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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
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 31, 1994 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
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH REGISTERED
------------------- -----------------------------------------
CAPITAL STOCK NEW YORK STOCK EXCHANGE
PHILADELPHIA STOCK EXCHANGE
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: NONE
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. /X/
As of September 19, 1994, the aggregate market value of Capital Stock
held by non-affiliates of the Registrant was $4,659,499,637.75. (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 248,427,876 shares of Capital Stock outstanding
as of September 19, 1994.
Notice of Annual Meeting and Proxy Statement dated October 7, 1994,
for the Annual Meeting of Shareowners to be held on November 17, 1994
are incorporated by reference into Part III.
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This Form 10-K contains 57 pages including exhibits. An index to exhibits
is on page 41.
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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.
Acquisitions in fiscal year 1994 consisted of the Australian mushroom
business, Dandy Mushrooms, and the Australian canned meat business, "Fray
Bentos". The company sold Campbell Chilled Foods Limited, Campbell Foods
P.L.C., Casera Foods, Inc., La Forest Perigord S.A., Quadelco Limited and
Torres y Ribelles S.A. during the fiscal year.
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 spaghetti 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 experimental kitchens
and research laboratories. To assure wholesome, attractive, uniform
products, high standards of quality are maintained by a rigorous system of
quality assurance.
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(R), Pepperidge Farm(R), Godiva(R), Vlasic(R), Swanson(R), Mrs.
Paul's(R), V8(R), Franco-American(R), Prego(R), SpaghettiOs(R), Marie's(R),
Open Pit(R), Healthy Request(R), Home Cookin'(R), Goldfish(R), Hungry-
Man(R), LeMenu(R), Healthy Treasures(R), Early California(R), Great
Starts(R), Chunky(TM), Campbell's Simmer Chef(TM), and others.
Significant trademarks used extensively outside the United States include:
Delacre, Arnott's, Swift, Habitant, Lacroix, Freshbake, Fray Bentos,
Pleyben, Exeter, Plate, Ace, La Patrona, Groko, 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 and others.
Advertising slogans which have become important trademarks for the company
include: "M'm! M'm! Good!"(R), "Home Made Taste. It's in There."(R),
"Chunky. Soup So Big, It Eats Like a Meal"(R), "Never Underestimate the
Power of Campbell's"(TM) and others.
The company considers that, taken as a whole, the rights under its various
patents are a valuable asset; however, it does not regard its businesses as
being materially dependent upon any single patent or any group of related
patents.
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<PAGE> 3
DISTRIBUTION
------------
The company distributes its products through direct customers, including
chain stores, wholesalers and distributors that maintain central
warehouses, institutional and industrial customers, convenience stores,
club stores, and certain governmental agencies. In the United States,
sales solicitation activities are conducted by employees of subsidiaries
and through independent brokers and contract distributors. 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;
therefore, there is no significant backlog of unfilled orders.
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 believes that it is the largest
manufacturer in the United States of condensed and ready-to-serve soups,
vegetable juice, tomato juice, pickles, olives, and canned poultry; a major
manufacturer of canned beans, canned gravies, canned pasta products,
spaghetti sauces, frozen meat pies, frozen breakfasts, frozen pastries and
cakes, frozen prepared seafood, frozen prepared dinners and various
specialty food items; and a major producer of fresh mushrooms.
INGREDIENTS/SUPPLIES
--------------------
The ingredients required for the manufacture of the company's food products
include vegetables, tomatoes and other fruits, mushrooms, poultry, dairy
products, eggs, grain products, meats, seafoods, nuts, spices, and
sweeteners. The company does not grow or raise ingredients, 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.
Raw product 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.
The company contracts in advance of growing seasons with growers or
processors for a large part of its ingredient requirements. As a result of
factors not within the company's control, the prices of ingredients
fluctuate significantly from time to time.
In the United States, the company manufactures most of the metal containers
for its canned products and substantial quantities of plastic containers for
its frozen products. The balance of metal, plastic, all glass and fiberboard
containers are purchased from independent suppliers. Outside of the United
States, packaging is purchased mainly from independent suppliers.
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".
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 $78 million in 1994, $69 million in 1993, and
$60 million in 1992. 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 1994 were
approximately $420.5 million, of which, according to company estimates,
approximately $14.4 million was for compliance with environmental laws and
regulations in the United States. The company further estimates that
approximately $18.0 million of the capital expenditures anticipated during
fiscal 1995 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.
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EMPLOYEES
---------
At July 31, 1994, there were 44,378 persons employed by the company. The
decrease of 5.4% from 1993 was primarily due to restructuring.
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".
The businesses of foreign subsidiaries are subject to the laws of foreign
countries which may place restrictions and controls on such matters as
ownership, imports and exports, prices, products and transfer of funds.
The financial results of such subsidiaries are also affected by the
changing dollar values of the foreign currencies in which the businesses
are conducted.
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 31, 1994
The company operates numerous manufacturing and processing plants and sales
and distribution centers around the world. Its principal manufacturing and
processing operations in the United States are located in Arkansas (frozen
foods; ingredients), California (heat processed; dried and frozen foods;
condiments; mushrooms, ingredients), Connecticut (bakery), Delaware
(condiments), Florida (bakery), Georgia (dry and heat processed foods;
ingredients; mushrooms), Hawaii (nuts), Illinois (bakery; mushrooms),
Michigan (condiments; heat processed foods; mushrooms), Nebraska (frozen
foods, ingredients), New Jersey (ingredients), North Carolina (heat
processed foods), Ohio (heat processed, dry foods and biscuit),
Pennsylvania (confectionery, biscuit, bakery and mushrooms), South Carolina
(bakery), Texas (heat processed foods), Utah (biscuit and frozen) and
Wisconsin (ingredients; condiments).
Outside the U.S. the company has manufacturing and distribution facilities
in Argentina (meat products, heat processed and frozen foods), Australia
(biscuit; heat processed foods; juices; mushrooms), Belgium (confectionery;
biscuit; heat processed foods), Canada (heat processed and frozen foods),
England (heat processed and frozen foods), France (confectionery; biscuit;
heat processed foods), Germany (refrigerated and heat processed foods;
distribution), Hong Kong (distribution), Italy (mushrooms; heat processed
foods), 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 120 retail candy shops in the United States,
Canada and Europe; 87 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 designed according to
the requirements of the products to be manufactured, and the type of
construction varies from plant to plant. 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 aids in
achieving close integration of research, design, construction and
manufacturing functions and facilitates the construction of plants which
will be best suited to their special purposes.
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. 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.
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ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
EXECUTIVE OFFICERS OF CAMPBELL AT OCTOBER 1, 1994
- -------------------------------------------------
The following list of executive officers as of October 1, 1994, is included
herein as an item in Part I of this Form 10-K:
<TABLE>
<CAPTION>
Date First
Elected
Name Present Title Age Officer
- ---- ------------- --- ----------
<S> <C> <C> <C>
David W. Johnson Chairman, President and Chief Executive 62 1990
Officer.
John M. Coleman Senior Vice President - Law and 44 1989
Public Affairs.
James R. Kirk Senior Vice President - 52 1983
Research & Development and
Quality Assurance.
President - Campbell Institute
for Research and Technology.
Robert Subin Senior Vice President. 56 1988
President - Bakery and Confectionery.
Frank E. Weise, III Senior Vice President - Finance 50 1992
and Chief Financial Officer.
Robert F. Bernstock Vice President. 43 1990
President - International Grocery.
Francis A. DuVernois Vice President. 61 1988
Vice President - Global Operations.
Brenda E. Edgerton Vice President - Finance, U.S. Soup. 45 1989
Ronald E. Elmquist Vice President. 48 1994
President - Global Food Service.
John L. Forbis Vice President - Strategic Planning and 52 1994
Corporate Development.
Leo J. Greaney Vice President - Controller. 60 1989
Ralph A. Harris Vice President - Corporate 48 1990
Development.
Gerald S. Lord Vice President - Treasurer. 48 1993
Kathleen MacDonnell Vice President. 46 1990
President - Frozen Foods Group.
</TABLE>
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EXECUTIVE OFFICERS OF CAMPBELL AT OCTOBER 1, 1994 (CONT'D.)
-------------------------------------------------
<TABLE>
<CAPTION>
Date First
Elected
Name Present Title Age Officer
- ---- ------------- ----- ----------
<S> <C> <C> <C>
Charles V. McCarthy Vice President. 44 1990
President - Pepperidge Farm
North America
Alfred Poe Vice President. 45 1991
President - Meal Enhancement Group.
J. Neil Stalter Vice President - Public Affairs. 56 1991
F. Martin Thrasher Vice President. 43 1992
President - U.S. Soup.
Edward F. Walsh Vice President - Human Resources. 53 1993
</TABLE>
Each of the above-named officers has been employed by the company in an
executive or managerial capacity for at least five years, except David W.
Johnson, Frank E. Weise, III, Ronald E. Elmquist, John L. Forbis, Ralph A.
Harris, Gerald S. Lord, Alfred Poe, J. Neil Stalter and Edward F. Walsh.
David W. Johnson served as Chairman, President and Chief Executive Officer
of Gerber Products Company prior to joining Campbell in 1990. 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.
Ralph A. Harris served as Vice President - Business Development of Quaker
Oats Company prior to joining Campbell in 1990. Gerald S. Lord served as
Vice President Integration and Productivity of Kraft General Foods Canada
prior to joining Campbell in 1990. 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)
and President - Manor Healthcare Division of Manor Health Care, Inc.
(1989-1990).
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 19, 1994, there were 30,680 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-27 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.
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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.
CAMPBELL SOUP COMPANY AND CONSOLIDATED SUBSIDIARIES
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The information called for by this Item is contained in a separate section
of this Report. See Index to Financial Statements and Financial Statement
Schedules on page F-8 of this Report.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
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 5 and page 20 of
Campbell's Notice of Annual Meeting and Proxy Statement dated October 7,
1994 (the "1994 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 5 and 6 under the
heading "Executive Officers of Campbell at October 1, 1994".
ITEM 11. EXECUTIVE COMPENSATION
The information set forth on pages 7 through 15 of the 1994 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 18 through 20 of the 1994 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
-----------------------------
The Index of Financial Statement Schedules is included on page F-8 of
this Report.
3. Exhibits
--------
NO. DESCRIPTION
--- -----------
3(a) Campbell's Restated Certificate of Incorporation as amended
through November 21, 1991, 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.
3(b) Campbell's By-Laws, effective as of November 18, 1993.
