CAMPBELL'S Co — Interim / Quarterly Report 2002

Jun 11, 2002

10-Q 1 w61408e10vq.htm CAMPBELL SOUP COMPANY FORM 10-Q e10vq PAGEBREAK

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SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended April 28, 2002 Commission File Number 1-3822

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

Campbell Place Camden, New Jersey 08103-1799 Principal Executive Offices

Telephone Number: (856) 342-4800

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes þ No

There were 410,200,129 shares of Capital Stock outstanding as of June 6, 2002.

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TABLE OF CONTENTS

PART I.
ITEM 1. FINANCIAL INFORMATION
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
PART II
ITEM 1. LEGAL PROCEEDINGS
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
SIGNATURES
INDEX TO EXHIBITS

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Table of Contents

ITEM 1 link1 "PART I."

PART I. FINANCIAL INFORMATION

CAMPBELL SOUP COMPANY CONSOLIDATED link2 "ITEM 1. FINANCIAL INFORMATION"

Statements of Earnings

(unaudited) (millions, except per share amounts)

	Three Months Ended — April	April	Nine Months Ended — April	April
	28, 2002	29, 2001	28, 2002	29, 2001
Net sales	$ 1,371	$ 1,271	$ 4,910	$ 4,607
Costs and expenses
Cost of products sold	782	712	2,757	2,486
Marketing and selling expenses	246	208	837	686
Administrative expenses	94	75	299	246
Research and development expenses	17	15	52	44
Other expenses	42	24	108	85
Restructuring charges	—	—	1	—
Total costs and expenses	1,181	1,034	4,054	3,547
Earnings before interest and taxes	190	237	856	1,060
Interest, net	44	52	142	153
Earnings before taxes	146	185	714	907
Taxes on earnings	50	63	244	310
Net earnings	$ 96	$ 122	$ 470	$ 597
Per share — basic
Net earnings	$ .23	$ .30	$ 1.14	$ 1.44
Dividends	$ .1575	$ .225	$ .4725	$ .675
Weighted average shares outstanding — basic	410	410	410	415
Per share — assuming dilution
Net earnings	$ .23	$ .30	$ 1.14	$ 1.42
Weighted average shares outstanding — assuming dilution	411	411	411	420

See Notes to Financial Statements

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CAMPBELL SOUP COMPANY CONSOLIDATED

Balance Sheets

(unaudited) (millions, except per share amounts)

	April — 28, 2002	29, 2001
Current assets
Cash and cash equivalents	$ 27	$	24
Accounts receivable	432		442
Inventories	532		597
Other current assets	142		158
Total current assets	1,133		1,221
Plant assets, net of depreciation	1,595		1,637
Intangible assets, net of amortization	2,440		2,451
Other assets	621		618
Total assets	$ 5,789	$	5,927
Current liabilities
Notes payable	$ 1,164	$	1,806
Payable to suppliers and others	461		582
Accrued liabilities	543		450
Dividend payable	65		92
Accrued income taxes	257		190
Total current liabilities	2,490		3,120
Long-term debt	2,430		2,243
Nonpension postretirement benefits	326		336
Other liabilities, including deferred
income taxes of $301 and $303	463		475
Total liabilities	5,709		6,174
Shareowners’ equity
Preferred stock; authorized 40 shares;
none issued	—		—
Capital stock, $.0375 par value; authorized
560 shares; issued 542 shares	20		20
Capital surplus	326		314
Earnings retained in the business	4,927		4,651
Capital stock in treasury, at cost	(4,897	)	(4,908	)
Accumulated other comprehensive loss	(296	)	(324	)
Total shareowners’ equity	80		(247	)
Total liabilities and shareowners’ equity	$ 5,789	$	5,927

See Notes to Financial Statements

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CAMPBELL SOUP COMPANY CONSOLIDATED

Statements of Cash Flows

(unaudited) (millions)

	Nine Months Ended — April	April
	28,
2002	29, 2001
Cash flows from operating activities:
Net earnings	$ 470	$	597
Non-cash charges to net earnings
Depreciation and amortization	229		188
Deferred income taxes	(10	)	(8	)
Other, net	46		28
Changes in working capital
Accounts receivable	16		35
Inventories	68		102
Other current assets and liabilities	10		(8	)
Net cash provided by operating activities	829		934
Cash flows from investing activities:
Purchases of plant assets	(112	)	(103	)
Sales of plant assets	4		7
Business acquired	(15	)	—
Sales of business	3		—
Other, net	(11	)	(17	)
Net cash used in investing activities	(131	)	(113	)
Cash flows from financing activities:
Long-term borrowings	1,100		1,028
Repayments of long-term borrowings	(628	)	—
Short-term borrowings	618		828
Repayments of short-term borrowings	(1,567	)	(1,790	)
Dividends paid	(221	)	(281	)
Treasury stock purchases	—		(618	)
Treasury stock issuances	7		14
Other, net	(1	)	—
Net cash used in financing activities	(692	)	(819	)
Effect of exchange rate changes on cash	(3	)	(8	)
Net change in cash and cash equivalents	3		(6	)
Cash and cash equivalents — beginning of period	24		27
Cash and cash equivalents — end of period	$ 27	$	21

See Notes to Financial Statements

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CAMPBELL SOUP COMPANY CONSOLIDATED

Statements of Shareowners’ Equity

(unaudited) (millions, except per share amounts)

								Earnings	Accumulated
Issued			In treasury					retained	other		Total
							Capital	in the	comprehensive		shareowners'
Shares		Amount	Shares		Amount		surplus	business	loss		equity
Balance at July 30, 2000	542	$ 20	(121	)	$ (4,373	)	$ 344	$ 4,373	$ (227	)	$ 137
Comprehensive
income (loss)
Net earnings								597			597
Foreign currency translation adjustments									(95	)	(95	)
Dividends ($.675 per share)								(279	)		(279	)
Repurchase of shares under forward
stock purchase contracts			(11	)	(521	)					(521	)
Treasury stock purchased			(3	)	(97	)					(97	)
Treasury stock issued under
management incentive and
stock option plans			2		70		(31	)			39
Balance at April 29, 2001	542	$ 20	(133	)	$ (4,921	)	$ 313	$ 4,691	$ (322	)	$ (219	)
Balance at July 29, 2001	542	$ 20	(133	)	$ (4,908	)	$ 314	$ 4,651	$ (324	)	$ (247	)
Comprehensive income (loss)
Net earnings								470			470
Foreign currency translation adjustments									31		31
Fair value changes in hedge derivatives									(3	)	(3	)
Dividends ($.4725 per share)								(194	)		(194	)
Treasury stock purchased			—		—						—
Treasury stock issued under
management incentive and
stock option plans			1		11		12				23
Balance at April 28, 2002	542	$ 20	(132	)	$ (4,897	)	$ 326	$ 4,927	$ (296	)	$ 80

See Notes to Financial Statements

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CAMPBELL SOUP COMPANY CONSOLIDATED

