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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1997
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NABISCO HOLDINGS CORP.
(Exact name of registrant as specified in its charter)
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<S> <C> <C>
DELAWARE 1-13556 13-3077142
(State or other (Commission file (I.R.S. Employer
jurisdiction of number) Identification No.)
incorporation or
organization)
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NABISCO, INC.
(Exact name of registrant as specified in its charter)
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<S> <C> <C>
NEW JERSEY 1-1021 13-1841519
(State or other (Commission file (I.R.S. Employer Identification
jurisdiction of number) No.)
incorporation or
organization)
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7 CAMPUS DRIVE
PARSIPPANY, NEW JERSEY 07054
(973) 682-5000
(Address, including zip code, and telephone number, including area code,
of the principal executive offices of Nabisco Holdings Corp. and Nabisco, Inc.)
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SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
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NAME OF EACH
EXCHANGE ON
WHICH
TITLE OF EACH CLASS REGISTERED
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NABISCO HOLDINGS CORP.
Class A Common Stock, par value $.01 per share New York
NABISCO, INC.
8.3% Notes due April 15, 1999 New York
8.0% Notes due January 15, 2000 New York
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SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
None
INDICATE BY CHECK MARK WHETHER THE REGISTRANTS (1) HAVE 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
REGISTRANTS WERE REQUIRED TO FILE SUCH REPORTS), AND (2) HAVE 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]
THE AGGREGATE MARKET VALUE OF VOTING STOCK HELD BY NON-AFFILIATES OF NABISCO
HOLDINGS CORP. ON FEBRUARY 27, 1998 WAS APPROXIMATELY $2.4 BILLION. ALL OF THE
STOCK OF NABISCO, INC. IS HELD BY NABISCO HOLDINGS CORP.
INDICATE THE NUMBER OF SHARES OUTSTANDING OF EACH OF THE REGISTRANTS'
CLASSES OF COMMON STOCK, AS OF THE LATEST PRACTICABLE DATE: FEBRUARY 27, 1998:
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NABISCO HOLDINGS CORP.: 51,064,723 SHARES OF CLASS A COMMON STOCK, PAR VALUE $.01 PER
SHARE
213,250,000 SHARES OF CLASS B COMMON STOCK, PAR VALUE $.01 PER
SHARE
NABISCO, INC.: 100 SHARES OF COMMON STOCK, PAR VALUE $2.50 PER SHARE
</TABLE>
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NABISCO, INC. MEETS THE CONDITIONS SET FORTH IN GENERAL INSTRUCTION J(1)(A)
AND (B) OF FORM 10-K AND IS THEREFORE FILING THIS FORM WITH THE REDUCED
DISCLOSURE FORMAT.
-------------------
DOCUMENTS INCORPORATED BY REFERENCE
PORTIONS OF THE DEFINITIVE PROXY STATEMENT OF NABISCO HOLDINGS CORP. TO BE FILED
WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO REGULATION 14A OF THE
SECURITIES EXCHANGE ACT OF 1934 ON OR PRIOR TO APRIL 30, 1998 ARE INCORPORATED
BY REFERENCE INTO PART III OF THIS REPORT.
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INDEX
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PAGE
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PART I
Item 1. Business........................................................................................ 1
(a) General Development of Business......................................................... 1
(b) Financial Information about Industry Segments........................................... 2
(c) Narrative Description of Business....................................................... 2
Other Matters......................................................................... 6
(d) Financial Information about Foreign and Domestic Operations............................. 7
Item 2. Properties...................................................................................... 7
Item 3. Legal Proceedings............................................................................... 7
Item 4. Submission of Matters to a Vote of Security Holders............................................. 7
Executive Officers of the Registrants........................................................... 8
PART II
Item 5. Market for Registrants' Common Equity and Related Stockholder Matters........................... 10
Item 6. Selected Financial Data......................................................................... 11
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations......................................................................... 13
Item 7a. Quantitative and Qualitative Disclosures About Market Risk...................................... 19
Item 8. Financial Statements and Supplementary Data..................................................... 20
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.......................................................................... 20
PART III
Item 10. Directors and Executive Officers of the Registrants............................................. 20
Item 11. Executive Compensation.......................................................................... 20
Item 12. Security Ownership of Certain Beneficial Owners and Management.................................. 20
Item 13. Certain Relationships and Related Transactions.................................................. 20
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K................................ 21
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PART I
ITEM 1. BUSINESS
(A) GENERAL DEVELOPMENT OF BUSINESS
The operating subsidiaries of Nabisco Holdings Corp. ("Nabisco Holdings")
comprise one of the largest food companies in the world. In the United States,
the packaged food business is conducted by Nabisco Holdings' subsidiary,
Nabisco, Inc. ("Nabisco"), the largest manufacturer and marketer of cookies and
crackers. Food operations outside the United States are conducted by Nabisco
International, Inc. ("Nabisco International") and Nabisco Ltd, subsidiaries of
Nabisco. For financial information with respect to operations in various
geographic locations, see Item 7, "Management's Discussion and Analysis of
Financial Condition and Results of Operations" and Note 15 to the consolidated
financial statements, and the related notes thereto, of Nabisco Holdings and
Nabisco as of December 31, 1997 and 1996 and for each of the years in the
three-year period ended December 31, 1997 (the "Consolidated Financial
Statements").
Nabisco Holdings was incorporated in Delaware in 1981 under the name of
Nabisco Brands, Inc. in connection with the combination of Nabisco, Inc., which
was incorporated in 1898 as the National Biscuit Company, and Standard Brands
Incorporated, which was incorporated in 1929 in connection with the combination
of The Fleischmann Company, Chase & Sanborn, Inc., Royal Baking Powder Company
and E.W. Gillette Company, Limited.
In 1985, Nabisco Holdings was acquired by RJR Nabisco, Inc. ("RJRN") and, in
1989, RJRN was acquired by RJR Nabisco Holdings Corp. ("RJRN Holdings").
On January 26, 1995, Nabisco Holdings completed the initial public offering
of 51,750,000 shares of its Class A Common Stock, par value $.01 per share (the
"Class A Common Stock"), at an initial offering price of $24.50 per share. RJRN
owns 100% of the outstanding Class B Common Stock, par value $.01 per share (the
"Class B Common Stock" and, together with the Class A Common Stock, the "Common
Stock"), which currently represents approximately 80.7% of the economic interest
in Nabisco Holdings and approximately 97.7% of the combined voting power of
Nabisco Holdings' outstanding Common Stock. In connection with the offering,
RJRN, RJRN Holdings and Nabisco Holdings entered into agreements to exchange
certain services, to establish tax sharing arrangements and to provide RJRN with
certain preemptive and registration rights with respect to securities of Nabisco
Holdings and Nabisco.
In recent years, subsidiaries of Nabisco Holdings have completed a number of
acquisitions to expand the domestic and international food businesses. In
December, 1997, Nabisco acquired the stock of Cornnuts, Inc., a manufacturer of
crispy corn kernel snacks.
During 1996, subsidiaries of Nabisco acquired the stock of the Mayco and
Capri biscuit businesses and the Vizzolini pasta business in Argentina, the
stock of Pilar, a Brazilian biscuit business, and the stock of Fontaneda, a
Spanish biscuit business. In addition, Nabisco formed the Nabisco Taiwan
Corporation which purchased the biscuit, confectionery and snack food assets of
a Taiwanese manufacturer.
In 1995, acquisitions included (i) certain trademarks and other assets of
Kraft Foods' U.S. and Canadian margarine and tablespreads business; (ii) certain
trademarks and other assets of Primo Foods Limited, a Canadian manufacturer of
dry pasta, canned tomatoes and other Italian food products; (iii) a 50% interest
in Royal Beech-Nut (Pty) Ltd., a South African subsidiary of Del Monte Royal
Foods Ltd., whose brands include Beechies, LifeSavers candy and Royal dessert
mixes; (iv) certain production assets of the Salerno Baking division of Sunshine
Biscuits; (v) the assets of Avare and Gumz, two Brazilian milk product companies
and (vi) certain trademarks and other assets of Galletera Tejerias, S.A., a
biscuit company in Venezuela.
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In recent years, subsidiaries of Nabisco Holdings sold a number of
businesses which no longer met strategic objectives. In 1997, Nabisco sold
certain domestic regional brands. In 1995, Nabisco sold the ORTEGA Mexican food
and the New York Style Bagel Chip businesses.
Nabisco will continue to assess its businesses to evaluate their consistency
with strategic objectives. Although Nabisco may acquire and divest additional
businesses in the future, no decisions have been made with respect to any such
acquisitions or divestitures. Under the provisions of existing credit
agreements, however, there are restrictions on the sale or disposition of all,
substantially all or any substantial portion of certain domestic businesses of
Nabisco. See Item 7, Management's Discussion and Analysis of Financial Condition
and Results of Operations.
During 1995, Nabisco Holdings and Nabisco completed a number of transactions
to repay and retire all intercompany debt with RJRN and enable Nabisco to obtain
long-term debt financing independent of RJRN. See Item 7, Management's
Discussion and Analysis of Financial Condition and Results of Operations.
(B) FINANCIAL INFORMATION ABOUT INDUSTRY SEGMENTS
During 1995, 1996 and 1997, Nabisco engaged in the food business and related
activities only. Accordingly, no separate industry segment information is
provided.
(C) NARRATIVE DESCRIPTION OF BUSINESS
Nabisco's businesses in the United States are comprised of the Nabisco
Biscuit Company and the U.S. Foods Group (collectively, the "Domestic Food
Group"). The U.S. Foods Group is comprised of the Sales & Integrated Logistics
Group and the Specialty Products, LifeSavers, Planters, Tablespreads and Food
Service Companies. Nabisco's businesses outside the United States are conducted
by Nabisco Ltd and Nabisco International, Inc. ("Nabisco International" and
together with Nabisco Ltd, the "International Food Group").
Food products are sold under trademarks owned or licensed by Nabisco and
brand recognition is considered essential to their successful marketing. None of
Nabisco's customers accounted for more than 10% of sales for 1997.
DOMESTIC FOOD GROUP OPERATIONS
NABISCO BISCUIT COMPANY. Nabisco Biscuit Company is the largest
manufacturer and marketer in the United States cookie and cracker industry with
eight of the top ten selling brands, each of which had annual net sales of over
$150 million in 1997. Overall, in 1997, Nabisco Biscuit had a 39.6% share of the
domestic cookie category and a 53.7% share of the domestic cracker category (in
the aggregate more than two times the share of its closest competitor) compared
to 41.0% and 55.8%, respectively, in 1996. Leading Nabisco Biscuit cookie brands
include OREO, CHIPS AHOY!, SNACKWELL'S and NEWTONS. Leading Nabisco Biscuit
cracker brands include RITZ, PREMIUM, NABISCO HONEY MAID GRAHAMS, TRISCUIT, AIR
CRISPS and WHEAT THINS.
OREO and CHIPS AHOY! are the two largest selling cookies in the United
States. OREO, the leading sandwich cookie, is Nabisco Biscuit's largest selling
cookie brand. Line extensions such as OREO DOUBLE STUFF, FUDGE COVERED OREO and
Reduced Fat OREO continue to increase the brand's appeal to targeted consumer
groups. CHIPS AHOY! is the leader in the chocolate chip cookie segment with line
extensions such as CHUNKY CHIPS AHOY! and CHEWY CHIPS AHOY!.
NEWTONS, the oldest Nabisco Biscuit cookie brand, is the fourth leading
cookie brand in the United States. In recent years, fat free and reduced calorie
varieties of Newtons, as well as NEWTONS COBBLERS, have been introduced.
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Nabisco Biscuit's cracker business is led by RITZ, the largest selling
cracker in the United States, as well as RITZ BITS, RITZ BITS SANDWICHES and
REDUCED FAT RITZ, all successful product line extensions which, together with
RITZ, accounted for 12.8% of cracker sales in the United States in 1997,
compared to 13.9% in 1996. PREMIUM, the oldest Nabisco cracker brand and the
leader in the saltine cracker segment, is joined by NABISCO HONEY MAID GRAHAMS,
TRISCUIT, AIR CRISPS and WHEAT THINS to comprise, along with RITZ, six of the
eight largest selling cracker brands in the United States. AIR CRISPS, launched
nationally in 1996, consists of a line of light crispy baked snacks in Ritz,
Cheese Nips, Wheat Thins, Pretzel and Potato varieties and has achieved sales
approaching $150 million in 1997.
Nabisco Biscuit's other cookie and cracker brands, which include NILLA,
NUTTER BUTTER, STELLA D'ORO, BETTER CHEDDARS, CHEESE NIPS AND BARNUM'S ANIMAL
CRACKERS, compete in consumer niche segments. Many are the first or second
largest selling brands in their respective segments.
In 1994, Nabisco Biscuit entered the breakfast snack aisle with the launch
of SNACKWELL'S cereal bars and granola bars along with the repositioning of
TOASTETTES toaster pastries. The line was expanded in 1996 and 1997 with new
cereal bar varieties. Nabisco introduced SNACKWELL'S fat free toaster pastries
and SNACKWELL'S granola bars in 1996.
Nabisco Biscuit's products are manufactured in 14 Nabisco Biscuit owned
facilities and in 17 facilities with which Nabisco Biscuit has production
agreements with co-packers. These facilities are located throughout the United
States. Nabisco Biscuit also operates a flour mill in Toledo, Ohio which
supplies over 85% of its flour needs.
Nabisco Biscuit's products are sold to major grocery and other large retail
chains through Nabisco Biscuit's direct store delivery system. The system is
supported by a distribution network utilizing 11 major distribution warehouses
and 111 shipping branches where shipments are consolidated for delivery to
approximately 87,000 separate delivery points.
U.S. FOODS GROUP
The U.S. Foods Group represents Nabisco's non-biscuit food operations in the
U.S. and is comprised of the following business units:
SALES & INTEGRATED LOGISTICS GROUP. The Sales & Integrated Logistics Group
handles sales and distribution for Specialty Products, LifeSavers, Planters, and
the Nabisco Tablespreads Companies and distribution for the Food Service
Company. It sells to retail grocery chains and warehouse clubs through
independent brokers and a direct sales force, and to drug stores, mass
merchandisers and other non-grocery retail outlets through a direct sales force.
The products are distributed from twenty distribution centers located throughout
the United States.
SPECIALTY PRODUCTS COMPANY. The Specialty Products Company manufactures and
markets a broad range of food products, with sauces and condiments, pet snacks,
hot cereals, healthy packaged egg products, dry mix desserts, and gelatins
representing the largest categories. Many of Specialty Products Company products
are first or second in their product categories. Well-known brand names include
A.1. steak sauces, GREY POUPON mustards, MILK-BONE pet snacks, CREAM OF WHEAT
hot cereals, EGGBEATERS healthy packaged egg product, ROYAL desserts and KNOX
gelatines.
Specialty Products' primary entries in the steak sauce and mustard segments
are A.1. and A.1. SWEET & TANGY steak sauces, the leading line of steak sauces,
and GREY POUPON mustards, which include the leading Dijon mustard.
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Specialty Products is the second largest manufacturer of pet snacks in the
United States with MILK-BONE dog biscuits and dog snacks. MILK-BONE products
include MILK-BONE ORIGINAL BISCUITS, FLAVOR SNACKS, SUPER PREMIUM BISCUITS, DOG
TREATS and DOGGIE BAG TREATS.
The Specialty Products Company, a leading manufacturer of hot cereals,
participates in the cook-on-stove and mix-in-bowl segments of the category.
CREAM OF WHEAT, the leading wheat-based hot cereal, and CREAM OF RICE
participate in the cook-on-stove segment. INSTANT CREAM OF WHEAT participates in
the mix-in-bowl segment and includes new varieties such as BANANA NUT BREAD.
Quaker Oats Company is the most significant participant in the hot cereal
category.
Specialty Products manufactures products in five plants and sources products
from a number of contract manufacturers.
LIFESAVERS COMPANY. The LifeSavers Company manufactures and markets
non-chocolate candy and gum primarily for sale in the United States. LifeSavers'
well-known brands include LIFE SAVERS candy, BREATH SAVERS sugar free mints,
CARE*FREE sugarless gum, ICE BREAKERS gum, BUBBLE YUM bubble gum, GUMMI SAVERS
fruit chewy candy, NOW & LATER fruit chewy taffy and FRUIT STRIPE gum. LIFE
SAVERS is the largest selling non-chocolate candy brand in the United States,
with a 1997 share of 5.2%, compared to 5.4% in 1996, of the non-chocolate candy
category. BREATH SAVERS is the largest selling sugar free breath mint in the
United States and BUBBLE YUM is the largest selling bubble gum in the United
States.
In 1997, LifeSavers introduced SNACKWELL'S chocolate candy, its first entry
into the sugared, reduced-fat chocolate candy segment.
LifeSavers manufactures its products in four owned plants and utilizes two
primary contract manufacturers.
PLANTERS COMPANY. The Planters Company produces and markets nuts and salty
snacks largely for sale in the United States, primarily under the PLANTERS
trademark. Planters, the only nut brand sold nationally, is the clear leader in
the packaged nut category. Planters' products are seasonally strongest in the
fourth quarter. Planters manufactures its products in four plants. In December
1997, the CORNNUTS line of crispy corn kernel snacks was acquired and added to
Planters.
FOOD SERVICE COMPANY. The Food Service Company utilizes a direct national
sales force to sell a variety of specially packaged food products of the
Domestic Food Group including cookies, crackers, confections, hot cereals,
sauces and condiments to the food service and vending machine industry.
NABISCO TABLESPREADS COMPANY. The Nabisco Tablespreads Company manufactures
and markets various margarines and spreads, and is the second largest margarine
producer in the United States. Nabisco Tablespreads participates in all segments
of the margarine category, with the BLUE BONNET, FLEISCHMANN'S and MOVE OVER
BUTTER brands. Nabisco Tablespreads strengthened its position in the margarine
category in 1995 with the October purchase of the Kraft Foods, Inc. margarine
business which includes the PARKAY, TOUCH OF BUTTER and CHIFFON brands. Nabisco
Tablespreads currently manufactures in two facilities and also sources products
from two contract manufacturers.
INTERNATIONAL FOOD GROUP OPERATIONS
NABISCO LTD. Nabisco Ltd conducts Nabisco's Canadian operations through its
Biscuit Division, Grocery Division and Food Service Division. Excluding private
label brands, the Biscuit Division produced all of the top ten cookies and nine
of the top ten crackers in Canada in 1997. Nabisco Ltd's cookie and cracker
brands in Canada include OREO, CHIPS AHOY!, SNACKWELL'S, FUDGEE-O, PEEK FREANS,
DAD'S, DAVID, PREMIUM PLUS, RITZ, AIR CRISPS, TRISCUIT and STONED WHEAT THINS.
These products are manufactured in five bakeries in Canada and are sold through
a direct store
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delivery system, utilizing 10 sales offices and distribution centers and a
combination of company trucks and common carriers. Nabisco Ltd also markets a
variety of single-serve cookies, crackers and salty snacks under such brand
names as MINI OREO, RITZ BITS SANDWICHES and CRISPERS.
Nabisco Ltd's Grocery Division produces and markets canned fruits and
vegetables, fruit juices and drinks, pet snacks, pasta and other Italian food
products. The Grocery Division is the leading canned fruit producer in Canada
and is the second largest canned vegetable producer in Canada. Canned fruits and
vegetables, fruit juices and drinks are marketed under the DEL MONTE trademark,
pursuant to a license from the Del Monte Corporation, and under the AYLMER
trademark. The Grocery Division also markets MILK-BONE pet snacks and MAGIC
baking powder, each a leading brand in Canada. Nabisco Ltd's Grocery Division
operated seven manufacturing facilities in 1997, five were devoted to canned
products, principally fruits and vegetables, one produced pet snacks and one
produced pasta. The Grocery Division's products are sold directly to retail
chains and are distributed through four regional warehouses. In 1995, Nabisco
Ltd acquired the PRIMO brand for dry pasta, canned tomatoes and other Italian
food products.
Nabisco Ltd's Food Service Division sells a variety of specially packaged
food products including cookies, crackers, canned fruits, vegetables, pasta and
condiments to non-grocery outlets. The Food Service Division has its own sales
and marketing organization and sources product from Nabisco Ltd's other
divisions.
NABISCO INTERNATIONAL. Nabisco International is a leading producer of
biscuits, powdered dessert and drink mixes, baking powder, pasta, juices, milk
products and other grocery items, as well as industrial yeast and bakery
ingredients. Nabisco International also exports a variety of Domestic Food Group
products to markets in Europe, the Middle East, Latin America, Africa and Asia
from the United States. Nabisco International operates one of the largest
multinational packaged food businesses in Latin America, with operations in 17
countries.
Nabisco International manufactures and markets biscuits and crackers under
the NABISCO, TERRABUSI, ARTIACH, MARBU and LUCKY brands, yeast and bakery
ingredients under the FLEISCHMANN'S brand, desserts, drink mixes and baking
powder under the ROYAL brand, processed milk products under the GLORIA brand,
juice under the MAGUARY brand, and canned fruits and vegetables under the DEL
MONTE brand pursuant to a license from the Del Monte Corporation.
Nabisco International's largest market is Brazil, where it operates 21
facilities. In biscuits, Nabisco International is the market leader in Spain,
Argentina, Venezuela, Puerto Rico, Nicaragua, Uruguay and Taiwan, and it holds
strong number two positions in Peru, Ecuador, other Central American markets and
the three major markets in China. Nabisco International is the market leader in
powdered desserts in Spain and most of Latin America, in the yeast category in
Brazil and certain other Latin American countries, in baking powder throughout
South America, and in canned vegetables in Venezuela.
Nabisco increased its Latin American biscuit operations through the
acquisitions of Companhia Produtos Pilar in Brazil, and Productos Mayco
S.A.I.C.I.F. and Productos Capri S.A.C.I.I. in Argentina during 1996, and
Galletera Tejerias, S.A. in Venezuela during 1995. Its pasta business was
strengthened in Argentina via the acquisition of Luis Vizzolini e Hijos,
S.A.I.C., and initiated in Brazil with the Pilar acquisition.
Nabisco International's products in Spain include biscuits marketed under
the ARTIACH and MARBU trademarks, powdered dessert mixes marketed under the
ROYAL trademark, and various other foods, including canned meats and juices. In
1996, it consolidated its market leadership position in biscuits with the
acquisition of Galletas Fontaneda, S.A.
In 1995, Nabisco International re-entered the South African market through
the acquisition of 50% of Royal Beech-Nut (Pty) Ltd., which it previously owned.
Royal Beech-Nut markets baking powder and powdered dessert mixes under the ROYAL
brand, chewing gum under the BEECHIES and CARE*FREE brands and candy under the
MANHATTAN, LIFESAVERS and BEECH-NUT brands.
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In Asia, Nabisco International continues to expand its Chinese biscuit
business through joint ventures in Beijing and a wholly-owned subsidiary in
Suzhou. The Beijing bakery was trebled in size and a greenfield plant in Suzhou
started up in 1996. In Indonesia, a greenfield plant, 70% owned by Nabisco and
30% owned by its partner and distributor, started up in 1996. Biscuit leadership
in Taiwan was gained in 1996 through the acquisition of the assets of Lucky
Enterprises Corporation Limited, the leading biscuit company in Taiwan.