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 May 27, 1993, was filed with the SEC with Campbell's 10-K for
the fiscal year ended August 1, 1993, and is incorporated herein
by reference.*
10(b) Campbell Soup Company Management Worldwide Incentive Plan, as
amended on September 26, 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(c) Deferred Compensation Plan for Directors, as amended on 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(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 for Executives, as
amended on March 28, 1991, was filed with the SEC with Campbell's
Form 10-K for the fiscal year ended July 28, 1991, and is
incorporated herein by reference.*
10(f) Financial Planning Services for Executives was filed with the SEC
with Campbell's Form 10-K for the fiscal year ended July 31,
1988, and is incorporated herein by reference.*
10(g) Supplemental Post Retirement Benefit Plan for Selected Major
Executives, as amended on January 25, 1990, 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(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.*
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<PAGE> 9
3. Exhibits (cont'd.)
--------
NO. DESCRIPTION
--- -----------
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 nine (9) other Executive Officers are in all
material respects the same as that with Mr. John M. Coleman.*
22 Subsidiaries (Direct and Indirect) of Campbell.
24 Consent of Independent Accountants.
25(a) Power of Attorney.
25(b) Certified copy of the resolution of Campbell's Board of Directors
authorizing signatures pursuant to a power of attorney.
27 Financial Data Schedule
- ---------------------------------------------
* A management contract or compensatory plan 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 1994.
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<PAGE> 10
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.
<TABLE>
<S> <C>
Date: October 7, 1994
CAMPBELL SOUP COMPANY
By:/s/ Frank E. Weise, III
---------------------------------------------------
Frank E. Weise, III
Senior Vice President - Finance
and Chief Financial Officer
</TABLE>
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.
<TABLE>
<S> <C>
Date: October 7, 1994
By:/s/ Leo J. Greaney By:/s/ Frank E. Weise, III
--------------------------------------------------- -----------------------------------------------
Leo J. Greaney, Frank E. Weise, III
Vice President - Controller Senior Vice President - Finance
(Principal Accounting Officer) and Chief Financial Officer
David W. Johnson Chairman, President, Chief )
Executive Officer and Director )
(Principal Executive Officer) )
Alva A. App Director )
Robert A. Beck Director )
Edmund M. Carpenter Director )
Bennett Dorrance Vice Chairman and Director ) By:/s/ John M. Coleman
John T. Dorrance, III Director ) ----------------------------------------------------
Thomas W. Field, Jr. Director ) John M. Coleman, Senior Vice President -
Philip E. Lippincott Director ) Law & Public Affairs
Mary Alice Malone Director )
Charles H. Mott Director )
Ralph A. Pfeiffer, Jr. Director )
Donald M. Stewart Director )
George Strawbridge, Jr. Director )
Robert J. Vlasic Director )
Charlotte C. Weber Director )
</TABLE>
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<PAGE> 11
ITEM 6. SELECTED FINANCIAL DATA
- ------- -----------------------
<TABLE>
<CAPTION>
Campbell Soup Company
ELEVEN-YEAR REVIEW - CONSOLIDATED
(millions, except per share amounts)
Fiscal Year 1994 1993 1992 1991 1990 1989 1988 1987 1986 1985 1984
- --------------------------------------- ------- ------ ------ ------ ------- ------ ------ ------ ------ ------ --------
(a) (b) (c) (d)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
SUMMARY OF OPERATIONS
Net sales $6,690 $6,586 $6,263 $6,204 $6,206 $5,672 $4,869 $4,490 $4,287 $3,917 $3,637
Earnings before taxes 963 520 799 667 179 107 389 418 387 334 332
Earnings before cumulative effect of
accounting changes 630 257 491 402 4 13 242 247 223 198 191
Net earnings 630 8 491 402 4 13 274 247 223 198 191
Percent of sales 9.4% .1% 7.8% 6.5% .1 .2% 5.6% 5.5% 5.2% 5.1% 5.3%
Return on average shareowners' equity 34.1% .4% 25.7% 23.0% .3 .7% 15.1% 15.1% 15.3% 15.0% 15.9%
FINANCIAL POSITION
Operating working capital (f) $ 599 $ 614 $ 586 $ 660 $ 819$ 799 $ 660 $ 838 $ 798 $ 692 $ 624
Plant assets - net 2,401 2,265 1,966 1,790 1,718 1,541 1,509 1,349 1,168 1,028 971
Total assets 4,992 4,898 4,354 4,149 4,116 3,932 3,610 3,097 2,763 2,438 2,210
Long-term debt 560 462 693 773 806 629 526 380 362 297 283
Shareowners' equity 1,989 1,704 2,028 1,793 1,692 1,778 1,895 1,736 1,539 1,383 1,260
PER SHARE DATA
Earnings before cumulative effect of
accounting changes $ 2.51 $ 1.02 $ 1.95 $ 1.58 $ .02 $ .05 $ .93 $ .95 $ .86 $ .77 $ .74
Net earnings 2.51 .03 1.95 1.58 .02 .05 1.06 .95 .86 .77 .74
Dividends declared 1.09 .915 .71 .56 .49 .45 .41 .35 .33 .31 .28
Shareowners' equity 7.93 6.76 8.06 7.06 6.53 6.88 7.32 6.68 5.94 5.35 4.88
OTHER STATISTICS
Salaries, wages, pensions, etc. $1,460 $1,371 $1,400 $1,401 $1,423 $1,334 $1,223 $1,137 $1,061 $ 950 $ 890
Capital expenditures 421 371 362 371 397 302 262 328 251 213 183
Number of shareowners (in thousands) 43 43 41 38 43 44 43 41 51(e) 50(e) 49(e)
Weighted average shares outstanding 250.7 251.9 251.7 254.0 259.2 258.5 258.9 259.8 258.9 258.3 258.1
------------------------------------------------------------------------------------------
<FN>
(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 $49 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) Operating working capital equals current assets minus current liabilities plus notes payable, dividend payable and
divestiture and restructuring reserves.
</TABLE>
F-1
<PAGE> 12
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
FINANCIAL CONDITION
CAMPBELL SOUP COMPANY AND CONSOLIDATED SUBSIDIARIES
---------------------------------------------------
RESULTS OF OPERATIONS
- ---------------------
OVERVIEW
Earnings per share rose 14% to $2.51, compared to $2.21, before special
charges, the prior year. Net earnings climbed 13% to a record $630 million
versus $557 million before special charges last year. Special charges in
fiscal 1993 consisted of $1.19 per share for restructuring and $.99 per
share for adoption of new accounting standards, reducing reported earnings
per share to $.03. Net sales rose 2% to a record $6.7 billion, from $6.6
billion in fiscal 1993. Excluding divested businesses and currency
fluctuations, sales were up 4%.
Soup shipments in the U.S. were down 7% from the prior year as the U.S.
Soup unit refocused marketing spending on the retail consumer and initiated
a program to eliminate costly peaks in the manufacturing and shipping
cycles. Outside the U.S., soup volume increased 12%.
Record earnings are a tribute to a better-balanced worldwide business
portfolio, as both Biscuit and Bakery and International delivered strong
earnings gains while U.S. earnings were relatively flat.
1994 COMPARED TO 1993
RESULTS BY DIVISION
CAMPBELL U.S.A. - Operating earnings for Campbell U.S.A. were $783 million
in 1994 compared to $780 million in 1993, before 1993 special charges of
$175 million. Net sales were $4.0 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.
CAMPBELL BISCUIT AND BAKERY - Operating earnings rose 45% to $153 million
in 1994 from $106 million in 1993 before special charges of $5 million.
The division achieved net sales of $1.2 billion, a 24% increase. This
performance reflects a full year of results for Arnotts in Australia, which
was acquired in the third quarter of 1993, and a turnaround at Delacre in
Europe. Excluding the effect of the additional investment in Arnotts,
earnings increased 17% and sales were flat.
F-2
<PAGE> 13
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.
CAMPBELL INTERNATIONAL - Operating earnings increased 23% to $136 million
in 1994, from $111 million in 1993 before special charges of $173 million.
Operating earnings improvements were achieved in all International
locations with the United Kingdom, Argentina, Mexico and Campbell's
confectionery business turning in strong performances.
Net sales were $1.55 billion in 1994, a 2% decline from $1.58 billion in
1993. Net sales before divestitures and currency fluctuations increased
6.5%. Soup in the United Kingdom, Mexico, Australia and Hong Kong, and
Godiva worldwide achieved very strong volume growth. Sales in the United
Kingdom also benefited from the 1993 acquisition of "Fray Bentos".
STATEMENT 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 4.7% a year ago, due
principally to lower management incentive plan expenses and cost controls.
Research and development increased 13% due to new product development and
the opening of a new research and test facility in Camden, New Jersey.
Interest expense decreased 11% principally as a result of a decline in the
company's average effective interest rate to 7.6%.
Other expense increased $13 million because of minority owners' share of
Arnotts' earnings for the full year in 1994 versus five months in 1993.
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.
Net margins increased to 9.4%, the highest level since the company went
public in 1954.
1993 COMPARED TO 1992
RESULTS BY DIVISION
CAMPBELL U.S.A. - Operating earnings for Campbell U.S.A. were $605 million
in 1993 after special charges of $175 million, compared to $741 million in
1992. Before these charges, operating earnings grew 5% to $780 million.
F-3
<PAGE> 14
Net sales were $4.1 billion in 1993, an increase of 2% over 1992. Soup
volume was up 2.5% despite one less week in fiscal 1993, with strong
performances by "Home Cookin'" and "Healthy Request" ready-to-serve soups.
In the frozen food business, "Swanson" kids' meals and "Great Start"
breakfast sandwiches turned in impressive volume gains. The newly
introduced "Pepperidge Farm" gravies delivered strong volume growth as did
Food Service frozen products and "Vlasic" pickles.
CAMPBELL BISCUIT AND BAKERY - The Biscuit and Bakery Division reported
operating earnings of $101 million after special charges of $5 million.
Before the charges, earnings rose 16% to $106 million. Net sales increased
23% to $999 million. These increases stem mainly from attaining 58%
ownership of Arnotts in fiscal 1993, which contributed $170 million in
sales in the year. Previously, the company owned 33% and accounted for its
investment on the equity method. Arnotts had strong earnings growth in the
year. Pepperidge Farm volume increased slightly for the year with sales
trends improving significantly in the fourth quarter led by the
introduction of "Goldfish" cookies and frozen garlic bread and rolls.