Notes to Financial Statements

(unaudited) (dollars in millions, except per share amounts)

| (a) | The financial statements reflect all adjustments which are, in the
opinion of management, necessary for a fair presentation of the results
for the indicated periods. All such adjustments are of a normal recurring
nature. Certain reclassifications were made to the prior year amounts to
conform with current presentation. |
| --- | --- |
| (b) | Comprehensive Income |
| | Total comprehensive income is comprised of net earnings, net foreign
currency translation adjustments, and net unrealized gains and losses on
cash-flow hedges. |
| | Total comprehensive income for the three months ended April 28, 2002 and
April 29, 2001 was $141 and $79, respectively. Total comprehensive
income for the nine months ended April 28, 2002 and April 29, 2001 was
$498 and $502, respectively. Accumulated other comprehensive loss, as
reflected in the Statements of Shareowners’ Equity, primarily consists of
the cumulative foreign currency translation adjustment and a
cumulative loss of
approximately $3 related to the fair value of various cash-flow hedges.
At April 29, 2001, a cumulative net gain on cash-flow hedges
existed, but was immaterial.
See note (h) for a description of derivative activity. |
| (c) | Earnings Per Share |
| | For the periods presented in the Statements of Earnings, the calculations
of basic EPS and EPS assuming dilution vary in that the weighted average
shares outstanding assuming dilution includes the incremental effect of
stock options. For the nine months ended April 29, 2001, the weighted
average shares outstanding assuming dilution also include the incremental
effect of approximately four million shares under forward stock purchase
contracts, which were settled on December 12, 2000. |
| (d) | Recently Adopted Accounting
Pronouncements |
| | In the fourth quarter fiscal 2001, the company adopted the Emerging Issues Task Force (EITF) consensus
on Issue No. 00-10 “Accounting for Shipping and Handling Fees and Costs.”
In the first quarter fiscal 2002, the company adopted EITF Issue No.
00-14 “Accounting for Certain Sales Incentives” and Issue No. 00-25
“Vendor Income Statement Characterization of Consideration Paid to a
Reseller of the Vendor’s Products,” as codified by Issue No. 01-9
“Accounting for Consideration Given by a Vendor to a Customer or Reseller
of the Vendor’s Products.” Under these Issues, the EITF concluded that
certain consumer and trade sales promotion expenses, such as coupon
redemption costs, cooperative advertising programs, new product
introduction fees, feature price discounts and in-store display
incentives, should be classified as a reduction of sales rather than |

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| | as marketing expenses. The adoption of these Issues resulted in the
following reclassifications to the three and nine month periods ended
April 29, 2001: Net sales were reduced by $168 and $567, respectively;
Cost of products sold was increased by $45 and $150, respectively; and
Marketing and selling expenses were reduced by $213 and $717,
respectively. These reclassifications had no impact on net earnings. |
| --- | --- |
| (e) | Segment Information |
| | Campbell Soup Company, together with its consolidated subsidiaries, is a
global manufacturer and marketer of high quality, branded convenience
food products. Through fiscal 2001, the company was organized and
reported the results of operations in three business segments: Soup and
Sauces, Biscuits and Confectionery, and Away From Home. |
| | Beginning in fiscal 2002, the company changed its organizational
structure such that operations are managed and reported in four segments:
North America Soup and Away From Home, North America Sauces and
Beverages, Biscuits and Confectionery, and International Soup and Sauces.
Comparative periods have been restated to conform to the current year
presentation. |
| | The North America Soup and Away From Home segment comprises various Campbell’s brand soups, including condensed and ready-to-serve varieties, Swanson broths, the total business in Canada and the Away From Home
operations. The Away From Home operations represent the distribution of
products such as Campbell’s soups, Campbell’s specialty entrees, beverage
products and other prepared foods through various food service channels.
The North America Sauces and Beverages segment includes Prego pasta
sauces, Pace Mexican sauces, Franco-American canned pastas and gravies, V8 vegetable juices, V8 Splash juice beverages, Campbell’s tomato juice
and the total of all businesses in Mexico and other Latin American
countries. The Biscuits and Confectionery segment includes Pepperidge
Farm cookies, crackers, breads and frozen products in North America, Arnott’s biscuits and crackers in Australia and Asia/Pacific and Godiva chocolates worldwide. The International Soup and Sauces segment
comprises operations outside of North America, including Erasco soups in
Germany, Liebig soups in France , Campbell’s soups and Homepride sauces in
the United Kingdom, Campbell’s soups in the Asia/Pacific region, and the
European dry soup and sauce businesses under the Batchelors, Oxo,
Lesieur, Royco, Heisse Tasse, Blå Band and McDonnells brands. |
| | Accounting policies for measuring segment assets and earnings before
interest and taxes are substantially consistent with those described in
the summary of significant accounting policies disclosed in the company’s
fiscal 2001 Annual Report on Form 10-K. The company evaluates segment
performance before interest and taxes, excluding certain non-recurring
charges. The North America Soup and Away From Home and North America
Sauces and Beverages segments operate under an integrated supply chain
organization, sharing substantially all manufacturing, warehouse,
distribution and sales activities. Accordingly, assets |

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have been allocated between the two segments based on various measures, for example, budgeted production hours for fixed assets and depreciation.

April 28, 2002

Three Months		Earnings — Before Interest	and		Capital
Ended	Net Sales	and Taxes	Amortization		Expenditures
North
America Soup and Away From Home	$ 516	$ 108	$	18	$ 18
North
America Sauces and Beverages	276	56		13	11
Biscuits
and Confectionery	357	40		24	15
International
Soup and Sauces	222	19		15	4
Corporate and Eliminations	—	(33	)	12	3
Total	$ 1,371	$ 190	$	82	$ 51

Nine Months		Earnings — Before Interest	and		Capital	Segment
Ended	Net Sales	and Taxes	Amortization		Expenditures	Assets
North
America Soup and Away From Home	$ 2,134	$ 553	$	50	$ 31	$ 1,179
North
America Sauces and Beverages	908	180		39	19	1,195
Biscuits and Confectionery	1,164	150		74	44	1,250
International
Soup and Sauces	704	70		41	12	1,526
Corporate and Eliminations	—	(97	)	25	6	639
Total	$ 4,910	$ 856	$	229	$ 112	$ 5,789

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April 29, 2001

Three Months		Earnings — Before Interest	and		Capital
Ended	Net Sales	and Taxes	Amortization		Expenditures
North America Soup and Away From Home	$ 512	$ 132	$	16	$ 13
North America Sauces and Beverages	278	72		13	7
Biscuits and Confectionery	341	43		22	17
International Soup and Sauces	140	14		7	3
Corporate and Eliminations	—	(24	)	6	1
Total	$ 1,271	$ 237	$	64	$ 41

Nine Months		Earnings — Before Interest	and		Capital	Segment
Ended	Net Sales	and Taxes	Amortization		Expenditures	Assets
North America Soup and Away From Home	$ 2,138	$ 684	$	49	$ 30	$ 1,183
North America Sauces and Beverages	891	233		39	16	1,210
Biscuits and Confectionery	1,133	177		63	44	1,226
International
Soup and Sauces	445	47		19	8	556
Corporate and Eliminations	—	(81	)	18	5	657
Total	$ 4,607	$ 1,060	$	188	$ 103	$ 4,832

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Historical information of the reporting segments, including reclassifications as described in note (d), is as follows:

Net Sales:

	—Quarter Ended— — July 29, 2001	——————Fiscal Year End—————— — July 29, 2001	July 30, 2000
North America Soup and
Away From Home	$ 394	$ 2,532	$ 2,434
North America Sauces
and Beverages	270	1,161	1,156
Biscuits and Confectionery	313	1,446	1,391
International Soup and Sauces	187	632	622
Other	—	—	23
Total	$ 1,164	$ 5,771	$ 5,626

