Campbell Soup Company
CONSOLIDATED BALANCE SHEETS
(millions)
July 30, July 31,
1995 1994
--------- --------
CURRENT ASSETS
Cash and cash equivalents (Note 10) $ 53 $ 96
Accounts receivable (Note 11) 631 578
Inventories (Note 12) 755 786
Prepaid expenses (Note 13) 142 141
- -------------------------------------------------------------------------------------------------------------------
Total current assets 1,581 1,601
- -------------------------------------------------------------------------------------------------------------------
PLANT ASSETS, NET OF DEPRECIATION (NOTE 14) 2,584 2,401
INTANGIBLE ASSETS, NET OF AMORTIZATION (NOTE 15) 1,715 582
OTHER ASSETS (NOTE 16) 435 408
- -------------------------------------------------------------------------------------------------------------------
Total assets $6,315 $4,992
===================================================================================================================
CURRENT LIABILITIES
Notes payable (Note 17) $ 865 $ 434
Payable to suppliers and others 556 473
Accrued liabilities 545 570
Dividend payable 78 71
Accrued income taxes 120 117
- -------------------------------------------------------------------------------------------------------------------
Total current liabilities 2,164 1,665
- -------------------------------------------------------------------------------------------------------------------
LONG-TERM DEBT (NOTE 17) 857 560
NONPENSION POSTRETIREMENT BENEFITS (NOTE 8) 434 402
OTHER LIABILITIES (NOTE 18) 392 376
- -------------------------------------------------------------------------------------------------------------------
Total liabilities 3,847 3,003
- -------------------------------------------------------------------------------------------------------------------
SHAREOWNERS' EQUITY (NOTE 20)
Preferred stock; authorized 40 shares; none issued - -
Capital stock, $.075 par value; authorized
280 shares; issued 271 shares 20 20
Capital surplus 165 155
Earnings retained in the business 2,755 2,359
Capital stock in treasury, 22 shares in 1995
and 23 shares in 1994, at cost (550) (559)
Cumulative translation adjustments 78 14
- -------------------------------------------------------------------------------------------------------------------
Total shareowners' equity 2,468 1,989
- -------------------------------------------------------------------------------------------------------------------
Total liabilities and shareowners' equity $6,315 $4,992
===================================================================================================================
The accompanying Summary of Significant Accounting Policies and Notes on pages
F-15 to F-26 are an integral part of the financial statements.
F-11
24
Campbell Soup Company
CONSOLIDATED STATEMENTS OF CASH FLOWS
(millions)
1995 1994 1993
---- ---- ----
CASH FLOWS FROM OPERATING ACTIVITIES:
Net earnings $ 698 $ 630 $ 8
Non-cash charges to net earnings
Accounting changes and divestiture
and restructuring charges - - 602
Depreciation and amortization 294 255 242
Deferred income taxes 40 34 (48)
Other, net 48 46 41
Changes in working capital
Accounts receivable (18) 73 (73)
Inventories 63 18 (90)
Other current assets and liabilities 60 (88) (30)
- -------------------------------------------------------------------------------------------------------------------------
Net cash provided by operating activities 1,185 968 652
- -------------------------------------------------------------------------------------------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of plant assets (391) (421) (366)
Sales of plant assets 21 42 37
Businesses acquired (1,255) (14) (262)
Sales of businesses 12 27 10
Net change in other assets and liabilities (45) (41) (20)
- -------------------------------------------------------------------------------------------------------------------------
Net cash used in investing activities (1,658) (407) (601)
- -------------------------------------------------------------------------------------------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Long-term borrowings 312 115 2
Repayments of long-term borrowings (29) (117) (223)
Short-term borrowings 1,087 (50) 445
Repayments of short-term borrowings (662) (87) (98)
Dividends paid (295) (266) (216)
Treasury stock purchases (24) (145) (42)
Treasury stock issued 37 16 35
- -------------------------------------------------------------------------------------------------------------------------
Net cash provided by (used in) financing activities 426 (534) (97)
- -------------------------------------------------------------------------------------------------------------------------
Effect of exchange rate changes on cash 4 6 (3)
NET CHANGE IN CASH AND CASH EQUIVALENTS (43) 33 (49)
Cash and cash equivalents at beginning of year 96 63 112
- -------------------------------------------------------------------------------------------------------------------------
CASH AND CASH EQUIVALENTS AT END OF YEAR $ 53 $ 96 $ 63
=========================================================================================================================
The accompanying Summary of Significant Accounting Policies and Notes on pages
F-15 to F-26 are an integral part of the financial statements.