Earnings of Delacre in Europe were down because of a sluggish European
economy, the costs of starting up new production lines, and the
introduction of the new "Biscuits Maison de Delacre", patterned after
Pepperidge Farm's "American Collection" and Old Fashioned cookies.
CAMPBELL INTERNATIONAL - Campbell International reported an operating loss
of $62 million after special charges of $173 million. Before these
charges, operating earnings increased 21% over 1992 to $111 million, due
primarily to significant improvements in the United Kingdom and Germany.
Sales increased 3% to $1.58 billion from $1.54 billion. Both sales and
earnings benefited from the third quarter acquisition of "Fray Bentos", the
leading premium canned-meat brand in the United Kingdom, and from the
company's acquisition of the remaining 50 percent ownership of the Spring
Valley juice business in Australia.
STATEMENTS OF EARNINGS
Gross margins improved 2.1 percentage points to 38.8%, with improvement due
to higher selling prices, which contributed 1.7 points, and lower
manufacturing costs.
Marketing and selling expenses were 18.3% of net sales compared to 16.8% in
1992. The company continued to spend aggressively in support of its brands
and new product introductions.
Administrative expenses increased to 4.7% of sales from 4.5% a year ago,
principally due to accruals for management incentive programs because
earnings exceeded target levels.
Interest expense decreased in 1993 due principally to lower interest rates.
The increase in other expense resulted primarily from minority interest and
amortization of intangible assets related to Arnotts. The effective tax
rate was 50.5% compared to 38.6% in 1992. The principal reason for the
high rate for 1993 was that certain of the divestiture and restructuring
charges were not tax deductible. Excluding the effects of that program,
the effective tax rate for 1993 was 36.2%.
F-4
<PAGE> 15
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.
A summary of the original reserve and charges through July 31, 1994 is as
follows:
<TABLE>
<CAPTION>
Original 1993 Balance 1994 Balance
Reserve Charges 8/1/93 Charges 7/31/94
------- --------- ------- -------- -------
<S> <C> <C> <C> <C> <C>
Loss on disposal of assets $275 $(79) $196 $(66) $130
Severance and benefits 52 (10) 42 (18) 24
Other 26 (5) 21 (5) 16
----- ------ ------ ----- -----
Total $353 $(94) $259 $(89) $170
===== ====== ====== ===== =====
Current $153 $92 $170
Non-current 200 167 -
----- ------ -----
Total $353 $259 $170
===== ====== =====
</TABLE>
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 - $15 million, 1994 - $23 million, and
1995 - $40 million.
Four of the six plant closings have been completed. In lieu of closing,
one plant was restructured, principally through headcount reductions. Six
businesses were divested in 1993 and 1994 and the company plans to complete
the restructuring program in fiscal 1995.
The businesses to be divested represent approximately $382 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.
F-5
<PAGE> 16
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.
LIQUIDITY AND CAPITAL RESOURCES
Consistently 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 $968 million in 1994, an
increase of $316 million or 48% over 1993. Over the last three years,
operating cash flow totaled $2.4 billion. This strong cash generating
capability provides the company substantial financial flexibility in
meeting operating and investing objectives.
CAPITAL EXPENDITURES were $421 million in 1994, up $50 million from the
prior year due to a high level of cost savings projects, including
restructuring programs announced in the second quarter of 1993. Capital
expenditures are projected to reach $450 million in 1995.
ACQUISITIONS in 1994 totaled $14 million and included the Australian
mushroom business, Dandy Mushrooms, and the Australian canned-meat
business, "Fray Bentos".
LONG-TERM DEBT increased due to issuance of $100 million of notes bearing
an interest rate of 5.625% with a maturity in fiscal 2004.
SHORT-TERM BORROWINGS decreased by $235 million in 1994 due to strong
operating cash flow. The company retired $100 million of 9.125% notes
classified as current at the end of 1993.
The company has ample financial resources, including unused lines of credit
totaling $615 million and has ready access to financial markets around the
world. The pre-tax interest coverage ratio was 12.2 for 1994 compared to
10.0 in 1993, before special charges.
DIVIDEND payments increased $50 million or 23% to $266 million in 1994,
compared to $216 million in 1993. Dividends declared in 1994 totaled $1.09
per share, up from $.915 per share in 1993. The 1994 fourth quarter rate
was 28 cents.
COMMON STOCK REPURCHASES for the treasury totaled 4 million shares at a
cost of $145 million during 1994, compared to repurchases of 1.1 million
shares at a cost of $42 million in the same period for 1993. In July 1994,
the Board of Directors authorized the repurchase of an additional 7.5
million shares.
TOTAL ASSETS increased 2% to a record $5 billion during 1994. Accounts
receivable decreased $68 million as a result of a reduction in year-end
sales promotions and inventories were also down. However, fixed assets
increased because of heavy capital expenditures.
TOTAL LIABILITIES decreased $191 million or 6% with total borrowings down
$137 million and completion of $89 million of restructuring activities.
F-6
<PAGE> 17
INFLATION
Inflation during recent years has not had a significant effect on the
company. The company attempts to mitigate the effects of inflation on
sales and earnings 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 integrated
business systems. The divestiture and restructuring programs instituted
since 1988 have made the company a more cost-effective producer.
F-7
<PAGE> 18
INDEX TO FINANCIAL STATEMENTS
<TABLE>
<S> <C>
Financial Statements
--------------------
Report of Independent Accountants F-9
Consolidated Statements of Earnings for 1994, 1993 and 1992 F-10
Consolidated Balance Sheets as of July 31, 1994 and
August 1, 1993 F-11
Consolidated Statements of Cash Flows for 1994, 1993 and 1992 F-12
Consolidated Statements of Shareowners' Equity for 1994, 1993 and 1992 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-27
Financial Statement Schedules
-----------------------------
Schedule V - Property, Plant and Equipment S-1
Schedule VI - Accumulated Depreciation and Amortization of
Property, Plant and Equipment S-2
Schedule IX - Short-term Borrowings S-3
</TABLE>
F-8
<PAGE> 19
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 31, 1994 and
August 1, 1993, and results of their operations and their cash flows for
each of the three years in the period ended July 31, 1994 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 7, 1994
F-9
<PAGE> 20
Campbell Soup Company
CONSOLIDATED STATEMENTS OF EARNINGS
(millions, except per share amounts)
<TABLE>
<CAPTION>
1994 1993 1992
(52 WEEKS) (52 weeks) (53 weeks)
----------- ---------- -----------
<S> <C> <C> <C>
NET SALES $6,690 $6,586 $6,263
- -------------------------------------------------------------------------------------------------------------------------
Costs and expenses
Cost of products sold 3,978 4,028 3,963
Marketing and selling expenses 1,269 1,208 1,050
Administrative expenses 297 306 282
Research and development expenses 78 69 60
Interest expense (Note 4) 74 83 102
Interest income (10) (9) (15)
Other expense (Note 5) 41 28 22
Divestiture and restructuring charges (Note 6) - 353 -
- -------------------------------------------------------------------------------------------------------------------------
Total costs and expenses 5,727 6,066 5,464
- -------------------------------------------------------------------------------------------------------------------------
Earnings before taxes 963 520 799
Taxes on earnings (Note 9) 333 263 308
- -------------------------------------------------------------------------------------------------------------------------
Earnings before cumulative effect of
accounting changes 630 257 491
Cumulative effect of accounting changes (Note 2) - 249 -
- -------------------------------------------------------------------------------------------------------------------------
NET EARNINGS $ 630 $ 8 $ 491
=========================================================================================================================
PER SHARE (NOTE 20)
Earnings before cumulative effect of
accounting changes $ 2.51 $1.02 $1.95
Cumulative effect of accounting changes - .99 -
- -------------------------------------------------------------------------------------------------------------------------
NET EARNINGS $ 2.51 $ .03 $ 1.95
=========================================================================================================================
Weighted average shares outstanding 251 252 252
=========================================================================================================================
</TABLE>
The accompanying Summary of Significant Accounting Policies and Notes on
pages F-15 to F-27 are an integral part of the financial statements.
F-10
<PAGE> 21
Campbell Soup Company
CONSOLIDATED BALANCE SHEETS
(millions)
<TABLE>
<CAPTION>
JULY 31, August 1,
1994 1993
--------- ---------
<S> <C> <C>
CURRENT ASSETS
Cash and cash equivalents (Note 11) $ 94 $ 63
Other temporary investments, at cost
which approximates market 2 7
Accounts receivable (Note 12) 578 646
Inventories (Note 13) 786 804
Prepaid expenses (Note 14) 141 166
- -----------------------------------------------------------------------------------------------------------------------
Total current assets 1,601 1,686
- -----------------------------------------------------------------------------------------------------------------------
PLANT ASSETS, NET OF DEPRECIATION (NOTE 15) 2,401 2,265
INTANGIBLE ASSETS, NET OF AMORTIZATION (NOTE 16) 582 596
OTHER ASSETS (NOTE 17) 408 351
- -----------------------------------------------------------------------------------------------------------------------
Total assets $4,992 $4,898
=======================================================================================================================
CURRENT LIABILITIES
Notes payable (Note 18) $ 434 $ 669
Payable to suppliers and others 473 510
Accrued liabilities 570 499
Dividend payable 71 64
Accrued income taxes 117 109
- -----------------------------------------------------------------------------------------------------------------------
Total current liabilities 1,665 1,851
- -----------------------------------------------------------------------------------------------------------------------
LONG-TERM DEBT (NOTE 18) 560 462
NONPENSION POSTRETIREMENT BENEFITS (NOTE 8) 402 370
OTHER LIABILITIES (NOTE 19) 376 511
- -----------------------------------------------------------------------------------------------------------------------
Total liabilities 3,003 3,194
- -----------------------------------------------------------------------------------------------------------------------
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 155 149
Earnings retained in the business 2,359 2,002
Capital stock in treasury, 23 shares in 1994
and 19 shares in 1993, at cost (559) (428)
Cumulative translation adjustments 14 (39)
- -----------------------------------------------------------------------------------------------------------------------
Total shareowners' equity 1,989 1,704
- -----------------------------------------------------------------------------------------------------------------------
Total liabilities and shareowners' equity $4,992 $4,898
=======================================================================================================================
</TABLE>
The accompanying Summary of Significant Accounting Policies and Notes on
pages F-15 to F-27 are an integral part of the financial statements.