Earnings Before Interest and Taxes:

	—Quarter Ended— — July 29, 2001	July 29, 2001		July 30, 2000
North America Soup and
Away From Home	$ 90	$	774	$	768
North America Sauces and Beverages	62		295		309
Biscuits and Confectionery	20		197		206
International Soup and Sauces	4		51		64
Unallocated
Corporate Expenses	(42	)	(123	)	(82	)
Total	$ 134	$	1,194	$	1,265

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(f) Inventories

	April 28, 2002	July 29, 2001
Raw materials,
containers and
supplies	$ 176	$ 216
Finished products	356	381
	$ 532	$ 597

| | Approximately 57% of inventory in fiscal 2002 and 61% of inventory in
fiscal 2001 is accounted for on the last in, first out (LIFO) method of
determining cost. If the first in, first out inventory valuation method
had been used exclusively, inventories would not differ materially from
the amounts reported at April 28, 2002 and July 29, 2001. |
| --- | --- |
| (g) | Notes Payable and Long-Term Debt |
| | In September 2001, the company issued $300 seven-year 5.875% fixed-rate
notes. The proceeds were used to repay short-term borrowings. |
| | In October 2001, the company issued $300 two-year variable-rate notes.
The proceeds were also used to repay short-term borrowings. |
| | On November 23, 2001, the company redeemed $100 5.625% notes due in
fiscal 2003. The notes were callable at par. This redemption was
financed with lower rate commercial paper. |
| | On December 11, 2001, the company issued an additional $200 of its
existing 6.75% fixed rate notes due February 2011, originally issued in
February 2001. These additional notes were priced at a premium to
reflect market conditions. The proceeds were used to repay short-term
borrowings. |
| | In January 2002, the company repaid $300 of variable-rate notes due
December 2003. The notes were repaid with lower cost short-term
borrowings. |
| | On March 19, 2002, the company issued $300 five-year 5.50% fixed-rate
notes. The proceeds were used to repay $228 variable-rate notes due in
December 2003 and short-term borrowings. |
| (h) | Accounting for Derivative Instruments |
| | In fiscal 2001, the company adopted Statement of Financial Accounting
Standards (SFAS) No. 133, “Accounting for Derivative Instruments and
Hedging Activities”, as amended by SFAS No. 138. The standard requires
that all derivative instruments be recorded on the balance sheet at fair
value and establishes criteria for designation and effectiveness of the
hedging relationships. |

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| The company utilizes certain derivative financial instruments to enhance
its ability to manage risk, including interest rate, foreign currency,
commodity and certain equity-linked employee compensation exposures which
exist as part of ongoing business operations. Derivative instruments are
entered into for periods consistent with related underlying exposures and
do not constitute positions independent of those exposures. The company
does not enter into contracts for speculative purposes, nor is it a party
to any leveraged derivative instrument. |
| --- |
| On the date the derivative contract is entered into, the company
designates the derivative as (1) a hedge of the fair value of a
recognized asset or liability or of an unrecognized firm commitment
(fair-value hedge), (2) a hedge of a forecasted transaction or of the
variability of cash flows to be received or paid related to a recognized
asset or liability (cash-flow hedge), (3) a foreign-currency fair-value
or cash-flow hedge (foreign-currency hedge), or (4) a hedge of a net
investment in a foreign operation. Some derivatives may also be
considered natural hedging instruments (changes in fair value are
recognized to act as economic offsets to changes in fair value of the
underlying hedged item and do not qualify for hedge accounting under SFAS
No. 133). |
| Interest Rate Swaps |
| The company finances a portion of its operations through debt instruments
primarily consisting of commercial paper, notes, debentures and bank
loans. The company periodically utilizes interest rate swap agreements,
including forward-starting swaps, to minimize worldwide financing costs
and to achieve a desired proportion of variable versus fixed-rate debt. |
| Variable-to-fixed interest rate swaps are accounted for as cash-flow
hedges. Consequently, the effective portion of unrealized gains and
losses is deferred as a component of Accumulated other comprehensive
income/(loss) and is recognized in earnings at the time the hedged item
affects earnings. The amounts paid or received on the hedge are
recognized as adjustments to interest expense. |
| In connection with the two-year notes issued in October 2001, the company
entered into a two-year interest rate swap that converts $300 of the
variable-rate debt to fixed. The fair value of this swap was not
material as of April 28, 2002. |
| In anticipation of the $300 seven-year notes issued in September 2001,
the company entered into forward-starting interest rate swap contracts
with a notional value of $138. Upon issuance of the notes, the contracts
were settled at a loss of approximately $4. This loss was recorded in
Other comprehensive income/(loss) and is being amortized to interest
expense over the life of the notes. |
| Fixed-to-variable interest rate swaps are accounted for as fair-value
hedges. Gains and losses on these instruments are recorded in earnings
as adjustments to interest expense, offsetting gains and losses on the
hedged item. |

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| In connection with the $300 seven-year notes issued in September 2001,
the company entered into a seven-year interest rate swap that converts
$75 of the fixed-rate debt to variable. In connection with the $300
five-year notes issued in March 2002, the company entered into a
five-year interest rate swap that converts $100 of the fixed-rate debt to
variable. The notional amounts of all outstanding fair-value interest
rate swaps at April 28, 2002 totaled $425 with a maximum maturity date of
February 2011. The fair value of such instruments was a gain of $12 as
of April 28, 2002. |
| --- |
| Foreign Currency Contracts |
| The company is exposed to foreign currency exchange risk as a result of
transactions in currencies other than the functional currency of certain
subsidiaries. The company utilizes foreign currency forward purchase and
sale contracts, options and cross-currency swaps in order to manage the
volatility associated with third party or intercompany foreign currency transactions in the normal course of business. |
| Foreign currency forward contracts typically have maturities of less than
one year. The maximum maturity date of any cross-currency swap contract
is nine years. Principal currencies include the euro, British pound,
Australian dollar, Canadian dollar, Japanese yen and Swedish krona. |
| Qualifying forward exchange and cross-currency swap contracts are
accounted for as cash-flow hedges when the hedged item is a forecasted
transaction or when future cash flows related to a recognized asset or
liability are expected to be received or paid. Gains and losses on these
instruments are recorded in Other comprehensive income/(loss) until the
underlying transaction is recorded in earnings. When the hedged item is
realized, gains or losses are reclassified from Accumulated other
comprehensive income/(loss) to the Statement of Earnings on the same line
item as the underlying transaction. The assessment of effectiveness for
contracts is based on changes in the spot rates and the change in the
time value of options is reported in earnings. The fair value of these
instruments was a loss of $14 at April 28, 2002. |
| Qualifying forward exchange contracts are accounted for as fair-value
hedges when the hedged item is a recognized asset, liability or firm
commitment. The fair value of such contracts was not material at April
28, 2002. |
| The company also enters into certain foreign currency derivative
instruments that are not designated as accounting hedges. These
instruments are primarily intended to reduce volatility of certain
intercompany financing transactions. Gains and losses on derivatives
not designated as accounting hedges are typically recorded in Other
expense, as an offset to gains/losses on the underlying transaction. |