F-12
25
Campbell Soup Company
CONSOLIDATED STATEMENTS OF SHAREOWNERS' EQUITY
(millions)
Earnings Capital
retained stock Cumulative Total
Preferred Capital Capital in the in translation shareowners'
stock stock surplus business treasury adjustments equity
-------------------------------------------------------------------------------------------
Balance at August 2, 1992 - $20 $116 $2,225 $(402) $ 68 $2,027
Net earnings 8 8
Dividends ($.915 per share) (231) (231)
Treasury stock purchased (42) (42)
Treasury stock issued under Management
incentive and Stock option plans 33 16 49
Translation adjustments (107) (107)
- ----------------------------------------------------------------------------------------------------------------------------------
Balance at August 1, 1993 - 20 149 2,002 (428) (39) 1,704
Net earnings 630 630
Dividends ($1.09 per share) (273) (273)
Treasury stock purchased (145) (145)
Treasury stock issued under Management
incentive and Stock option plans 6 14 20
Translation adjustments 53 53
- ----------------------------------------------------------------------------------------------------------------------------------
Balance at July 31, 1994 - 20 155 2,359 (559) 14 1,989
NET EARNINGS 698 698
DIVIDENDS ($1.21 PER SHARE) (302) (302)
TREASURY STOCK PURCHASED (24) (24)
TREASURY STOCK ISSUED UNDER MANAGEMENT
INCENTIVE AND STOCK OPTION PLANS 10 33 43
TRANSLATION ADJUSTMENTS 64 64
- ----------------------------------------------------------------------------------------------------------------------------------
BALANCE AT JULY 30, 1995 - $20 $165 $2,755 $(550) $ 78 $2,468
==================================================================================================================================
The accompanying Summary of Significant Accounting Policies and Notes on pages
F-15 to F-26 are an integral part of the financial statements.
F-13
26
CHANGES IN NUMBER OF SHARES
(thousands)
Issued Outstanding In treasury
- ----------------------------------------------------------------------------------------------------------------
Balance at August 2, 1992 271,245 251,168 20,077
Treasury stock purchased (1,104) 1,104
Treasury stock issued under Management
incentive and Stock option plans 1,642 (1,642)
- ----------------------------------------------------------------------------------------------------------------
Balance at August 1, 1993 271,245 251,706 19,539
Treasury stock purchased (3,989) 3,989
Treasury stock issued under Management
incentive and Stock option plans 602 (602)
- ----------------------------------------------------------------------------------------------------------------
Balance at July 31, 1994 271,245 248,319 22,926
TREASURY STOCK PURCHASED (506) 506
TREASURY STOCK ISSUED UNDER MANAGEMENT
INCENTIVE AND STOCK OPTION PLANS 1,418 (1,418)
BALANCE AT JULY 30, 1995 271,245 249,231 22,014
================================================================================================================
The accompanying Summary of Significant Accounting Policies and
Notes on pages F-15 to F-26 are an integral part of the financial
statements.
F-14
27
CAMPBELL SOUP COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(MILLION DOLLARS)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
CONSOLIDATION - The consolidated financial statements include the
accounts of the company and its majority-owned subsidiaries.
Significant intercompany transactions are eliminated in consolidation.
Investments of 20% or more in affiliates are accounted for by the equity
method.
FISCAL YEAR - The company's fiscal year ends on the Sunday nearest July
3l.
CASH AND CASH EQUIVALENTS - All highly liquid debt instruments purchased
with a maturity of three months or less are classified as Cash
equivalents.
INVENTORIES - Substantially all domestic inventories are priced at the
lower of cost or market, with cost determined by the last-in, first-out
(LIFO) method. Other inventories are priced at the lower of average
cost or market.
PLANT ASSETS - Plant assets are stated at historical cost. Alterations
and major overhauls which extend the lives or increase the capacity of
plant assets are capitalized. The amounts for property disposals are
removed from plant asset and accumulated depreciation accounts and any
resultant gain or loss is included in earnings. Ordinary repairs and
maintenance are charged to operating costs.