F-11
<PAGE> 22
Campbell Soup Company
CONSOLIDATED STATEMENTS OF CASH FLOWS
(millions)
<TABLE>
<CAPTION>
1994 1993 1992
--------- -------- --------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net earnings $630 $ 8 $491
To reconcile net earnings to net cash
provided by operating activities:
Divestiture and restructuring provisions - 353 -
Cumulative effect of accounting changes - 249 -
Depreciation and amortization 255 242 216
Deferred taxes 34 (48) 34
Other, net 46 41 25
Net change in accounts receivable 73 (73) (17)
Net change in inventories 18 (90) 7
Net change in other current assets and liabilities (88) (30) (12)
- ------------------------------------------------------------------------------------------------------------------------
Net cash provided by operating activities 968 652 744
- ------------------------------------------------------------------------------------------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of plant assets (421) (366) (337)
Sales of plant assets 42 37 26
Businesses acquired (14) (262) (31)
Sales of businesses 27 10 3
Net change in other assets (48) (19) (55)
Net change in other temporary investments 5 (1) 7
- ------------------------------------------------------------------------------------------------------------------------
Net cash used in investing activities (409) (601) (387)
- ------------------------------------------------------------------------------------------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Long-term borrowings 115 2 6
Repayments of long-term borrowings (117) (223) (222)
Net change in borrowings with less than
three-month maturities (84) 389 81
Other short-term borrowings 34 56 77
Repayments of other short-term borrowings (87) (98) (74)
Dividends paid (266) (216) (166)
Treasury stock purchases (145) (42) (150)
Treasury stock issued 16 35 19
- ------------------------------------------------------------------------------------------------------------------------
Net cash used in financing activities (534) (97) (429)
- ------------------------------------------------------------------------------------------------------------------------
Effect of exchange rate changes on cash 6 (3) 5
- ------------------------------------------------------------------------------------------------------------------------
NET CHANGE IN CASH AND CASH EQUIVALENTS 31 (49) (67)
Cash and cash equivalents at beginning of year 63 112 179
- ------------------------------------------------------------------------------------------------------------------------
CASH AND CASH EQUIVALENTS AT END OF YEAR $ 94 $ 63 $112
========================================================================================================================
</TABLE>
The accompanying Summary of Significant Accounting Policies and Notes on
pages F-15 to F-27 are an integral part of the financial statements.
F-12
<PAGE> 23
Campbell Soup Company
CONSOLIDATED STATEMENTS OF SHAREOWNERS' EQUITY
(millions)
<TABLE>
<CAPTION>
Capital
Earnings retained stock Cumulative Total
Preferred Capital Capital in the in translation shareowners'
stock stock surplus business treasury adjustments equity
------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance at July 28, 1991 - $ 20 $107 $1,913 $(270) $ 23 $1,793
Net earnings 491 491
Cash dividends ($.71 per share) (179) (179)
Treasury stock purchased (150) (150)
Treasury stock issued under Management
incentive and Stock option plans 9 18 27
Translation adjustments 45 45
- ---------------------------------------------------------------------------------------------------------------------------------
Balance at August 2, 1992 - 20 116 2,225 (402) 68 2,027
Net earnings 8 8
Cash 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
CASH 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
=================================================================================================================================
</TABLE>
The accompanying Summary of Significant Accounting Policies and Notes on
pages F-15 to F-27 are an integral part of the financial statements.
F-13
<PAGE> 24
CHANGES IN NUMBER OF SHARES
(thousands)
<TABLE>
<CAPTION>
In treasury
Issued Outstanding
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Balance at July 28, 1991 271,245 254,007 17,238
Treasury stock purchased (3,986) 3,986
Treasury stock issued under Management
incentive and Stock option plans 1,147 (1,147)
- -----------------------------------------------------------------------------------------------------------------
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
=================================================================================================================
</TABLE>
The accompanying Summary of Significant Accounting Policies and Notes on pages
F-15 to F-27 are an integral part of the financial statements.
F-14
<PAGE> 25
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. There were 52 weeks in fiscal 1994 and fiscal 1993 and 53
weeks in fiscal 1992.
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.
INTANGIBLES - The excess of cost of investments over net assets of
purchased companies is amortized on a straight-line basis over
periods not exceeding forty years.
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 on the
straight-line method. Accelerated methods of depreciation are used
for income tax purposes in certain jurisdictions.
PENSION AND RETIREE BENEFIT PLANS - Costs are accrued over
employees' careers based on plan benefit formulas.
CASH AND CASH EQUIVALENTS - All highly liquid debt instruments
purchased with a maturity of three months or less are classified as
Cash equivalents.
FINANCIAL INSTRUMENTS - In managing interest rate exposure, the
company at times enters into interest rate swap agreements. When
interest rates change, the difference to be paid or received is
accrued and recognized as interest expense over the life of the
agreement. In order to hedge foreign currency exposures on firm
commitments, the company at times enters into forward foreign
exchange contracts. Gains and losses resulting from these
instruments are recognized in the same period as the underlying
hedged transaction. The company also at times enters into foreign
currency swap agreements which are effective as hedges of net
investments in foreign subsidiaries. Realized and unrealized gains
and losses on these currency swaps are recognized in the Cumulative
translation adjustments account in Shareowners' equity. The fair
values of the company's financial instruments are estimated based on
quoted market prices for the same or similar issues.
F-15
<PAGE> 26
INCOME TAXES - Deferred taxes are provided in accordance with
Statement of Financial Accounting Standards (FAS) No. 109 effective
in fiscal 1993. In fiscal 1992, deferred taxes were provided in
accordance with FAS No. 96.
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. Adoption of FAS
No. 106 also decreased 1993 earnings per share by $.07 for the
pre-tax incremental annual charge and 1994 earnings per share by
$.08.
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:
<TABLE>
<CAPTION>
1994 1993 1992
------ ------ ------
<S> <C> <C> <C>
Net sales
United States $4,639 $4,743 $4,649
Europe 1,041 1,050 1,043
Australia 507 256 70
Other countries 604 661 582
Adjustments and eliminations (101) (124) (81)
------ ------ ------
Consolidated $6,690 $6,586 $6,263
====== ====== ======
Earnings (loss) before taxes
United States $ 854 $ 715 $ 809
Europe 64 (170) 45
Australia 81 48 18
Other countries 73 51 52
------ ------ ------
1,072 644 924
Unallocated corporate expenses (45) (50) (38)
Interest, net (64) (74) (87)
------ ------ ------
Consolidated $ 963 $ 520 $ 799
====== ====== ======
</TABLE>
F-16
<PAGE> 27
<TABLE>
<CAPTION>
1994 1993 1992
------ ------ ------
<S> <C> <C> <C>
Identifiable assets
United States $2,992 $2,961 $2,802
Europe 724 669 831
Australia 732 691 208
Other countries 544 577 513
------ ------ ------
Consolidated $4,992 $4,898 $4,354
====== ====== ======
</TABLE>
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. INTEREST EXPENSE
<TABLE>
<CAPTION>
1994 1993 1992
------ ----- ----
<S> <C> <C> <C>
Interest expense $85 $96 $120
Less interest capitalized 11 13 18
--- --- ---
$74 $83 $102
=== === ===
</TABLE>
5. OTHER EXPENSE
Included in other expense are the following:
<TABLE>
<CAPTION>
1994 1993 1992
------ ------ ----
<S> <C> <C> <C>
Stock price related incentive programs $12 $13 $13
Amortization of intangible and other assets 18 19 16
Minority interests 25 9 -
Equity earnings of affiliates - (10) (9)
Other, net (14) (3) 2
--- --- ---
$41 $28 $22
=== === ===
</TABLE>
6. 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.
F-17
<PAGE> 28
Components of the original reserve and charges through July 31, 1994 are as
follows:
<TABLE>
<CAPTION>
Original 1993 Balance 1994 Balance
Reserve Charges 8/1/93 Charges 7/31/94
------- -------- ------- ---------- -------
<S> <C> <C> <C> <C> <C>
Loss on disposal of assets $275 $(79) $196 $(66) $130
Severance and benefits 52 (10) 42 (18) 24
Environmental cleanup at
facilities to be sold 8 - 8 - 8
Lease buyout 6 - 6 - 6
Equipment transfers 10 (4) 6 (4) 2
Other 2 (1) 1 (1) 0
---- ---- ---- ---- ----
Total $353 $(94) $259 $(89) $170
==== ==== ==== ==== ====
Current $153 $92 170
Non-current 200 167 -
---- ---- ----
Total $353 $259 $170
==== ==== ====
</TABLE>
Four of the six plant closings have been completed. In lieu of closing,
one plant was restructured, principally through headcount reductions.
Six businesses were divested in 1993 and 1994. The company plans to
complete the program in fiscal 1995.
7. ACQUISITIONS
During 1994, 1993 and 1992 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 recorded. The costs
of these acquisitions were allocated as follows:
<TABLE>
<CAPTION>
1994 1993 1992
------ ------ -------
<S> <C> <C> <C>
Working capital $ 1 $ 1 $ 5
Fixed assets 7 272 13
Intangibles, principally goodwill 6 131 16
Other assets - 11 -
Long-term liabilities and other - (72) (3)
Minority interest - (81) -
--- ---- ---
$14 $262 $31
=== ==== ===
</TABLE>
Acquisitions in 1994 consisted of the Australian mushroom business,
Dandy Mushrooms, and the Australian canned-meat business, "Fray Bentos".
During 1993, the company increased its ownership of Arnotts Limited,
Australia's leading biscuit manufacturer, to 58% from 33% prior to fiscal
1993. Therefore, beginning in the third quarter of fiscal 1993, Arnotts'
results were consolidated. Prior to this time, Campbell's investment in
Arnotts was accounted for by the equity method. Net sales and net
earnings for 1993 would have increased by $295 and $3, respectively, had
the increase in ownership of Arnotts occurred at August 3, 1992.