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	Commodity Futures Contracts
	The company principally uses a combination of purchase orders and various
short and long-term supply arrangements in connection with the purchase
of raw materials, including certain commodities and agricultural
products. On occasion, the company may also enter into commodity futures
contracts, as considered appropriate, to reduce the volatility of price
fluctuations for commodities such as corn, soybean meal or cocoa. These
instruments are designated as cash-flow hedges. The fair value of the
effective portion of the contracts is recorded in Accumulated other
comprehensive income/loss and reclassified into Cost of products sold in
the period in which the underlying transaction is recorded in earnings.
Commodity hedging activity is not material to the company’s financial
statements.
	Other Contracts
	The company is exposed to equity price changes related to certain
employee compensation obligations. Swap contracts are utilized to hedge
exposures relating to certain deferred employee compensation obligations linked to
the total return of the Standard & Poor’s 500 Index and the total return
of the company’s capital stock. The company pays a variable interest
rate and receives the equity returns under these instruments. The
notional value of the equity swap contracts, which mature in 2003, was
$53 at April 28, 2002. These instruments are not designated as accounting
hedges. Gains and losses are recorded in Other expense. The net
liability recorded under these contracts at April 28, 2002 was $15.
	As of April 28, 2002, the accumulated derivative loss in Other
comprehensive income/(loss) was approximately $2, principally due to the
fair value of the forward-starting interest rate swap contracts which
were settled in September 2001. Reclassifications from Accumulated other
comprehensive income/(loss) into the Statement of Earnings during the
quarter ended April 28, 2002 were not material. Reclassifications during
the remainder of fiscal year 2002 are not expected to be material. There
were no discontinued cash-flow hedges during the quarter.
	Other disclosures related to hedge ineffectiveness and gains/(losses)
excluded from the assessment of hedge effectiveness have been omitted due
to the insignificance of these amounts.
(i)	A restructuring charge of $10 ($7 after tax) was recorded in the fourth
quarter fiscal 2001 for severance costs associated with the
reconfiguration of the manufacturing network of Arnotts in Australia.
Costs of approximately $13 ($9 after tax) were recorded in the nine month
period ended April 28, 2002 as Cost of products sold, primarily
representing accelerated depreciation on assets to be taken out of
service. This program is expected to drive greater manufacturing
efficiency and will result in the closure of the Melbourne plant. The
company expects to incur additional pre-tax costs of approximately $6
— $10 over the next two fiscal quarters related
to this program for accelerated depreciation, employee benefit costs and
other one-time expenses. In

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| the second quarter ended January 27, 2002, the company recorded an
additional $1 restructuring charge related to planned severance actions.
The expected net cash outflows related to this program will not have a
material impact on the company’s liquidity. Approximately 550 jobs will
be eliminated due to the plant closure. |
| --- |
| A summary of restructuring reserves at April 28, 2002 and related
activity is as follows: |

	Accrued — Balance at	2002			Accrued — Balance at
	July 29, 2001	Charge	Spending		April 28, 2002
Severance pay and
benefits	$ 10	$ 1	$ (5	)	$ 6

| (j) |
| --- |
| In July 2001, the Financial Accounting Standards Board (FASB) issued
Statement No. 141 “Business Combinations” and Statement No. 142 “Goodwill
and Other Intangible Assets.” In addition to requiring that all business
combinations be accounted for under the purchase method, Statement No.
141 requires intangible assets that meet certain criteria to be
recognized as assets apart from goodwill. The provisions of Statement
No. 142 indicate that goodwill and indefinite life intangible assets
should no longer be amortized, but rather be tested for impairment
annually. Intangible assets with a finite life shall continue to be
amortized over the estimated useful life. Statement No. 141 is effective
for business combinations initiated after June 30, 2001. Statement No.
142 is effective for fiscal years beginning after December 15, 2001. The
elimination of amortization is to be applied on a prospective basis and
prior periods are not to be restated. However, the impact of
amortization of goodwill and indefinite life intangible assets is to be
disclosed for prior periods. |
| The company is currently evaluating the impact of the new standards. The
total after-tax amortization expense related to goodwill and other
intangible assets was approximately $16 for the three month period ended
April 28, 2002 and $9 for the three month period ended April 29, 2001.
After-tax amortization for the nine month periods then ended was $43 and
$28, respectively. The company will adopt Statement No. 142 in the first
quarter fiscal 2003. |
| In June 2001, the FASB issued Statement No. 143 “Accounting for Asset
Retirement Obligations.” This Statement addresses financial accounting
and reporting for obligations associated with the retirement of tangible
long-lived assets and the associated asset retirement costs. This
Statement is effective for fiscal years beginning after June 15, 2002.
The company is currently evaluating the impact of this Statement. |

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| | In August 2001, the FASB issued Statement No. 144 “Accounting for the
Impairment or Disposal of Long-Lived Assets.” This Statement addresses
financial accounting and reporting for the impairment or disposal of
long-lived assets. This Statement supersedes FASB Statement No. 121,
“Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to Be Disposed Of" , and the accounting and reporting provisions of
APB Opinion No. 30, “Reporting the Results of Operations - Reporting the
Effects of Disposal of a Segment of a Business, and Extraordinary,
Unusual and Infrequently Occurring Events and Transactions" , for the
disposal of a segment of a business. The provisions of this Statement
are effective for fiscal years beginning after December 15, 2001. The
company is currently evaluating the impact of this Statement. |
| --- | --- |
| (k) | Litigation |
| | On March 30, 1998, the company effected a spinoff of several of its
non-core businesses to Vlasic Foods International Inc. (“VFI”). VFI and
several of its affiliates (collectively, “Vlasic”) commenced cases under
Chapter 11 of the Bankruptcy Code on January 29, 2001 in the United
States Bankruptcy Court for the District of Delaware. Vlasic’s Second
Amended Joint Plan of Distribution under Chapter 11 (the “Plan”) was
confirmed by an order of the Bankruptcy Court dated November 16, 2001,
and became effective on or about November 29, 2001. The Plan provides
for the assignment of various causes of action allegedly belonging to the
Vlasic estates, including claims against the company allegedly arising
from the spinoff, to VFB LLC, a limited liability company (“VFB”) whose
membership interests are to be distributed under the Plan to Vlasic’s
general unsecured creditors. |
| | On February 19, 2002, VFB commenced a lawsuit against the company and
several of its subsidiaries in the United States District Court for the
District of Delaware alleging, among other things, fraudulent conveyance,
illegal dividends and breaches of fiduciary duty by Vlasic directors
alleged to be under the company’s control. The lawsuit seeks to hold the
company liable in an amount necessary to satisfy all unpaid claims
against Vlasic (which VFB estimates in the complaint to be $250), plus
unspecified exemplary and punitive damages. The company believes the
action is without merit and intends to defend the case vigorously. |

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ITEM 2.

CAMPBELL SOUP COMPANY CONSOLIDATED link2 "ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION"

MANAGEMENT’S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION

Results of Operations

Overview

The company reported net earnings of $96 million for the quarter ended April 28, 2002 compared to $122 million in the comparable quarter a year ago. Diluted earnings per share declined to $.23 from $.30. Diluted earnings per share, excluding costs associated with the previously announced Australian manufacturing reconfiguration, were $.24. (All per share amounts included in Management’s Discussion and Analysis are presented on a diluted basis.) The lower earnings were a result of planned increases in infrastructure and marketing investments across major businesses, partially offset by lower interest expense.