Nabisco International's grocery products are sold to retail outlets through
its own local country sales forces and independent wholesalers and distributors.
Industrial yeast and bakery products are sold to the bakery trade through
Nabisco International's own local country sales forces and independent
distributors.
RAW MATERIALS
Various agricultural commodities constitute the principal raw materials used
by Nabisco in its food businesses. These raw materials are normally purchased
through supplier contracts, while the commodities market is utilized to hedge
prices for a large portion of anticipated future requirements. Prices of
agricultural commodities tend to fluctuate due to various seasonal, climatic and
economic factors which generally also affect Nabisco's competitors. The
Registrants believe that all of the raw materials for Nabisco products are in
plentiful supply and are readily available from a variety of independent
suppliers.
COMPETITION
Generally, the markets in which the Domestic Food Group and the
International Food Group conduct their business are highly competitive.
Competition consists of large domestic and international companies, local and
regional firms and generic and private label products of food retailers.
Competition is conducted on the basis of brand recognition, brand loyalty,
quality and price. Substantial advertising and promotional expenditures are
required to maintain or improve a brand's market position or to introduce a new
product.
The trademarks under which the Domestic Food Group and the International
Food Group market their products are generally registered in the United States
and other countries in which such products are sold and are generally renewable
indefinitely. Nabisco and certain of its subsidiaries have from time to time
granted various parties exclusive licenses to use one or more of their
trademarks in particular locations. Nabisco does not believe that such licensing
arrangements have a material effect on the conduct of its domestic or
international business.
OTHER MATTERS
ENVIRONMENTAL MATTERS
The U.S. Government and various state and local governments have enacted or
adopted laws and regulations concerning protection of the environment. The
regulations promulgated by the Environmental Protection Agency and other
governmental agencies under various statutes have resulted in, and will likely
continue to result in, annual expenditures of approximately $20 million for
pollution control, waste treatment, plant modification and similar activities.
Nabisco Holdings or certain of its subsidiaries have been named "potentially
responsible parties" with third parties under the Comprehensive Environmental
Response, Compensation and Liability Act ("CERCLA") or may have indemnification
obligations with respect to fifteen sites. Liability under CERCLA is joint and
several.
Nabisco and its subsidiaries have been engaged in a continuing program to
assure compliance with federal, state and local environmental laws and
regulations. Although it is difficult to identify precisely the estimated cost
of resolving these CERCLA matters, the Registrants do not expect such
expenditures or costs to have a material adverse effect on their financial
condition or results of their operations.
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EMPLOYEES
At December 31, 1997, Nabisco had approximately 53,000 full time employees.
Most of the unionized workers at Nabisco's domestic locations are represented
under a national contract with the Bakery, Confectionery and Tobacco Workers
International Union, which was ratified in August 1996 and which will expire in
August 2001. Other unions represent the employees at a number of Nabisco
locations. Nabisco Holdings believes that Nabisco's relations with these
employees and with their unions are good.
(D) FINANCIAL INFORMATION ABOUT FOREIGN AND DOMESTIC OPERATIONS
For information about foreign and domestic operations for the years 1995
through 1997, see "Geographic Data" in Note 15 to the Consolidated Financial
Statements.
ITEM 2. PROPERTIES
For information on properties, see Item 1. For additional information
pertaining to the location of Nabisco's assets as of December 31, 1997 and 1996,
see Note 15 to the Consolidated Financial Statements.
ITEM 3. LEGAL PROCEEDINGS
In the fourth quarter of 1995, purported RJRN Holdings' stockholders filed,
on their own behalf and derivatively on behalf of RJRN Holdings and Nabisco
Holdings, three putative class and derivative actions in the Court of Chancery
of the State of Delaware in and for New Castle County against members of the
RJRN Holdings' Board and RJRN Holdings and Nabisco Holdings, as nominal
defendants. The actions were consolidated in December 1995. The plaintiffs
allege, among other things, that the individual defendants breached their
fiduciary duty and wasted corporate assets by undertaking the debt exchange
offer and consent solicitation completed by RJRN and Nabisco in June 1995 and by
amending RJRN Holdings' By-Law provisions concerning the right to call
stockholder meetings and procedures for stockholder action by written consent in
August 1995. The plaintiffs allege that management took these and other actions
to obstruct wrongfully a spin-off of Nabisco Holdings, to enrich the defendants
at the expense of RJRN Holdings, its stockholders and Nabisco Holdings and to
entrench the defendants in the management and control of RJRN Holdings. By
agreement of the parties, the defendants' time to respond to the complaint in
these consolidated actions has been extended, most recently, to March 20, 1998.
RJRN Holdings believes that these allegations are without merit and, if
necessary, will defend these actions vigorously.
Nabisco Holdings and/or Nabisco are defendants in various lawsuits arising
in the ordinary course of business. In the opinion of management, the resolution
of these matters is not expected to have a material adverse effect on either
company's financial condition or results of operations. For additional
information relating to legal proceedings, see "Other Matters--Environmental
Matters" in Item 1.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
7
<PAGE>
EXECUTIVE OFFICERS OF THE REGISTRANTS
The following table sets forth certain information concerning the executive
officers of Nabisco Holdings and Nabisco:
<TABLE>
<CAPTION>
BUSINESS EXPERIENCE DURING PAST FIVE YEARS
NAME AGE AND OTHER INFORMATION
- ------------------------------ --- ---------------------------------------------------------------------------
<S> <C> <C>
James M. Kilts 50 President and Chief Executive Officer of Nabisco Holdings and of Nabisco
since January 1998; previously Executive Vice President-Worldwide Food of
Philip Morris Companies, 1994-March 1997; President of Kraft USA,
1989-1994. Member of the Board of Directors of Nabisco Holdings and of
Nabisco since January 1998.
Richard H. Lenny 46 Executive Vice President of Nabisco Holdings and of Nabisco and President
of Nabisco Biscuit Company since February 1998; previously President of
Pillsbury North America, November 1996-January 1998; President of
Pillsbury Specialty Brands, February 1995-November 1996; prior thereto,
Senior Vice President-Sales & Customer Service of Kraft Foods, May
1994-February 1995; Executive Vice President-Sales of Kraft USA, 1991-May
1994.
Douglas R. Conant 46 Executive Vice President of Nabisco Holdings and of Nabisco since June 1995
and President of Nabisco U.S. Foods Group since February 1997; previously
President of Sales & Integrated Logistics Group, 1994-June 1995; Senior
Vice President-Marketing of Nabisco Biscuit Company, 1993-1994.
Elizabeth R. Culligan 47 Executive Vice President of Nabisco Holdings and of Nabisco and President
of Nabisco International since February 1998; previously Senior Vice
President-Marketing of Nabisco Biscuit Company, September 1996-February
1998; prior thereto, President of Ciba Self-Medication North America,
September 1995-September 1996; General Manager and Vice President of
SmithKline Beecham Consumer Healthcare, Northern Europe, November
1994-August 1995; Managing Director, Northern Europe of Sterling Health,
1992-November 1994.
Joseph W. Farrelly 53 Executive Vice President and Chief Information Officer of Nabisco Holdings
and of Nabisco since April 1995; previously Senior Vice President and
Chief Information Officer of Nabisco Holdings, October 1994-April 1995,
and of Nabisco, 1992-April 1995.
James E. Healey 56 Executive Vice President and Chief Financial Officer of Nabisco Holdings
and of Nabisco since June 1997; prior thereto, Vice President and
Treasurer of Bestfoods (formerly CPC International), 1995-1997; and
Controller of Bestfoods, 1987-1995.
James A. Kirkman III 56 Executive Vice President, General Counsel and Secretary of Nabisco Holdings
and of Nabisco since April 1995; previously Senior Vice President,
General Counsel and Secretary of Nabisco Holdings, October 1994-April
1995, and of Nabisco, 1992-April 1995.
</TABLE>
8
<PAGE>
<TABLE>
<CAPTION>
BUSINESS EXPERIENCE DURING PAST FIVE YEARS
NAME AGE AND OTHER INFORMATION
- ------------------------------ --- ---------------------------------------------------------------------------
<S> <C> <C>
John F. Manfredi 57 Executive Vice President-Corporate Affairs of Nabisco Holdings and of
Nabisco since April 1995; previously Senior Vice President-Corporate
Affairs of Nabisco Holdings, October 1994-April 1995; Senior Vice
President-External and Government Affairs of Nabisco, 1992-April 1995.
Thomas G. McBrady 60 Executive Vice President-Operations of Nabisco Holdings and of Nabisco
since February 1998; previously Senior Vice President-Operations and
Technology of Nabisco Biscuit Company, 1988-February 1998.
Sandra E. Peterson 39 Executive Vice President-Research of Nabisco Holdings and of Nabisco since
April 1997; previously Senior Vice President-Research of Nabisco Holdings
and of Nabisco, April 1996-March 1997; prior thereto, Vice
President-Advanced Product Concepts of Whirlpool Corporation, October
1994-April 1996; Vice President, Strategic Analysis and Support of
Whirlpool Corporation, 1993-October 1994.
C. Michael Sayeau 52 Executive Vice President-Human Resources of Nabisco Holdings and of Nabisco
since April 1995; previously Senior Vice President-Human Resources of
Nabisco Holdings, October 1994-April 1995, and of Nabisco, 1992-April
1995.
Ian E. Lee-Leviten 47 Senior Vice President-Taxation of Nabisco Holdings and of Nabisco since
March 1997; previously Vice President-Taxation of Nabisco Holdings and of
Nabisco, February 1995-February 1997; prior thereto, Vice President-Tax
Planning and Audits of RJRN Holdings and of RJRN, 1989-February 1995.
Robert A. Schiffner, Jr. 48 Senior Vice President and Controller of Nabisco Holdings and of Nabisco
since March 1997; previously Vice President and Controller of Nabisco
Holdings and of Nabisco, April 1995-February 1997; Senior
Director-Finance and Business Development, Specialty Products Company,
January 1994-March 1995; Vice President-Planning and Trade Marketing,
Sales & Integrated Logistics Group, 1993.
Francis X. Suozzi 57 Senior Vice President and Treasurer of Nabisco Holdings and of Nabisco
since March 1997; previously Vice President and Treasurer of Nabisco
Holdings and of Nabisco, February 1995-February 1997; Vice President and
Assistant Treasurer of RJRN Holdings and of RJRN, March 1994-February
1995; prior thereto, Managing Director of First Intercontinental Group,
1991-1994.
</TABLE>
9
<PAGE>
PART II
ITEM 5. MARKET FOR REGISTRANTS' COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The Class A Common Stock of Nabisco Holdings commenced trading on the New
York Stock Exchange (the "NYSE") on January 20, 1995. There is no public trading
market for the Class B Common Stock of Nabisco Holdings, all of which is held by
RJRN. All of the common stock of Nabisco is held by Nabisco Holdings.
As of February 27, 1998, there were approximately 781 record holders of the
Class A Common Stock. The initial public offering price of the Class A Common
Stock was $24.50. The closing price on the NYSE of the Class A Common on
February 27, 1998 was $47 3/16.
The following table sets forth, for the calendar periods indicated, the high
and low sales prices per share for the Class A Common Stock on the NYSE
Composite Tape, as reported in the Wall Street Journal.
<TABLE>
<CAPTION>
1997 HIGH LOW
------ --------
<S> <C> <C> <C> <C>
First Quarter $44 1/2 $36 1/2
Second Quarter $43 1/2 $36
Third Quarter $43 7/8 $37 1/2
Fourth Quarter $48 1/2 $39 1/2
<CAPTION>
1996
<S> <C> <C> <C> <C>
First Quarter $36 7/8 $30
Second Quarter $36 1/4 $30 1/2
Third Quarter $35 5/8 $31 1/8
Fourth Quarter $40 1/4 $32 1/8
</TABLE>
On July 1, 1995, Nabisco Holdings paid an initial quarterly dividend of
$.1375 per share. Nabisco Holdings has paid quarterly dividends on each October
1, January 1, April 1, and July 1 since then. Commencing with the July 1, 1997
payment, the quarterly dividend was increased to $.175 per share or $.70 per
share on an annual basis.
The operations of Nabisco Holdings are conducted through Nabisco and its
subsidiaries, and therefore Nabisco Holdings is dependent on the earnings and
cash flow of Nabisco and its subsidiaries to satisfy its obligations and other
cash needs. For information concerning limitations on dividends, see Item 7,
"Management's Discussion and Analysis--Liquidity and Financial Condition" and
Note 9 to the Consolidated Financial Statements. Nabisco Holdings does not
believe that its credit arrangements will limit its ability to pay its
anticipated quarterly dividends. See Item 7, "Management's Discussion and
Analysis of Financial Condition and Results of Operations--Liquidity and
Financial Condition".
RJRN Holdings has advised Nabisco Holdings that its current intent is to
continue to hold all of the Class B Common Stock beneficially owned by RJRN
Holdings, and RJRN Holdings' board of directors has adopted policies setting
forth RJRN Holdings' intention not to make such a distribution prior to December
31, 1998 if such distribution would cause the ratings of the senior indebtedness
of RJRN to be reduced from investment grade to non-investment grade or if, after
giving effect to such distribution, any publicly held senior debt of Nabisco
Holdings would not be rated investment grade. However, the board of directors of
Nabisco Holdings is aware that the board of directors of RJRN Holdings is
committed to effecting a spin-off of Nabisco Holdings at the appropriate time.
RJRN Holdings has no agreement with Nabisco Holdings not to sell or distribute
such shares, and there can be no assurance concerning the period of time during
which RJRN Holdings will maintain the present levels of its beneficial ownership
of Common Stock.
Beneficial ownership of at least 80% of the total voting power and value of
the outstanding Common Stock is required in order for RJRN Holdings to continue
to include Nabisco Holdings in its consolidated
10
<PAGE>
group for federal income tax purposes and ownership of at least 80% of the total
voting power and 80% of each class of nonvoting capital stock is required in
order for RJRN Holdings to be able to effect a tax-free spin-off of Nabisco
Holdings in the future.
ITEM 6. SELECTED FINANCIAL DATA
The selected consolidated financial data of Nabisco Holdings Corp. ("Nabisco
Holdings") presented below as of December 31, 1997 and 1996 and for each of the
years in the three-year period ended December 31, 1997 were derived from the
consolidated financial statements of Nabisco Holdings (the "Consolidated
Financial Statements") set forth herein, which have been audited by Deloitte &
Touche LLP, independent auditors. In addition, the selected consolidated
financial data of Nabisco Holdings presented below as of December 31, 1995, 1994
and 1993 and for each of the years in the two year period ended December 31,
1994 were derived from audited consolidated financial statements of Nabisco
Holdings, not presented herein. The data should be read in conjunction with the
Consolidated Financial Statements, related notes and other financial information
included herein.
<TABLE>
<CAPTION>
FOR THE YEARS ENDED DECEMBER 31,
-------------------------------------------
<S> <C> <C> <C> <C> <C>
(DOLLARS IN MILLIONS, EXCEPT PER SHARE DATA) 1997 1996 1995 1994 1993
------- ------- ------- ------- -------
RESULTS OF OPERATIONS
Net sales.......................................................................... $ 8,734 $ 8,889 $ 8,294 $ 7,699 $ 7,025
------- ------- ------- ------- -------
Cost of products sold.............................................................. 4,950 5,226 4,776 4,295 3,831
Selling, advertising, administrative and general expenses(1)....................... 2,476 2,533 2,389 2,292 2,245
Amortization of trademarks and goodwill............................................ 226 228 227 225 218
Restructuring expense.............................................................. -- 428 -- -- 153
------- ------- ------- ------- -------
Operating income................................................................. 1,082 474 902 887 578
Interest expense(2)................................................................ (326) (329) (349) (376) (416)
Other income (expense), net(3)..................................................... (32) (32) (17) (20) (19)
------- ------- ------- ------- -------
Income before income taxes....................................................... 724 113 536 491 143
Provision for income taxes......................................................... 293 96 222 224 51
------- ------- ------- ------- -------
Income before extraordinary item................................................. 431 17 314 267 92
Extraordinary item--loss on early extinguishment of debt, net of income taxes...... (26) -- (19) -- --
------- ------- ------- ------- -------
Net income....................................................................... $ 405 $ 17 $ 295 $ 267 $ 92
------- ------- ------- ------- -------
------- ------- ------- ------- -------
<CAPTION>
PER SHARE DATA
<S> <C> <C> <C> <C> <C>
Net income per common share:
Income before extraordinary item................................................. $ 1.63 $ .06 $ 1.20
Extraordinary item............................................................... (.10) -- (.07)
------- ------- -------
Net income..................................................................... $ 1.53 $ .06 $ 1.13
------- ------- -------
------- ------- -------
Net income per common share assuming dilution:
Income before extraordinary item................................................. $ 1.61 $ .06 $ 1.20
Extraordinary item............................................................... (.10) -- (.07)
------- ------- -------
Net income..................................................................... $ 1.51 $ .06 $ 1.13
------- ------- -------
------- ------- -------
Dividends declared per common share................................................ $ .68 $ .6025 $ .4125
------- ------- -------
------- ------- -------
<CAPTION>
BALANCE SHEET DATA (AT END OF PERIOD)
<S> <C> <C> <C> <C> <C>
Working capital.................................................................... $ (51) $ (340) $ -- $(1,463) $ (161)
Total assets....................................................................... 12,127 12,290 12,303 11,886 11,264
Total debt......................................................................... 4,535 4,488 4,455 5,640 225
Stockholders' equity(4)............................................................ 4,204 4,084 4,244 2,880 7,517
</TABLE>
(Footnotes on following page).
11
<PAGE>
(Footnotes for preceding page).
(1) For 1994 and prior years, selling, advertising, administrative and general
expenses include an allocation from RJR Nabisco, Inc. ("RJRN") for corporate
administrative costs not specifically attributable to an operating company.
Such allocation was based on the ratio of Nabisco Holdings' invested capital
(as defined below) to RJR Nabisco Holdings Corp. ("RJRN Holdings")
consolidated invested capital. See Note 10 to the Consolidated Financial
Statements.
(2) For 1994 and prior years, interest expense includes an allocation from RJRN
for corporate interest expense and amortization of debt issuance costs not
specifically attributable to an operating company. Such allocation was based
on the ratio of Nabisco Holdings' invested capital at the beginning of the
year (sum of working capital, property, plant and equipment, other assets,
goodwill, trademarks and other intangibles and less minority interest
liabilities) to RJRN Holdings' consolidated invested capital at the
beginning of the year, adjusted for (i) the change in Nabisco Holdings'
invested capital during the year times (ii) the RJRN short-term borrowing
rate. See Note 10 to the Consolidated Financial Statements.
(3) For 1994 and prior years, other income (expense), net includes an allocation
from RJRN for interest income, foreign exchange gains or losses and other
financial income and expenses not specifically attributable to an operating
company. (See Note 10 to the Consolidated Financial Statements).
(4) As of December 31, 1994 and prior, the amounts represent RJRN's investment
in Nabisco Holdings.
12
<PAGE>
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The following discussion and analysis of Nabisco Holdings' financial
condition and results of operations should be read in conjunction with the
historical financial information included in the Consolidated Financial
Statements.
The food business is conducted by operating subsidiaries of Nabisco
Holdings. Nabisco's businesses in the United States are comprised of the Nabisco
Biscuit Company and the U.S. Foods Group (collectively, the "Domestic Food
Group"). The U.S. Foods Group is comprised of the Sales & Integrated Logistics
Group and the Specialty Products, LifeSavers, Planters, Tablespreads and Food
Service Companies. Nabisco's businesses outside the United States are conducted
by Nabisco Ltd and Nabisco International, Inc. ("Nabisco International" and
together with Nabisco Ltd, the "International Food Group").
RESULTS OF OPERATIONS
Summarized financial data for Nabisco Holdings is as follows:
<TABLE>
<CAPTION>
% CHANGE FROM
PRIOR YEAR
--------------
<S> <C> <C> <C> <C> <C>
(DOLLARS IN MILLIONS) 1997 1996 1995 1997 1996
------ ------ ------ ------ ------
Net Sales:
Biscuit................................................................................. $3,545 $3,677 $3,569 (4)% 3 %
U.S. Foods Group........................................................................ 2,604 2,638 2,451 (1)% 8 %
------ ------ ------
Domestic Food Group..................................................................... 6,149 6,315 6,020 (3)% 5 %
International Food Group................................................................ 2,585 2,574 2,274 --% 13 %
------ ------ ------
Total Nabisco Holdings.................................................................. $8,734 $8,889 $8,294 (2)% 7 %
------ ------ ------
------ ------ ------
Operating Company Contribution(1):
Biscuit(2).............................................................................. $ 691 $ 542 $ 535 27 % 1 %
U.S. Foods Group(3)..................................................................... 386 346 355 12 % (3)%
------ ------ ------
Domestic Food Group..................................................................... 1,077 888 890 21 % --%
International Food Group(4)............................................................. 231 242 239 (5)% 1 %
------ ------ ------
Total Nabisco Holdings.................................................................. $1,308 $1,130 $1,129 16 % --%
------ ------ ------
------ ------ ------
Operating Income(5):
Domestic Food Group..................................................................... $ 875 $ 333 $ 687 163 % (52)%
International Food Group................................................................ 207 141 215 47 % (34)%
------ ------ ------
Total Nabisco Holdings.................................................................. $1,082 $ 474 $ 902 128 % (47)%
------ ------ ------
------ ------ ------
</TABLE>
- ------------------------
(1) Operating company contribution represents operating income before
amortization of trademarks and goodwill and is exclusive of restructuring
expense.
(2) 1996 includes $58 million of restructuring related expenses associated with
the June 1996 restructuring program.
(3) 1997 includes a $32 million gain and non-recurring expenses of $24 million.
1996 includes $33 million of restructuring related expenses associated with
the June 1996 restructuring program.
(4) 1997 includes $7 million of non-recurring expenses. 1996 includes $6 million
of restructuring related expenses associated with the June 1996
restructuring program.
(5) Operating income includes the June 1996 restructuring expense of $428
million, consisting of $353 million for the Domestic Food Group and $75
million for the International Food Group.
13
<PAGE>
OVERVIEW
Net income increased 15% to $430 million in 1997 compared to 1996, excluding
non-recurring and extraordinary items, reflecting in part the effect of savings
realized from the June 1996 restructuring. Net sales, however, decreased 2% to
$8.73 billion compared to 1996. The decrease reflects a decline in market share
in a number of core brands, less market acceptance of certain new products and
in-store performance difficulties experienced in Nabisco Biscuit Company's
direct delivery system. Nabisco's results also reflect economic and competitive
problems in certain international markets and underperformance at certain units.
Nabisco Holdings is undertaking a number of initiatives designed to improve
performance, including improvements in marketing, changes in training,
compensation and recruiting of personnel in the Nabisco Biscuit Company delivery
system, continued emphasis on increased productivity, reevaluation of how new
products are identified and developed, accelerated international marketing of
core United States brands and consideration of disposing of underperforming
units that do not fit Nabisco Holdings' long term plans. Implementation of the
changes will take time and Nabisco Holdings is unable to predict the effect of
the initiatives on performance in 1998.