F-18
<PAGE> 29
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. Actuarial assumptions and plan provisions 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:
<TABLE>
<CAPTION>
1994 1993 1992
---- ------- -------
<S> <C> <C> <C>
Benefits earned during the year $ 31 $ 26 $ 23
Interest cost 82 78 75
Net amortization and deferrals (7) 38 5
Actual return on plan assets (82) (115) (82)
---- ---- ----
24 27 21
Other pension expense 7 7 7
---- ---- ----
Consolidated pension expense $ 31 $ 34 $ 28
==== ==== ====
Weighted average rates for principal
actuarial assumptions were:
Discount rate 8.25% 7.50% 8.25%
Long-term rate of compensation increase 5.50% 5.00% 5.50%
Long-term rate of return on plan assets 9.25% 9.25% 9.25%
The funded status of the plans was as follows:
JULY 31, August 1,
1994 1993
---------- ---------
Actuarial present value of benefit obligations:
Vested $ (909) $(913)
Non-vested (44) (41)
------ ------
Accumulated benefit obligation (953) (954)
Effect of projected future salary increases (143) (124)
------ ------
Projected benefit obligation (1,096) (1,078)
Plan assets at market value 1,171 1,035
------ ------
Plan assets in excess of (less than)
projected benefit obligation 75 (43)
Unrecognized net loss 217 259
Unrecognized prior service cost 87 80
Unrecognized net assets at transition (62) (27)
------ ------
Prepaid pension expense $ 317 $ 269
====== ======
</TABLE>
Pension coverage for employees of certain non-U.S. subsidiaries and
other supplemental pension benefits of the company 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.
F-19
<PAGE> 30
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 1994,
1993 and 1992 the company increased its contribution to 60% because
earnings goals were achieved. Amounts charged to costs and expenses
were $14 in 1994, $13 in 1993, and $12 in 1992.
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:
<TABLE>
<CAPTION>
1994 1993
---- ----
<S> <C> <C>
Benefits earned during the year $19 $16
Interest cost 31 30
--- ---
Postretirement benefit expense $50 $46
=== ===
</TABLE>
Healthcare claims and death benefits paid totaled $18 in 1994, $18
in 1993 and $16 in 1992.
<TABLE>
<CAPTION>
JULY 31, August 1,
1994 1993
--------- ----------
<S> <C> <C>
Actuarial present value of benefit obligations:
Retirees $285 $245
Fully eligible active plan participants 81 81
Other active plan participants 93 93
---- ----
Accumulated benefit obligation 459 419
Unrecognized net loss (38) (29)
---- ----
Accrued postretirement benefit liability $421 $390
==== ====
</TABLE>
The discount rate used to determine the accumulated postretirement
benefit obligation was 8.25% in 1994 and 7.5% in 1993. The assumed
initial healthcare cost trend rate used to measure the accumulated
postretirement benefit obligation was 11.5%, declining to 6.0% over
a period of 11 years and continuing at 6.0% thereafter. A
one-percentage-point increase in the assumed healthcare cost trend
rate would have increased the 1994 accumulated postretirement
benefit obligation by $50 and postretirement benefit expense by $7.
Obligations related to non-U.S. postretirement benefit plans are not
significant since these benefits are generally provided through
government-sponsored plans.
Postretirement benefits payable in fiscal 1995 of $19 are included
in "Accrued liabilities."
F-20
<PAGE> 31
9. TAXES ON EARNINGS
The provision for income taxes consists of the following:
<TABLE>
<CAPTION>
1994 1993 1992
---- ---- ----
<S> <C> <C> <C>
Income taxes:
Currently payable
Federal $216 $241 $225
State 24 27 27
Non-U.S. 59 43 22
---- ---- ----
299 311 274
---- ---- ----
Deferred
Federal 34 (39) 21
State - (1) 11
Non-U.S. - (8) 2
---- ---- ----
34 (48) 34
---- ---- ----
$333 $263 $308
==== ==== ====
Earnings before income taxes and
cumulative effect of accounting change:
United States $622 $614 $704
Non-U.S. 341 (94) 95
---- ---- ----
$963 $520 $799
==== ==== ====
</TABLE>
The increases in the Non-U.S. current tax provision is primarily
attributable to the consolidation of Arnotts beginning in March
1993. 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:
<TABLE>
<CAPTION>
1994 1993 1992
---- ---- ----
<S> <C> <C> <C>
Federal statutory income tax rates 35.0% 34.0% 34.0%
State income taxes (net of Federal tax benefit) 2.4 2.6 3.1
Nondeductible divestiture and restructuring
charges - 14.3 -
Non-U.S. earnings taxed at other
than Federal statutory rate (.2) .4 (.1)
Other (2.6) (.8) 1.6
----- ----- -----
Effective income tax rate 34.6% 50.5% 38.6%
====== ====== ======
</TABLE>
F-21
<PAGE> 32
Deferred tax liabilities and assets are comprised of the following
at July 31, 1994:
<TABLE>
<CAPTION>
JULY August
31, 1994 1, 1993
-------- -------
<S> <C> <C>
Depreciation $200 $158
Pensions 108 95
Other 87 107
---- ----
Deferred tax liabilities 395 360
---- ----
Restructuring accruals 88 135
Benefits and compensation 170 175
Tax loss carryforwards 91 27
Other 55 62
---- ----
Gross deferred tax assets 404 399
Deferred tax asset valuation allowance (135) (99)
---- ----
Net deferred tax assets 269 300
---- ----
Net deferred tax liability $126 $ 60
==== ====
</TABLE>
For income tax purposes, subsidiaries of the company have tax loss
carryforwards of approximately $286 of which $7 relate to periods prior
to acquisition of the subsidiaries by the company. Of these
carryforwards, $215 expire in 1999, $28 expire through 2005 and $43 may
be carried forward indefinitely. The current statutory tax rates in
these countries range from 30% to 52%.
Income taxes have not been accrued on undistributed earnings of non-U.S.
subsidiaries of $344 which are invested in operating assets and are not
expected to be remitted. If remitted, tax credits are available to
substantially reduce any resultant additional taxes.
10. SUPPLEMENTARY STATEMENTS OF EARNINGS INFORMATION
<TABLE>
<CAPTION>
1994 1993 1992
------ ------ ------
<S> <C> <C> <C>
Advertising $208 $208 $216
Maintenance and repairs $180 $165 $173
Rent expense $ 56 $ 59 $ 66
</TABLE>
Future minimum lease payments under operating leases are $76.
11. CASH AND CASH EQUIVALENTS
Cash and cash equivalents includes cash equivalents of $30 at July
31, 1994 and $17 at August 1, 1993.
12. ACCOUNTS RECEIVABLE
<TABLE>
<CAPTION>
1994 1993
------ ------
<S> <C> <C>
Customers $535 $576
Allowances for cash discounts and bad debts (29) (20)
---- ----
506 556
Other 72 90
---- ----
$578 $646
==== ====
</TABLE>
F-22
<PAGE> 33
13. INVENTORIES
<TABLE>
<CAPTION>
1994 1993
------ ----
<S> <C> <C>
Raw materials, containers and supplies $368 $356
Finished products 483 524
---- ----
851 880
Less-Adjustment to LIFO basis 65 76
---- ----
$786 $804
==== ====
</TABLE>
Inventories for which the LIFO method of determining cost is used
represented approximately 70% of consolidated inventories in
1994 and 68% in 1993.
14. PREPAID EXPENSES
<TABLE>
<CAPTION>
1994 1993
------ ----
<S> <C> <C>
Current prepaid pensions $ 19 $ 21
Deferred taxes 85 104
Other 37 41
---- ----
$141 $166
==== ====
</TABLE>
15. PLANT ASSETS
<TABLE>
<CAPTION>
1994 1993
------- ------
<S> <C> <C>
Land $ 110 $ 105
Buildings 1,092 953
Machinery and equipment 2,461 2,233
Projects in progress 185 294
----- -----
3,848 3,585
Accumulated depreciation (1,447) (1,320)
----- -----
$2,401 $2,265
===== =====
</TABLE>
Depreciation provided in costs and expenses was $237 in 1994, $223
in 1993, and $200 in 1992. Approximately $215 of capital
expenditures are required to complete projects in progress at July
31, 1994.
16. INTANGIBLE ASSETS
<TABLE>
<CAPTION>
1994 1993
------ ------
<S> <C> <C>
Cost of investments in excess of net
assets of purchased companies (goodwill) $542 $537
Other intangibles 130 128
---- ----
672 665
Accumulated amortization (90) (69)
---- ----
$582 $596
==== ====
</TABLE>
17. OTHER ASSETS
<TABLE>
<CAPTION>
1994 1993
------ ------
<S> <C> <C>
Noncurrent prepaid pensions $298 $248
Other noncurrent investments 76 60
Other 34 43
---- ----
$408 $351
==== ====
</TABLE>
F-23
<PAGE> 34
18. NOTES PAYABLE AND LONG-TERM DEBT
Notes payable consists of the following:
<TABLE>
<CAPTION>
1994 1993
------ ------
<S> <C> <C>
Commercial paper $401 $490
9.125% Notes - 100
Banks 20 59
Other 13 20
---- ----
$434 $669
==== ====
</TABLE>
The amount of unused lines of credit at July 31, 1994 approximates
$615. 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:
<TABLE>
<CAPTION>
Fiscal year maturities 1994 1993
---------------------- ------ ------
<S> <C> <C>
9.0% Notes due 1998 $100 $100
8.58%-8.75% Notes due 2001 ($50 redeemable in 1998) 100 100
8.875% Debentures due 2021 200 199
5.625% Notes due 2004 100 -
Other Notes due 1996-2006 (average interest
rate of 7.0%) 29 34
Capital lease obligations 31 29
---- ----
$560 $462
==== ====
</TABLE>
The cost to retire the company's long-term debt would have been $585
and $537 at July 31, 1994 and August 1, 1993, respectively.
Principal amounts of long-term debt mature as follows: 1995 - $12
(in current liabilities); 1996 - $24; 1997 - $4; 1998 - $105; 1999 -
$3; and beyond - $425.
Future minimum capital lease payments are $63, including implicit
interest of $27.
Information on financial instruments follows:
The company has two primary objectives in using derivative financial
instruments. The first is to minimize interest expense within an
acceptable range of fixed to variable rate debt ratios. To meet
this objective, the company may enter into interest rate swaps which
effectively readjust the fixed to variable rate ratio in response to
changes in interest rates or the overall level of debt. The second
objective is to hedge economic exposures on specific foreign
currency transactions.
The company uses a mix of equity, intercompany debt and local
currency borrowings to finance its international subsidiaries. The
risk associated with currency exposure is balanced against the
objective of minimizing the overall cost of financing.
F-24
<PAGE> 35
The company has entered into interest rate swap agreements with
financial institutions having a total notional principal of $300 at
July 31, 1994 and $200 at August 1, 1993. These were entered into
in order to reduce interest expense.
In addition, the company has several swap agreements with financial
institutions which cover both interest rates and foreign currencies.
These agreements had a total notional principal of $10 and $35 at
July 31, 1994 and August 1, 1993, respectively, and were entered
into to hedge Australian and European currency exposures arising
from strategies which replaced local currency debt with lower cost
financing from the U.S.