For the nine months ended April 28, 2002, net earnings were $470 million compared to $597 million in the comparable period a year ago. Diluted earnings per share declined to $1.14 ($1.17 excluding the Australian manufacturing reconfiguration) from $1.42 in fiscal 2001. Excluding the impact of the Australian manufacturing reconfiguration, net earnings were $480 million, a decline of 20% versus the nine months ended April 29, 2001. Lower earnings were primarily a result of planned increases in marketing investments across the portfolio and increased administrative expenses in line with the company’s transformation plan announced in July 2001.

Certain reclassifications were made to the financial statements to comply with new accounting standards. In the fourth quarter of fiscal 2001, the company adopted the Emerging Issues Task Force (EITF) consensus on Issue No. 00-10 “Accounting for Shipping and Handling Fees and Costs.” In the first quarter ended October 28, 2001, the company adopted EITF Issue No. 00-14 “Accounting for Certain Sales Incentives” and Issue No. 00-25 “Vendor Income Statement Characterization of Consideration Paid to a Reseller of the Vendor’s Products,” as codified by Issue No. 01-9 “Accounting for Consideration Given by a Vendor to a Customer or Reseller of the Vendor’s Products.” Under these Issues, the EITF concluded that certain consumer and trade sales promotion expenses, such as coupon redemption costs, cooperative advertising programs, new product introduction fees, feature price discounts and in-store display incentives, should be classified as a reduction of sales rather than as marketing expenses. The adoption of these issues resulted in the following reclassifications to the three and nine month periods ended April 29, 2001: Net sales were reduced by $168 million and $567 million, respectively; Cost of products sold was increased by $45 million and $150 million, respectively; and Marketing and selling expenses were reduced by $213 million and $717 million, respectively. As reclassifications, these changes had no impact on net earnings.

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Beginning in fiscal 2002, the company changed its organizational structure such that operations are managed and reported in four segments: North America Soup and Away From Home, North America Sauces and Beverages, Biscuits and Confectionery, and International Soup and Sauces. Comparative periods have been restated to conform to the current year presentation. For a description of the segments, refer to note (e) to the Consolidated Financial Statements.

THIRD QUARTER

Sales

Sales in the quarter increased 8% to $1.37 billion from $1.27 billion last year. The net change in sales was due to a 7% increase from the European acquisition (which closed in the fourth quarter of fiscal 2001) and a 1% increase from higher selling prices. Base volume and mix were flat. Wet soup shipments compared to one year ago were up 2% in the U.S. and down 3% in international, resulting in flat worldwide shipments.

An analysis of net sales by segment follows:

(millions) — North America Soup and Away From Home	2002 — $ 516	2001 — $ 512	1	%
North
America Sauces and Beverages	276	278	(1	)
Biscuits and Confectionery	357	341	5
International Soup and Sauces	222	140	59
	$ 1,371	$ 1,271	8	%

The 1% sales increase in North America Soup and Away From Home was primarily due to a 1% increase in volume/mix. U.S. wet soup shipments increased 2%. Condensed soup volume declined 3%, while ready-to-serve soup shipments increased 9%. The ready-to-serve volume growth was driven by improvements on Campbell’s Select and new varieties of Campbell’s Chunky . Swanson broth shipments were down 3% versus the prior year due to lower promotional spending and increased competitive promotion. Away From Home sales increased over the prior year led by solid soup sales performance in both chain accounts and in traditional foodservice outlets. Canada reported sales growth by all businesses, particularly soup.

The 1% sales decrease in North America Sauces and Beverages was primarily due to volume declines. The base Prego sauce business was soft due to aggressive competitive promotions. Prego pasta bake sauce, introduced in the fourth quarter last year, contributed to a volume increase. Franco-American volume declined double-digits as a result of competitive trade programs, while Pace Mexican sauces and V8 vegetable juice reported volume growth in response to advertising and consumer promotion. V8 Splash juice beverages continued to decline.

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Biscuits and Confectionery reported a 5% increase in sales due to a 3% increase in volume, a 2% increase from higher selling prices and decreased trade and consumer coupon redemption expenses. Sales were up in all businesses. Pepperidge Farm reported solid volume gains due to product innovation in the cookie and cracker business with the introduction of Dessert Bliss cookies and Goldfish sandwich crackers, as well as strong sales of Milano cookies. Arnotts reported volume gains driven by the new line of rice-based snack products introduced under the Rix label, and new premium Emporio biscuits. Godiva’s sales increased in the quarter due to new global store openings and strong comparable store sales in Japan. Godiva’s North America comparable store sales continued to track below last year, a trend which began following the events of September 11th.

The significant increase in sales in International Soup and Sauces was due primarily to the European acquisition in the fourth quarter fiscal 2001, which resulted in a 64% increase. The base business declined 5%, or 3% excluding the negative impact of currency. The base business performance was due to sales softness in the United Kingdom soup and sauces business.

Gross Margin

Gross margin, defined as net sales less cost of products sold, increased $30 million in the quarter as compared to last year. As a percent of sales, gross margin was 43% compared to 44% last year. The percentage decline was due mainly to the continuing mix shift in U.S. soup towards ready-to-serve products, the cost of quality improvements across a number of products, and costs associated with the Australian manufacturing reconfiguration.

Marketing and Selling Expenses

Marketing and selling expenses increased from $208 million in fiscal 2001 to $246 million in fiscal 2002. As a percent of sales, Marketing and selling expenses increased to 18% from 16% in the prior year. The increase is primarily due to the impact of the European acquisition, higher marketing investments in U.S. soups and sauces, and selling infrastructure investments.

Administrative Expenses

As a percent of sales, administrative expenses increased from 6% to 7% compared to last year, due to infrastructure investments.

Operating Earnings

Segment operating earnings decreased 15% for the third quarter versus the prior year. As a percent of sales, operating earnings declined from approximately 21% in fiscal 2001 to 16% in fiscal 2002, reflecting the decline in gross margin as a percent of sales and increased marketing and selling costs.

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An analysis of operating earnings by reportable segment follows:

| (millions) — North
America Soup and Away From Home | 2002 — $ 108 | $ | 132 | (18 | )% |
| --- | --- | --- | --- | --- | --- |
| North
America Sauces and Beverages | 56 | | 72 | (22 | ) |
| Biscuits and Confectionery | 40 | | 43 | (7 | ) |
| International Soup and Sauces | 19 | | 14 | 36 | |
| Subtotal | 223 | | 261 | (15 | ) |
| Corporate | (33 | ) | (24 | ) | |
| | $ 190 | $ | 237 | (20 | )% |

Earnings from North America Soup and Away From Home declined 18% due primarily to planned increases in marketing and infrastructure investments and costs of quality improvements.

The 22% decline in operating earnings in North America Sauces and Beverages was primarily due to an increase in total marketing support, principally on Prego pasta bake sauce, Pace and V8 vegetable juices, and lower shipments.

Earnings from Biscuits and Confectionery declined 7% as reported, and increased 5% excluding costs associated with the Australian manufacturing reconfiguration. The increase excluding the Australian manufacturing reconfiguration costs was due to the sales volume growth across the businesses, offset partially by lower same store sales at Godiva.

The 36% increase in earnings from International Soup and Sauces was driven by the European acquisition. The European dry soup and sauces business, acquired in the fourth quarter fiscal 2001, is meeting expectations despite some initially weak marketplace performance. Excluding the impact of the acquisition and currency, operating earnings declined significantly, reflecting lower sales in the United Kingdom soup and sauces business, increased marketing investment across the portfolio, and increases in infrastructure investments.