NET SALES, OPERATING COMPANY CONTRIBUTION AND OPERATING INCOME
1997 VS. 1996. Nabisco Holdings reported net sales of $8.73 billion, a
decrease of 2% from the 1996 level of $8.89 billion, with the Domestic Food
Group lower by 3% and the International Food Group slightly higher than a year
ago. Within the Domestic Food Group, Nabisco Biscuit net sales declined 4% in
1997 versus the prior year, primarily due to volume declines in SnackWell's and
breakfast snacks, which more than offset volume increases in other core cookie
and cracker brands. The U.S. Foods Group's net sales decreased 1% in 1997
primarily due to lower sales volume for tablespreads, condiments and certain
other products and the impact from the sale of certain domestic regional brands
in the second quarter of 1997 partially offset by higher volume for nuts and
certain confectionery products. The International Food Group's $11 million net
sales increase for 1997 reflects improved results in Asia and Mexico, partially
offset by declines in Brazil, principally volume, resulting from aggressive
competitive activity in the biscuit and milk categories, and in Argentina, due
to competitive pricing pressures.
Nabisco Holdings' operating company contribution was $1.31 billion in 1997,
an increase of 16% from the 1996 level of $1.13 billion. The Domestic Food
Group's operating company contribution increased 21% versus last year, while the
International Food Group's operating company contribution decreased 5%,
respectively. Operating company contribution for 1996 includes $91 million of
restructuring related expenses in the Domestic Food Group (Nabisco Biscuit $58
million and U.S. Foods Group $33 million) associated with implementation of the
June 1996 restructuring program and similar expenses of $6 million in the
International Food Group. Operating company contribution for 1997 also includes
a $32 million gain from the sale of certain U.S. Foods Group regional brands and
non-recurring expenses of $31 million. The non-recurring expenses for the U.S.
Foods Group totalled $24 million consisting of a $14 million provision for the
additional write-down of a business held for sale and $10 million of expense for
the reorganization of its selling organization. The International Food Group's
results for 1997 include a $7 million non-recurring expense to relocate its
headquarters from New York City to New Jersey. Excluding the 1997 non-recurring
items and the 1996 restructuring related expenses, Nabisco Holdings' and the
Domestic Foods Group's respective operating company contributions were $1,307
million and $1,069 million in 1997 versus $1,227 million and $979 million in
1996, an increase of 7% and 9%, respectively. On the same basis, the
International Food Group had a 4% decrease in operating company contribution.
Excluding the impact of the 1996 restructuring related expenses, the
operating company contribution for Nabisco Biscuit increased $91 million, or 15%
in 1997. This increase resulted largely from restructuring driven margin
improvements and on-going productivity initiatives. Excluding the 1997
non-recurring items and the 1996 restructuring related expenses, the U.S. Foods
Group's operating company contribution decreased $1 million in 1997. This flat
profit performance was primarily due to restructuring efficiencies
14
<PAGE>
offset by reduced sales of higher margin products. The International Food
Group's 4% decline in operating company contribution for 1997 was primarily
attributable to lower earnings in Brazil, resulting from lower sales, and
Argentina, due to lower sales and higher marketing expenses, partially offset by
profitable sales growth in Mexico and Asia and productivity driven earnings
improvements in Canada.
Nabisco Holdings' operating income in 1996 includes $525 million of
restructuring and restructuring related expenses. Excluding these expenses and
the 1997 non-recurring items, operating income was $1,081 million for 1997,
compared to the 1996 amount of $999 million, an increase of 8% over the 1996
period. The increase in operating income reflects higher operating company
contribution.
1996 VS. 1995. Nabisco Holdings reported net sales of $8.89 billion in
1996, an increase of 7% from the 1995 level of $8.29 billion, with the Domestic
Food Group up 5% and the International Food Group up 13%. Within the Domestic
Foods Group, Nabisco Biscuit net sales increased 3% versus the prior year,
primarily attributable to volume increases in Oreo, Ritz, Air Crisps and Chips
Ahoy! brands, partially offset by lower volume for SnackWell's and Fig Newtons.
The U.S. Foods Group net sales increased 8%, primarily due to higher volumes for
Planters nuts and the net impact of the October, 1995 Parkay acquisition offset
by the impact of the 1995 product line disposals. The Planters nuts volume
increase resulted from gains in the warehouse club and mass merchandising
channels and a more stable competitive environment in the nut market. The
International Food Group's net sales increase for 1996 was primarily driven by
1995 business acquisitions, principally Primo in Canada and Royal Beech-Nut in
South Africa, and the 1996 business acquisitions in Latin America.
Nabisco Holdings' operating company contribution of $1.13 billion in 1996,
was approximately equal to the 1995 level, with the International Food Group up
1% and the Domestic Food Group flat. Operating company contribution for 1996
includes $91 million of restructuring related expenses in the Domestic Food
Group associated with the implementation of the June 1996 restructuring program
and the International Food Group includes similar expenses of $6 million. The
1995 period includes a net gain of $11 million from the sale of the Ortega
Mexican food ($18 million gain in the U.S. Foods Group) and New York Style Bagel
Chip ($7 million loss in the International Food Group) businesses.
Excluding the 1996 restructuring related expenses, Nabisco Holdings' and the
Domestic Food Group's respective operating company contributions were $1.23
billion and $979 million, respectively, an increase of 9% and 10%, respectively.
On the same basis, the operating company contribution for the Domestic Food
Group increased $89 million, or 10%, in 1996 primarily as a result of the profit
impact from higher net sales, lower advertising expenses, partially offset by
higher trade promotion expense and higher fixed manufacturing and distribution
expenses. On the same basis, the International Food Group's operating company
contribution increased $9 million, or 4%, in 1996 and was primarily due to the
profit impact from business acquisitions.
Nabisco Holdings' operating income in 1996 includes $525 million of
restructuring and restructuring related expenses. Excluding these expenses,
operating income was $999 million for 1996, an increase of 11% over the
comparable 1995 period, reflecting higher operating company contribution.
RESTRUCTURING EXPENSE
Restructuring expenses of $428 million were incurred in 1996 to streamline
operations and improve profitability. The program included workforce reductions
and product line rationalizations as discussed further in Note 2 to the
consolidated financial statements.
Approximately $240 million of the 1996 restructuring expense is cash
related. In addition to the restructuring expense, the program required
implementation and integration expenses of approximately $97 million, all of
which were incurred during 1996. The restructuring program is expected to
generate approximately $175 million in annual savings beginning in 1998.
15
<PAGE>
INTEREST AND DEBT EXPENSE
1997 VS. 1996. Consolidated interest expense of $326 million in 1997
decreased $3 million or 1% from 1996 primarily as a result of slightly lower
borrowing levels and lower interest rates on borrowings, partially offset by a
reduction in capitalized interest in 1997.
1996 VS. 1995. Consolidated interest expense of $329 million in 1996
decreased 6% from 1995, primarily as a result of lower market interest rates,
the completion of certain 1995 debt restructuring transactions and the
application of the net proceeds from the sale and issuance of Class A Common
Stock to retire debt in January 1995.
OTHER INCOME (EXPENSE), NET
1996 VS. 1995. Consolidated other income (expense), net, amounted to $32
million of expense in 1996 versus $17 million of expense in 1995, an increase of
$15 million of expense. The higher level of expense in 1996 reflects lower
interest income and higher international financing costs.
PROVISION FOR INCOME TAXES
The reported effective tax rate for 1996 is higher than the 40.5% rate for
1997 and 41.4% in 1995 as a result of the June 1996 restructuring program.
Excluding the restructuring expense and related tax benefit, the effective rate
was 41.4% for 1996.
NET INCOME
1997 VS. 1996. Nabisco Holdings' net income in 1997 includes a
non-recurring net gain of $1 million and an extraordinary loss on the early
extinguishment of debt of $26 million. The net income in 1996 includes after-tax
expenses of $357 million related to the June 1996 restructuring program.
Excluding the effects of these items, net income of $430 million in 1997
increased 15% from the 1996 level of $374 million, reflecting improved operating
income.
1996 VS. 1995. Nabisco Holdings' net income in 1996 includes after tax
expenses of $357 million related to the June 1996 restructuring program.
Excluding the effects of this program, and the 1995 extraordinary loss on the
early extinguishment of debt, 1996 net income would have been $374 million, an
increase of 19% from the 1995 level of $314 million, primarily reflecting
improved operating income.
SEASONALITY
Nabisco's business is seasonal, with generally higher sales levels in the
fourth quarter. For information concerning seasonality, see "Quarterly Results
of Operations" in Note 16 to the Consolidated Financial Statements.
NEW ACCOUNTING PRONOUNCEMENTS
In June 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 131, Disclosures about Segments of an
Enterprise and Related Information ("SFAS No. 131"), which establishes standards
for the way that public business enterprises report information about operating
segments. Nabisco Holdings and Nabisco have not completed their assessment of
SFAS No. 131. However, it is anticipated that, at a minimum, operating segments
would consist of the Nabisco Biscuit Company, the U.S. Foods Group and the
International Food Group. SFAS No. 131 is effective for financial statements for
fiscal years beginning after December 15, 1997 and will be adopted in the fourth
quarter of 1998.
16
<PAGE>
LIQUIDITY AND FINANCIAL CONDITION
Net cash flows from operating activities amounted to $573 million for 1997
compared to $750 million for 1996. The decrease in net cash flows from operating
activities primarily reflects a $99 million increase in 1997 payments related to
the restructuring program and higher working capital requirements.
Net cash flows from operating activities amounted to $750 million for 1996
compared to $657 million for 1995. The increase in net cash flows from operating
activities primarily reflects lower working capital requirements, principally
accounts receivable and inventories, and higher depreciation expense, partially
offset by cash restructuring payments.
Net cash flows used in investing activities for 1997 decreased $221 million
from 1996 levels to $373 million, primarily because of lower spending on
business acquisitions of $127 million, a decrease in capital expenditures of $45
million and the collection in 1997 of $50 million of proceeds from the sale of
certain regional brands.
Net cash flows used in investing activities decreased $34 million in 1996 to
$594 million from $628 million in 1995, primarily as a result of reduced 1996
capital expenditures and acquisition spending of approximately $194 million,
partially offset by the absence of proceeds from the 1995 product line sales of
approximately $162 million.
Capital expenditures were $392 million in 1997. Management expects that the
current level of capital expenditures planned for 1998 will be approximately
$350 million, which is sufficient to support the strategic and operating needs
of Nabisco Holdings' businesses. Management also expects that cash flow from
operations will be sufficient to support its planned capital expenditures in
1998.
Net cash flows used in financing activities for 1997 amounted to $158
million, a decrease of $24 million from 1996, principally due to reduced net
borrowings resulting from a decrease in investing activities.
Net cash flows used in financing activities amounted to $182 million in 1996
compared to $152 million in 1995. The $30 million increase in cash flows used in
financing reflects higher dividend payments and net repayments of long-term debt
offset by increased short-term borrowings by foreign subsidiaries.
Nabisco Holdings and its subsidiaries repaid $2,361 million of intercompany
debt to RJRN and its non-Nabisco subsidiaries during 1995. Together with
Nabisco's issuance of the Exchange Securities (defined below), these
transactions eliminated the entire $4.1 billion of intercompany indebtedness to
RJRN and its non-Nabisco affiliates that was outstanding on December 31, 1994.
These transactions enabled Nabisco to obtain long-term financing independent of
RJRN.
In June 1995, RJRN and Nabisco consummated offers to exchange approximately
$1.8 billion aggregate principal amount of newly issued notes and debentures
(the "Exchange Securities") of Nabisco for the same amount of notes and
debentures issued by RJRN. As part of the transaction, RJRN returned to Nabisco
approximately $1.8 billion of intercompany notes that had been issued by Nabisco
and held by a non-Nabisco affiliate of RJRN. The Exchange Securities issued by
Nabisco have principal amounts, interest rates, maturities and redemption
provisions identical to the corresponding securities issued by RJRN.
In August 1997, Nabisco issued $200 million of floating rate (5.85% at
December 31, 1997) notes due August 2009 which are putable and callable in
August 1999. The interest rate for the first two years varies with LIBOR and,
unless the notes are put, is set thereafter at a fixed rate of 6.2% plus
Nabisco's future credit spread on ten-year treasury notes.
In December 1997, Nabisco completed a tender offer and redeemed $432 million
of its $538 million outstanding 8.3% notes due 1999 and $541 million of its $688
million outstanding 8% notes due 2000. An extraordinary loss of $43 million ($26
million after tax) was recorded for this transaction. The redemption
17
<PAGE>
of these notes was refinanced with additional short-term borrowings, which in
turn were refinanced by the issuance of long-term debt in January 1998.
In January 1998, Nabisco issued $400 million of 6% notes due February 15,
2011 which are putable and callable on February 15, 2001; $300 million of 6 1/8%
notes due February 1, 2033 which are putable and callable on February 1, 2003;
and $300 million of 6 3/8% notes due February 1, 2035 which are putable and
callable on February 1, 2005. Unless the notes are put, the interest rates on
the 6% notes, the 6 1/8% notes and the 6 3/8% notes are reset on the applicable
put/call date at 5.75%, 6.07% and 6.07%, respectively, plus, in each case,
Nabisco's future credit spread on treasury notes of comparable maturities. The
net proceeds from these notes were used to repay short-term debt.
Nabisco maintains a five-year $1.5 billion revolving credit facility, of
which no borrowings were outstanding at December 31, 1997, and a 364-day $1.381
billion credit facility primarily to support commercial paper issuances, all of
which was completely utilized at December 31, 1997. At the end of the 364-day
period, any borrowings outstanding under the 364-day credit facility are
convertible into a three-year term loan at Nabisco's option. In October 1997,
the maturity under the revolving credit facility was extended to October 2002
and the 364-day credit facility was renewed to October 1998. The commitments
under the revolving credit facility decline to approximately $1.46 billion in
the final year. The revolving credit facility also provides for the issuance of
up to $300 million of letters of credit, of which none was issued at December
31, 1997. Availability under the revolving credit facility is reduced by the
amount of any borrowings outstanding and letters of credit issued under the
facility and by the amount of outstanding commercial paper in excess of $1.381
billion. At December 31, 1997, $890 million was available under the revolving
credit facility and the 364-day credit facility was fully utilized to support
commercial paper borrowings.
The Nabisco credit facilities generally restrict common and preferred
dividends and distributions after April 28, 1995 by Nabisco Holdings to holders
of its equity securities to an aggregate amount equal to $300 million plus 50%
of Nabisco Holdings' cumulative consolidated net income after January 1, 1995.
The Nabisco credit facilities limit the ability of Nabisco Holdings and its
subsidiaries to incur indebtedness, engage in transactions with stockholders and
affiliates, create liens, acquire, sell or dispose of certain assets and
securities and engage in certain mergers or consolidations. In addition, certain
RJRN credit agreements indirectly limit the issuance of equity securities,
beyond certain substantial amounts, by Nabisco Holdings and Nabisco and the sale
or disposition of certain of their assets. Nabisco Holdings and Nabisco believe
that they are currently in compliance with all covenants and restrictions
imposed by the terms of their indebtedness.
At December 31, 1997, Nabisco Holdings' total debt (notes payable and
long-term debt, including current maturities) and total capital (total debt and
stockholders' equity) amounted to approximately $4.5 billion and $8.7 billion,
respectively, of which total debt is higher by approximately $47 million and
total capital is higher by $167 million than at December 31, 1996. Nabisco
Holdings' ratios of total debt to stockholders' equity and total debt to total
capital were 1.1 to 1 and .52 to 1, respectively.
At December 31, 1997, there was $620 million of accumulated and
undistributed income of foreign subsidiaries. No applicable taxes have been
provided because management intends for these earnings to be reinvested abroad
indefinitely. Combined with an increase in international borrowings, these
accumulated and undistributed earnings have and will continue to fund
international acquisitions, new product introductions and other business
building opportunities.
INFLATION
Inflation has not had a material effect on the Companies' business to date.
Management believes that the effects of changing prices and inflation in 1997
have been successfully managed with both margins and earnings being protected
through a series of pricing adjustments, cost control programs and productivity
18
<PAGE>
gains. As of July 1, 1997, Nabisco's subsidiary in Brazil became non-highly
inflationary for accounting translation purposes.
YEAR 2000 ISSUE
The Year 2000 Issue stems from computer applications that were written using
two digits rather than four digits to define the applicable year. The issue is
whether computer systems will properly interpret date sensitive information when
the year changes to 2000. Nabisco Holdings recognizes the issues associated with
the Year 2000 problem and the need to ensure that its operations will not be
adversely impacted by Year 2000 software failures. Comprehensive reviews of all
systems and applications, including key suppliers and vendors, are being
conducted, implementation plans to resolve any issues are being formulated and
certain corrective actions have commenced.
Nabisco Holdings expects its Year 2000 compliance programs, which began in
1996, to be substantially completed in all material respects by mid-1999. The
total cost of achieving Year 2000 compliance is estimated to be approximately
$23 million, incurred from 1996 through 1999. All modification costs are
expensed as incurred. Through December 31, 1997, approximately $5 million had
been expensed.
ENVIRONMENTAL MATTERS
Nabisco Holdings and its subsidiaries have been engaged in a continuing
program to assure compliance with various federal, state and local governmental
laws and regulations concerning the protection of the environment. This program
has resulted in, and will likely continue to result in, annual expenditures of
approximately $20 million. Nabisco Holdings or certain of its subsidiaries have
been named "potentially responsible parties" with third parties under the
Comprehensive Environmental Response, Compensation and Liability Act ("CERCLA")
or may have indemnification obligations with respect to fifteen sites. Liability
under CERCLA is joint and several. Although it is difficult to identify
precisely the estimated cost of resolving these CERCLA matters, management does
not expect such expenditures or costs to have a material adverse effect on the
financial condition or results of operations of Nabisco Holdings or Nabisco.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Market risk represents the risk of loss that may impact the consolidated
financial position, results of operations or cash flows of Nabisco due to
adverse changes in financial and commodity market prices and rates. Nabisco is
exposed to market risk in the areas of foreign currency exchange rates, interest
rates and commodity prices. These exposures are directly related to its
international operations, its use of agricultural commodities in its operations,
and its normal investing and funding activities. Nabisco has established various
policies and procedures to manage its exposure to market risks, including the
use of financial and commodity derivatives, which are highly correlated to its
underlying exposures. Nabisco estimates its market risk due to changes in
foreign currency rates, interest rates and commodity prices utilizing financial
models called Value at Risk ("VaR"). VaR is a statistical measure of the
potential loss in terms of fair value, cash flows or earnings of market risk
sensitive instruments over a one-year horizon using a 95% confidence interval
for changes in market rates and prices.
FOREIGN EXCHANGE AND INTEREST RATE EXPOSURE
Upon reviewing its derivatives and other foreign currency and interest rate
instruments, based on historical foreign currency rate movements and the fair
values of market rate sensitive instruments at year-end, the Company does not
believe that reasonably possible near-term changes in foreign currency or
interest rates will result in a material effect on future earnings, fair values
or cash flows of the Company.
19
<PAGE>
COMMODITY PRICE EXPOSURE
Based on either the Company's derivative commodity instruments or its net
commodity exposure (derivatives plus physical contracts less anticipated future
consumption), reasonably possible near-term changes in commodity prices, based
on historical commodity price movements, would not result in a material effect
on future earnings, fair values or cash flows of the Company.
------------------------
The foregoing discussion in "Management's Discussion and Analysis of
Financial Condition and Results of Operations" contains forward-looking
statements, particularly with respect to the overview section, environmental and
capital expenditures, the year 2000 issue, market risk in the areas of foreign
currency exchange rates, interest rates and commodity prices and restructuring
savings, which reflect management's current views with respect to future events
and financial performance. These forward-looking statements are based on many
assumptions and other factors including competitive pricing for products,
success of new product innovations and acquisitions, economic conditions in
countries where Nabisco Holdings' subsidiaries do business, and the effects of
government regulation. Any changes in such assumptions or factors could produce
significantly different results. For additional information concerning factors
affecting future events and Nabisco Holdings' performance, see Part I, Items 1
through 3 and Part II Item 5 of this report.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Refer to the Index to Financial Statements on page 24 for the required
information.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANTS
Item 10 is hereby incorporated by reference to Nabisco Holdings' Definitive
Proxy Statement to be filed with the Securities and Exchange Commission on or
prior to April 30, 1998. Reference is also made regarding the executive officers
of the Registrants to "Executive Officers of the Registrants" following Item 4
of Part I of this Report.
ITEM 11. EXECUTIVE COMPENSATION
Item 11 is hereby incorporated by reference to Nabisco Holdings' Definitive
Proxy Statement to be filed with the Securities and Exchange Commission on or
prior to April 30, 1998.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Item 12 is hereby incorporated by reference to Nabisco Holdings' Definitive
Proxy Statement to be filed with the Securities and Exchange Commission on or
prior to April 30, 1998.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Item 13 is hereby incorporated by reference to Nabisco Holdings' Definitive
Proxy Statement to be filed with the Securities and Exchange Commission on or
prior to April 30, 1998.
20
<PAGE>
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
<TABLE>
<S> <C> <C>
(A) 1. The financial statements listed in the accompanying Index to Financial
Statements are filed as part of this report.
2. The exhibits listed in the accompanying Index to Exhibits are filed as part of
this report.
(B) REPORTS ON FORM 8-K FILED IN FOURTH QUARTER 1997
Report on Form 8-K dated November 20, 1997, filing notice that H. John
Greeniaus, chairman and chief executive officer of Nabisco Holdings Corp., was
retiring effective January 1, 1998, and that he would remain as a member of the
board. The notice announced that the board of directors elected Steven F.
Goldstone, chairman and chief executive officer of RJR Nabisco, as chairman,
and that James M. Kilts, was elected as president, chief executive officer and
a director of Nabisco Holdings effective January 1, 1998.
(C) EXHIBITS
See Exhibit Index.
(D) FINANCIAL STATEMENT SCHEDULES.
None.
</TABLE>
21
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized, in the Township of
Parsippany, State of New Jersey on March 10, 1998.
NABISCO HOLDINGS CORP.
By: /s/ JAMES E. HEALEY
..........................................
(James E. Healey)
Executive Vice President and
Chief Financial Officer
/s/ ROBERT A. SCHIFFNER
..........................................
(Robert A. Schiffner)
Senior Vice President
and Controller
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities indicated on March 10, 1998.
<TABLE>
<CAPTION>
SIGNATURE TITLE
- ------------------------------------------ ----------------------------------
<S> <C> <C>
* President and Chief Executive
.......................................... Officer (principal executive
(James M. Kilts) officer) and Director
/s/ JAMES E. HEALEY Executive Vice President and
.......................................... Chief Financial Officer
(James E. Healey)
/s/ ROBERT A. SCHIFFNER Senior Vice President and
.......................................... Controller (principal accounting
(Robert A. Schiffner) officer)
* Director
..........................................
(Herman Cain)
* Director
..........................................
(John T. Chain, Jr.)
* Chairman of the Board of Directors
..........................................
(Steven F. Goldstone)
* Director
..........................................
(David B. Jenkins)
* Director
..........................................
(Kay Koplovitz)
* Director
..........................................
(John G. Medlin, Jr.)
</TABLE>
*By: /s/ JAMES A. KIRKMAN III
..........................................
(James A. Kirkman III)
Attorney-in-Fact
22
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized, in the Township of
Parsippany, State of New Jersey on March 10, 1998.
NABISCO, INC.
By: /s/ JAMES E. HEALEY
..........................................