The cost to settle all interest and foreign currency swaps was $20
at July 31, 1994, of which $8 was accrued at year end. The company
is exposed to credit loss in the event of nonperformance by the
counter parties; 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 31, 1994, the company had contracts to purchase or sell
approximately $31 in foreign currency versus $49 at August 1, 1993.
The contracts are mostly for Canadian and European currencies and
have maturities through 1995.
19. OTHER LIABILITIES
<TABLE>
<CAPTION>
1994 1993
------ ------
<S> <C> <C>
Deferred income taxes $211 $164
Restructuring reserves - 200
Minority interests 121 105
Postemployment benefits 17 19
Other liabilities 27 23
---- ----
$376 $511
==== ====
</TABLE>
As of July 31, 1994, restructuring reserves are classified as
current liabilities.
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 Board of Directors authorized a 2-for-1 split of the company's
Capital Stock effective December 2, 1991. All shares and per share
amounts have been adjusted to reflect the stock split.
F-25
<PAGE> 36
The following summarizes the activity in the company's 1984
long-term incentive plan:
<TABLE>
<CAPTION>
1994 1993 1992
------ ------ ------
(thousands of shares)
<S> <C> <C> <C>
RESTRICTED SHARES
Granted 19 374 66
STOCK OPTION PLANS
Beginning of year 9,261 10,142 10,284
Granted 1,377 1,239 1,199
Exercised (604) (1,858) (801)
Terminated (119) (262) (540)
----- ----- ------
End of year 9,915 9,261 10,142
===== ===== ======
Exercisable at end of year 8,479 8,333 7,517
===== ===== ======
</TABLE>
<TABLE>
<CAPTION>
(per share prices)
<S> <C> <C> <C>
Granted $36.63 $43.79 $35.46
Exercised $21.14 $18.59 $17.04
Not exercised: Low $ 9.58 $ 7.34 $7.34
High $43.81 $43.81 $43.06
Average $30.41 $28.99 $25.26
</TABLE>
As of July 31, 1994, 5.3 million shares remain available for grant
under the 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
<TABLE>
<CAPTION>
1994 1993 1992
------ ---- ----
<S> <C> <C> <C>
Interest paid, net of amounts capitalized $ 77 $ 87 $108
Interest received $ 13 $ 9 $ 15
Income taxes paid $271 $305 $236
Capital lease obligations incurred $ 6 $ 5 $ 25
</TABLE>
F-26
<PAGE> 37
22. QUARTERLY DATA (UNAUDITED)
<TABLE>
<CAPTION>
1994
------
FIRST SECOND THIRD FOURTH
----- ------ ----- ------
<S> <C> <C> <C> <C>
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
</TABLE>
<TABLE>
<CAPTION>
1993
------
First Second Third Fourth
----- ------ ----- ------
<S> <C> <C> <C> <C>
Net sales $1,695 $1,789 $1,632 $1,470
Cost of products sold 1,054 1,081 1,018 875
Earnings before cumulative effect
of accounting changes 151 (121) 105 122
Cumulative effect of accounting changes 249 - - -
------- -------- -------- --------
Net earnings (98) (121) 105 122
======= ======= ======= =======
Per share
Earnings before cumulative effect
of accounting changes .60 (.48) .42 .48
Cumulative effect of accounting
changes (.99) - - -
------- -------- -------- --------
Net earnings (.39) (.48) .42 .48
======= ======= ======= =======
Dividends .195 .22 .25 .25
======= ======= ======= =======
Market price
High 43.13 45.25 45.38 42.50
Low 36.38 39.88 37.13 35.25
</TABLE>
F-27
<PAGE> 38
FINANCIAL STATEMENT SCHEDULES
- -----------------------------
SCHEDULE V
CAMPBELL SOUP COMPANY AND CONSOLIDATED SUBSIDIARIES
Property, Plant and Equipment at Cost
-------------------------------------
(millions)
<TABLE>
<CAPTION>
Machinery Projects
and in
Land Buildings Equipment Progress Total
------ --------- --------- -------- ---------
<S> <C> <C> <C> <C> <C>
Balance at July 28, 1991 $ 56 $ 758 $1,780 $328 $2,922
Additions 10 161 297 (107) 361
Acquired assets* - 6 7 - 13
Retirements and sales (2) (36) (106) - (144)
Translation adjustments 3 20 32 2 57
----- ------- ------- ----- -------
Balance at August 2, 1992 67 909 2,010 223 3,209
Additions 1 44 250 76 371
Acquired assets* 43 87 142 - 272
Reitrements and sales (2) (54) (105) (1) (162)
Translation adjustments (4) (33) (64) (4) (105)
----- ------- ------- ----- -------
Balance at August 1, 1993 105 953 2,233 294 3,585
ADDITIONS 3 153 374 (109) 421
ACQUIRED ASSETS* - 2 5 - 7
RETIREMENTS AND SALES (2) (30) (175) (1) (208)
TRANSLATION ADJUSTMENTS 4 14 24 1 43
----- ------- ------- ----- -------
BALANCE AT JULY 31, 1994 $110 $1,092 $2,461 $185 $3,848
===== ======= ======= ===== =======
</TABLE>
*See "Acquisitions" in Notes to Consolidated Financial Statements.
S-1
<PAGE> 39
SCHEDULE VI
CAMPBELL SOUP COMPANY AND CONSOLIDATED SUBSIDIARIES
Accumulated Depreciation and Amortization of Property, Plant and Equipment
--------------------------------------------------------------------------
(millions)
<TABLE>
<CAPTION>
Machinery
and
Buildings Equipment Total
--------- --------- ----------
<S> <C> <C> <C>
Balance at July 28, 1991 $281 $ 851 $1,132
Additions charged to income 36 164 200
Retirements and sales (20) (87) (107)
Translation adjustments 5 13 18
----- ------- -------
Balance at August 2, 1992 302 941 1,243
Additions charged to income 37 186 223
Retirements and sales (28) (83) (111)
Translation adjustments (9) (26) (35)
----- ------- -------
Balance at August 1, 1993 302 1,018 1,320
ADDITIONS CHARGED TO INCOME 37 200 237
RETIREMENTS AND SALES (8) (112) (120)
TRANSLATION ADJUSTMENTS 3 7 10
----- ------- -------
BALANCE AT JULY 31, 1994 $334 $1,113 $1,447
===== ======= =======
</TABLE>
S-2
<PAGE> 40
SCHEDULE IX
CAMPBELL SOUP COMPANY AND CONSOLIDATED SUBSIDIARIES
Short-term Borrowings
---------------------
(millions)
<TABLE>
<CAPTION>
Information on short-term borrowings follows:
1994 1993 1992
------ ------ ------
<S> <C> <C> <C>
Maximum amount payable at end of any month
during the year $719 $737 $269
Approximate average amount outstanding
during the year $535 $416 $179
Weighted average interest rate at year-end
4.5% 3.6% 6.2%
Approximate weighted average interest rate
during the year 3.8% 4.2% 7.0%
</TABLE>
See footnote 18 for a description of the general terms of short-term
borrowings.
S-3
<PAGE> 41
INDEX OF EXHIBITS
-----------------
<TABLE>
<CAPTION>
Document Page
- -------- ----
<S> <C> <C>
3(a) Campbell's Restated Certificate of Incorporation as amended through November 21, 1991, 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.
3(b) Campbell's By-Laws, effective as of November 18, 1993. E-1
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 Shareowners' Voting Trust Agreement dated June 2, 1990, as amended, was filed with the SEC by
the Trustees of the Major Shareowners' 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 May 27, 1993, was filed with the
SEC with Campbell's 10-K for the fiscal year ended August 1, 1993, and is incorporated herein by
reference.
10(b) Campbell Soup Company Management Worldwide Incentive Plan, as amended on September 26, 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(c) Deferred Compensation Plan for Directors, as amended on 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(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 for Executives, as amended on March 28, 1991, was filed with
the SEC with Campbell's Form 10-K for the fiscal year ended July 28, 1991, and is incorporated herein
by reference.
10(f) Financial Planning Services for Executives was filed with the SEC with Campbell's Form 10-K for the
fiscal year ended July 31, 1988, and is incorporated herein by reference.
10(g) Supplemental Post Retirement Benefit Plan for Selected Major Executives, as amended on January 25,
1990, 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(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.
</TABLE>
I-1
<PAGE> 42
INDEX OF EXHIBITS (cont'd.)
-----------------
<TABLE>
<CAPTION>
Document Page
- -------- ----
<S> <C> <C>
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 nine (9) other Executive Officers
are in all material respects the same as that with Mr. John M. Coleman.
22 Subsidiaries (Direct and Indirect) of Campbell. E-7
24 Consent of Independent Accountants. E-8
25(a) Power of Attorney. E-9
25(b) Certified copy of the resolution of Campbell's Board of Directors authorizing signatures pursuant to E-10
a power of attorney.
27 Financial Data Schedule E-12
</TABLE>
I-2
<PAGE> 1
EXHIBIT 3(b)
CAMPBELL SOUP COMPANY
-----------------------
BY-LAWS
-----------------------
EFFECTIVE NOVEMBER 18, 1993
E-1
<PAGE> 2
CAMPBELL SOUP COMPANY
BY-LAWS
----------------------
ARTICLE I.
STOCKHOLDERS
Section 1. The annual meeting of the stockholders of the Corporation
shall be held at the principal office of the Corporation in New Jersey, or
at such other place, within or without New Jersey, as may from time to time
be designated by the Board of Directors and stated in the notice of the
meeting, on the third Thursday in November in each year (or if said day be
a legal holiday, then on the next succeeding day, not earlier than the
following Tuesday, not a legal holiday), at such time as may be fixed by
the Board of Directors, for the purpose of electing directors of the
Corporation, and for the transaction of such other business as may properly
be brought before the meeting.
Section 2. Special meetings of the stockholders shall be held at the
principal office of the Corporation in New Jersey, or at such other place,
within or without New Jersey, as may from time to time be designated by the
Board of Directors and stated in the notice of the meeting, upon the call
of the Chairman of the Board or of the President, or upon the call of a
majority of the members of the Board of Directors, and shall be called upon
the written request of stockholders of record holding a majority of the
capital stock of the Corporation issued and outstanding and entitled to
vote at such meeting.
Section 3. Notice of the time and place of every meeting of
stockholders shall be delivered personally or mailed at least ten but not
more than sixty calendar days before the meeting to each stockholder of
record entitled to vote at the meeting.