DEPRECIATION - Depreciation provided in costs and expenses is calculated
using the straight-line method. Buildings and machinery and equipment
are depreciated over periods not exceeding 45 years and 15 years,
respectively. Accelerated methods of depreciation are used for income
tax purposes in certain jurisdictions.
INTANGIBLES - Intangible assets consist principally of excess purchase
price over net assets of businesses acquired. Intangibles are amortized
on a straight-line basis over periods not exceeding 40 years.
ASSET VALUATION - The company periodically reviews the recoverability of
plant assets and intangibles based principally on an analysis of cash
flows.
PENSION AND RETIREE BENEFIT PLANS - Costs are accrued over employees'
careers based on plan benefit formulas.
INCOME TAXES - Deferred taxes are provided in accordance with Statement
of Financial Accounting Standards (FAS) No. 109.
F-15
28
2. ACCOUNTING CHANGES
In 1993, the company adopted Statements of Financial Accounting
Standards No. 106, "Employers' Accounting for Postretirement Benefits
Other Than Pensions," No. 109, "Accounting for Income Taxes," and No.
112, "Employers' Accounting for Postemployment Benefits."
FAS No. 106 requires accrual of the cost of retiree health and life
insurance benefits during the years that employees render service.
These costs were previously expensed as claims were paid. The company
elected to recognize the effect of the transition liability for past
service costs by recording a one-time, non-cash charge against 1993
earnings of $230 or $.91 per share. The incremental annual charge
decreased 1995 and 1994 earnings by $.08 per share and 1993 earnings by
$.07 per share.
FAS No. 112 requires the company to account for postemployment benefits
on the accrual basis. The cumulative effect of this change in
accounting decreased 1993 net earnings by $22 or $.09 per share.
FAS No. 109 requires the company to recognize the benefit of certain
deferred tax assets, increasing 1993 net earnings by $3 or $.01 per
share.
3. GEOGRAPHIC AREA INFORMATION
The company is predominantly engaged in the manufacture and sale of
prepared convenience foods. The following presents information about
operations in different geographic areas:
1995 1994 1993
---- ---- ----
Net sales
United States $5,012 $4,639 $4,743
Europe 1,143 1,041 1,050
Australia 549 507 256
Other countries 658 604 661
Adjustments and eliminations (84) (101) (124)
------ ------ ------
Consolidated $7,278 $6,690 $6,586
====== ====== ======
1995 1994 1993
---- ---- ----
Earnings (loss) before taxes
United States $ 957 $ 854 $ 715
Europe 74 64 (170)
Australia 81 81 48
Other countries 90 73 51
Unallocated corporate expenses (55) (45) (50)
------ ------ ------
Earnings before interest and taxes 1,147 1,027 594
Interest, net (105) (64) (74)
------ ------ ------
Consolidated $1,042 $ 963 $ 520
====== ====== ======
F-16
29
1995 1994 1993
---- ----- -----
Identifiable assets
United States $4,171 $2,992 $2,961
Europe 814 724 669
Australia 773 732 691
Other countries 557 544 577
------ ------ ------
Consolidated $6,315 $4,992 $4,898
====== ====== ======
Transfers between geographic areas are recorded at cost plus markup or
at market. 1993 divestiture and restructuring charges of $353 were
allocated to geographic areas as follows: United States - $126, Europe
- $210 and Other - $17.
4. OTHER EXPENSE
1995 1994 1993
---- ----- -----
Stock price related incentive programs $20 $12 $13
Amortization of intangible and other assets 34 18 19
Minority interests 17 25 9
Other, net (8) (14) (13)
--- --- ---
$63 $41 $28
=== === ===
5. DIVESTITURE AND RESTRUCTURING CHARGES
On January 28, 1993, the company's Board of Directors approved a
divestiture and restructuring program which specifically identified six
manufacturing plants to be closed and fourteen businesses to be sold.
At the time of the Board's approval, charges of $353 ($300 after tax or
$1.19 per share) were recorded for the estimated loss on disposition of
plant assets, cost of closing each plant and loss on each business
divestiture.