(James E. Healey)
Executive Vice President and
Chief Financial Officer
/s/ ROBERT A. SCHIFFNER
..........................................
(Robert A. Schiffner)
Senior Vice President
and Controller
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities indicated on March 10, 1998.
<TABLE>
<CAPTION>
SIGNATURE TITLE
- ------------------------------------------ ----------------------------------
<S> <C> <C>
* President and Chief Executive
.......................................... Officer (principal executive
(James M. Kilts) officer) and Director
/s/ JAMES E. HEALEY Executive Vice President and
.......................................... Chief Financial Officer
(James E. Healey)
/s/ ROBERT A. SCHIFFNER Senior Vice President and
.......................................... Controller (principal accounting
(Robert A. Schiffner) officer)
* Director
..........................................
(Herman Cain)
* Director
..........................................
(John T. Chain, Jr.)
* Chairman of the Board of Directors
..........................................
(Steven F. Goldstone)
* Director
..........................................
(David B. Jenkins)
* Director
..........................................
(Kay Koplovitz)
* Director
..........................................
(John G. Medlin, Jr.)
</TABLE>
*By: /s/ JAMES A. KIRKMAN III
..........................................
(James A. Kirkman III)
Attorney-in-Fact
23
<PAGE>
INDEX TO FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
PAGE
------------------
<S> <C>
FINANCIAL STATEMENTS
Management's Responsibility for Financial Statements........................................ F-1
Report of Deloitte & Touche LLP, Independent Auditors....................................... F-2
Consolidated Statements of Income--Years Ended December 31, 1997, 1996 and 1995............. F-3
Consolidated Statements of Cash Flows--Years Ended December 31, 1997, 1996 and 1995......... F-4
Consolidated Balance Sheets--December 31, 1997 and 1996..................................... F-5
Consolidated Statements of Shareholders' Equity--Years Ended December 31, 1997, 1996 and
1995...................................................................................... F-6
Notes to Consolidated Financial Statements.................................................. F-7 - F-26
</TABLE>
24
<PAGE>
MANAGEMENT'S RESPONSIBILITY FOR FINANCIAL STATEMENTS
Management is responsible for the preparation, integrity, reliability and
accuracy of the financial statements and other information included in this
annual report. The financial statements have been prepared in accordance with
generally accepted accounting principles using, where appropriate, management's
best estimates and judgment. The Company's independent auditors, Deloitte &
Touche LLP, have audited the financial statements in accordance with generally
accepted auditing standards and their report appears herein.
Management depends on its system of internal controls to fulfill its
responsibility for the integrity, reliability and accuracy of the financial
statements. The system is designed to provide reasonable assurance that the
Company's assets are safeguarded and transactions are executed as authorized and
properly recorded. The system includes a documented organizational structure and
division of responsibility, established policies and procedures and a code of
conduct to foster a strong ethical climate, which are communicated throughout
the Company, and the careful selection, training and development of its people.
The Company's internal auditors monitor the operations of the internal control
system and report findings and recommendations to management and the board of
directors, and corrective actions are taken to address control deficiencies and
other opportunities for improving the system as they are identified.
The board of directors, operating through its audit committee which is
comprised entirely of two directors who are not officers or employees of the
Company, provides oversight to the financial reporting process. The audit
committee meets regularly with management, the internal auditors, and the
independent auditors to discuss audit scope and the results of their audits and
to address internal control and financial reporting matters. Both independent
and internal auditors have unrestricted access to the audit committee.
James M. Kilts
President and
Chief Executive Officer
James E. Healey
Executive Vice President and
Chief Financial Officer
F-1
<PAGE>
REPORT OF DELOITTE & TOUCHE LLP, INDEPENDENT AUDITORS
Nabisco Holdings Corp.:
Nabisco, Inc.:
We have audited the accompanying consolidated balance sheets of Nabisco
Holdings Corp. ("Nabisco Holdings") and Nabisco, Inc. ("Nabisco") as of December
31, 1997 and 1996, and the related consolidated statements of income,
shareholders' equity, and cash flows for each of the three years in the period
ended December 31, 1997. These financial statements are the responsibility of
the companies' management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits 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. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, such consolidated financial statements present fairly, in
all material respects, the consolidated financial position of Nabisco Holdings
and Nabisco at December 31, 1997 and 1996, and the consolidated results of their
operations and their cash flows for each of the three years in the period ended
December 31, 1997 in conformity with generally accepted accounting principles.
Deloitte & Touche LLP
Parsippany, New Jersey
January 26, 1998
F-2
<PAGE>
NABISCO HOLDINGS CORP.
NABISCO, INC.
CONSOLIDATED STATEMENTS OF INCOME
(DOLLARS IN MILLIONS, EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
YEAR ENDED YEAR ENDED YEAR ENDED
DECEMBER 31, 1997 DECEMBER 31, 1996 DECEMBER 31, 1995
----------------------- ---------------------- ----------------------
<S> <C> <C> <C> <C> <C> <C>
NABISCO NABISCO NABISCO
HOLDINGS NABISCO HOLDINGS NABISCO HOLDINGS NABISCO
---------- ----------- --------- ----------- --------- -----------
NET SALES........................................... $ 8,734 $ 8,734 $ 8,889 $ 8,889 $ 8,294 $ 8,294
---------- ----------- --------- ----------- --------- -----------
Costs and expenses:
Cost of products sold............................. 4,950 4,950 5,226 5,226 4,776 4,776
Selling, advertising, administrative and general
expenses........................................ 2,476 2,476 2,533 2,533 2,389 2,387
Amortization of trademarks and goodwill........... 226 226 228 228 227 226
Restructuring expense (Note 2).................... -- -- 428 428 -- --
---------- ----------- --------- ----------- --------- -----------
OPERATING INCOME.............................. 1,082 1,082 474 474 902 905
Interest expense.................................... (326) (326) (329) (329) (349) (345)
Other income (expense), net......................... (32) (32) (32) (32) (17) (17)
---------- ----------- --------- ----------- --------- -----------
Income before income taxes.................... 724 724 113 113 536 543
Provision for income taxes.......................... 293 293 96 96 222 224
---------- ----------- --------- ----------- --------- -----------
INCOME BEFORE EXTRAORDINARY ITEM.............. 431 431 17 17 314 319
Extraordinary item--loss on early extinguishment of
debt, net of income
taxes (Note 9).................................... (26) (26) -- -- (19) (19)
---------- ----------- --------- ----------- --------- -----------
NET INCOME.................................... $ 405 $ 405 $ 17 $ 17 $ 295 $ 300
---------- ----------- --------- ----------- --------- -----------
---------- ----------- --------- ----------- --------- -----------
NET INCOME PER COMMON SHARE:
Income before extraordinary item.................. $ 1.63 $ .06 $ 1.20
Extraordinary item................................ (.10) -- (.07)
---------- --------- ---------
NET INCOME.................................... $ 1.53 $ .06 $ 1.13
---------- --------- ---------
---------- --------- ---------
NET INCOME PER COMMON SHARE
ASSUMING DILUTION:
Income before extraordinary item.................. $ 1.61 $ .06 $ 1.20
Extraordinary item................................ (.10) -- (.07)
---------- --------- ---------
NET INCOME.................................... $ 1.51 $ .06 $ 1.13
---------- --------- ---------
---------- --------- ---------
DIVIDENDS DECLARED PER COMMON SHARE................. $ .68 $ .6025 $ .4125
---------- --------- ---------
---------- --------- ---------
Average number of common shares outstanding (in
thousands)........................................ 265,057 265,046 261,262
---------- --------- ---------
---------- --------- ---------
Average number of common shares outstanding assuming
dilution
(in thousands).................................... 267,374 266,248 261,532
---------- --------- ---------
---------- --------- ---------
</TABLE>
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
F-3
<PAGE>
NABISCO HOLDINGS CORP.
NABISCO, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(DOLLARS IN MILLIONS)
<TABLE>
<CAPTION>
TWELVE
MONTHS
TWELVE MONTHS TWELVE MONTHS ENDED
ENDED ENDED DECEMBER
DECEMBER 31, 1997 DECEMBER 31, 1996 31, 1995
-------------------- -------------------- ---------
<S> <C> <C> <C> <C> <C>
NABISCO NABISCO NABISCO
HOLDINGS NABISCO HOLDINGS NABISCO HOLDINGS
--------- --------- --------- --------- ---------
CASH FLOWS FROM (USED IN) OPERATING ACTIVITIES:
Net income........................................................ $ 405 $ 405 $ 17 $ 17 $ 295
Adjustments to reconcile net income to cash flows from operating
activities:
Depreciation of property, plant and equipment................. 277 277 270 270 244
Amortization of intangibles................................... 226 226 228 228 227
Deferred income tax provision (benefit)....................... 11 11 (57) (57) 76
Restructuring expense, net of cash payments................... (135) (135) 348 348 --
Changes in working capital items, net......................... (167) (189) (87) (87) (212)
Extraordinary item............................................ 43 43 -- -- 29
Gain on sale of product lines before income taxes............. (32) (32) -- -- (11)
Other, net.................................................... (55) (55) 31 31 9
--------- --------- --------- --------- ---------
Net cash flows from operating activities........................ 573 551 750 750 657
--------- --------- --------- --------- ---------
CASH FLOWS FROM (USED IN) INVESTING ACTIVITIES:
Capital expenditures.............................................. (392) (392) (437) (437) (513)
Acquisition of businesses......................................... (46) (46) (173) (173) (291)
Proceeds from sale of businesses.................................. 50 50 -- -- 162
Other, net........................................................ 15 15 16 16 14
--------- --------- --------- --------- ---------
Net cash flows (used in) investing activities................... (373) (373) (594) (594) (628)
--------- --------- --------- --------- ---------
CASH FLOWS FROM (USED IN) FINANCING ACTIVITIES:
Net proceeds from the issuance of long-term debt.................. 1,229 1,229 11 11 2,871
Repayments of long-term debt...................................... (1,145) (1,145) (189) (189) (467)
Increase (decrease) in notes payable.............................. (45) (45) 151 151 (1,323)
Dividends paid on common stock.................................... (175) (175) (155) (155) (73)
Repurchase of Class A common stock................................ (22) -- -- -- --
Payment of intercompany debt...................................... -- -- -- -- (2,361)
Net proceeds from issuance of Class A common stock................ -- -- -- -- 1,201
Nabisco Holdings capital contribution............................. -- -- -- -- --
Dividends and distribution paid to parent......................... -- -- -- -- --
--------- --------- --------- --------- ---------
Net cash flows (used in) financing activities................... (158) (136) (182) (182) (152)
--------- --------- --------- --------- ---------
Effect of exchange rate changes on cash and cash equivalents........ (8) (8) (2) (2) (1)
--------- --------- --------- --------- ---------
Net change in cash and cash equivalents......................... 34 34 (28) (28) (124)
Cash and cash equivalents at beginning of period.................... 93 93 121 121 245
--------- --------- --------- --------- ---------
Cash and cash equivalents at end of period.......................... $ 127 $ 127 $ 93 $ 93 $ 121
--------- --------- --------- --------- ---------
--------- --------- --------- --------- ---------
Income taxes paid, net of refunds................................... $ 247 $ 247 $ 150 $ 150 $ 67
Interest paid....................................................... $ 358 $ 358 $ 334 $ 334 $ 330
<CAPTION>
<S> <C>
NABISCO
---------
CASH FLOWS FROM (USED IN) OPERATING ACTIVITIES:
Net income........................................................ $ 300
Adjustments to reconcile net income to cash flows from operating
activities:
Depreciation of property, plant and equipment................. 244
Amortization of intangibles................................... 226
Deferred income tax provision (benefit)....................... 76
Restructuring expense, net of cash payments................... --
Changes in working capital items, net......................... (205)
Extraordinary item............................................ 29
Gain on sale of product lines before income taxes............. (11)
Other, net.................................................... 9
---------
Net cash flows from operating activities........................ 668
---------
CASH FLOWS FROM (USED IN) INVESTING ACTIVITIES:
Capital expenditures.............................................. (513)
Acquisition of businesses......................................... (291)
Proceeds from sale of businesses.................................. 162
Other, net........................................................ 14
---------
Net cash flows (used in) investing activities................... (628)
---------
CASH FLOWS FROM (USED IN) FINANCING ACTIVITIES:
Net proceeds from the issuance of long-term debt.................. 2,871
Repayments of long-term debt...................................... (467)
Increase (decrease) in notes payable.............................. (1,323)
Dividends paid on common stock.................................... --
Repurchase of Class A common stock................................ --
Payment of intercompany debt...................................... (2,293)
Net proceeds from issuance of Class A common stock................ --
Nabisco Holdings capital contribution............................. 1,487
Dividends and distribution paid to parent......................... (438)
---------
Net cash flows (used in) financing activities................... (163)
---------
Effect of exchange rate changes on cash and cash equivalents........ (1)
---------
Net change in cash and cash equivalents......................... (124)
Cash and cash equivalents at beginning of period.................... 245
---------
Cash and cash equivalents at end of period.......................... $ 121
---------
---------
Income taxes paid, net of refunds................................... $ 67
Interest paid....................................................... $ 330
</TABLE>
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
F-4
<PAGE>
NABISCO HOLDINGS CORP.
NABISCO, INC.
CONSOLIDATED BALANCE SHEETS
(DOLLARS IN MILLIONS)
<TABLE>
<CAPTION>
DECEMBER 31, 1997 DECEMBER 31, 1996
---------------------- ----------------------
<S> <C> <C> <C> <C>
NABISCO NABISCO
HOLDINGS NABISCO HOLDINGS NABISCO
----------- --------- ----------- ---------
ASSETS
Current assets:
Cash and cash equivalents........................................... $ 127 $ 127 $ 93 $ 93
Accounts receivable, net............................................ 521 521 556 556
Deferred income taxes............................................... 27 27 55 55
Inventories......................................................... 865 865 879 879
Prepaid expenses.................................................... 59 59 46 46
----------- --------- ----------- ---------
TOTAL CURRENT ASSETS............................................ 1,599 1,599 1,629 1,629
----------- --------- ----------- ---------
Property, plant and equipment--at cost................................ 5,040 5,040 4,798 4,798
Less accumulated depreciation......................................... (1,713) (1,713) (1,511) (1,511)
----------- --------- ----------- ---------
Net property, plant and equipment................................... 3,327 3,327 3,287 3,287
----------- --------- ----------- ---------
Trademarks, net of accumulated amortization of $1,070 and $969,
respectively........................................................ 3,725 3,725 3,856 3,856
Goodwill, net of accumulated amortization of $834 and $732,
respectively........................................................ 3,343 3,343 3,451 3,451
Other assets and deferred charges..................................... 133 133 67 67
----------- --------- ----------- ---------
$ 12,127 $ 12,127 $ 12,290 $ 12,290
----------- --------- ----------- ---------
----------- --------- ----------- ---------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Notes payable....................................................... $ 180 $ 180 $ 251 $ 251
Accounts payable.................................................... 435 435 427 427
Accrued liabilities................................................. 883 828 1,155 1,113
Intercompany payable to Nabisco Holdings............................ -- 13 -- 32
Current maturities of long-term debt................................ 21 21 24 24
Income taxes accrued................................................ 131 131 112 112
----------- --------- ----------- ---------
TOTAL CURRENT LIABILITIES....................................... 1,650 1,608 1,969 1,959
----------- --------- ----------- ---------
Long-term debt (less current maturities).............................. 4,334 4,334 4,213 4,213
Other noncurrent liabilities.......................................... 646 646 708 708
Deferred income taxes................................................. 1,293 1,293 1,316 1,316
Commitments (Note 11)
Stockholders' equity:
Class A common stock (51,137,653 and 51,819,653 shares issued and
outstanding at December 31, 1997 and 1996, respectively).......... 1 -- 1 --
Class B common stock (213,250,000 shares issued and outstanding at
December 31, 1997 and 1996)....................................... 2 -- 2 --
Paid-in capital..................................................... 4,087 4,141 4,087 4,141
Retained earnings................................................... 268 225 43 --
Treasury stock, at cost............................................. (32) -- -- --
Cumulative translation adjustment................................... (120) (120) (47) (47)
Notes receivable on common stock purchases.......................... (2) -- (2) --
----------- --------- ----------- ---------
TOTAL STOCKHOLDERS' EQUITY...................................... 4,204 4,246 4,084 4,094
----------- --------- ----------- ---------
$ 12,127 $ 12,127 $ 12,290 $ 12,290
----------- --------- ----------- ---------
----------- --------- ----------- ---------
</TABLE>
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
F-5
<PAGE>
NABISCO HOLDINGS CORP.
NABISCO, INC.
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
(DOLLARS IN MILLIONS AND SHARES IN THOUSANDS)
<TABLE>
<CAPTION>
NABISCO HOLDINGS
-----------------------------------------------------------------------------
COMMON STOCK CUMULATIVE
------------------------- PAID-IN RETAINED TRANSLATION TREASURY
SHARES AMOUNT CAPITAL EARNINGS ADJUSTMENT STOCK
---------- ------------- --------- ----------- ------------- -----------
<S> <C> <C> <C> <C> <C> <C>
Balances, January 1, 1995..................... $ 2,880
Issue Class B shares to RJRN.................. 213,250 $ 2 (2)
Sale of Class A shares to public, and
contribution to Nabisco..................... 51,750 1 1,207
Net income.................................... $ 295
Parent contribution to Nabisco................
Dividends declared............................ (109)
Cumulative translation adjustment............. $ (30)
--
---------- --------- ----- ----- ---
Balances, December 31, 1995................... 265,000 3 4,085 186 (30)
Net income.................................... 17
Dividends declared............................ (160)
Class A shares issued......................... 70 -- 2
Cumulative translation adjustment............. (17)
--
---------- --------- ----- ----- ---
Balances, December 31, 1996................... 265,070 3 4,087 43 (47)
Net income.................................... 405
Dividends declared............................ (180)
Cumulative translation adjustment............. (73)
Repurchase of Class A shares.................. (682) $ (32)
--
---------- --------- ----- ----- ---
Balances, December 31, 1997................... 264,388 $ 3 $ 4,087 $ 268 $ (120) $ (32)
--
--
---------- --------- ----- ----- ---
---------- --------- ----- ----- ---
<CAPTION>
NOTES
RECEIVABLE
-------------
<S> <C>
Balances, January 1, 1995.....................
Issue Class B shares to RJRN..................
Sale of Class A shares to public, and
contribution to Nabisco.....................
Net income....................................
Parent contribution to Nabisco................
Dividends declared............................
Cumulative translation adjustment.............
--
Balances, December 31, 1995...................
Net income....................................
Dividends declared............................
Class A shares issued......................... $ (2)
Cumulative translation adjustment.............
--
Balances, December 31, 1996................... (2)
Net income....................................
Dividends declared............................
Cumulative translation adjustment.............
Repurchase of Class A shares..................
--
Balances, December 31, 1997................... $ (2)
--
--
</TABLE>
<TABLE>
<CAPTION>
NABISCO
-------------------------------------
CUMULATIVE
PAID-IN RETAINED TRANSLATION
CAPITAL EARNINGS ADJUSTMENT
--------- ----------- -------------
<S> <C> <C> <C>
Balances, January 1, 1995........................................................... $ 2,928
Nabisco Holdings' capital contribution from the sale of its Class A shares.......... 1,210
Net income.......................................................................... $ 300
Nabisco Holdings' capital contribution.............................................. 36
Dividends declared.................................................................. (190)
Cumuative translation adjustment.................................................... $ (30)
--------- ----- -----
Balances, December 31, 1995......................................................... 4,174 110 (30)
Net income.......................................................................... 17
Dividends declared.................................................................. (33) (127)
Cumulative translation adjustment................................................... (17)
--------- ----- -----
Balances, December 31, 1996......................................................... 4,141 -- (47)
Net income.......................................................................... 405
Dividends declared.................................................................. (180)
Cumulative translation adjustment................................................... (73)
--------- ----- -----
Balances, December 31, 1997......................................................... $ 4,141 $ 225 $ (120)
--------- ----- -----
--------- ----- -----
</TABLE>
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
F-6
<PAGE>
NABISCO HOLDINGS CORP.
NABISCO, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The Summary of Significant Accounting Policies below and the other notes to
the consolidated financial statements on the following pages are integral parts
of the accompanying consolidated financial statements of Nabisco Holdings Corp.
("Nabisco Holdings") and Nabisco, Inc. ("Nabisco"), its direct wholly-owned
subsidiary, (the "Consolidated Financial Statements"). Nabisco Holdings and
Nabisco are referred to collectively as the "Companies."
Prior to January 26, 1995, Nabisco Holdings was a direct wholly-owned
subsidiary of RJR Nabisco, Inc. ("RJRN") which is a direct wholly owned
subsidiary of RJR Nabisco Holdings Corp. ("RJRN Holdings"). On January 26, 1995
Nabisco Holdings completed the initial public offering (the "Nabisco Holdings
Common Stock Offering") of 51,750,000 shares of its Class A Common Stock, par
value $.01 per share (the "Class A Common Stock"). RJRN owns 100% of the
outstanding Class B Common Stock, par value $.01 per share, of Nabisco Holdings
(the "Class B Common Stock") which currently represents approximately 80.7% of
the economic interest in Nabisco Holdings and approximately 97.7% of the
combined voting power of Nabisco Holdings outstanding Class A Common Stock and
Class B Common Stock (collectively, the "Common Stock").
CONSOLIDATION AND USE OF ESTIMATES
The Consolidated Financial Statements include the accounts of the Companies
and their subsidiaries. The preparation of financial statements in conformity
with generally accepted accounting principles necessarily requires management to
make estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the balance
sheet date and the reported amounts of revenue and expenses during the reporting
period. Actual results could differ from those estimates.
CASH EQUIVALENTS
Cash equivalents include all short-term, highly liquid investments that are
readily convertible to known amounts of cash and so near maturity that they
present an insignificant risk of changes in value because of changes in interest
rates. Cash equivalents at December 31, 1997 and 1996, valued at cost (which
approximated market value), totaled $76 million and $57 million, respectively.
INVENTORIES
Inventories are stated at the lower of cost or market. Cost is determined
principally under the first-in, first-out method.
COMMODITY CONTRACTS
Nabisco accounts for changes in the market value of futures contracts as an
addition to, or reduction from, the raw material inventory cost. Market value
changes are recorded in cost of products sold when the related finished products
are sold. Due to wide fluctuations in the market prices for various agricultural
commodities, Nabisco frequently enters into futures contracts to hedge the price
risk associated with anticipated purchases.
F-7
<PAGE>
NABISCO HOLDINGS CORP.
NABISCO, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NOTE 1--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
DEPRECIATION
For financial reporting purposes, depreciation expense is generally provided
on a straight-line basis, using estimated useful lives of up to 20 years for
land improvements, 20 to 40 years for buildings and leasehold improvements and 3
to 30 years for machinery and equipment.
TRADEMARKS AND GOODWILL
Values assigned to trademarks and goodwill are amortized on a straight-line
basis over a 40-year period.
In evaluating the values and future benefits of goodwill and trademarks, the
recoverability from operating income is measured. Under this approach, the
carrying value of goodwill and trademarks would be reduced if it is probable
that management's best estimate of future operating income before amortization
of goodwill and trademarks from related operations, on an undiscounted basis,
will be less than the carrying amount of goodwill and trademarks over the
remaining amortization period.