Section 4. The holders of record of a majority of the shares of the
capital stock of the Corporation issued and outstanding and entitled to
vote, present in person or represented by proxy, shall constitute a quorum
at all meetings of the stockholders. If there be no such quorum present,
the holders of a majority of such shares so present or represented may
adjourn the meeting from time to time, without notice other than
announcement at the meeting, until such quorum shall have been obtained,
when any business may be transacted which might have been transacted at the
meeting as first convened, had there been a quorum. Once a quorum is
established, the stockholders present in person or by proxy may continue to
do business until adjournment, notwithstanding the withdrawal of enough
stockholders to leave less than a quorum.
Section 5. The Board of Directors shall in advance of each meeting
of stockholders appoint one or more inspectors of election, to act unless
the performance of the inspector's function shall be unanimously waived by
the stockholders present in person or represented by proxy at such meeting.
Each inspector, before entering upon the discharge of his duties, shall
first take and subscribe an oath or affirmation to execute the duties of
inspector as prescribed by law at such meeting with strict impartiality and
according to the best of his ability. The inspector or inspectors shall
take charge of the polls and shall make a certificate of the results of the
vote taken. No director or candidate for the office of director shall be
appointed as such inspector.
Section 6. All meetings of the stockholders shall be presided over
by the Chairman of the Board, or if he shall not be present, by the Vice
Chairman of the Board. If neither the Chairman of the Board nor the Vice
Chairman of the Board shall be present, such meeting shall be presided over
by the President. If none of the Chairman of the Board, the Vice Chairman
of the Board and the President shall be present, such meeting shall be
presided over by a Vice President, or if none shall be present, then by a
Chairman to be elected by the holders of a majority of the shares present
or represented at the meeting.
The Secretary of the Corporation, or if he is not present, an
Assistant Secretary of the Corporation, if present, shall act as secretary
of the meeting. If neither the Secretary nor an Assistant Secretary is
present, then the Chairman shall appoint a Secretary of the meeting.
Section 7. The Board of Directors shall fix in advance a date, not
exceeding sixty nor less than ten calendar days preceding the date of any
meeting of the stockholders or the date for the payment of any dividend, or
the date for the allotment of rights, or the date
E-2
<PAGE> 3
when any change or conversion or exchange of stock shall go into effect, as
a record date for the determination of the stockholders entitled to notice
of and to vote at any such meeting, or entitled to receive payment of any
such dividend, or any such allotment of rights, or to exercise the rights
in respect of any such change, conversion or exchange of stock, and in such
case only stockholders of record on the date so fixed shall be entitled to
such notice of and to vote at such meeting, or to receive payment of such
dividend, or allotment of rights, or exercise such rights, as the case may
be, notwithstanding any transfer of any stock on the books of the
Corporation after any such record date fixed as aforesaid.
ARTICLE II.
DIRECTORS
Section 1. The business and property of the Corporation shall be
managed and controlled by a board of fifteen directors. This number may be
changed from time to time by amendment of these By-Laws, but the term of
office of no director shall be shortened after his or her election by
reduction in the number of directors.
Upon election each director shall be the holder of at least one
hundred shares of the Corporation's capital stock having voting power and
within one year of election shall be the holder of at least one thousand
shares of capital stock. In the event the number of shares of capital
stock is increased at any time after January 28, 1993, by a stock split,
stock dividend, or by any other extraordinary distribution of shares, the
one thousand shares ownership requirement shall be proportionately
adjusted. The director, upon ceasing to hold the required number of
shares, shall cease to be a director.
The directors shall hold office until the next annual meeting of the
stockholders and until their successors are elected and shall have
qualified.
Section 2. Regular meetings of the Board of Directors shall be held
at such times and at such places as may from time to time be fixed by
resolution of the Board of Directors. Special meetings of the Board of
Directors may be held at any time upon call of the Chairman of the Board or
of the Vice Chairman of the Board or of the President or of three
directors. Oral, telegraphic or written notice of the time and place of a
special meeting shall be duly served on, or given or sent or mailed to,
each director not less than two calendar days before the meeting. An
organizational meeting of the Board of Directors shall be held, of which no
notice shall be necessary, as soon as convenient after the annual meeting
of the stockholders. Notice need not be given of regular meetings of the
Board of Directors held at the times fixed by resolution of the Board of
Directors. Meetings may be held at any time without notice if all of the
directors are present or if those not present waive notice of the meeting
in writing.
Section 3. Six members of the Board of Directors shall constitute a
quorum for the transaction of business. If at any meeting of the Board of
Directors there shall be less than a quorum present, a majority of the
directors present may adjourn the meeting from time to time, without notice
other than announcement at the meeting, until a quorum shall have been
obtained, when any business may be transacted which might have been
transacted at the meeting as first convened, had there been a quorum.
Section 4. Any vacancy occurring among the directors may be filled
by the affirmative vote of a majority of the remaining members of the Board
of Directors at the time in office; provided that in case of an increase in
the number of directors pursuant to an amendment to these By-Laws made by
the stockholders, the stockholders may fill the vacancy or vacancies so
created at the meeting at which such amendment is effected or may authorize
the Board of Directors to fill such vacancy or vacancies.
Section 5. The Board of Directors, by an affirmative vote of a
majority of the members of the Board of Directors at the time in office,
may appoint an Executive Committee to consist of such directors as the
Board of Directors may from time to time determine. The Executive
Committee shall have and may exercise, when the Board of Directors is not
in session, all of the powers vested in the Board of Directors, except as
otherwise provided by law. The Board of Directors shall have the power at
any time to fill vacancies in, to change the membership of, or to dissolve,
the Executive Committee. The Executive Committee may make rules for the
conduct of its business and may appoint such committees and assistants as
it shall from time to time deem necessary, unless the Board of Directors
shall otherwise provide. A majority of the members of the Executive
Committee at the time in office shall constitute a quorum for the
transaction of business. A record shall be kept of all proceedings of the
Executive Committee which shall be submitted to the Board of Directors at
or before the next succeeding meeting of the Board of Directors.
E-3
<PAGE> 4
Section 6. The Board of Directors may appoint one or more other
committees, to consist of such number of the directors and to have such
powers as the Board of Directors may from time to time determine. The
Board of Directors shall have power at any time to fill vacancies in, to
change the membership of, or to dissolve, any such committee. A majority
of any such committee may determine its action and fix the time and place
of its meetings, unless the Board of Directors shall otherwise provide.
Section 7. In addition to reimbursement of reasonable expenses
incurred in attending meetings or otherwise in connection with his or her
attention to the affairs of the Corporation, each director as such, as
Chairman or Vice Chairman of the Board and as a member of the Executive
Committee or of any other committee of the Board of Directors, shall be
entitled to receive such remuneration as may be fixed from time to time by
the Board of Directors, in the form either of fees for attendance at
meetings of the Board of Directors and committees thereof or annual
retainers, or both; but no director who receives a salary or other
remuneration as an employee of the Corporation or any subsidiary thereof
shall receive any additional remuneration as a director or member of any
committee of the Board of Directors.
ARTICLE III.
OFFICERS
Section 1. The Board of Directors, at its organizational meeting or
as soon as may be after the election of directors held in each year, shall
elect one of its number Chairman of the Board and one of its number
President, and shall also elect a Secretary and a Treasurer, and from time
to time may elect or appoint one of its number Vice Chairman of the Board,
one or more Vice Presidents, a Controller, and such Assistant Secretaries,
Assistant Treasurers and other officers, agents and employees as it may
deem proper. More than one office may be held by the same person.
Section 2. The term of office of all officers shall be until the
next organizational meeting of the Board of Directors or until their
respective successors are elected and have qualified, but any officer may
be removed from office at any time by the affirmative vote of a majority of
the members of the Board of Directors at the time in office.
Any other employee of the Corporation, whether appointed by the Board
of Directors or otherwise, may be removed at any time by the Board of
Directors or by any committee or officer or employee upon whom such power
of removal may be conferred by the By-Laws or by the Board of Directors.
The Board of Directors shall have power to fill for the unexpired
term any vacancy which shall occur in any office by reason of death,
resignation, removal or otherwise.
Section 3. The Chairman of the Board shall preside at all meetings
of the stockholders and of the Board of Directors and shall perform such
other duties as shall from time to time be prescribed by the Board of
Directors.
The Vice Chairman of the Board shall in the absence of the Chairman
of the Board preside at all meetings of the stockholders and of the Board
of Directors and shall perform such other duties as shall from time to time
be prescribed by the Board of Directors or the Chairman of the Board.
The President shall be the Chief Executive Officer of the Corporation
and shall perform such duties as are usually performed by that officer; he
shall, in the absence of the Chairman and Vice Chairman of the Board,
preside at all meetings of the stockholders and of the Board of Directors;
and shall perform such other duties as shall from time to time be
prescribed by the Board of Directors.
The other officers of the Corporation shall have such powers and
shall perform such duties as generally pertain to their offices
respectively, as well as such powers and duties as shall from time to time
be conferred by the Board of Directors.
E-4
<PAGE> 5
ARTICLE IV.
INDEMNIFICATION OF DIRECTORS AND OTHERS
Section 1. The Corporation shall indemnify to the full extent from
time to time permitted by law any present, former or future director,
officer, or employee ("Corporate Agent") made, or threatened to be made, a
party to, or a witness or other participant in, any threatened, pending or
completed action, suit or proceeding, whether civil, criminal,
administrative, arbitrative, legislative, investigative, or of any other
kind, including by or in the right of the Corporation ("Proceeding"), by
reason of the fact that such person is or was a Corporate Agent of the
Corporation or any subsidiary of the Corporation or, while serving as a
Corporate Agent of the Corporation or any subsidiary of the Corporation,
serves or served another enterprise (including, without limitation, any
sole proprietorship, association, corporation, partnership, joint venture
or trust), whether or not for profit, at the request of the Corporation as
a director, officer, employee or agent thereof (including service with
respect to any employee benefit plan of the Corporation or any subsidiary
of the Corporation), against expenses (including attorneys' fees),
judgments, fines, penalties, excise taxes and amounts paid in settlement,
actually and reasonably incurred by such person in connection with such
Proceeding or any appeal therein. No indemnification pursuant to this
Article IV shall be required with respect to any settlement or other
nonadjudicated disposition of any threatened or pending Proceeding unless
the Corporation has given its prior consent to such settlement or other
disposition.