Components of the original reserve and charges are as follows:
Original Balance Balance
Reserve Charges 7/31/94 Charges 7/30/95
------- -------- ------- ---------- -------
Loss on disposal of assets $275 $(145) $130 $(52) $78
Severance and benefits 52 (28) 24 (19) 5
Other 26 (10) 16 (3) 13
---- ----- ---- ---- ----
Total $353 $(183) $170 $(74) $96
==== ===== ==== ==== ===
Current $153 $170 $96
Non-current 200 - -
---- ---- ---
Total $353 $170 $96
==== ==== ===
F-17
30
Five plant closings were completed and one plant was restructured. Ten
businesses were divested through July 30, 1995. The company plans to
complete the program in 1996.
In the second quarter of 1995, the Board of Directors approved the sale
of two additional businesses not included in the original Board
authorization. Based on current estimates, existing reserves are
adequate to cover the cost of disposing of these businesses because one
business included in the original program will not be sold.
6. INTEREST EXPENSE
1995 1994 1993
---- ---- ----
Interest expense $123 $85 $96
Less: Interest capitalized 8 11 13
---- --- ---
$115 $74 $83
==== === ===
7. ACQUISITIONS
During 1995, 1994 and 1993 the company made several acquisitions. These
acquisitions were accounted for as purchase transactions, and operations
of the acquired companies are included in the financial statements from
the dates the acquisitions were consummated. The final allocation of
the purchase price of 1995 acquisitions will be completed during 1996
when appraisals and other studies have been finalized. The preliminary
allocation of the purchase price to assets acquired and liabilities
assumed was based upon fair value estimates as follows:
1995 1994 1993
---- ------ ------
Working capital $ 19 $ 1 $ 1
Fixed assets 93 7 272
Intangibles, principally goodwill 1,150 6 131
Other assets 4 - 11
Other liabilities (25) - (72)
Minority interest 14 - (81)
------ --- ----
$1,255 $14 $262
====== === ====
During 1995, the company acquired Pace Foods, the world's leading
producer and marketer of Mexican sauces; Fresh Start Bakeries, a food
service baking concern with operations in the U.S., Europe and South
America; Stratford-upon-Avon Foods, a canned fruit and vegetable company
in England; and Greenfield Foods, a U.S. baking operation specializing
in low-fat cakes and cookies. The company also acquired additional
shares in Arnotts Limited, Australia's leading biscuit manufacturer,
boosting its share ownership to 65%.
The Pace Foods acquisition was consummated on January 30, 1995 and based
on unaudited data, net sales for 1995 and 1994 would have increased $127
and $225, respectively, and net earnings would have decreased $16 and
$31, respectively, had the acquisition occurred at the beginning of
fiscal 1995 and 1994. Proforma financial information for the other
acquisitions would not have a material effect on the company's net sales
and earnings in fiscal 1995 and 1994.
Acquisitions in 1994 consisted of the Australian mushroom business,
Dandy Mushrooms, and the Australian canned-meat business, "Fray Bentos".
F-18
31
During 1993, the company increased its ownership of Arnotts to 58% from
33% prior to fiscal 1993.
8. PENSION PLANS AND RETIREMENT BENEFITS
PENSION PLANS - Substantially all of the company's U.S. and certain
non-U.S. employees are covered by noncontributory defined benefit
pension plans. Plan benefits are generally based on years of service
and employees' compensation during the last years of employment.
Benefits are paid from funds previously provided to trustees and
insurance companies or are paid directly by the company from general
funds. Actuarial assumptions and provisions for funded plans are
reviewed regularly by the company and its independent actuaries to
ensure that plan assets will be adequate to provide pension and survivor
benefits. Plan assets consist primarily of investments in common stock,
fixed income securities, real estate and money market funds.
Pension expense included the following:
1995 1994 1993
---- ---- -------
Benefits earned during the year $ 29 $ 31 $ 26
Interest cost 90 82 78
Net amortization and deferrals 59 (7) 38
Less: Return on plan assets 158 82 115
---- ---- ----
20 24 27
Other pension expense 10 7 7
----- ---- ----
Consolidated pension expense $ 30 $ 31 $ 34
===== ==== ====
Weighted average rates for principal
actuarial assumptions were:
Discount rate 7.75% 8.25% 7.50%
Long-term rate of compensation increase 5.00% 5.50% 5.00%
Long-term rate of return on plan assets 9.25% 9.25% 9.25%
The funded status of the plans was as follows:
JULY 30, July 31,
1995 1994
--------- --------
Actuarial present value of benefit obligations:
Vested $(1,023) $ (909)
Non-vested (42) (44)
--------- -------
Accumulated benefit obligation (1,065) (953)
Effect of projected future salary increases (127) (143)
-------- ------
Projected benefit obligation (1,192) (1,096)
Plan assets at market value 1,269 1,171
-------- ------
Plan assets in excess of projected benefit obligation 77 75
Unrecognized net loss 216 217
Unrecognized prior service cost 81 87
Unrecognized net assets at transition (53) (62)
-------- ------
Prepaid pension expense $ 321 $ 317
======== ======
F-19
32
Pension coverage for employees of certain non-U.S. subsidiaries are
provided to the extent determined appropriate through their respective
plans. Obligations under such plans are systematically provided for by
depositing funds with trusts or under insurance contracts. The assets
and obligations of these plans are not material.