OTHER INCOME (EXPENSE), NET
Other income (expense), net includes interest income, certain foreign
currency gains and losses, expenses related to the sales of accounts receivable,
and fees related to the Company's banking and borrowing programs.
ADVERTISING
Advertising costs are generally expensed as incurred. Advertising expense
was $223 million, $201 million and $231 million for the years ended December 31,
1997, 1996 and 1995, respectively.
RESEARCH AND DEVELOPMENT
Research and development expenses, which are expensed as incurred, were $95
million, $105 million and $109 million for the years ended December 31, 1997,
1996 and 1995, respectively.
INTEREST RATE ARRANGEMENTS
Nabisco uses interest rate swaps and caps to effectively hedge interest rate
exposures. In both types of hedges, the differential to be paid or received is
accrued and recognized in interest expense and may change as market interest
rates change. If an arrangement is terminated or effectively terminated prior to
maturity, then the realized or unrealized gain or loss is effectively recognized
over the remaining original life of the agreement if the hedged item remains
outstanding, or immediately, if the underlying hedged instrument does not remain
outstanding. If the arrangement is not terminated or effectively terminated
prior to maturity, but the underlying hedged instrument is no longer
outstanding, then the unrealized gain or loss on the related interest rate swap
or cap is recognized immediately.
FOREIGN CURRENCY ARRANGEMENTS
The forward foreign exchange contracts and other hedging arrangements
entered into by Nabisco generally mature at the time the hedged foreign currency
transactions are settled. Gains or losses on
F-8
<PAGE>
NABISCO HOLDINGS CORP.
NABISCO, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NOTE 1--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
forward foreign currency transactions are determined by changes in market rates
and are generally included at settlement in the basis of the underlying hedged
transaction. To the extent that the foreign currency transaction does not occur,
gains and losses are recognized immediately.
NEW ACCOUNTING PRONOUNCEMENTS
In June 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 131. Disclosures about Segments of an
Enterprise and Related Information ("SFAS No. 131"), which establishes standards
for the way that public business enterprises report information about operating
segments. Nabisco Holdings and Nabisco have not completed their assessment of
SFAS No. 131. However, it is anticipated that, at a minimum, operating segments
would consist of the U.S. biscuit business, all other U.S. food and
international food businesses. SFAS No. 131 is effective for financial
statements for fiscal years beginning after December 15, 1997 and will be
adopted in the fourth quarter of 1998.
NET INCOME PER SHARE
Per share data has been computed and presented pursuant to the provisions of
Statement of Financial Accounting Standards No. 128, Earnings per Share, which
was adopted in the fourth quarter of 1997. Net income per share is based on the
weighted average number of shares outstanding during the period. Net income per
share assuming dilution is based on the weighted average number of shares and
common equivalent shares for stock options outstanding during the period.
INCOME TAXES
The Companies calculate their income taxes on a separate basis; however, the
following modifications were made to the Companies' income taxes because federal
income taxes are calculated and paid on a consolidated basis by RJRN Holdings
pursuant to a tax sharing agreement. To the extent foreign tax credits of the
Companies cannot be used currently on a consolidated basis, no credit is given
to the Companies, and other credits, losses or benefits of the Companies not
used separately are recognized by the Companies if they could be used in filing
a consolidated tax return. Deferred federal income taxes are recorded on the
Companies' books, and current federal taxes payable are remitted to Nabisco
Holdings, as agent for Nabisco, who then remits the amounts to RJRN. Generally,
any adjustments to federal and state income tax liabilities for years after 1989
will be paid by RJRN Holdings and charged or credited to Nabisco Holdings, as
applicable. Any adjustments to federal and state income tax liabilities for 1989
or earlier are the obligation of RJRN Holdings. RJRN Holdings will generally pay
to Nabisco Holdings any tax refund actually received by RJRN Holdings and
attributable to Nabisco Holdings for years after 1989. Foreign income taxes
generally are computed on a separate company basis.
F-9
<PAGE>
NABISCO HOLDINGS CORP.
NABISCO, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NOTE 2--OPERATIONS
NATURE OF OPERATIONS
Nabisco Holdings and its subsidiaries comprise one of the largest food
companies in the world. Nabisco is the largest U.S. manufacturer and marketer of
cookies and crackers and a manufacturer and marketer of a broad range of other
food products including margarine, sauces and condiments, nuts, snacks,
non-chocolate candy, chewing gum, hot cereals and pet snacks. Food operations
outside of the United States are conducted by Nabisco International, Inc. and
Nabisco Ltd, subsidiaries of Nabisco. Nabisco Ltd conducts Nabisco's Canadian
operations, producing and selling cookies and crackers, canned fruits and
vegetables, fruit juices, pet snacks, pasta and baking powder throughout Canada.
Nabisco International, Inc. is a leading producer of biscuits, powdered desserts
and drink mixes, baking powder, and other grocery items, as well as industrial
yeast and baking ingredients. Nabisco International, Inc. also exports a variety
of Nabisco products to markets in Europe and Asia from the United States and is
one of the largest multinational packaged food companies in Latin America.
Food products are sold under trademarks owned or licensed by Nabisco and
brand recognition is considered essential to their successful marketing. None of
Nabisco's customers accounted for more than 10% of sales for 1997. At December
31, 1997, Nabisco had approximately 53,000 full time employees. Most of the
unionized workers at Nabisco's domestic locations are represented under a
national contract with the Bakery, Confectionery and Tobacco Workers
International Union, which was ratified in August 1996 and which will expire in
August 2001. Other unions represent the employees at a number of Nabisco
locations. Nabisco Holdings believes that Nabisco's relations with these
employees and with their unions are good.
ACQUISITIONS
In recent years, subsidiaries of Nabisco Holdings have completed a number of
acquisitions to expand the domestic and international food businesses. In
December, 1997, Nabisco acquired the stock of Cornnuts, Inc., a manufacturer of
crispy corn kernel snacks, for approximately $51 million. As of December 31,
1997, the acquisition was carried in other assets in the consolidated balance
sheet pending completion of the purchase price allocation.
During 1996, subsidiaries of Nabisco acquired the stock of the Mayco and
Capri biscuit businesses and the Vizzolini pasta business in Argentina, the
stock of Pilar, a Brazilian biscuit business, and the stock of Fontaneda, a
Spanish biscuit business. In addition, Nabisco formed the Nabisco Taiwan
Corporation which purchased the biscuit, confectionery and snack food assets of
a Taiwanese manufacturer. These acquisitions were accounted for as purchases
with an aggregate purchase price of $203 million resulting in additional
goodwill of $98 million.
In 1995, acquisitions cost approximately $291 million and included (i)
certain trademarks and other assets of Kraft Foods' U.S. and Canadian margarine
and tablespreads business; (ii) certain trademarks and other assets of Primo
Foods Limited, a Canadian manufacturer of dry pasta, canned tomatoes and other
Italian food products; (iii) a 50% interest in Royal Beech-Nut (pty) Ltd., a
South African subsidiary of Del Monte Royal Foods Ltd. Royal Beech-Nut brands
include Beechies, LifeSavers candy and Royal dessert mixes; (iv) certain
production assets of the Salerno Baking division of Sunshine Biscuits; (v) the
assets of Avare and Gumz, two Brazilian milk product companies and (vi) certain
trademarks and other assets of Galletera Tejerias, S.A., a biscuit company in
Venezuela. These acquisitions were accounted for as purchases, which resulted in
additional goodwill of $155 million.
F-10
<PAGE>
NABISCO HOLDINGS CORP.
NABISCO, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NOTE 2--OPERATIONS (CONTINUED)
DISPOSALS AND OTHER
In June 1997, Nabisco sold certain domestic regional brands for $50 million
that resulted in a $32 million gain ($19 million after tax). In addition,
non-recurring expenses of $31 million ($18 million after tax) were recognized
which included a $14 million provision for an additional write-down of a
business held for sale; $10 million expense for the reorganization of the U.S.
Foods Group selling organization; and $7 million expense for international
headquarters relocation. The net $1 million pre-tax gain from these items is
included in selling, advertising, administrative and general expenses in the
Consolidated Statements of Income.
In 1995, operating income was increased by an $11 million net gain related
to the sale of the Ortega Mexican food and the New York Style Bagel Chip
businesses for $162 million.
RESTRUCTURING EXPENSE
Nabisco recorded a restructuring expense of $428 million ($300 million after
tax) in the second quarter of 1996. The restructuring program, which was
undertaken to streamline operations and improve profitability, was substantially
completed during 1997. In addition to the restructuring expense, approximately
$97 million ($57 million after tax) was recognized during 1996 for
implementation and integration expenses, principally for training and relocation
of employees and equipment.
The major components of the $428 million restructuring expense were domestic
sales force reorganizations and other domestic and international workforce
reductions totalling approximately 6,000 employees, product line
rationalizations, non-strategic product line write-downs, contract terminations,
and plant closures and facility reorganizations. The restructuring expense
consisted of approximately $353 million for the domestic food business and
approximately $75 million for the international food business, primarily for
Brazil, Canada and Iberia.
NOTE 3--ACCOUNTS RECEIVABLE
Nabisco maintains an arrangement to sell for cash substantially all of its
domestic trade accounts receivable to a financial institution. In addition,
similar arrangements have been established for the sale of trade accounts
receivable by certain foreign subsidiaries.
NOTE 4--INVENTORIES
The major classes of inventory are shown in the table below (in millions):
<TABLE>
<CAPTION>
DECEMBER 31, DECEMBER 31,
1997 1996
--------------- ---------------
<S> <C> <C>
Finished products.............................................. $ 540 $ 536
Raw materials.................................................. 182 199
Other.......................................................... 143 144
----- -----
Total...................................................... $ 865 $ 879
----- -----
----- -----
</TABLE>
F-11
<PAGE>
NABISCO HOLDINGS CORP.
NABISCO, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NOTE 5--PROPERTY, PLANT AND EQUIPMENT
Components of property, plant and equipment were as follows (in millions):
<TABLE>
<CAPTION>
DECEMBER 31, DECEMBER 31,
1997 1996
------------- -------------
<S> <C> <C>
Land and land improvements....................................... $ 199 $ 199
Buildings and leasehold improvements............................. 942 935
Machinery and equipment.......................................... 3,509 3,245
Construction-in-process.......................................... 390 419
------ ------
5,040 4,798
Less accumulated depreciation.................................... (1,713) (1,511)
------ ------
Net property, plant and equipment............................ $ 3,327 $ 3,287
------ ------
------ ------
</TABLE>
NOTE 6--NOTES PAYABLE
Notes payable consist of notes payable to banks by foreign subsidiaries and
$26 million and $45 million of commercial paper borrowings by the company's
Canadian subsidiary as of December 31, 1997 and 1996, respectively. The weighted
average interest rate on all notes payable and commercial paper borrowings was
7.6% and 13% at December 31, 1997 and 1996. The weighted average interest rates
include nominal borrowing rates in highly inflationary countries, primarily in
Latin America.
NOTE 7--ACCRUED LIABILITIES
Accrued liabilities consisted of the following (in millions):
<TABLE>
<CAPTION>
DECEMBER 31, DECEMBER 31,
1997 1996
--------------- -------------
<S> <C> <C>
Payroll and employee benefits.................................... $ 269 $ 292
Marketing and advertising........................................ 217 259
Restructuring.................................................... 43 151
Insurance........................................................ 50 63
Taxes, other than income taxes................................... 46 55
Interest......................................................... 38 57
All other........................................................ 165 236
----- ------
Nabisco.................................................. 828 1,113
Dividends payable on Common Stock................................ 46 41
Other accrued liabilities........................................ 9 1
----- ------
Nabisco Holdings......................................... $ 883 $ 1,155
----- ------
----- ------
</TABLE>
F-12
<PAGE>
NABISCO HOLDINGS CORP.
NABISCO, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NOTE 8--INCOME TAXES
The provision (benefit) for income taxes before extraordinary item consisted
of the following (in millions):
<TABLE>
<CAPTION>
YEAR ENDED YEAR ENDED YEAR ENDED
DECEMBER 31, DECEMBER 31, DECEMBER 31,
1997 1996 1995
------------------------ ------------------------ ------------------------
<S> <C> <C> <C> <C> <C> <C>
NABISCO NABISCO NABISCO
HOLDINGS NABISCO HOLDINGS NABISCO HOLDINGS NABISCO
----------- ----------- ----------- ----------- ----------- -----------
Current:
Federal........................................... $ 211 $ 211 $ 119 $ 119 $ 63 $ 65
Foreign and other................................. 71 71 34 34 83 83
----- ----- ----- ----- ----- -----
282 282 153 153 146 148
----- ----- ----- ----- ----- -----
Deferred:
Federal........................................... 2 2 (81) (81) 72 72
Foreign and other................................. 9 9 24 24 4 4
----- ----- ----- ----- ----- -----
11 11 (57) (57) 76 76
----- ----- ----- ----- ----- -----
Provision for income taxes.......................... $ 293 $ 293 $ 96 $ 96 $ 222 $ 224
----- ----- ----- ----- ----- -----
----- ----- ----- ----- ----- -----
</TABLE>
The components of the deferred income tax (assets) and liabilities at
December 31, 1997 and 1996 were as follows (in millions):
<TABLE>
<CAPTION>
1997 1996
----------- -----------
<S> <C> <C>
Current deferred income tax assets:
Accrued liabilities........................................................................ $ (32) $ (41)
Other...................................................................................... (1) (20)
----------- -----------
Total current deferred income tax assets............................................... (33) (61)
Valuation allowance........................................................................ 6 6
----------- -----------
Net current deferred income tax assets................................................. $ (27) $ (55)
----------- -----------
Non-current deferred income tax assets:
Pension liabilities........................................................................ $ (31) $ (29)
Other postretirement liabilities........................................................... (150) (138)
Accrued liabilities and other.............................................................. (109) (195)
----------- -----------
Total non-current deferred income tax assets before valuation allowance................ (290) (362)
Valuation allowance, primarily foreign net operating losses................................ 77 83
----------- -----------
Net non-current deferred income tax assets............................................. (213) (279)
----------- -----------
Non-current deferred income tax liabilities:
Property, plant and equipment.............................................................. 336 315
Trademarks................................................................................. 1,059 1,112
Other...................................................................................... 111 168
----------- -----------
Total non-current deferred income tax liabilities...................................... 1,506 1,595
----------- -----------
Net non-current deferred income tax liabilities........................................ $ 1,293 $ 1,316
----------- -----------
----------- -----------
</TABLE>
F-13
<PAGE>
NABISCO HOLDINGS CORP.
NABISCO, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NOTE 8--INCOME TAXES (CONTINUED)
Pre-tax income before extraordinary item for domestic and foreign operations
is shown in the following table (in millions):
<TABLE>
<CAPTION>
YEAR ENDED YEAR ENDED YEAR ENDED
DECEMBER 31, DECEMBER 31, DECEMBER 31,
1997 1996 1995
------------------------ ------------------------ ------------------------
<S> <C> <C> <C> <C> <C> <C>
NABISCO NABISCO NABISCO
HOLDINGS NABISCO HOLDINGS NABISCO HOLDINGS NABISCO
----------- ----------- ----------- ----------- ----------- -----------
Domestic (includes U.S. exports).................... $ 553 $ 553 $ -- $ -- $ 346 $ 353
Foreign............................................. 171 171 113 113 190 190
----- ----- ----- ----- ----- -----
Pre-tax income...................................... $ 724 $ 724 $ 113 $ 113 $ 536 $ 543
----- ----- ----- ----- ----- -----
----- ----- ----- ----- ----- -----
</TABLE>
The differences between the provision for income taxes and income taxes
computed at statutory U.S. federal income tax rates are explained as follows:
<TABLE>
<CAPTION>
YEAR ENDED YEAR ENDED YEAR ENDED
DECEMBER 31, DECEMBER 31, DECEMBER 31,
1997 1996 1995
------------------------ ------------------------ ------------------------
<S> <C> <C> <C> <C> <C> <C>
NABISCO NABISCO NABISCO
HOLDINGS NABISCO HOLDINGS NABISCO HOLDINGS NABISCO
----------- ----------- ----------- ----------- ----------- -----------
Reconciliation from statutory rate to
effective rate:
Income taxes computed at statutory U.S.
federal income tax rates................... 35.0% 35.0% 35.0% 35.0% 35.0% 35.0%
State taxes, net of federal benefit.......... 2.9 2.9 7.3 7.3 3.2 3.1
Goodwill amortization........................ 4.2 4.2 32.5 32.5 5.6 5.5
Taxes on foreign operations at rates other
than statutory U.S. federal rate........... (1.4) (1.4) 10.2 10.2 (.5) (.6)
Other items, net............................. (.2) (.2) -- -- (1.9) (1.7)
----- ----- ----- ----- ----- -----
Effective Tax Rate........................... 40.5% 40.5% 85.0% 85.0% 41.4% 41.3%
----- ----- ----- ----- ----- -----
----- ----- ----- ----- ----- -----
</TABLE>
The reported tax rate of 85% in 1996 resulted from the greater impact of
nondeductible goodwill amortization relative to income before income taxes,
which includes the June 1996 restructuring expense, and from the 30% effective
tax rate on the June 1996 restructuring expense. Excluding the restructuring
expense and related tax benefit, the effective tax rate was 41.4% for 1996.
At December 31, 1997, there was $620 million of accumulated and
undistributed income of foreign subsidiaries. These earnings are intended by
management to be reinvested abroad indefinitely. Accordingly, no applicable U.S.
federal deferred income taxes have been provided nor is a determination of the
amount of unrecognized U.S. federal deferred income taxes practicable.
F-14
<PAGE>
NABISCO HOLDINGS CORP.
NABISCO, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NOTE 9--LONG-TERM DEBT
Long-term debt consisted of the following (in millions):
<TABLE>
<CAPTION>
DECEMBER 31, DECEMBER 31,
1997 1996
------------- -------------
<S> <C> <C>
Commercial paper, average interest rates of 6.2% and 5.8%........ $ 1,991 $ 1,175
Exchange Securities:
8.3% notes due April 15, 1999.................................. 106 538
8.0% notes due January 15, 2000................................ 147 688
6.8% notes due September 1, 2001............................... 80 94
Other notes.................................................... 15 20
6.7% notes due June 15, 2002..................................... 400 400
6.85% notes due June 15, 2005.................................... 399 399
7.05% notes due July 15, 2007.................................... 400 400
7.55% debentures due June 15, 2015............................... 399 399
5.85% notes due August 26, 2009.................................. 200 --
Other long-term debt............................................. 218 124
Less current maturities.......................................... (21) (24)
------ ------
Total.......................................................... $ 4,334 $ 4,213
------ ------
------ ------
</TABLE>
The payment of long-term debt through December 31, 2002 is due as follows
(in millions); 1999-- $120; 2000--$241; 2001--$1,479 and 2002--$1,071.
Nabisco Holdings and Nabisco maintain a five-year $1.5 billion revolving
credit facility and a 364-day $1.381 billion credit facility primarily to
support commercial paper issuances. At the end of the 364-day period, any
borrowings outstanding under the 364-day credit facility are convertible into a
three-year term loan at Nabisco's option. The commitments under the revolving
credit facility decline to approximately $1.46 billion in the final year.
Borrowings under the revolving credit facility bear interest at rates which vary
with the prime rate or LIBOR. Borrowings outstanding under the 364-day credit
facility bear interest at rates which vary with LIBOR. At December 31, 1997,
approximately $890 million was available under the revolving credit facility and
the 364-day credit facility was fully utilized to support commercial paper
borrowings. Similar facilities were in place during 1996 and 1995.
Commercial paper borrowings have been included under long-term debt based on
Nabisco's intention, and ability under its credit facilities, to refinance these
borrowings for more than one year.
The Nabisco credit facilities generally restrict common and preferred
dividends and distributions after April 28, 1995 by Nabisco Holdings to holders
of its equity securities to an aggregate amount equal to $300 million plus 50%
of Nabisco Holdings' cumulative consolidated net income after January 1, 1995.
The Nabisco credit facilities limit the ability of Nabisco Holdings and its
subsidiaries to incur indebtedness, engage in transactions with stockholders and
affiliates, create liens, acquire, sell or dispose of certain assets and
securities and engage in certain mergers or consolidations. In addition, certain
RJRN credit agreements indirectly limit the issuance of equity securities,
beyond certain substantial amounts, by Nabisco and Nabisco Holdings and the sale
or disposition of certain of their assets. Nabisco and Nabisco Holdings believe
that they are currently in compliance with all covenants and restrictions
imposed by the terms of their indebtedness.
F-15
<PAGE>
NABISCO HOLDINGS CORP.
NABISCO, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NOTE 9--LONG-TERM DEBT (CONTINUED)
In August 1997, Nabisco issued $200 million of floating rate (5.85% at
December 31, 1997) notes due August 2009 which are putable and callable in
August 1999. The interest rate for the first two years varies with LIBOR and,
unless the notes are put, is set thereafter, at a fixed rate of 6.2% plus
Nabisco's future credit spread on ten-year treasury notes.
In December 1997, Nabisco completed a tender offer and redeemed $432 million
of its $538 million 8.3% notes due 1999 and $541 million of its $688 million
outstanding 8% notes due 2000. An extraordinary loss of $43 million ($26 million
after tax) was recorded for this transaction. The redemption of these notes was
financed with additional short-term borrowings, which in turn were refinanced by
the issuance of long-term debt in January 1998.
In January 1998, Nabisco issued $400 million of 6% notes due February 15,
2011 which are putable and callable on February 15, 2001; $300 million of 6 1/8%
notes due February 1, 2033 which are putable and callable on February 1, 2003;
and $300 million of 6 3/8% notes due February 1, 2035 which are putable and
callable on February 1, 2005. Unless the notes are put, the interest rates on
the 6% notes, the 6 1/8% notes and the 6 3/8% notes are reset on the applicable
put/call date at 5.75%, 6.07% and 6.07%, respectively, plus, in each case,
Nabisco's future credit spread on treasury notes of comparable maturities. The
net proceeds from these notes were used to repay commercial paper.
Nabisco Holdings and its subsidiaries repaid $2,361 million of intercompany
debt to RJRN and its non-Nabisco subsidiaries during 1995. Together with
Nabisco's issuance of the Exchange Securities (defined below), these
transactions eliminated the entire $4.1 billion of intercompany indebtedness to
RJRN and its non-Nabisco affiliates that was outstanding on December 31, 1994.
These transactions enabled Nabisco to obtain long-term financing independent of
RJRN.
In June 1995, RJRN and Nabisco consummated offers to exchange approximately
$1.8 billion aggregate principal amount of newly issued notes and debentures
(the "Exchange Securities") of Nabisco for the same amount of notes and
debentures issued by RJRN. As part of the transaction, RJRN returned to Nabisco
approximately $1.8 billion of intercompany notes that had been issued by Nabisco
and held by a non-Nabisco affiliate of RJRN. The Exchange Securities issued by
Nabisco have principal amounts, interest rates, maturities and redemption
provisions identical to the corresponding securities issued by RJRN.
On June 28, 1995, Nabisco issued $400 million principal amount of 6.70%
Notes Due 2002, $400 million principal amount of 6.85% Notes Due 2005, and $400
million principal amount of 7.55% Debentures Due 2015. On July 14, 1995, Nabisco
issued $400 million principal amount of 7.05% Notes Due 2007. The net proceeds
from the issuance of such debt securities were used to repay a portion of the
borrowings under its 1995 credit facility.