Section 2. Expenses incurred in connection with a Proceeding shall
be paid by the Corporation for any Corporate Agent of the Corporation in
advance of the final disposition of such Proceeding promptly upon receipt
of an undertaking by or on behalf of such person to repay such amount
unless it shall ultimately be determined that such person is entitled to be
indemnified by the Corporation. Such an undertaking shall not, however, be
required of a nonparty witness.
Section 3. The foregoing indemnification and advancement of expenses
shall not be deemed exclusive of any other rights to which any person
indemnified may be entitled.
Section 4. The rights provided to any person by this Article IV
shall be enforceable against the Corporation by such person, who shall be
presumed to have relied upon it in serving or continuing to serve as a
Corporate Agent. No elimination of or amendment to this Article IV shall
deprive any person of rights hereunder arising out of alleged or actual
occurrences, acts or failures to act occurring prior to such elimination or
amendment. The rights provided to any person by this Article IV shall
inure to the benefit of such person's legal representative and shall be
applicable to Proceedings commenced or continuing after the adoption of
this Article IV, whether arising from acts or omissions occurring before or
after such adoption.
Section 5. The Corporation's Board of Directors may from time to
time delegate
(i) to a Committee of the Board of Directors of the Corporation or to
independent legal counsel the authority to determine whether a
Director or officer of the Corporation, and
(ii) to one or more officers of the Corporation the authority to
determine whether an employee of the Corporation or any subsidiary,
other than a Director or officer of the Corporation,
is entitled to indemnification or advancement of expenses pursuant to, and
in accordance with, applicable law and this Article IV, subject to such
conditions and limitations as the Board of Directors may prescribe.
ARTICLE V.
FISCAL YEAR
The fiscal year shall begin in each calendar year on the Monday
following the Sunday which is nearest to July 31, and shall end on the
Sunday which is nearest to July 31 of the following year.
E-5
<PAGE> 6
ARTICLE VI.
CORPORATE SEAL
The Board of Directors shall provide a suitable seal, bearing the
name of the Corporation, which seal shall be in the charge of the
Secretary; provided that the use of a facsimile of such seal is hereby
authorized.
ARTICLE VII.
AMENDMENT
The Board of Directors shall have the power to make, amend and repeal
the By-Laws of the Corporation by a vote of a majority of the members of
the Board of Directors at the time in office at any regular or special
meeting of the Board of Directors. The stockholders, by a majority of the
votes cast at a meeting of the stockholders, may adopt, alter, amend or
repeal the By-Laws, whether made by the Board of Directors or otherwise.
E-6
<PAGE> 1
EXHIBIT 22
----------
SUBSIDIARIES (DIRECT AND INDIRECT) OF CAMPBELL
<TABLE>
<CAPTION>
NAME OF SUBSIDIARY AND NAME JURISDICTION OF
UNDER WHICH IT DOES BUSINESS INCORPORATION
- ---------------------------- ---------------
<S> <C>
Arnotts Limited Australia
Campbell Finance Corp. Delaware
Campbell Investment Company Delaware
Campbell Sales Company New Jersey
Campbell Soup Company Ltd--Les Soupes Campbell Ltee Canada
Campbell's Australasia Pty. Limited Australia
Campbell's de Mexico, S.A. de C. V. Mexico
Campbell's Fresh, Inc. Ohio
Campbell's U.K. Limited England
Compania Envasadora Loreto, S.A. Spain
Godiva Chocolatier, Inc. New Jersey
Herider Farms, Inc. Texas
Joseph Campbell Company New Jersey
N.V. Biscuits Delacre S.A. Belgium
N.V. Campbell Food & Confectionery Coordination Center Continental Europe S.A. Belgium
N.V. Godiva Belgium S.A. Belgium
Pepperidge Farm, Incorporated Connecticut
Sanwa Foods, Inc. California
Societe Francaise des Biscuits Delacre S.A. France
Swift-Armour Sociedad Anonima Argentina Argentina
Vlasic Foods, Inc. Michigan
</TABLE>
The foregoing does not constitute a complete list of all subsidiaries of
the registrant. The subsidiaries which have been omitted do not, in the
aggregate, (i) represent more than 10% of the assets of Campbell and its
consolidated subsidiaries, (ii) contribute more than 10% of the total sales
and revenues of Campbell and its consolidated subsidiaries or (iii)
contribute more than 10% of the income before taxes and extraordinary items
of Campbell and its consolidated subsidiaries. Campbell owns 61% of the
outstanding shares of Arnotts Limited.
E-7
<PAGE> 1
EXHIBIT 24
----------
CONSENT OF INDEPENDENT ACCOUNTANTS
----------------------------------
We hereby consent to the incorporation by reference in the Registration
Statements on Form S-8 (Nos. 33-26444, 33-19154, 33- 39032, 33-14009 and
2-94047) of Campbell Soup Company of our report dated September 7, 1994
appearing on page F-9 of this Form 10-K.
PRICE WATERHOUSE LLP
Thirty South Seventeenth Street
Philadelphia, Pennsylvania 19103
October 7, 1994
E-8
<PAGE> 1
EXHIBIT 25(a)
-------------
POWER OF ATTORNEY
-----------------
FORM 10-K ANNUAL REPORT FOR FISCAL 1994
---------------------------------------
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints John M. Coleman and John J. Furey, each of
them, until December 31, 1994, their true and lawful attorneys-in-fact and
agents, with full power of substitution and revocation, for them and in
their name, place and stead, in any and all capacities, to sign Campbell
Soup Company's Form 10-K Annual Report to the Securities and Exchange
Commission for the fiscal year ended July 31, 1994, and any amendments
thereto, and to file the same with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, full power and
authority to do and perform each and every act and thing requisite and
necessary to be done, as fully to all intents and purposes as he or she
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents may lawfully do or cause to be done by virtue
hereof.
CAMPBELL SOUP COMPANY
---------------------
<TABLE>
<CAPTION>
Signature Dated as of September 22, 1994
--------- ------------------------------
<S> <C>
/s/ Alva A. App /s/ Philip E. Lippincott
- ----------------------------------- -----------------------------------
Alva A. App Philip E. Lippincott
/s/ Robert A. Beck /s/ Mary Alice Malone
- ----------------------------------- -----------------------------------
Robert A. Beck Mary Alice Malone
/s/ Edmund M. Carpenter /s/ Charles H. Mott
- ----------------------------------- -----------------------------------
Edmund M. Carpenter Charles H. Mott
/s/ Bennett Dorrance /s/ Ralph A. Pfeiffer, Jr.
- ---------------------------------- -----------------------------------
Bennett Dorrance Ralph A. Pfeiffer, Jr.
/s/ John T. Dorrance, III /s/ Donald M. Stewart
- ---------------------------------- -----------------------------------
John T. Dorrance, III Donald M. Stewart
/s/ Thomas W. Field, Jr. /s/ George Strawbridge, Jr.
- ----------------------------------- -----------------------------------
Thomas W. Field, Jr. George Strawbridge, Jr.
/s/ David W. Johnson /s/ Robert J. Vlasic
- ----------------------------------- -----------------------------------
David W. Johnson Robert J. Vlasic
/s/ Charlotte C. Weber
-----------------------------------
Charlotte C. Weber
</TABLE>
E-9
<PAGE> 1
EXHIBIT 25(b)
-------------
CAMPBELL SOUP COMPANY
---------------------
CERTIFICATION
-------------
I, the undersigned Corporate Secretary of Campbell Soup Company,
a New Jersey corporation, certify that the attached document, entitled
"FORM 10-K ANNUAL REPORT"
-------------------------
is a true copy of a resolution adopted by the Board of Directors of
Campbell Soup Company on September 22, 1994, at a meeting throughout which
a quorum was present, and that the same is still in full force and effect.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the
seal of Campbell Soup Company this 7th day of October, 1994.
/s/ John J. Furey
---------------------------
Corporate Secretary
E-10
<PAGE> 2
EXHIBIT 25(b)
-------------
(Cont'd)
CAMPBELL SOUP COMPANY
---------------------
Board of Directors Resolution
-----------------------------
September 22, 1994
------------------
* * *
FORM 10-K ANNUAL REPORT
-----------------------
RESOLVED, that the Form 10-K Annual Report for fiscal 1994 of Campbell
Soup Company in the form presented to this meeting, is hereby approved.
FURTHER RESOLVED, that the Senior Vice President - Law and Public Affairs,
the Senior Vice President - Finance and Chief Financial Officer and the
Vice President - Controller of Campbell Soup Company are authorized to
execute the Form 10-K Annual Report for fiscal 1994 approved by this
resolution and to cause such Form 10-K to be filed with the Securities and
Exchange Commission pursuant to the Securities Exchange Act of 1934, with
such modifications as may be required by the Commission or as may be
desirable in the opinion of such officers.
FURTHER RESOLVED, that each of the directors, the Chairman, President and
Chief Executive Officer of Campbell Soup Company are each hereby authorized
to execute in their respective capacities, a power of attorney in favor of
John M. Coleman and John J. Furey designating each of them as the true and
lawful attorneys-in-fact and agents of the signatory with full power and
authority to execute and to cause to be filed with the Securities and
Exchange Commission the Form 10-K Annual Report for fiscal 1994 with all
exhibits and other documents in connection therewith as such
attorneys-in-fact, or either one of them, may deem necessary or desirable;
and to do and perform each and every act and thing necessary or desirable
to be done in and about the premises as fully to all intents and purposes
as such officers and directors could do themselves.
E-11
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> JUL-31-1994
<PERIOD-START> AUG-02-1993
<PERIOD-END> JUL-31-1994
<CASH> 94
<SECURITIES> 2
<RECEIVABLES> 607
<ALLOWANCES> 29
<INVENTORY> 786
<CURRENT-ASSETS> 1,601
<PP&E> 3,848
<DEPRECIATION> 1,447
<TOTAL-ASSETS> 4,992
<CURRENT-LIABILITIES> 1,665
<BONDS> 560
<COMMON> 20
0
0
<OTHER-SE> 1,969
<TOTAL-LIABILITY-AND-EQUITY> 4,992
<SALES> 6,690
<TOTAL-REVENUES> 6,690
<CGS> 3,978
<TOTAL-COSTS> 3,978
<OTHER-EXPENSES> 1,347
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 74
<INCOME-PRETAX> 963
<INCOME-TAX> 333
<INCOME-CONTINUING> 630
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 630
<EPS-PRIMARY> $2.51
<EPS-DILUTED> $2.51
</TABLE>