SAVINGS PLANS - The company sponsors employee savings plans which cover
substantially all U.S. employees. After one year of continuous service,
the company generally matches 50% of employee contributions up to five
percent of compensation. In fiscal 1995, 1994 and 1993, the company
increased its contribution to 60% because earnings goals were achieved.
Amounts charged to costs and expenses were $14 in 1995 and 1994 and $13
in 1993.
RETIREE BENEFITS - The company provides certain health care and life
insurance benefits (postretirement benefits) to substantially all
retired U.S. employees and their dependents. Employees who have 10
years of service after the age of 45 and retire from the company are
eligible to participate in the postretirement benefit plans.
Postretirement benefit expense was comprised of the following:
1995 1994 1993
---- ---- ----
Benefits earned during the year $18 $19 $16
Interest cost 34 31 30
--- --- ---
Postretirement benefit expense $52 $50 $46
=== === ===
Healthcare claims and death benefits paid totaled $20 in 1995 and $18 in
1994 and 1993.
JULY 30, July 31,
1995 1994
--------- --------
Actuarial present value of benefit obligations:
Retirees $276 $285
Fully eligible active plan participants 68 81
Other active plan participants 92 93
---- ----
Accumulated benefit obligation 436 459
Unrecognized net gain (loss) 17 (38)
---- ----
Accrued postretirement benefit liability $453 $421
==== ====
The discount rate used to determine the accumulated postretirement
benefit obligation was 7.75% in 1995 and 8.25% in 1994. The assumed
initial healthcare cost trend rate used to measure the accumulated
postretirement benefit obligation was 10%, declining to 5.5% over a
period of 10 years and continuing at 5.5% thereafter. A
one-percentage-point change in the assumed healthcare cost trend rate
would have changed the 1995 accumulated postretirement benefit
obligation by $46 and postretirement benefit expense by $8.
Obligations related to non-U.S. postretirement benefit plans are not
significant since these benefits are generally provided through
government-sponsored plans.
Estimated postretirement benefits payable in fiscal 1996 of $19 are
included in "Accrued liabilities."
F-20
33
9. TAXES ON EARNINGS
The provision for income taxes consists of the following:
1995 1994 1993
---- ---- ----
Income taxes:
Currently payable
Federal $208 $216 $241
State 28 24 27
Non-U.S. 68 59 43
---- ---- ----
304 299 311
---- ---- ----
Deferred
Federal 33 34 (39)
State 5 - (1)
Non-U.S. 2 - (8)
---- ---- ----
40 34 (48)
---- ---- ----
$344 $333 $263
==== ==== ====
Earnings before income taxes and
cumulative effect of accounting change:
United States $ 840 $622 $614
Non-U.S. 202 341 (94)
------ ---- ----
$1,042 $963 $520
====== ==== ====
The deferred tax credit in 1993 resulted principally from charges for
restructuring and other postretirement benefits.