Non-Operating Items

Net interest expense was $44 million compared to $52 million last year. Higher interest expense from higher debt levels due to the European acquisition completed in the fourth quarter fiscal 2001 was more than offset by lower short-term rates.

The effective tax rate was 34.2% compared to 34.1% last year.

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NINE MONTHS

Sales

Sales for the nine months increased 7% to $4.91 billion from $4.61 billion last year. The change in net sales was attributed to a 6% increase from the European acquisition (which closed in the fourth quarter of fiscal 2001), a 2% increase from volume/mix, a 1% increase from higher selling prices, offset by a 1% decrease due to higher trade promotion and consumer coupon redemption expenses and a 1% decline due to currency. Wet soup shipments were even with the same period last year in the U.S., and up 2% in the international business, resulting in a 1% increase worldwide.

An analysis of net sales by reportable segment follows:

(millions)	2002	2001
North
America Soup and Away from Home	$ 2,134	$ 2,138	— %
North
America Sauces and Beverages	908	891	2
Biscuits and Confectionery	1,164	1,133	3
International Soup and Sauces	704	445	58
	$ 4,910	$ 4,607	7 %

North America Soup and Away From Home reported flat sales with the prior year. Volume/mix contributed to an increase of 2%, which was offset by an increase in trade promotion and consumer coupon redemption expenses. Shipments of condensed products declined 6%, while shipments of ready-to-serve products increased 9%, driven by double-digit volume gains in Campbell’s Chunky and Campbell’s Select . The ready-to-serve performance was driven by increased marketing and product improvements. Swanson broth shipments increased 3% over the prior year. The introduction of Campbell’s Supper Bakes in the fourth quarter of fiscal 2001 also contributed to segment volume growth in the first nine months. Away From Home sales were approximately even with last year, while Canada reported volume gains.

North America Sauces and Beverages reported a 2% increase in sales due to a 3% increase in volume/mix, a 1% increase from higher selling prices and the impact of currency, offset by a 2% decrease due to increased trade promotion and consumer coupon redemption expenses. The volume increase was driven by Prego pasta bake sauce, introduced in the fourth quarter fiscal 2001, Pace Mexican sauces and V8 vegetable juice. V8 Splash juice beverages and Franco-American canned pasta continued to show weak performance compared to last year.

Biscuits and Confectionery reported a 3% increase in sales due to a 3% increase in volume/mix, a 1% increase from higher selling prices, offset by a 1% decrease due to

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currency. Pepperidge Farm reported sales increases across its portfolio. New product introductions such as Dessert Bliss cookies and Goldfish sandwich crackers contributed to the growth. Arnotts also contributed to the increase in sales driven by new product entries such as Emporio biscuits and Rix rice-based snack products. Godiva sales increased slightly over the prior year, despite same store sales declines in North America in the aftermath of September 11.

The 58% increase in International Soup and Sauces sales was due primarily to the European acquisition which was completed in the fourth quarter of fiscal 2001. The base business net sales declined 2% as compared to last year due to sales softness in the United Kingdom soup and sauces business offset by growth in Liebig soups in France, in Australian soup and broth, and soup and sauces in Belgium.

Gross Margin

Gross margin, defined as net sales less cost of products sold, increased $32 million year-to-date. As a percent of sales, gross margin was 43.8% compared to 46% last year. The decline was due mainly to the following: increased trade promotional spending and consumer coupon redemption expenses which are classified as deductions from sales; the continued mix shift in U.S. soup towards ready-to-serve products; the cost of quality improvements across a number of products; and costs associated with the Australian manufacturing reconfiguration.

Marketing and Selling Expenses

Marketing and selling expenses increased from $686 million in fiscal 2001 to $837 million in fiscal 2002. The increase is due to higher advertising investments across the portfolio, particularly in U.S. soup and sauces, and the impact of the European acquisition. As a percent of sales, Marketing and selling expenses increased to approximately 17% from 15% last year.

Administrative Expenses

Administrative expenses increased by approximately 22% primarily due to costs associated with the previously announced infrastructure enhancements and the impact of the European acquisition.

Other Expenses

Other expenses increased 27% versus last year primarily due to increased amortization expense related to the European acquisition.

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Operating Earnings

Segment operating earnings decreased 16% versus the prior year. As a percent of sales, operating earnings declined from approximately 25% in fiscal 2001 to 19% in fiscal 2002, reflecting the decline in gross margin as a percent of sales, increased advertising costs, and increased administrative expenses. An analysis of operating earnings by segment follows:

(millions) — North America Soup and Away From Home	2002 — $ 553	$	684	(19	)%
North America Sauces and Beverages	180		233	(23	)
Biscuits and Confectionery	150		177	(15	)
International Soup and
Sauces	70		47	49
Subtotal	953		1,141	(16	)
Corporate	(97	)	(81	)
	$ 856	$	1,060	(19	)%

The 19% decrease in earnings from North America Soup and Away From Home was due to planned increases in trade, consumer promotion, and advertising expenses and costs of quality improvements. The focus of promotion and advertising investments was on ready-to-serve products, including Campbell’s Chunky and Campbell’s Select , and the new Campbell’s Supper Bakes.

The primary reason for the 23% decline in operating earnings in North America Sauces and Beverages was an increase in total marketing support, principally on Prego pasta bake sauce, Pace and V8 vegetable juices. These investments were partially offset by higher shipments of these products.

Earnings from Biscuits and Confectionery declined 15% as reported, 8% excluding costs associated with the Australian manufacturing reconfiguration, and 7% excluding the impact of currency and the reconfiguration costs. The decline was attributed to increased marketing support across all businesses and a decline in same store sales and earnings at Godiva, partially offset by higher shipments at Pepperidge Farm and Arnotts.

The 49% increase in earnings from International Soup and Sauces was driven by the European acquisition. The European dry soup and sauces business, acquired in the fourth quarter fiscal 2001, is meeting expectations despite some initially weak marketplace performance. Excluding the impact of the acquisition, operating earnings declined significantly, reflecting lower sales in the United Kingdom soup and sauces business and planned increases in marketing support and infrastructure investments.

Corporate expenses increased $16 million due principally to higher compensation expenses.

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Non-operating Items

Net interest expense decreased to $142 million from $153 million in the prior year. Higher interest expense due to increased debt levels following the fourth quarter fiscal 2001 European acquisition was more than offset by lower short-term rates.

The effective tax rate was 34.2% for both fiscal 2002 and 2001.

Restructuring Programs

A restructuring charge of $10 million ($7 million after tax) was recorded in the fourth quarter fiscal 2001 for severance costs associated with the reconfiguration of the manufacturing network of Arnotts in Australia. Costs of approximately $13 million ($9 million after tax) were recorded in the nine months ended April 28, 2002 as Cost of products sold, representing primarily accelerated depreciation on assets to be taken out of service. This program is designed to drive greater manufacturing efficiency and will result in the closure of the Melbourne plant. The company expects to incur additional pre-tax costs of approximately $6 — $10 million over the next two fiscal quarters for accelerated depreciation, employee benefit costs and other one-time expenses related to this program. In the second quarter ended January 27, 2002, the company recorded an additional $1 million restructuring charge related to planned severance activities. The expected net cash outflows related to this program will not have a material impact on the company’s liquidity. As a result of this reconfiguration, the company expects annual pre-tax cost savings of approximately $10 million, beginning in fiscal 2003. Approximately 550 jobs will be eliminated due to the plant closure.