An extraordinary loss of $29 million ($19 million after tax) was recorded in
1995 in connection with the refinancing of certain long-term debt.
The estimated fair value approximated the carrying amount of long-term debt
at December 31, 1997 and 1996. Considerable judgment was required in
interpreting market data to develop the estimates of fair value. In addition,
the use of different market assumptions and/or estimation methodologies may have
had a material effect on the estimated fair value amounts. Accordingly, the
estimated fair value of long-term debt as of December 31, 1997 and 1996 is not
necessarily indicative of the amounts that Nabisco could realize in a current
market exchange.
F-16
<PAGE>
NABISCO HOLDINGS CORP.
NABISCO, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NOTE 10--RELATED PARTY TRANSACTIONS
INTEREST EXPENSE
For the year ended December 31, 1995 interest expense included Nabisco and
Nabisco Holdings' payments to RJRN and affiliates of $134 million and $7
million, respectively.
GENERAL AND ADMINISTRATIVE COSTS
Commencing in 1995, RJRN Holdings, RJRN and Nabisco Holdings entered into an
agreement to exchange certain administrative services. The net cost of such
services to Nabisco Holdings for the years ended December 31, 1997, 1996 and
1995 was not material.
NOTE 11--COMMITMENTS
At December 31, 1997, other commitments totalled approximately $210 million,
principally for the purchase of machinery and equipment, minimum operating lease
commitments and other contractual arrangements. Rent expense, including
operating leases was $84 million, $77 million and $70 million for the three
years ended December 31, 1997, 1996 and 1995, respectively.
NOTE 12--FINANCIAL INSTRUMENTS
INTEREST RATE ARRANGEMENTS
Nabisco Holdings manages interest rate exposure by adjusting the mix of
floating rate debt and fixed rate debt. As part of such management of interest
rate exposure, Nabisco has entered into various derivative instruments to (i)
partially hedge the interest rate exposure on its floating rate debt; (ii) swap
a portion of its fixed rate debt to floating rate debt; and (iii) lock in the
call premium and initial interest rates related to the January 1998 issuance of
$1.0 billion of putable/callable notes.
At December 31, 1997, outstanding interest rate caps had an aggregate
notional principal amount of $1,574 million, of which $500 million become
effective during 1998. These contracts expire at various dates throughout 1998.
The estimated fair values of these arrangements as of December 31, 1997, and
similar arrangements as of December 31, 1996, were favorable by less than $1
million and unfavorable by less than $1 million, respectively.
At December 31, 1997, outstanding interest rate swaps for $300 million
notional principal amount, expiring in early 1999, had estimated fair values
which were unfavorable by approximately $1 million.
In November 1997, Nabisco locked in the value of the anticipated call
premium associated with the call option feature included in the $1.0 billion of
putable/callable notes issued in January 1998. This was accomplished by selling
$900 million of notional principal call options on the yield to maturity for the
applicable U.S. Treasury securities on the applicable putable/callable date.
Nabisco also sold $600 million notional principal amount of U. S. Treasury
securities to lock in the anticipated initial interest rates on these notes. The
estimated fair values of these arrangements as of December 31, 1997 were
unfavorable by approximately $16 million.
F-17
<PAGE>
NABISCO HOLDINGS CORP.
NABISCO, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NOTE 12--FINANCIAL INSTRUMENTS (CONTINUED)
Estimated fair values for all interest rate arrangements were based on
calculations by independent third parties.
FOREIGN CURRENCY ARRANGEMENTS
At December 31, 1997 and 1996, Nabisco had outstanding forward foreign
exchange contracts with banks to purchase and sell an aggregate amount of $82
million and $72 million, respectively. Such contracts were primarily entered
into to hedge certain international subsidiary debt. The purpose of Nabisco's
foreign currency hedging activities is to protect Nabisco from risk that the
eventual dollar cash flows resulting from transactions with international
parties will be adversely affected by changes in exchange rates. Based on
calculations from independent third parties, the estimated fair value of these
arrangements as of December 31, 1997 was favorable by approximately $2 million
and as of December 31, 1996 was approximately equal to the committed amount.
MARKET AND CREDIT RISK
The outstanding interest rate and foreign currency arrangements involve, to
varying degrees, elements of market risk as a result of potential changes in
foreign currency exchange rates. To the extent that the financial instruments
entered into remain outstanding as effective hedges of existing foreign currency
exposure, the impact of such potential changes in foreign currency exchange
rates on the financial instruments entered into would offset the related impact
on the items being hedged. Also, Nabisco may be exposed to credit losses in the
event of non-performance by the counterparties to these financial instruments.
However, management continually monitors its positions and the credit rating of
its counterparties and therefore, does not anticipate any non-performance.
There are no significant concentrations of credit risk with any individual
counterparties or groups of counterparties as a result of any financial
instruments entered into including those financial instruments discussed above.
NOTE 13--STOCKHOLDERS' EQUITY
NABISCO HOLDINGS
The authorized capital stock of Nabisco Holdings consists of (a) 1 billion
shares of Common Stock, par value $.01 per share, of which (i) 265,000,000
shares have been designated as Class A Common Stock, of which 51,750,000 shares
were issued during 1995, (ii) 213,250,000 shares have been designated as Class B
Common Stock, all of which were issued during 1995 and are outstanding, (iii)
the remaining 521,750,000 shares may be designated by the board of directors as
either Class A or Class B Common Stock prior to issuance, and (b) 75,000,000
shares of Preferred Stock, par value $.01 per share, of which no shares have
been issued.
The holders of Class A Common Stock and Class B Common Stock generally have
identical rights except that holders of Class A Common Stock are entitled to one
vote per share while holders of Class B Common Stock are entitled to ten votes
per share on all matters to be voted on by stockholders. Each share of Class B
Common Stock is convertible, at the option of the holder, into one share of
Class A Common Stock.
F-18
<PAGE>
NABISCO HOLDINGS CORP.
NABISCO, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NOTE 13--STOCKHOLDERS' EQUITY (CONTINUED)
RJRN Holdings beneficially owns 100% of the Class B Common Stock of Nabisco
Holdings which represents 80.7% of the economic interest and 97.7% of the
combined voting power of the Common Stock as of December 31, 1997. Any shares of
Class B Common Stock disposed of by RJRN shall automatically convert to shares
of Class A Common Stock on a share-for-share basis upon such disposition, except
for (i) a disposition to RJRN Holdings or one of its subsidiaries or (ii) a
disposition effected in connection with a transfer of Class B Common Stock to
the stockholders of RJRN Holdings as a dividend intended to be on a tax-free
basis in which case the conversion of the Class B Common Stock to Class A Common
Stock will be structured as necessary to preserve the tax-free status of the
transfer.
In December 1997, Nabisco Holdings board of directors authorized the
repurchase from time to time of up to 2 million shares of Class A Common Stock.
As of December 31, 1997, Nabisco Holdings had reacquired 682,000 shares at a
cost of $32 million. The treasury shares will be used to satisfy awards under
the Nabisco Holdings 1994 Long Term Incentive Plan.
During 1996, 54,981 shares of Class A Common Stock were sold in connection
with purchase stock grants awarded under the Nabisco LTIP. The shares were
purchased at their fair market value for a total of approximately $2 million by
two current members of the board of directors. At the time of the purchases, one
was an executive of Nabisco Holdings and one was an executive and director of
RJR Nabisco, Inc. Each of these individuals borrowed the total amount of the
purchase price on a secured basis. The borrowings are presented as notes
receivable in the consolidated statement of stockholders' equity.
During 1996, 14,672 shares of Class A Common Stock were awarded under the
Nabisco LTIP as restricted stock.
On January 26, 1995, Nabisco Holdings completed the Nabisco Holdings Common
Stock Offering at an initial offering price of $24.50 per share. In connection
with the Nabisco Holdings Common Stock Offering, RJRN Holdings, RJRN and Nabisco
Holdings entered into agreements to exchange certain services, to establish tax
sharing arrangements and to provide RJRN with certain preemptive and
registration rights with respect to Nabisco Holdings' securities.
The paid-in capital amount reported in Nabisco Holdings consolidated
statements of stockholder's equity as of January 1, 1995 represents RJR
Nabisco's investment in Nabisco Holdings as of December 31, 1994.
Nabisco Holdings' dividends are funded from matching dividends paid on the
same dates by Nabisco.
NABISCO
Nabisco paid Nabisco Holdings (a) a $79 million dividend in June 1995 to
enable Nabisco Holdings to repay certain indebtedness to RJRN at the conclusion
of the exchange offers, and (b) on a net basis, additional dividends and
distributions during the third quarter of 1995 totalling $2 million. See Note 9
to the Consolidated Financial Statements.
In September 1995, Nabisco Holdings terminated its intercompany royalty
agreement with Nabisco and made a non-cash capital contribution to Nabisco of
its unamortized intangible balance for trademarks of $36 million.
F-19
<PAGE>
NABISCO HOLDINGS CORP.
NABISCO, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NOTE 13--STOCKHOLDERS' EQUITY (CONTINUED)
STOCK PLANS
The Nabisco Holdings Corp. 1994 Long Term Incentive Plan (the "Nabisco
LTIP") provides for grants of incentive stock options, other stock options,
stock appreciation rights, restricted stock, purchase stock, dividend equivalent
rights, performance units, performance shares, or other stock-based grants.
Awards under the Nabisco LTIP may be granted to key employees of, or other
persons having a unique relationship to Nabisco Holdings and its subsidiaries,
all as determined by the compensation committee of the board of directors.
Members of the compensation committee are ineligible for grants. The maximum
number of shares which may be granted in respect of all awards during the term
of the Nabisco LTIP is 28.3 million shares of Class A Common Stock, which
includes the 12 million share increase approved by the shareholders on April 17,
1997. The Nabisco LTIP limits the amount of shares which may be issued pursuant
to "incentive stock options" and the amount of shares which may be issued to any
one participant. The annually granted stock options have a 15 year term for the
1995 grants and a 10 year term for grants made thereafter. Stock option grants
vest over three years, but cannot be exercised for three years following the
grant date. The exercise price is the fair market value of the stock at the
grant date.
Key employees of Nabisco with outstanding stock options under the RJRN
Holdings' 1990 Long Term Incentive Plan ("RJRN Holdings LTIP"), were permitted
to elect to surrender 100% of their outstanding RJRN Holdings LTIP stock options
in exchange for the grant of options under the Nabisco LTIP. Similarly, key
employees of RJRN having an impact on the operations of Nabisco were permitted
to exchange a portion of their outstanding RJRN Holdings LTIP stock options in
exchange for the grant of options under the Nabisco LTIP. In 1995, stock options
covering a total of 5,971,858 shares of Class A Common Stock were granted to
Nabisco and RJRN employees in exchange for the cancellation of RJRN Holdings
stock options. The number of shares of Class A Common Stock subject to options
in such exchange was based on the relative fair market values of RJRN Holdings
common stock and Class A Common Stock on the date of grant, regardless of the
exercise price of options for RJRN Holdings common stock. The exercise price of
such Nabisco Holdings stock options was equal to the fair market value of Class
A Common Stock on the date of grant. The Nabisco Holdings stock options granted
in exchange for the cancellation of RJRN Holdings stock options are fully vested
and have a 15 year term, but are otherwise treated as newly granted options and
may not be exercised for three years after the date of the grant.
On February 15, 1995, the board of directors of Nabisco Holdings adopted the
Stock Option Plan for Directors for Nabisco Holdings Corp. and Subsidiaries (the
"Directors Plan"). Directors of Nabisco Holdings who have never been employees
of RJRN Holdings or any of its subsidiaries are eligible to be granted options
under the plan which provides for the issuance of a maximum of 300,000 shares of
Class A Common Stock. The option terms are substantially similar to the Nabisco
LTIP. Stock option grants during 1997, 1996 and 1995 were 6,000, 7,500 and
53,300 shares, respectively.
F-20
<PAGE>
NABISCO HOLDINGS CORP.
NABISCO, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NOTE 13--STOCKHOLDERS' EQUITY (CONTINUED)
At December 31, 1997, none of the outstanding options on Class A Common
Stock were exercisable, as all outstanding options will become exercisable in
three years following the date of grant. As of December 31, 1997, options for
14,370,820 shares were available for future grant. The changes in stock options
under Nabisco Holdings' stock plans are as follows:
<TABLE>
<CAPTION>
1997 1996 1995
----------------------------- ----------------------------- ----------------------------
WEIGHTED-AVERAGE WEIGHTED-AVERAGE WEIGHTED-AVERAGE
OPTIONS EXERCISE PRICE OPTIONS EXERCISE PRICE OPTIONS EXERCISE PRICE
----------- ---------------- ----------- ---------------- ---------- ----------------
<S> <C> <C> <C> <C> <C> <C>
Balance outstanding as of
January 1,....................... 11,727,881 $28.57 8,909,663 $26.77 -- --
Granted in exchange for cancelled
RJRN Holdings stock options...... -- -- -- -- 5,971,858 $26.57
Other grants....................... 2,758,500 37.22 3,114,200 33.83 3,071,405 27.20
Cancelled.......................... (326,854) 33.13 (295,982) 29.73 (133,600) 27.41
----------- ----------- ----------
Balance outstanding as of December
31,.............................. 14,159,527 $30.15 11,727,881 $28.57 8,909,663 $26.77
----------- ----------- ----------
----------- ----------- ----------
Weighted-average fair value of
options granted during the year.. $ 12.55 $ 11.00 $ 11.41
----------- ----------- ----------
----------- ----------- ----------
</TABLE>
<TABLE>
<CAPTION>
OPTIONS OUTSTANDING
-------------------------------------------------
NUMBER WEIGHTED-AVERAGE
OUTSTANDING REMAINING WEIGHTED-AVERAGE
RANGE OF EXERCISE PRICES AT 12/31/97 CONTRACTUAL LIFE EXERCISE PRICE
- --------------------------------------------------------------------------- ----------- ---------------- ----------------
<S> <C> <C> <C>
$24.50 - $27.88............................................................ 4,961,429 12.1 $25.74
$28.00 - $32.63............................................................ 3,874,474 11.9 28.28
$33.00 - $36.38............................................................ 2,631,634 8.2 33.98
$37.00 - $46.31............................................................ 2,691,990 9.1 37.23
-----------
14,159,527 10.8 $30.15
-----------
</TABLE>
Nabisco Holdings recognizes and measures costs related to employee stock
plans utilizing the intrinsic value based method. Had compensation expense been
determined based upon the fair value of awards granted during 1997, 1996 and
1995, Nabisco Holdings' net income and net income per share amounts would have
been as indicated in the table below. Nabisco's net income would have been
reduced by the same amounts indicated.
<TABLE>
<CAPTION>
1997 1996 1995
-------------------- -------------------- --------------------
AS AS AS
REPORTED PRO FORMA REPORTED PRO FORMA REPORTED PRO FORMA
-------- --------- -------- --------- -------- ---------
<S> <C> <C> <C> <C> <C> <C>
Net income (in millions).................................... $ 405 $ 387 $ 17 $ 4 $ 295 $ 248
Net income per share........................................ $1.53 $1.46 $ .06 $ .02 $1.13 $ .95
Net income per share - assuming dilution.................... $1.51 $1.44 $ .06 $ .02 $1.13 $ .95
</TABLE>
The pro forma reduction in net income in 1995 of $47 million includes $41
million in fair value for the 5,971,858 stock options granted in exchange for
the cancellation of RJRN Holdings stock options, as previously described.
F-21
<PAGE>
NABISCO HOLDINGS CORP.
NABISCO, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NOTE 13--STOCKHOLDERS' EQUITY (CONTINUED)
For options granted, fair value was determined using the Black-Scholes
option pricing model with the following weighted-average assumptions:
<TABLE>
<CAPTION>
1997 1996 1995
----- ----- -----
<S> <C> <C> <C>
Dividend yield............................................................................... 1.7% 1.9% 1.9%
Expected volatility.......................................................................... 23% 24% 27%
Risk-free interest rate...................................................................... 6.6% 6.4% 6.8%
Expected option life (years)................................................................. 7 7 11
</TABLE>
NOTE 14--RETIREMENT BENEFITS
PENSION BENEFITS
RJRN and its subsidiaries sponsor a number of non-contributory defined
benefit pension plans covering most U.S. and certain foreign employees of
Nabisco. Plans covering the majority of salaried employees in the food
operations provide pension benefits that are based on credits, determined by
age, earned throughout an employee's service and final average compensation
before retirement. Plan benefits are offered as lump sum or annuity options.
Plans covering hourly as well as certain salaried employees in the food
operations provide pension benefits that are based on the employee's length of
service and final average compensation before retirement. RJRN's policy is to
fund the cost of current service benefits and past service cost over periods not
exceeding 30 years to the extent that such costs are currently tax deductible.
Additionally, RJRN and its subsidiaries participate in several (i)
multi-employer plans, which provide benefits to certain of Nabisco's union
employees, and (ii) defined contribution plans which provide benefits to certain
employees in foreign countries. Employees in foreign countries who are not U.S.
citizens are also covered by various postemployment benefit arrangements, some
of which are considered to be defined benefit plans for accounting purposes.
A summary of the components of pension expense is as follows (in millions):
<TABLE>
<CAPTION>
YEAR ENDED YEAR ENDED YEAR ENDED
DECEMBER 31, DECEMBER 31, DECEMBER 31,
1997 1996 1995
--------------- --------------- ---------------
<S> <C> <C> <C>
Defined benefit pension plans:
Service cost--benefits earned during the period....................... $ 39 $ 47 $ 32
Interest cost on projected benefit obligation......................... 116 109 110
Less actual return on plan assets..................................... (203) (180) (229)
Net amortization and deferral......................................... 74 56 115
----- ----- -----
Total............................................................. 26 32 28
Multi-employer and other defined contribution plans..................... 33 35 32
----- ----- -----
Total pension expense............................................. $ 59 $ 67 $ 60
----- ----- -----
----- ----- -----
</TABLE>
F-22
<PAGE>
NABISCO HOLDINGS CORP.
NABISCO, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NOTE 14--RETIREMENT BENEFITS (CONTINUED)
The principal plans used the following actuarial assumptions for accounting
purposes:
<TABLE>
<CAPTION>
U.S. PLANS FOREIGN PLANS
------------------------------ ------------------------------
DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31,
1997 1996 1997 1996
--------------- ------------- --------------- -------------
<S> <C> <C> <C> <C>
Weighted average discount rate................... 7.0% 7.5% 8.0% 8.0%
Rate of increase in compensation levels.......... 5.0% 5.0% 4.8% 4.7%
Expected long-term rate of return on assets...... 9.5% 9.5% 8.0% 8.0%
</TABLE>
The following table sets forth the funded status and amounts recognized in
the consolidated balance sheets at December 31, 1997 and 1996 for defined
benefit pension plans for Nabisco (in millions):
<TABLE>
<CAPTION>
U.S. PLANS FOREIGN PLANS
---------------------------------------------------------- -------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
DECEMBER 31,
DECEMBER 31, 1997 DECEMBER 31, 1996 DECEMBER 31, 1997 1996
---------------------------- ---------------------------- ---------------------------- -------------
<CAPTION>
PLANS WHOSE PLANS WHOSE PLANS WHOSE PLANS WHOSE
---------------------------- ---------------------------- ---------------------------- -------------
ASSETS ACCUMULATED ASSETS ACCUMULATED ASSETS ACCUMULATED ASSETS
EXCEEDED BENEFITS EXCEEDED BENEFITS EXCEEDED BENEFITS EXCEEDED
ACCUMULATED EXCEEDED ACCUMULATED EXCEEDED ACCUMULATED EXCEEDED ACCUMULATED
BENEFITS ASSETS BENEFITS ASSETS BENEFITS ASSETS BENEFITS
------------- ------------- ------------- ------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
Actuarial present
value of:
Vested benefits.... $ 1,261 $ 47 $ 1,203 $ 32 $ 108 $ 73 $ 160
Non-vested
benefits......... 56 1 25 -- 1 1 2
------ ------ ------ ------ ------ ------ ------
Accumulated benefit
obligation....... 1,317 48 1,228 32 109 74 162
Effect of future
salary
increases........ 147 2 97 2 19 2 20
------ ------ ------ ------ ------ ------ ------
Projected benefit
obligation....... 1,464 50 1,325 34 128 76 182
Plan assets at fair
market value....... 1,359 -- 1,294 -- 150 59 201
------ ------ ------ ------ ------ ------ ------
Plan assets in excess
of (less than)
projected benefit
obligation......... (105) (50) (31) (34) 22 (17) 19
Unrecognized net
(gain) loss........ 55 22 (23) 9 (27) (5) (35)
Unrecognized prior
service cost....... 17 (4) 19 (5) (5) 3 (6)
Adjustment required
to recognize
minimum pension
liability.......... -- (15) -- (9) -- (3) --
------ ------ ------ ------ ------ ------ ------
Net pension
liabilities
recognized in the
consolidated
balance sheets..... $ (33) $ (47) $ (35) $ (39) $ (10) $ (22) $ (22)
------ ------ ------ ------ ------ ------ ------
------ ------ ------ ------ ------ ------ ------
<CAPTION>
<S> <C>
ACCUMULATED
BENEFITS
EXCEEDED
ASSETS
-------------
<S> <C>
Actuarial present
value of:
Vested benefits.... $ 16
Non-vested
benefits......... 1
------
Accumulated benefit
obligation....... 17
Effect of future
salary
increases........ 1
------
Projected benefit
obligation....... 18
Plan assets at fair
market value....... 2
------
Plan assets in excess
of (less than)
projected benefit
obligation......... (16)
Unrecognized net
(gain) loss........ 1
Unrecognized prior
service cost....... 2
Adjustment required
to recognize
minimum pension
liability.......... (2)
------
Net pension
liabilities
recognized in the
consolidated
balance sheets..... $ (15)
------
------
</TABLE>
At December 31, 1997, over 92% of the plans' assets were invested in listed
stocks and bonds and other highly liquid investments. The balance consisted of
various income producing investments.
F-23
<PAGE>
NABISCO HOLDINGS CORP.
NABISCO, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NOTE 14--RETIREMENT BENEFITS (CONTINUED)
POSTRETIREMENT BENEFITS
In addition to providing pension benefits, RJRN provides certain health care
and life insurance benefits for retired employees of Nabisco and their
dependents. Substantially all of its regular full-time employees, including
certain employees in foreign countries, may become eligible for those benefits
if they reach retirement age while working for Nabisco.