The following is a reconciliation of effective income tax rates with the
U.S. Federal statutory income tax rate:
1995 1994 1993
---- ---- ----
Federal statutory income tax rates 35.0% 35.0% 34.0%
State income taxes (net of Federal tax benefit) 2.1 2.4 2.6
Nondeductible divestiture and restructuring
charges - - 14.3
Non-U.S. earnings taxed at other
than Federal statutory rate (.2) (.2) .4
Tax loss carryforwards (3.0) - -
Other (.9) (2.6) (.8)
---- ----- -----
Effective income tax rate 33.0% 34.6% 50.5%
==== ===== =====
F-21
34
Deferred tax liabilities and assets are comprised of the following:
JULY 30, July 31,
1995 1994
-------- -------
Depreciation $178 $200
Pensions 113 108
Other 123 87
---- ----
Deferred tax liabilities 414 395
---- ----
Restructuring accruals 53 88
Benefits and compensation 189 170
Tax loss carryforwards 52 91
Other 38 55
---- ----
Gross deferred tax assets 332 404
Deferred tax asset valuation allowance (84) (135)
---- ----
Net deferred tax assets 248 269
---- ----
Net deferred tax liability $166 $126
==== ====
For income tax purposes, subsidiaries of the company have tax loss
carryforwards of approximately $154 of which $6 relate to periods prior
to acquisition of the subsidiaries by the company. Of these
carryforwards, $40 expire in 1999, $32 expire through 2005 and $82 may
be carried forward indefinitely. The current statutory tax rates in
these countries range from 30% to 40%.
Income taxes have not been accrued on undistributed earnings of non-U.S.
subsidiaries of $414 which are invested in operating assets and are not
expected to be remitted. If remitted, tax credits are available to
substantially reduce any additional taxes.
10. CASH AND CASH EQUIVALENTS
Cash and cash equivalents includes cash equivalents of $36 at July 30,
1995 and $32 at July 31, 1994.
11. ACCOUNTS RECEIVABLE
1995 1994
---- -----
Customers $599 $535
Allowances for cash discounts and bad debts (30) (29)
---- ----
569 506
Other 62 72
---- ----
$631 $578
==== ====
12. INVENTORIES
1995 1994
---- ----
Raw materials, containers and supplies $317 $368
Finished products 505 483
---- ----
822 851
Less-Adjustment to LIFO basis 67 65
---- ----
$755 $786
==== ====
F-22
35
Inventories for which the LIFO method of determining cost is used
represented approximately 63% of consolidated inventories in 1995 and
70% in 1994.
13. PREPAID EXPENSES
1995 1994
---- -----
Current prepaid pensions $ 21 $ 19
Deferred taxes 69 85
Other 52 37
---- ----
$142 $141
==== ====
14. PLANT ASSETS
1995 1994
---- ----
Land $ 101 $ 110
Buildings 1,182 1,092
Machinery and equipment 2,734 2,461
Projects in progress 237 185
------- -------
4,254 3,848
Accumulated depreciation (1,670) (1,447)
------ ------
$2,584 $2,401
====== ======
Depreciation provided in costs and expenses was $261 in 1995, $237 in
1994 and $223 in 1993. Approximately $220 of capital expenditures are
required to complete projects in progress at July 30, 1995.
15. INTANGIBLE ASSETS
1995 1994
---- ----
Purchase price in excess of net
assets of businesses acquired (goodwill) $1,716 $542
Other intangibles 132 130
------ ----
1,848 672
Accumulated amortization (133) (90)
------ ----
$1,715 $582
====== ====
16. OTHER ASSETS
1995 1994
---- -----
Noncurrent prepaid pensions $300 $298
Other noncurrent investments 100 76
Other 35 34
---- ----
$435 $408
==== ====
17. NOTES PAYABLE AND LONG-TERM DEBT
Notes payable consists of the following:
1995 1994
---- -----
Commercial paper $840 $401
Banks 19 20
Other 6 13
---- ----
$865 $434
==== ====
F-23
36
The amount of unused lines of credit at July 30, 1995 approximates $722.
The lines of credit are unconditional and generally cover loans for a
period of one year at prime commercial interest rates.
Long-term debt consists of the following:
Type Fiscal Year Maturity Rate 1995 1994
------------- ----------------------------- ------------------ ---- ----
Notes 1997 7.75% $300 $ -
Notes 1998 9.00% 100 100
Notes 2001* 8.58%-8.75% 100 100
Notes 2004 5.63% 100 100
Debentures 2021 8.88% 200 200
Notes 1997-2010 7.60% average 26 29
Capital lease
obligations Varies Varies 31 31
---- ----
$857 $560
==== ====
* $50 redeemable in 1998
The cost to retire the company's long-term debt was $905 at July 30,
1995 and $585 at July 31, 1994.
Principal amounts of long-term debt mature as follows: 1996 - $10 (in
current liabilities); 1997 - $316; 1998 - $101; 1999 - $2; 2000 - $2;
and beyond - $436.