Liquidity and Capital Resources

The company generated cash from operations of $829 million compared to $934 million last year. This performance reflects lower net income, resulting from planned increases in marketing and infrastructure investments.

Capital expenditures were $112 million, an increase from $103 million last year. Capital expenditures are expected to be approximately $280 million in fiscal 2002 due to planned process improvements, product quality enhancements, the Australian plant reconfiguration, and the initiation of the construction of the new Pepperidge Farm bakery in Connecticut.

Acquisition spending, as presented on the Statements of Cash Flows, represents a purchase price adjustment related to the May 2001 European acquisition.

The company did not purchase shares in fiscal 2002 since the strategic share repurchase plan was suspended in 2001. During the nine months ended April 29, 2001, the company purchased approximately 14 million shares.

In September 2001, the company issued $300 million seven-year 5.875% fixed-rate notes. The proceeds were used to repay short-term borrowings. While planning for the issuance of these notes, the company entered into interest rate swaps with a notional value of approximately $138 million that effectively fixed a portion of the interest rate on

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the debt prior to issuance. These contracts were settled at a loss of approximately $4 million upon issuance of the notes. This loss is being amortized over the life of the notes. In conjunction with the issuance of these notes, the company also entered into a $75 million seven-year interest rate swap that converts the fixed-rate debt to variable.

In October 2001, the company issued $300 million two-year variable-rate notes. The proceeds were also used to repay short-term borrowings. In connection with this issuance, the company entered into a $300 million two-year interest rate swap that converts the variable-rate debt to fixed.

On November 23, 2001, the company redeemed $100 million 5.625% notes due in fiscal 2003. The notes were callable at par. This redemption was financed with lower rate commercial paper.

On December 11, 2001, the company issued an additional $200 million of its existing 6.75% fixed rate notes due February 2011, originally issued in February 2001. These additional notes were priced at a premium to reflect market conditions. The proceeds were used to repay short-term borrowings.

In January 2002, the company repaid $300 million of variable-rate notes due December 2003. The notes were repaid with lower cost short-term borrowings.

On March 19, 2002, the company issued $300 million five-year 5.50% fixed rate notes. The proceeds were used to repay $228 million variable-rate notes due in December 2003 and short-term borrowings. In connection with this issuance, the company entered into a five-year interest rate swap that converts $100 million of the fixed-rate debt to variable.

In September 2001, the company entered into $1.8 billion in committed revolving credit facilities, comprised of a $900 million 364-day revolving credit facility, which replaced an existing facility that matured in September 2001, and a $900 million 5-year revolving credit facility that replaced a facility scheduled to mature in October 2002. These agreements support the company’s commercial paper program.

The company believes that foreseeable liquidity and capital resource requirements are expected to be met through anticipated cash flows from operations, management of working capital, and borrowings supported by existing committed credit facilities, including commercial paper. The company believes that its sources of financing are adequate to meet its liquidity and capital resource requirements. The cost and terms of any future financing arrangement depend on the market conditions and the company’s financial position at that time.

The following table represents significant long-term cash obligations:

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(U.S. $ equivalents in millions)

	Contractual Payments Due by Fiscal Year
			2003 -	2006 -
	Total	2002	2005	2007	Thereafter
Debt Obligations*	$ 3,594	$ 864	$ 901	$ 607	$ 1,222
Purchase Commitments**	2,435	365	1,065	670	335
Operating Leases	285	54	120	51	60
Total Long-Term Cash
Obligations	$ 6,314	$ 1,283	$ 2,086	$ 1,328	$ 1,617

*	Includes capital lease obligations totaling $9 million
**	Represents certain long-term supply and service
agreements

At April 28, 2002, the company had $1,164 million of notes payable due within one year and $42 million of standby letters of credit issued on behalf of the company, which are supported by $1.8 billion of committed revolving credit facilities. The company is in compliance with the covenants contained in its revolving credit facilities and debt securities.

The company enters into other commitments, such as operating lease commitments, surety bonds, and long-term purchase arrangements, in the ordinary course of business. Operating leases are primarily entered into for warehouse and office facilities, retail store space, and certain equipment. Purchase commitments relate to the procurement of ingredients, supplies, machinery and equipment and services. These commitments are not expected to have a material impact on liquidity.

The company guarantees approximately $71 million of bank loans to Pepperidge Farm independent sales distributors which are secured by their distribution routes purchased from the company.

Critical Accounting Policies/Estimates

On December 12, 2001, the Securities and Exchange Commission issued Release No. 33-8040, “Cautionary Advice Regarding Disclosure About Critical Accounting Policies.” Critical accounting policies are those that involve subjective or complex judgments, often as a result of the need to make estimates. In response to the release, management reviewed the company’s accounting principles. The following areas all require the use of judgments and estimates: the valuation of long-lived assets, deferred income taxes, pension and postretirement benefits, marketing accruals, and inventories. Estimates in each of these areas are based on historical experience and various assumptions that the company believes are appropriate. Actual results may differ from these estimates. The company’s accounting practices are discussed in more detail in the Annual Report on Form 10-K for fiscal 2001. Additional information with respect to the valuation of long-lived assets is discussed under the New Accounting Pronouncements section.

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New Accounting Pronouncements

In July 2001, the Financial Accounting Standards Board (FASB) issued Statement No. 141 “Business Combinations” and Statement No. 142 “Goodwill and Other Intangible Assets.” In addition to requiring that all business combinations be accounted for under the purchase method, Statement No. 141 requires intangible assets that meet certain criteria to be recognized as assets apart from goodwill. The provisions of Statement No. 142 indicate that goodwill and indefinite life intangible assets should no longer be amortized but rather be tested for impairment annually. Intangible assets with a finite life shall continue to be amortized over the estimated useful life. Statement No. 141 is effective for business combinations initiated after June 30, 2001. Statement No. 142 is effective for fiscal years beginning after December 15, 2001. The elimination of amortization is to be applied on a prospective basis and prior periods are not to be restated. However, the impact of amortization of goodwill and indefinite life intangible assets is to be disclosed for prior periods.

The company is currently evaluating the impact of the new standards. The total after-tax amortization expense related to goodwill and other intangible assets was approximately $43 million for the nine month period ended April 28, 2002 and $28 million for the nine month period ended April 29, 2001. The company will adopt Statement No. 142 in the first quarter fiscal 2003.

In June 2001, the FASB issued Statement No. 143 “Accounting for Asset Retirement Obligations.” This Statement addresses financial accounting and reporting for obligations associated with the retirement of tangible long-lived assets and the associated asset retirement costs. This Statement is effective for fiscal years beginning after June 15, 2002. The company is currently evaluating the impact of this Statement.

In August 2001, the FASB issued Statement No. 144 “Accounting for the Impairment or Disposal of Long-Lived Assets.” This Statement addresses financial accounting and reporting for the impairment or disposal of long-lived assets. This Statement supersedes FASB Statement No. 121, “Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of" , and the accounting and reporting provisions of APB Opinion No. 30, “Reporting the Results of Operations - Reporting the Effects of Disposal of a Segment of a Business, and Extraordinary, Unusual and Infrequently Occurring Events and Transactions" , for the disposal of a segment of a business. The provisions of this Statement are effective for fiscal years beginning after December 15, 2001. The company is currently evaluating the impact of this Statement.