Net postretirement health and life insurance benefit costs for the years
ended December 31, 1997, 1996 and 1995 consist of the following (in millions):
<TABLE>
<CAPTION>
1997 1996 1995
---- ---- ----
<S> <C> <C> <C>
Service cost--benefits earned during the period..................................................... $ 7 $ 7 $ 8
Interest cost on accumulated postretirement benefit obligation...................................... 33 32 32
---- ---- ----
Net postretirement health care and life insurance costs........................................... $40 $39 $40
---- ---- ----
---- ---- ----
</TABLE>
Nabisco's postretirement health and life insurance benefit plans sponsored
by RJRN currently are not funded. The status of the plans for Nabisco as of
December 31, 1997 and 1996 is as follows (in millions):
<TABLE>
<CAPTION>
1997 1996
--------- ---------
<S> <C> <C>
Actuarial present value of accumulated postretirement benefit obligation:
Retirees........................................................................................ $ 375 $ 345
Fully eligible active plan participants......................................................... 45 46
Other active plan participants.................................................................. 117 110
Unrecognized actuarial amounts.................................................................... (106) (73)
--------- ---------
Accrued postretirement health care and life insurance costs....................................... $ 431 $ 428
--------- ---------
--------- ---------
</TABLE>
The assumed health care cost trend rate used in measuring the accumulated
postretirement benefit obligation was 6.5% for 1997, and 6.0% for 1998,
gradually declining to 5% by the year 2000 and remaining at that level
thereafter. A one percentage point increase in the assumed health care cost
trend rate for each year would increase the accumulated postretirement benefit
obligation as of December 31, 1997 and the aggregate of the service and interest
cost components of net periodic postretirement benefit cost for the year then
ended by approximately $41 million and $4 million, respectively.
The assumed discount rate used in determining the accumulated postretirement
benefit obligation was 7.0% and 7.5% as of December 31, 1997 and 1996,
respectively.
F-24
<PAGE>
NABISCO HOLDINGS CORP.
NABISCO, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NOTE 15--SEGMENT INFORMATION
GEOGRAPHIC DATA
The following tables show certain financial information relating to Nabisco
Holdings' operations in various geographic areas (in millions):
<TABLE>
<CAPTION>
YEAR ENDED YEAR ENDED YEAR ENDED
DECEMBER 31, DECEMBER 31, DECEMBER 31,
1997 1996 1995
------------- ------------- -------------
<S> <C> <C> <C>
Net sales:
United States....................................................... $ 6,149 $ 6,315 $ 6,059
Latin America....................................................... 1,438 1,442 1,307
Other geographic areas.............................................. 1,147 1,132 928
------ ------ ------
Combined net sales................................................ $ 8,734 $ 8,889 $ 8,294
------ ------ ------
------ ------ ------
Operating income:
United States (1)................................................... $ 875 $ 333 $ 681
Latin America (2)................................................... 93 73 136
Other geographic areas (2).......................................... 114 68 85
------ ------ ------
Combined operating income......................................... $ 1,082 $ 474 $ 902
------ ------ ------
------ ------ ------
</TABLE>
<TABLE>
<CAPTION>
DECEMBER 31, 1997 DECEMBER 31, 1996
----------------- -----------------
<S> <C> <C>
Assets:
United States......................................................... $ 9,366 $ 9,476
Latin America......................................................... 1,528 1,530
Other geographic areas................................................ 1,233 1,284
------- -------
Combined assets..................................................... $ 12,127 $ 12,290
------- -------
------- -------
Liabilities of operations located in foreign countries.................. $ 932 $ 1,000
------- -------
------- -------
</TABLE>
- ------------------------
(1) The 1997 amount includes a $32 million gain and non-recurring expenses of
$24 million; the 1996 amount includes $353 million for restructuring expense
and $91 million of restructuring related expenses; and the 1995 amount
includes an $11 million net gain related to the sale of the Ortega Mexican
food and the New York Style Bagel Chip businesses.
(2) The 1997 amount includes $7 million of non-recurring expense. The 1996
amount includes restructuring expense of $51 million for Latin America and
$24 million for other geographic areas and $6 million of restructuring
related expense.
F-25
<PAGE>
NABISCO HOLDINGS CORP.
NABISCO, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NOTE 16--QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)
The following is a summary of the quarterly results of operations and per
share data for Nabisco Holdings for the quarterly periods of 1997 and 1996:
<TABLE>
<CAPTION>
(IN MILLIONS, EXCEPT PER SHARE DATA) FIRST SECOND THIRD FOURTH
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
1997(1)
Net sales................................................................. $ 1,905 $ 2,191 $ 2,203 $ 2,435
Gross profit.............................................................. 796 952 954 1,082
Operating income.......................................................... 196 264 244 378
Income before extraordinary item.......................................... 64 103 92 172
Net income................................................................ 64 103 92 146
PER SHARE DATA:
Income before extraordinary item.......................................... $ .24 $ .39 $ .35 $ .65
Income before extraordinary item assuming dilution........................ .24 .39 .34 .64
Net income................................................................ .24 .39 .35 .55
Net income assuming dilution.............................................. .24 .39 .34 .54
Dividends declared........................................................ .155 .175 .175 .175
Market price
High.................................................................... 44 1/2 43 1/2 43 7/8 48 1/2
Low..................................................................... 36 1/2 36 37 1/2 39 1/2
<CAPTION>
FIRST SECOND THIRD FOURTH
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
1996(2)(3)
Net sales................................................................. $ 1,990 $ 2,178 $ 2,238 $ 2,483
Gross profit.............................................................. 808 907 906 1,042
Operating income (loss)................................................... 181 (195) 208 280
Income (loss) before extraordinary item................................... 53 (216) 70 110
Net income (loss)......................................................... 53 (216) 70 110
PER SHARE DATA:
Income (loss) before extraordinary item and income (loss) before
extraordinary item assuming dilution.................................... $ .20 $ (.81) $ .26 $ .41
Net income (loss) and net income (loss) assuming dilution................. .20 (.81) .26 .41
Dividends declared........................................................ .1375 .155 .155 .155
Market price
High.................................................................... 36 7/8 36 1/4 35 5/8 40 1/4
Low..................................................................... 30 30 1/2 31 1/8 32 1/8
</TABLE>
- ------------------------
(1) The second quarter of 1997 includes a $32 million gain ($19 million after
tax or $.07 per share) from the sale of certain regional brands and
non-recurring expenses of $31 million ($18 million after tax or $.07 per
share).
(2) The second quarter of 1996 includes restructuring expense of $428 million
($300 million after tax or $1.13 per share).
(3) The second, third and fourth quarters of 1996 include restructuring related
expenses of $10 million ($6 million after tax or $.02 per share), $17
million ($10 million after tax or $.04 per share) and $70 million ($41
million after tax or $.15 per share), respectively.
F-26
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NO.
- -------------
<C> <S>
3.1 Restated Certificate of Incorporation of Nabisco Holdings Corp. (incorporated by reference to
Exhibit 3.1 to Quarterly Report on Form 10-Q of Nabisco Holdings Corp. and Nabisco, Inc. for the
fiscal quarter ended March 31, 1995, filed May 11, 1995 (the "March 1995 Nabisco Form 10-Q")).
3.2 Amended Bylaws of Nabisco Holdings Corp., as amended (incorporated by reference to Exhibit 3.2 of
the March 1995 Nabisco Form 10-Q).
3.3 Restated Certificate of Incorporation of Nabisco, Inc. (incorporated by reference to Exhibit 3.1 to
Amendment No. 1, filed on March 29, 1995, to the Registration Statement on Form S-4 of Nabisco,
Inc., Registration No. 33-90224, filed on March 10, 1995 (the "Form S-4, Registration No.
33-90224")).
3.4 Amended Bylaws of Nabisco, Inc., as amended (incorporated by reference to Exhibit 3.2 to Form S-4,
Registration No. 33-90224).
4.1 Indenture, dated as of June 5, 1995, between Nabisco, Inc. and Citibank, N.A. (incorporated by
reference to Exhibit 4.1 to the Registration Statement on Form S-3 of Nabisco, Inc., Registration
No. 33-93214, filed June 7, 1995).
4.2 The Registrant agrees to furnish copies of any instrument defining the rights of holders of
long-term debt of the Registrant and its consolidated subsidiaries that does not exceed 10 percent
of the total assets of the Registrant and its consolidated subsidiaries to the Commission upon
request.
10.1 Credit Agreement (the "Revolving Credit Agreement"), dated as of October 31, 1996, among Nabisco
Holdings Corp., Nabisco, Inc. and the lending institutions parties thereto.
10.2 Credit Agreement (the "364 Day Facility"), dated as of October 31, 1996, among Nabisco Holdings
Corp., Nabisco, Inc., and the lending institutions parties thereto.
*10.3 First Amendment dated as of September 18, 1997, for the 364 Day Facility.
10.4 Intercompany Services and Operating Agreement between Nabisco Holdings Corp. and RJR Nabisco, Inc.
(incorporated by reference to Exhibit 10.1 to the March 1995 Nabisco Form 10-Q).
10.5 Corporate Agreement between Nabisco Holdings Corp. and RJR Nabisco, Inc. (incorporated by reference
to Exhibit 10.2 to the March 1995 Nabisco Form 10-Q).
10.6 Tax Sharing Agreement between Nabisco Holdings Corp. and RJR Nabisco Holdings, Corp. (incorporated
by reference to Exhibit 10.3 to the March 1995 Nabisco Form 10-Q).
10.7 Exchange and Indemnification Agreement among Nabisco, Inc., Nabisco Holdings Corp. and RJR Nabisco,
Inc. dated as of April 28, 1995 (incorporated by reference to Exhibit 10.1 to Quarterly Report on
Form 10-Q of Nabisco Holdings Corp. and Nabisco, Inc. for the fiscal quarter ended September 30,
1995, filed November 1, 1995 (the "September 1995 Nabisco Form 10-Q)).
10.8 Form of Employment Agreement by and between Nabisco, Inc. and the executive named therein
(incorporated by reference to Exhibit 10.2 to the September 1995 Nabisco Form 10-Q).
10.9 Form of Employment Agreement dated October 31, 1988 by and between RJR Nabisco, Inc. and the
executive named therein as amended by the Amendment by and between RJR Nabisco, Inc., Nabisco, Inc.
and the executive named therein (incorporated by reference to Exhibit 10.3 to Quarterly Report on
Form 10-Q/A of Nabisco Holdings Corp. and Nabisco, Inc. for the fiscal quarter ended September 30,
1995, filed November 1, 1995.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NO.
- -------------
10.10 Amended and Restated Nabisco Holdings Corp. 1994 Long Term Incentive Plan (effective April 17, 1997)
(incorporated by reference to Exhibit 10.1 to Quarterly Report on Form 10-Q of Nabisco Holdings
Corp. and Nabisco, Inc. for the fiscal quarter ended March 31, 1997, filed August 4, 1997 (the
"March 1997 Nabisco Form 10-Q")).
<C> <S>
10.10(a) Form of Performance Unit Agreement between Nabisco Holdings Corp. and the grantee named therein
(one-year period) (incorporated by reference to Exhibit 10.11(a) to Annual Report on Form 10-K of
Nabisco Holdings Corp. and Nabisco, Inc. for the fiscal year ended December 31, 1995, filed February
23, 1996, (the "1995 Nabisco Form 10-K")).
10.10(b) Form of Performance Unit Agreement between Nabisco Holdings Corp. and the grantee named therein
(three-year period) (incorporated by reference to Exhibit 10.11(b) to the 1995 Nabisco Form 10-K).
10.10(c) Form of Non-Qualified Stock Option Agreement between Nabisco Holdings Corp. and the grantee named
therein (regular grant) (incorporated by reference to Exhibit 10.11(c) to the 1995 Nabisco Form
10-K).
10.10(d) Form of Non-Qualified Stock Option Agreement between Nabisco Holdings Corp. and the grantee named
therein (conversion grant) (incorporated by reference to Exhibit 10.11(d) to the 1995 Nabisco Form
10-K).
10.10(e) Form of Secured Promissory Note of purchaser named therein in favor of Nabisco Holdings Corp. (1996)
(incorporated by reference to Exhibit 10.1 to Quarterly Report on Form 10-Q of Nabisco Holdings
Corp. and Nabisco, Inc. for the fiscal quarter ended March 31, 1996, filed May 2, 1996 (the "March
1996 Nabisco Form 10-Q")).
10.10(f) Form of Performance Unit Agreement between Nabisco Holdings Corp. and the grantee named therein
(1996: one-year period)(incorporated by reference to Exhibit 10.2 to the March 1996 Nabisco Form
10-Q).
10.10(g) Form of Non-Qualified Stock Option Agreement between Nabisco Holdings Corp. and the grantee named
therein (1996 grant)(incorporated by reference to Exhibit 10.3 to the March 1996 Nabisco Form 10-Q).
10.10(h) Form of Non-Qualified Stock Option Agreement between Nabisco Holdings Corp. and the Director named
therein dated as of April 17, 1997 (incorporated by reference to Exhibit 10.2 to the March 1997
Nabisco Form 10-Q).
10.11 Performance Unit Agreement between Nabisco Holdings Corp. and H. John Greeniaus (1997 grant - 1 year
period), dated February 26, 1997 (incorporated by reference to Exhibit 10.1 to Quarterly Report on
Form 10-Q of the Nabisco Holdings Corp. and Nabisco, Inc. for the fiscal quarter ended September 30,
1997, filed October 31, 1997).
10.12 Amended and Restated Deferred Compensation Plan for Directors (dated as of September 15, 1996)
(incorporated by reference to Exhibit 10.1 to Quarterly Report on Form 10-Q of Nabisco Holdings
Corp. and Nabisco, Inc. for the fiscal quarter ended September 30, 1996, filed November 1, 1996 (the
"September 1996 Nabisco Form 10-Q")).
10.13 Retirement Trust Agreement, made as of October 12, 1988, between RJR Nabisco, Inc. and Wachovia Bank
and Trust Company, N.A. (incorporated by reference to Exhibit 10.6 to the Registration Statement on
Form S-4 of RJR Holdings Corp. and RJR Holdings Group, Inc., Registration No. 33-27894, filed April
5, 1989, as amended (the "Form S-4, Registration No. 33-27894")).
10.14 Form of Employment Agreement Without Change of Control provision (incorporated by reference to
Exhibit 10.16 to the Form S-4, Registration No. 33-27894).
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NO.
- -------------
10.14(a) Special Addendum, dated December 20, 1988 (incorporated by reference to Exhibit 10(d)(ii) to the
Annual Report on Form 10-K of RJR Nabisco Holdings Corp. and RJR Nabisco, Inc. for the fiscal year
ended December 31, 1988, file numbers 1-10215 and 1-6388, filed on March 9, 1989, as amended through
April 14, 1989 (the "1988 RJRN Form 10-K").
<C> <S>
10.15 Trust Agreement between RJR Nabisco, Inc. and Wachovia Bank and Trust Company, N.A., as Trustee,
dated January 27, 1989 (incorporated by reference to Exhibit 10(d)(iv) to the 1988 RJRN 10-K).
10.16 Master Trust Agreement, as amended and restated as of October 12, 1988, between RJR Nabisco, Inc.
and Wachovia Bank and Trust Company, N.A. (incorporated by reference to Exhibit 10.18 to the Form
S-4, Registration No. 33-27894).
10.17(a) Amendment No. 1 to Master Trust Agreement, dated January 27, 1989 (incorporated by reference to
Exhibit 10(g)(ii) to the 1988 RJRN Form 10-K).
10.17(b) Amendment No. 2 to Master Trust Agreement, dated January 27, 1989 (incorporated by reference to
Exhibit 10(g)(iii) to the 1988 RJRN Form 10-K).
10.18 Excess Benefit Master Trust Agreement, as amended and restated as of October 12, 1988, between RJR
Nabisco, Inc. and Wachovia Bank and Trust Company, N.A. (incorporated by reference to Exhibit 10.21
to the Form S-4, Registration No. 33-27894).
10.18(a) Amendment No. 1 to Excess Benefit Master Trust Agreement, dated January 27, 1989 (incorporated by
reference to Exhibit 10(h)(ii) to the 1988 RJRN Form 10-K).
10.19 Supplemental Benefits Plan of RJR Nabisco, Inc. and Participating Companies, as amended on October
12, 1988 (incorporated by reference to Exhibit 10.25 to the Form S-4, Registration No. 33-27894).
10.19(a) Amendment to Supplemental Benefits Plan, dated November 23, 1988 (incorporated by reference to
Exhibit 10(k)(ii) to the 1988 RJRN Form 10-K).
10.19(b) Amendment No. 2 to Supplemental Benefits Plan, dated January 27, 1989 (incorporated by reference to
Exhibit 10(k)(iii) to the 1988 RJRN Form 10-K).
10.20 Additional Benefits Plan of RJR Nabisco, Inc. and Participating Companies, effective October 12,
1988 (incorporated by reference to Exhibit 10.28 to the Form S-4, Registration No. 33-27894).
10.20(a) Amendment to Additional Benefits Plan, dated October 28, 1988 (incorporated by reference to Exhibit
10(l)(ii) to the 1988 RJRN Form 10-K).
10.20(b) Amendment to Additional Benefits Plan, dated November 23, 1988 (incorporated by reference to Exhibit
10(l)(iii) to the 1988 RJRN Form 10-K).
10.20(c) Amendment to Additional Benefits Plan No. 3, dated January 27, 1989 (incorporated by reference to
Exhibit 10(l)(iv) to the 1988 RJRN Form 10-K).
10.21 RJR Nabisco, Inc. Supplemental Executive Retirement Plan, as amended on July 21, 1988 (incorporated
by reference to Exhibit 10.32 to the Form S-4, Registration No. 33-27894).
10.21(a) Amendment to Supplemental Executive Retirement Plan, dated November 23, 1988 (incorporated by
reference to Exhibit 10(m)(ii) to the 1988 RJRN Form 10-K).
10.21(b) Amendment No. 2 to Supplemental Executive Retirement Plan, dated January 27, 1989 (incorporated by
reference to Exhibit 10(m)(iii) to the 1988 RJRN Form 10-K).
10.21(c) Amendment to Supplemental Executive Retirement Plan, dated April 10, 1993 (incorporated by reference
to Exhibit 10.15(c) to the Annual Report on Form 10-K for RJR Nabisco Holdings Corp. and RJR
Nabisco, Inc. for the fiscal year ended December 31, 1993, file numbers 1-10215 and 1-6388, filed on
February 24, 1994 (the "1993 RJRN Form 10-K")).
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NO.
- -------------
10.22 Stock Option Plan for Directors and Key Employees of RJR Holdings Corp. and Subsidiaries, dated as
of July 21, 1989 (incorporated by reference to Exhibit 10.71 to the Registration Statement on Form
S-1 of RJR Holdings Corp., Registration No. 33-29401, filed on June 20, 1989, as amended (the "Form
S-1, Registration No. 33-29401")).
<C> <S>
10.23 Form of Common Stock Subscription Agreement between RJR Holdings Corp. and the purchaser named
therein (incorporated by reference to Exhibit A to Post-Effective Amendment No. 2, filed on August
21, 1989, to the Form S-1 of RJR Holdings Corp., Registration No. 33-29401 (the "Post-Effective
Amendment No. 2 to the Form S-1, Registration No. 33-29401")).
10.24 Form of Non-Qualified Stock Option Agreement between RJR Holdings Corp. and the optionee named
therein (incorporated by reference to Exhibit B to Post-Effective Amendment No. 2 to the Form S-1,
Registration No. 33-29401).
10.25 Amended and Restated RJR Nabisco Holdings Corp. 1990 Long Term Incentive Plan (incorporated by
reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q of RJR Nabisco Holdings Corp. and RJR
Nabisco, Inc. for the fiscal quarter ended March 31, 1993, filed April 30, 1993 ("the March 1993
RJRN Form 10-Q")).
10.26 Form of Purchase Stock Agreement between RJR Nabisco Holdings Corp. and purchaser named therein
(1991 Grant) (incorporated by reference to Exhibit 4.3 to the Registration Statement on Form S-8 of
RJR Nabisco Holdings Corp., Registration No. 33-39791, filed on April 5, 1991 (the "Form S-8,
Registration No. 33-39791").
10.27 Form of Non-Qualified Stock Option Agreement between RJR Nabisco Holdings Corp. and the senior
executive optionee named therein (1991 Grant) (incorporated by reference to Exhibit 4.4(a) to Form
S-8, Registration No. 33-39791).
10.28 Form of Non-Qualified Stock Option Agreement between RJR Nabisco Holdings Corp. and the executive or
management optionee named therein (1991 Grant) (incorporated by reference to Exhibit 4.4(b) to Form
S-8, Registration No. 33-39791).
10.29 Form of Secured Promissory Note of purchaser named therein in favor of RJR Nabisco Holdings Corp.
(1991 Grant) (incorporated by reference to Exhibit 4.5 to Form S-8, Registration No. 33-39791).
10.29(a) Form of Amendment and Exchange of Secured Promissory Note, dated July 1, 1993 (1991 Grant)
(incorporated by reference to Exhibit 10.33(a) to the 1993 RJRN Form 10-K).
10.30 Form of Purchase Stock Agreement between RJR Nabisco Holdings Corp. and the purchaser named therein
(1992 Grant) (incorporated by reference to Exhibit 10.34 to the Annual Report on Form 10-K of RJR
Nabisco Holdings Corp., RJR Nabisco Holdings Group, Inc., RJR Nabisco Capital Corp. and RJR Nabisco,
Inc. for the fiscal year ended December 31, 1991, File Nos. 1-10215, 1-10214, 1-10248 and 1-6388
(the "1991 RJRN Form 10-K")).
10.31 Form of Non-Qualified Stock Option Agreement between RJR Nabisco Holdings Corp. and the senior
executive optionee named therein (1992 Grant/cycle) (incorporated by reference to Exhibit 10.35 to
the 1991 RJRN Form 10-K).
10.32 Form of Non-Qualified Stock Option Agreement between RJR Nabisco Holdings Corp. and the senior
executive optionee named therein (1992 Grant/5-year) (incorporated by reference to Exhibit 10.36 to
the 1991 RJRN Form 10-K).
10.33 Form of Non-Qualified Stock Option Agreement between RJR Nabisco Holdings Corp. and the executive or
management optionee named therein (1992 Grant) (incorporated by reference to Exhibit 10.37 to the
1991 RJRN Form 10-K).
10.34 Form of Restated Non-Qualified Stock Option Agreement under the 1990 Long Term Incentive Plan,
between RJR Nabisco Holdings Corp. and the optionee named therein (incorporated by reference to
Exhibit 10.38 to the 1993 RJRN Form 10-K).
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NO.
- -------------
10.35 Form of Non-Qualified Stock Option Agreement between RJR Nabisco Holdings Corp. and the optionee
name therein (1993 Grant) (incorporated by reference to Exhibit 10.39 to the Annual Report on Form
10-K of RJR Nabisco Holdings Corp. and RJR Nabisco, Inc. for the fiscal year ended December 31,
1992, File Nos. 1-10215 and 1-6388 (the "1992 RJRN Form 10-K")).
<C> <S>
10.36 Performance Share Program under RJR Nabisco Holdings Corp. 1990 Long Term Incentive Plan
(incorporated by reference to Exhibit 10.40 to the 1992 RJRN Form 10-K).
10.37 Form of Performance Share Agreement between RJR Nabisco Holdings Corp. and the grantee named therein
(1993 Grant) (incorporated by reference to Exhibit 10.41 to the 1992 RJRN Form 10-K).
10.38 Restricted Stock Program under the 1990 Long Term Incentive Plan (incorporated by reference to
Exhibit 10.42 to the 1993 RJRN Form 10-K).
10.39 Form of Restricted Stock Agreement under the 1990 Long Term Incentive Plan between RJR Nabisco
Holdings Corp. and the grantee named therein (1993 Grant) (incorporated by reference to Exhibit 10.1
to the March 1993 RJRN Form 10-Q).