Future minimum capital lease payments are $62, including implicit
interest of $27.
18. OTHER LIABILITIES
1995 1994
---- ----
Deferred income taxes $235 $211
Minority interests 106 121
Postemployment benefits 18 17
Other liabilities 33 27
---- ----
$392 $376
==== ====
19. FINANCIAL INSTRUMENTS
The book values of cash and cash equivalents, accounts and notes
receivable, accounts payable and short-term debt approximate fair value.
The fair value of financial instruments, non-current investments and
long-term debt is based on quoted market prices.
The company utilizes derivative financial instruments to enhance its
ability to manage risk, including interest rate and foreign currency
exposures which exist as part of its ongoing business operations.
The company utilizes interest rate swap agreements to minimize its
worldwide financing costs and to achieve a desired proportion of
variable versus fixed rate debt, based on current and projected market
conditions. When interest rates change, the difference to be paid or
received is recognized as an adjustment to interest expense over the
lives of the agreements. At times, the company utilizes forward foreign
exchange contracts to hedge foreign currency exposures. Gains and
losses resulting from these instruments are recognized in the same
period as the underlying hedged transaction.
F-24
37
The notional amounts of interest rate swaps were $337 at July 30, 1995
and $300 at July 31, 1994. In addition, the company has swap agreements
with financial institutions which cover both foreign currency and
interest rates. The notional amounts of these swaps were $32 at July
30, 1995 and $10 at July 31, 1994. These agreements hedge currency
exposures arising from strategies which replaced certain local currency
debt with lower cost U.S. dollar financing. The cost to settle all
swaps was $20 at July 30, 1995, of which $5 was accrued.
The company is exposed to credit loss in the event of nonperformance by
the counterparties; however, the company does not anticipate any
nonperformance. The company's credit risk on swap transactions is
minimized by its policy of dealing only with leading, credit-worthy
financial institutions having long-term credit ratings of "A" or better.
At July 30, 1995, the company also had contracts to purchase or sell
approximately $84 in foreign currency versus $31 at July 31, 1994. The
contracts are mostly for Canadian and European currencies and have
maturities through 1996.
The company uses a mix of equity, intercompany debt and local currency
borrowings to finance its foreign operations. Gains and losses, both
realized and unrealized, on financial instruments that hedge the
company's investments in foreign operations are recognized in the
Cumulative translation adjustments account in Shareowners' equity.
20. SHAREOWNERS' EQUITY
The company has authorized 280 million shares of Capital Stock of $.075
par value and 40 million shares of Preferred Stock, issuable in one or
more classes, with or without par as may be authorized by the Board of
Directors. No Preferred Stock has been issued.
The following summarizes the activity in the company's long-term
incentive plans:
1995 1994 1993
---- ----- -----
(thousands of shares)
RESTRICTED SHARES
Granted 483 19 374
STOCK OPTION PLANS
Beginning of year 9,915 9,261 10,142
Granted 1,376 1,377 1,239
Exercised (1,498) (604) (1,858)
Terminated (137) (119) (262)
----- ----- -----
End of year 9,656 9,915 9,261
===== ===== =====
Exercisable at end of year 6,861 7,185 5,519
===== ===== =====
(per share prices)
Granted $49.19 $36.63 $43.79
Exercised $23.35 $21.14 $18.59
Not exercised: Low $15.38 $ 9.58 $ 7.34
High $49.19 $43.81 $43.81
Average $34.05 $30.41 $28.99
F-25
38
As of July 30, 1995, 10.7 million shares remain available for grant
under the 1994 long-term incentive plan.
All net earnings per share data is based on the weighted average shares
outstanding during the applicable periods. The potential dilution from
the exercise of stock options is not material.
21. STATEMENTS OF CASH FLOWS
1995 1994 1993
---- ----- ----
Interest paid, net of amounts capitalized $ 102 $ 77 $ 87
Interest received $ 10 $ 13 $ 9
Income taxes paid $ 290 $ 271 $ 305
22. QUARTERLY DATA (UNAUDITED)
1995
------
FIRST SECOND THIRD FOURTH
----- ------ ----- ------
NET SALES $1,864 $2,040 $1,744 $1,630
COST OF PRODUCTS SOLD 1,088 1,176 1,045 955
NET EARNINGS 197 231 127 143
PER SHARE
NET EARNINGS .79 .93 .51 .57
DIVIDENDS .28 .31 .31 .31
MARKET PRICE
HIGH 41.25 46.00 51.25 51.00
LOW 37.00 40.63 42.38 45.63
1994
------
First Second Third Fourth
----- ------ ----- ------
Net sales $1,763 $1,894 $1,568 $1,465
Cost of products sold 1,058 1,104 946 870
Net earnings 166 203 119 142
Per share
Net earnings .66 .81 .47 .57
Dividends .25 .28 .28 .28
Market price
High 42.88 43.25 42.13 39.38
Low 35.25 38.25 37.13 34.25
F-26
39
INDEX OF EXHIBITS
Document Page
- -------- ----
2 Campbell Soup Company's Form 8-K, reporting the purchase on January 30, 1995, of the assets and
business of Pace Foods Ltd., was filed with the Securities and Exchange Commission on February 9,
1995, and is incorporated herein by reference.
3(a) Campbell's Restated Certificate of Incorporation as amended through November 21, 1991, was filed with
the Securities and Exchange Commission ("SEC") with Campbell's Form 10-K for the fiscal year ended
August 2, 1992, and is incorporated herein by reference.
3(b) Campbell's By-Laws, effective as of June 1, 1995. 41
4 There is no instrument with respect to long-term debt of the company that involves indebtedness or
securities authorized thereunder exceeding 10 percent of the total assets of the company and its
subsidiaries on a consolidated basis. The company agrees to file a copy of any instrument or
agreement defining the rights of holders of long-term debt of the company upon request of the
Securities and Exchange Commission.
9 Major Stockholders' Voting Trust Agreement dated June 2, 1990, as amended, was filed with the SEC by
the Trustees of the Major Stock- holders' Voting Trust as Exhibit A to Schedule 13D dated June 5,
1990, and is incorporated herein by reference.
10(a) Campbell Soup Company 1984 Long-Term Incentive Plan, as amended on November 17, 1994. 49
10(b) Campbell Soup Company 1994 Long-Term Incentive Plan was filed with the SEC with Campbell's 1994 Proxy
Statement and is incorporated herein by reference.
Campbell Soup Company Management Worldwide Incentive Plan, as amended on November 17, 1994, was filed
with the SEC with Campbell's 1994 Proxy Statement, and is incorporated herein by reference.
10(c) Campbell Soup Company Management Worldwide Incentive Plan, as amended on November 17, 1994, was filed
with the SEC with Campbell's 1994 Proxy Statement, and is incorporated herein by reference.
10(d) Retirement Benefit Plan for Directors, effective December 1, 1991, was filed with the SEC with
Campbell's 10-K for the fiscal year ended August 2, 1992, and is incorporated herein by reference.
10(e) Supplemental Retirement Benefit Program, as amended on June 24, 1993. 69
10(f) Personal Choice, a Financial Reimbursement Program for Campbell Soup Company Executives, effective 95
August 1, 1994.
I-1
40
INDEX OF EXHIBITS (cont'd.)
Document Page
- -------- ----
10(g) Supplemental Savings Plan, as amended on May 25, 1995. 103
10(h) Employment Agreement dated January 2, 1990, with David W. Johnson, President and Chief Executive
Officer, was filed with the SEC with Campbell's Form 10-K for the fiscal year ended July 29, 1990,
and is incorporated herein by reference.
10(i) Severance Protection Agreement dated May 18, 1990, with John M. Coleman, Senior Vice President - Law
and Public Affairs, was filed with the SEC with Campbell's Form 10-K for the fiscal year ended August
2, 1992, and is incorporated herein by reference. Agreements with eight (8) other Executive Officers
are in all material respects the same as that with Mr. John M. Coleman.
10(j) Special incentive arrangements for the Chairman, President and Chief Executive Officer, approved by
the Board in fiscal 1994, under which he can earn from $0 to $5 million in addition to his other
compensation if specified aggressive sales goals are achieved for certain businesses in fiscal 1996.
21 Subsidiaries (Direct and Indirect) of Campbell. 109
23 Consent of Independent Accountants. 110
24(a) Power of Attorney. 111
24(b) Certified copy of the resolution of Campbell's Board of Directors authorizing signatures pursuant to 112
a power of attorney.
27 Financial Data Schedule 114
I-2