10.40 Form of Executive Equity Program Agreement under the 1990 Long Term Incentive Plan, between RJR
Nabisco Holdings Corp. and the grantee named therein (3 year) (incorporated by reference to Exhibit
10.44 to the 1993 RJRN Form 10-K).
10.40(a) Form of Executive Equity Program Agreement under the 1990 Long Term Incentive Plan, between RJR
Nabisco Holdings Corp. and the grantee named therein (4 year) (incorporated by reference to Exhibit
10.45 to the 1993 RJRN Form 10-K).
10.41 Form of Secured Promissory Note of purchaser named therein in favor of RJR Nabisco Holdings Corp.
(1992 Grant) (incorporated by reference to Exhibit 10.38 to the 1991 RJRN Form 10-K).
10.41(a) Form of Amendment and Exchange of Secured Promissory Note, dated July 1, 1993 (1992 Grant)
(incorporated by reference to Exhibit 10.47(a) to the 1993 RJRN Form 10-K).
10.42 Restated and Amended Stock Option Plan for Directors and Key Employees of RJR Nabisco Holdings Corp.
dated as of October 4, 1994 (incorporated by reference to Exhibit 10.55 to the 1994 RJRN 10-K).
10.42(a) Performance Unit Program under RJR Nabisco Holdings Corp. 1990 Long Term Incentive Plan
(incorporated by reference to Exhibit 10.3 to the Quarterly Report on Form 10-Q of RJR Nabisco
Holdings Corp. and RJR Nabisco, Inc. for the fiscal quarter ended March 31, 1994 filed May 12, 1994
(the "March 1994 RJRN Form 10-Q")).
10.43 Form of Performance Unit Agreement between RJR Nabisco Holdings Corp. and the grantee named therein
(1994 Grant--1 Year Period) (incorporated by reference to Exhibit 10.4 to the March 1994 RJRN Form
10-Q).
10.44 Form of Performance Unit Agreement between RJR Nabisco Holdings Corp. and the grantee named therein
(1994 Grant--3 Year Period) (incorporated by reference to Exhibit 10.5 to the March 1994 RJRN Form
10-Q).
10.45 Amended and Restated Employment Agreement by and among Nabisco Holdings Corp., Nabisco, Inc., RJR
Nabisco Holdings Corp., RJR Nabisco, Inc. and H. John Greeniaus, effective as of December 14, 1995
(incorporated by reference to Exhibit 10.48 to the 1995 Nabisco Form 10-K).
10.46 Amended and Restated Stock Option Plan for Directors of Nabisco Holdings Corp. and Subsidiaries,
(dated as of September 15, 1996)(incorporated by reference to Exhibit 10.2 to the September 1996
Nabisco Form 10-Q.)
10.46(a) Form of Non-Qualified Stock Option Agreement between Nabisco Holdings Corp. and the Director named
therein (initial grant) (incorporated by reference to Exhibit 10.49(a) to the 1995 Nabisco Form
10-K).
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NO.
- -------------
10.46(b) Form of Non-Qualified Stock Option Agreement between Nabisco Holdings Corp. and the Director named
therein (annual grant) (incorporated by reference to Exhibit 10.49(b) to the 1995 Nabisco Form
10-K).
<C> <S>
*12. Nabisco, Inc. Computation of Ratio of Earnings to Fixed Charges for the year ended December 31,
1997.
*21. Subsidiaries of the Registrants.
*23. Consent of Independent Auditors.
*24. Powers of Attorney.
*27.1 Nabisco Holdings Corp. Financial Data Schedule.
*27.2 Nabisco, Inc. Financial Data Schedule.
</TABLE>
- ------------------------
* Filed herewith.
<PAGE>
Exhibit 10.3
FIRST AMENDMENT TO THE 364 DAY CREDIT AGREEMENT
FIRST AMENDMENT (this "Amendment"), dated as September 18, 1997,
among NABISCO HOLDINGS CORP., a Delaware corporation ("Holdings"), NABISCO,
INC., a New Jersey corporation (the "Borrower") and the lending institutions
party to the Credit Agreement referred to below (the "Banks"). All
capitalized terms used herein and not otherwise defined herein shall have the
respective meanings provided such terms in the Credit Agreement referred to
below.
W I T N E S S E T H
WHEREAS, Holdings, the Borrower and the Banks are parties to a
Credit Agreement, dated as of October 31, 1996 (as amended, modified and
supplemented to the date hereof, the "Credit Agreement"); and
WHEREAS, the parties to the Credit Agreement wish to amend the
Credit Agreement as herein provided;
NOW, THEREFORE, it is agreed:
I. AMENDMENT TO CREDIT AGREEMENT. On and after the First Amendment
Effective (as defined below):
1. The definition of "Commitment Expiry Date" appearing in
Section 10 of the Credit Agreement shall be amended to read in its
entirety as follows:
"Commitment Expiry Date" shall mean the date which is
364 days after the First Amendment Effective Date.
2. Section 10 of the Credit Agreement is hereby amended by
adding the following definitions in appropriate alphabetical order.
"First Amendment" shall mean the First Amendment to this
Agreement, dated as of September 18, 1997.
"First Amendment Effective Date" shall have the meaning
provided in the First Amendment.
<PAGE>
II. CONDITIONS PRECEDENT TO FIRST AMENDMENT EFFECTIVE DATE.
1. This Amendment shall become effective on October 30,
1997 (the "First Amendment Effective Date"), so long as each of the following
conditions shall have been met to the satisfaction of the Senior Managing
Agents on or prior to the First Amendment Effective Date:
(a) EXECUTION OF AMENDMENT. On or prior to the First
Amendment Effective Date, Holdings, the Borrower and each of the Banks shall
have signed a copy hereof (whether the same or different copies) and shall
have delivered (including by way of facsimile transmission) the same to the
Payments Administrator at the Payments Administrator's Office.
(b) NO DEFAULT; REPRESENTATIONS AND WARRANTIES. On the
First Amendment Effective Date, both before and after giving effect to this
Amendment, (i) there shall exist no Default or Event of Default and (ii) all
representations and warranties contained in the Credit Agreement and in the
other Credit Documents shall be true and correct in all material respects.
III. GENERAL PROVISIONS
1. This Amendment is limited as specified and shall not
constitute a modification, acceptance or waiver of any other provision of the
Credit Agreement or any other Credit Document.
2. This Amendment may be executed in any number of
counterparts and by the different parties hereto on separate counterparts,
each of which counterparts when executed and delivered shall be an original,
but all of which shall together constitute one and the same instrument. A
complete set of counterparts shall be lodged with Holdings and the Payments
Administrator.
3. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE
PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE
LAW OF THE STATE OF NEW YORK.
* * *
<PAGE>
EXHIBIT 12
NABISCO, INC.
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
(DOLLARS IN MILLIONS)
<TABLE>
<CAPTION>
YEAR ENDED
DECEMBER 31, 1997
-------------------
<S> <C>
Earnings before fixed charges:
Income before extraordinary item............................................................ $ 431
Provision for income taxes.................................................................. 293
------
Income before income taxes.................................................................. 724
Interest expense............................................................................ 326
Interest portion of rental expense.......................................................... 28
------
Earnings before fixed charges................................................................. $ 1,078
------
------
Fixed charges:
Interest expense............................................................................ $ 326
Interest portion of rental expense.......................................................... 28
Capitalized interest........................................................................ 6
------
Total fixed charges....................................................................... $ 360
------
------
Ratio of earnings to fixed charges............................................................ 3.0
------
------
</TABLE>
<PAGE>
Exhibit 21
NABISCO HOLDINGS CORP.
<TABLE>
<CAPTION>
DATE OF PLACE OF
NAME OF SUBSIDIARY INCORPORATION INCORPORATION
- ------------------ ------------- -------------
<S> <C> <C>
Nabisco, Inc. Feb 03, 1898 New Jersey
Airco IHC, Inc. Mar 22, 1989 Delaware
A/O Nabisco * Aug 16, 1994 Russia
Arrimo Fomento Comercial Ltda. * Oct 27, 1987 Brazil
Avare (I.C.P.A. Cerqeirense Ltda) May 11, 1971 Brazil
Beech-Nut Life Savers (Panama) S.A. Jul 12, 1963 Panama
Beijing Nabisco Food Company Ltd. (91.9%) Mar 16, 1995 China
Carnes y Conservas Espanolas, S.A. (CARCESA) Dec 02, 1975 Spain
Cartera e Inversiones S.A.* Mar 05, 1979 Peru
Comercial Benut, S.A. de C.V. ** Mar 16, 1977 Mexico
Companhia Produtos Pilar June 23, 1934 Brazil
Compania Venezolana de Conservas C.A. (COVENCO) Jul 25, 1969 Venezuela
Consiber, S.A. Mar 31, 1979 Spain
CornNuts, Inc. Dec 20, 1960 California
Covenco Holding C.A. Nov 26, 1991 Venezuela
Dely, S.A. Dec 18, 1960 Guatemala
Distribuidora Pan Americana, S.A. Oct 22, 1974 Panama
Establecimiento Modelo Terrabusi S.A. (99.2%) Dec 20, 1929 Argentina
Exhold Limited * Oct 03, 1989 Liberia
Fleischmann Argentina S.A. * Dec 13, 1990 Argentina
Fleischmann Corporation, The Nov 02, 1929 Delaware
Fleischmann International, Inc. Nov 20, 1944 Delaware
Fleischmann Peruana Inc. Sep 01, 1939 Delaware
Fleischmann Uruguaya S.A. Mar 09, 1961 Uruguay
Freezer Queen Foods (Canada) Limited Nov 03, 1967 Ontario,
Canada
Fulmer Corporation Limited May 15, 1981 Bahamas
Galletas Artiach, S.A. Jul 23, 1932 Spain
Galletas Fontaneda, S.A. Spain
Gelatinas Ecuatorianas S.A. (66.7%) Nov 21, 1978 Ecuador
Grupo Gamesa, S.A. de C.V. (1%) Jul 29, 1981 Mexico
Hanover Servicing, Inc. Apr 13, 1992 Delaware
Hervin Company, The May 28, 1965 Oregon
Hervin Holdings, Inc. Mar 29, 1988 Delaware
Industria de Colores y Sabores S.A. * Jun 21, 1967 Colombia
Industria de Laticinios Gloria Ltda. * Jan 18, 1978 Brazil
Industrias Alimenticias Maguary Ltda. May 07, 1953 Brazil
Iracema Industrias de Caju Ltda Aug 08, 1978 Brazil
Jupiter Produtos Alimenticios Ltda. Mar 02, 1962 Brazil
Knox Company, The Dec 30, 1991 New Jersey
</TABLE>
* Inactive Page 1
** In Liquidation
*** Partnership/Joint Venture/Trust
**** Nameholder
<PAGE>
NABISCO HOLDINGS CORP.
<TABLE>
<CAPTION>
DATE OF PLACE OF
NAME OF SUBSIDIARY INCORPORATION INCORPORATION
- ------------------ ------------- -------------
<S> <C> <C>
Landers Centro Americana Fabricantes de
Molinos Marca "Corona", S.A. de C.V. (95%) ** Jan 09, 1979 Honduras
Landers y Cia, S.A. Oct 01, 1951 Colombia
Leite Gloria do Nordeste S.A. May 16, 1968 Brazil
Life Savers Manufacturing, Inc. Apr 21, 1976 Delaware
Lowney Inc. Jan 01, 1983 Federal, Canada
Luis Vizzolini e Hijos S.A.I.C. Jun 12, 1961 Argentina
Marbu, S.A. Oct 26, 1967 Spain
Merola Finance B.V. * May 09, 1995 Netherlands
MEX Holdings, Ltd. Nov 27, 1991 Delaware
NABEC, S.A. Nov 17, 1982 Ecuador
Nabisco Arabia Co. Ltd. *** (75%) Jan 29, 1996 Saudi Arabia
Nabisco Argentina S.A. Mar 14, 1994 Argentina
Nabisco Biscuit Manufacturing (Midwest), Inc. Dec 21, 1988 Delaware
Nabisco Biscuit Manufacturing (West), Inc. Dec 21, 1988 Delaware
Nabisco Brands Company Aug 01, 1995 Delaware
Nabisco Brands Holdings Denmark Limited Apr 17, 1989 Liberia
Nabisco Brands Nominees Limited * Aug 22, 1983 England
Nabisco Brazil, Inc. May 10, 1990 Delaware
Nabisco Caribbean Export, Inc. Jun 13, 1984 Delaware
Nabisco/Cetus Food Biotechnology Research
Partnership (80%) *** Mar 01, 1984 Delaware
Nabisco (China) Limited Aug 29, 1995 China
Nabisco Chongqing Food Company Ltd. * Mar 01, 1995 China
Nabisco de Nicaragua, S.A. (60%) Dec 10, 1965 Nicaragua
Nabisco Direct, Inc. Aug 23, 1995 Delaware
Nabisco Dominicana, S.A. Dec 11, 1995 Dom. Repub.
Nabisco England IHC, Inc. Mar 29, 1989 Delaware
Nabisco Enterprises IHC, Inc. Mar 22, 1989 Delaware
Nabisco Europe, Middle East and Africa Trading, S.A. Oct 28, 1992 Spain
Nabisco Food (Suzhou) Co. Ltd. Mar 16, 1995 China
Nabisco Group Ltd. Jun 02, 1995 Delaware
Nabisco Holdings I B.V. May 03, 1996 Netherlands
Nabisco Holdings II B.V. May 28, 1996 Netherlands
Nabisco Holdings IHC, Inc. Mar 22, 1989 Delaware
Nabisco Hong Kong Limited Apr 12, 1994 Hong Kong
Nabisco Iberia Lda. Dec 23, 1916 Portugal
Nabisco Iberia, S.L. (98.06%) Jul 15, 1993 Spain
Nabisco, Inc. Foreign Sales Corporation Dec 17, 1991 US Virgin Is.
Nabisco International, Inc. Jul 29, 1947 Delaware
Nabisco International Limited Dec 11, 1987 Nevada
Nabisco International M.E./Africa L.L.C. (49%) Dubai, U.A.E.
Nabisco International Market Development Group, Inc. Mar 22, 1989 Delaware
Nabisco International, S.A. Nov 26, 1953 Panama
Nabisco Investments, Inc. Mar 22, 1989 Delaware
Nabisco Investments Ltd-Investissements Nabisco Ltee Jan 30, 1996 Federal, Canada
Nabisco Ltd-Nabisco Ltee Jan 01, 1993 Federal, Canada
</TABLE>
* Inactive Page 2
** In Liquidation
*** Partnership/Joint Venture/Trust
**** Nameholder
<PAGE>
NABISCO HOLDINGS CORP.
<TABLE>
<CAPTION>
DATE OF PLACE OF
NAME OF SUBSIDIARY INCORPORATION INCORPORATION
- ------------------ ------------- -------------
<S> <C> <C>
Nabisco Music Publishers, Inc. Mar 24, 1986 Delaware
Nabisco Music Ventures, Inc. Mar 24, 1986 Delaware
Nabisco (New Zealand) Limited **** Mar 30, 1990 New Zealand
Nabisco Pension Trust Limited Aug 31, 1956 England
Nabisco Peru S.A. Jan 28, 1972 Peru
Nabisco Philippines Inc. Oct 14, 1997 Philippines
Nabisco Royal Argentina Inc. Sep 29, 1934 Delaware
Nabisco Royal Chile Limitada Mar 22, 1978 Chile
Nabisco Royal de Honduras, S.A. Jul 22, 1982 Honduras
Nabisco Royal del Ecuador, S.A. Sep 16, 1977 Ecuador
Nabisco Royal, Inc. Sep 21, 1951 New York
Nabisco Royal Panama, S.A. Mar 07, 1979 Panama
Nabisco S.A. de C.V. (99%) Jun 15, 1992 Mexico
Nabisco S.L. Jan 18, 1989 Spain
Nabisco South Africa (Proprietary) Limited (49%) Jan 02, 1945 South Africa
Nabisco Taiwan Corporation May 27, 1996 Taiwan
Nabisco Technology Company Dec 13, 1996 Delaware
Nabisco Thailand Limited Oct 01, 1997 Thailand
Nabisco Trading AG Aug 02, 1960 Switzerland
Nabisco Tunisia S.A. Jul 02, 1976 Tunisia
Nabisco Venezuela, C.A. Nov 26, 1991 Venezuela
National Biscuit Company **** Jan 17, 1971 Delaware
Planters & Biscuits Co. Jan 01, 1997 Russia
Posto Apolo Ltda. Dec 05, 1984 Brazil
Productos Alimenticios Royal S.A. Jan 01, 1966 Costa Rica
Productos Confitados Salvavidas de Guatemala, S.A. Jul 03, 1974 Guatemala
Productos Mayco S.A.I.C.I.F. May 11, 1962 Argentina
Productos Royal S.A. * Dec 27, 1977 Argentina
Produtos Alimenticios Fleischmann e Royal Ltda. Nov 28, 1964 Brazil
PT Nabisco Foods (70%) Indonesia
Ritz Biscuit Company Limited **** Sep 28, 1989 England
Royal Beech-Nut (Namibia) (Pty) Ltd. Aug 08, 1989 South Africa
Royal Holding C.A. Nov 26, 1991 Venezuela
Royal Productos Alimenticios, C.A. Jul 26, 1971 Venezuela
S.A. Marketers & Brokers (Pty) Ltd. Feb 12, 1987 South Africa
Salvavidas S. de R.L. de C.V. ** Mar 30, 1967 Mexico
Stella D'oro Biscuit Co., Inc. Jan 02, 1948 New York
Tevalca Holding C.A. Nov 26, 1991 Venezuela
Transapolo-Transportes Rodoviarios Apolo Ltda. Oct 24, 1984 Brazil
20th Century Denmark Limited Mar 06, 1990 Liberia
West Indies Yeast Company Limited (72%) Nov 29, 1965 Jamaica
Yili-Nabisco Biscuit & Food Company Limited (51%) *** Jan 29, 1985 China
</TABLE>
* Inactive Page 3
** In Liquidation
*** Partnership/Joint Venture/Trust
**** Nameholder
<PAGE>
EXHIBIT 23
CONSENT OF DELOITTE & TOUCHE LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in Registration Statements Nos.
33-88646, 33-93550, 33-93552, 33-93554 and 33-93556 of Nabisco Holdings Corp. on
Form S-8, of our report dated January 26, 1998, appearing in this Annual Report
on Form 10-K of Nabisco Holdings Corp. and Nabisco, Inc. for the year ended
December 31, 1997.
Deloitte & Touche LLP
Parsippany, New Jersey
March 9, 1998
<PAGE>
Exhibit 24
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned, being a
director or an officer, or both, of each of NABISCO HOLDINGS CORP., a
Delaware corporation, and NABISCO, INC., a New Jersey corporation ("Nabisco
Holdings" and "Nabisco," respectively), do hereby make, constitute and
appoint James A. Kirkman III and Robert K. DeVries, and each of them,
attorneys-in-fact and agents of the undersigned with full power and authority
of substitution and resubstitution, in any and all capacities, to execute for
and on behalf of the undersigned the ANNUAL REPORT ON FORM 10-K of Nabisco
Holdings and Nabisco for the fiscal year ended December 31, 1997, and any and
all amendments or supplements to the foregoing Annual Report and any other
documents and instruments incidental thereto, and to deliver and file the
same, with all exhibits thereto, and all documents and instruments in
connection therewith, with the Securities and Exchange Commission, and with
each exchange on which any class of securities of the Nabisco Holdings and
Nabisco is registered, granting unto said attorneys-in-fact and agents, and
each of them, full power and authority to do and perform each and every act
and thing that said attorneys-in-fact and agents, and each of them, deem
advisable or necessary to enable the Nabisco Holdings and Nabisco to
effectuate the intents and purposes hereof, and the undersigned hereby fully
ratify and confirm all that said attorneys-in-fact and agents, or any of
them, or their or his or her substitute or substitutes, shall do or cause to
be done by virtue hereof.
IN WITNESS WHEREOF, each of the undersigned has subscribed his or her
name this 5th day of March, 1998.
/s/ James M. Kilts
- ----------------------------- President and Chief Executive Officer
James M. Kilts Director
- ----------------------------- Executive Vice President and Chief
James E. Healey Financial Officer
<PAGE>
- ----------------------------- Senior Vice President and Controller
Robert A. Schiffner
/s/ Herman Cain
- ----------------------------- Director
Herman Cain
/s/ John T. Chain, Jr.
- ----------------------------- Director
John T. Chain, Jr.
/s/ Steven F. Goldstone
- ----------------------------- Chairman
Steven F. Goldstone
/s/ David B. Jenkins
- ----------------------------- Director
David B. Jenkins
/s/ Kay Koplovitz
- ----------------------------- Director
Kay Koplovitz
/s/ John G. Medlin, Jr.
- ----------------------------- Director
John G. Medlin, Jr.
-2-
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED FINANCIAL STATEMENTS OF NABISCO HOLDINGS CORP., WHICH WERE FILED
WITH SEC FORM 10-K, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000932130
<NAME> NABISCO HOLDINGS CORP.
<MULTIPLIER> 1,000,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> DEC-31-1997
<CASH> 127
<SECURITIES> 0
<RECEIVABLES> 521
<ALLOWANCES> 0
<INVENTORY> 865
<CURRENT-ASSETS> 1,599
<PP&E> 5,040
<DEPRECIATION> (1,713)
<TOTAL-ASSETS> 12,127
<CURRENT-LIABILITIES> 1,650
<BONDS> 4,334
0
0
<COMMON> 3
<OTHER-SE> 4,201
<TOTAL-LIABILITY-AND-EQUITY> 12,127
<SALES> 8,734
<TOTAL-REVENUES> 8,734
<CGS> 4,950
<TOTAL-COSTS> 4,950
<OTHER-EXPENSES> 226
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 326
<INCOME-PRETAX> 724
<INCOME-TAX> 293
<INCOME-CONTINUING> 431
<DISCONTINUED> 0
<EXTRAORDINARY> (26)
<CHANGES> 0
<NET-INCOME> 405
<EPS-PRIMARY> 1.53
<EPS-DILUTED> 1.51
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED FINANCIAL STATEMENTS OF NABISCO, INC. WHICH WERE FILED WITH SEC
FORM 10-K AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<CIK> 0000069526
<NAME> NABISCO, INC.
<MULTIPLIER> 1,000,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> DEC-31-1997
<CASH> 127
<SECURITIES> 0
<RECEIVABLES> 521
<ALLOWANCES> 0
<INVENTORY> 865
<CURRENT-ASSETS> 1,599
<PP&E> 5,040
<DEPRECIATION> (1,713)
<TOTAL-ASSETS> 12,127
<CURRENT-LIABILITIES> 1,608
<BONDS> 4,334
0
0
<COMMON> 0
<OTHER-SE> 4,246
<TOTAL-LIABILITY-AND-EQUITY> 12,127
<SALES> 8,734
<TOTAL-REVENUES> 8,734
<CGS> 4,950
<TOTAL-COSTS> 4,950
<OTHER-EXPENSES> 226
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 326
<INCOME-PRETAX> 724
<INCOME-TAX> 293
<INCOME-CONTINUING> 431
<DISCONTINUED> 0
<EXTRAORDINARY> (26)
<CHANGES> 0
<NET-INCOME> 405
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