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Recent Developments

On May 15, 2002, the company issued a press release announcing results for the third quarter fiscal 2002 and commented on the outlook for earnings per share for the full year. In that release, the company maintained its previous earnings estimates of approximately $1.30 per share for fiscal 2002 (excluding the impact of the Australian reconfiguration).

On June 4, 2002, the company announced that its Australian subsidiary, Arnott’s Biscuits Holdings Pty Ltd (“Arnott’s”), had agreed to make a cash offer of $2.00 per share (Australian) for all of the shares of Snack Foods Limited, a leader in the Australian salty snack category. Under the terms of the offer, Snack Foods Limited’s shareholders will also receive a dividend of 2.5 cents (Australian) per share, previously paid in October, from Snack Foods Limited. The acquisition will be in the form of an all-cash tender offer, and the total consideration of the shares would be approximately $255 million (Australian), or approximately $145 million (U.S.). Arnott’s offer will be subject to a number of conditions, including the tender of at least 90% of the outstanding shares in the offer and the approval of Australian antitrust and foreign investment authorities.

On June 7, 2002, the company filed a $1 billion shelf registration statement with the Securities and Exchange Commission to use for future offerings of debt securities. When the registration statement is declared effective, the company may issue debt securities from time to time, depending on market conditions. The company intends to use the proceeds to repay short-term debt, to reduce or retire other indebtedness or for other general corporate purposes.

Forward-Looking Statements

This quarterly report contains certain statements which reflect the company’s current expectations regarding future results of operations, economic performance, financial condition and achievements of the company. The company has tried, wherever possible, to identify these forward-looking statements by using words such as “anticipate,” “believe,” “estimate,” “expect” and similar expressions. These statements reflect the company’s current plans and expectations and are based on information currently available to it. They rely on a number of assumptions and estimates which could be inaccurate and which are subject to risks and uncertainties.

The company wishes to caution the reader that the following important factors, and those important factors described elsewhere in the commentary, or in other Securities and Exchange Commission filings of the company, could affect the company’s actual results and could cause such results to vary materially from those expressed in any forward-looking statements made by, or on behalf of, the company:

| • | the impact of strong competitive response to the company’s efforts
to leverage its brand power with product innovation, promotional
programs and new advertising; |
| --- | --- |
| • | the inherent risks in the marketplace associated with trade and
consumer acceptance of product improvements and new product
introductions; |

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| • | the company’s ability to achieve sales and earnings forecasts,
which are based on assumptions about sales volume and product mix; |
| --- | --- |
| • | the company’s ability to achieve its cost savings objectives,
including the projected outcome of supply chain management programs; |
| • | the company’s ability to complete the successful post-acquisition
integration of acquired businesses into existing operations; |
| • | the difficulty of predicting the pattern of inventory movements by
the company’s trade customers; |
| • | the impact of unforeseen economic changes in currency exchange
rates, interest rates, equity markets, inflation rates, recession, and
other external factors over which the company has no control; and |
| • | the impact of unforeseen business disruptions in one or more of the
company’s markets due to political instability, civil disobedience,
armed hostilities or other calamities. |

This discussion of uncertainties is by no means exhaustive, but is designed to highlight important factors that may impact the company’s outlook.

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link2 "ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK"

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

For information regarding the company’s exposure to certain market risks, see Item 7A, Quantitative and Qualitative Disclosures About Market Risk, in the Annual Report on Form 10-K for fiscal 2001. There have been no significant changes in the company’s portfolio of financial instruments or market risk exposures from the fiscal 2001 year-end except that the company entered into various interest rate swap instruments in connection with long-term refinancing. See note (h) of the Notes to Financial Statements and the Liquidity and Capital Resources section of Management’s Discussion and Analysis of Results of Operations for an additional discussion of these interest rate swap contracts.

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link1 "PART II"

PART II link2 "ITEM 1. LEGAL PROCEEDINGS"

ITEM 1. LEGAL PROCEEDINGS

As previously reported, ten purported class action lawsuits were commenced against the company and certain of its officers in the United States District Court for the District of New Jersey. The lawsuits were subsequently consolidated, and an amended consolidated complaint was filed alleging, among other things, that the company and certain of its officers misrepresented the company’s financial condition between September 8, 1997 and January 8, 1999, by failing to disclose alleged shipping and revenue recognition practices in connection with the sale of certain company products at the end of the company’s fiscal quarters in violation of Section 10 (b) and 20 (a) of the Securities Exchange Act of 1934, as amended, and Rule 10b-5 promulgated thereunder. The actions seek compensation and other damages, and costs and expenses associated with the litigation. The company believes the action is without merit and intends to defend the case vigorously.

As also previously reported, the United States Environmental Protection Agency (the “EPA”) sent the company a special notice letter dated September 28, 2000 relating to the Puente Valley Operable Unit of the San Gabriel Valley Superfund Sites, Los Angeles County, California (the “Superfund Site”) for property located at 125 N. Orange Avenue, Industry, California, advising that the EPA considers the company to be a potentially responsible party due to the alleged release or threatened release of hazardous substances, and therefore, potentially responsible for the costs incurred in connection with contamination at the Superfund Site. Although the impact of this proceeding cannot be predicted at this time due to the large number of other potentially responsible parties and the uncertainty involved in estimating the cost of clean-up, the ultimate disposition is not expected to have a material effect on the consolidated results of operations, financial position, or cash flows of the company.

As also previously reported, on March 30, 1998, the company effected a spinoff of several of its non-core businesses to Vlasic Foods International Inc. (“VFI”). VFI and several of its affiliates (collectively, “Vlasic”) commenced cases under Chapter 11 of the Bankruptcy Code on January 29, 2001 in the United States Bankruptcy Court for the District of Delaware. Vlasic’s Second Amended Joint Plan of Distribution under Chapter 11 (the “Plan”) was confirmed by an order of the Bankruptcy Court dated November 16, 2001, and became effective on or about November 29, 2001. The Plan provides for the assignment of various causes of action allegedly belonging to the Vlasic estates, including claims against the company allegedly arising from the spinoff, to VFB LLC, a limited liability company (“VFB”) whose membership interests are to be distributed under the Plan to Vlasic’s general unsecured creditors.

On February 19, 2002, VFB commenced a lawsuit against the company and several of its subsidiaries in the United States District Court for the District of Delaware alleging, among other things, fraudulent conveyance, illegal dividends and breaches of fiduciary duty by Vlasic directors alleged to be under the company’s control. The lawsuit seeks to

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hold the company liable in an amount necessary to satisfy all unpaid claims against Vlasic (which VFB estimates in the complaint to be $250,000,000), plus unspecified exemplary and punitive damages. The company believes the action is without merit and intends to defend the case vigorously.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

link2 "ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K"

a.	Exhibits
	None.
b.	Reports on Form 8-K
	There were no reports on Form 8-K filed by the company
during the third quarter ended April 28, 2002.

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link1 "SIGNATURES"

SIGNATURES

Pursuant to the requirements 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.

/s/ Robert A. Schiffner
Robert A.
Schiffner Senior Vice President and Chief Financial Officer
/s/ Ellen Oran Kaden
Ellen Oran
Kaden Senior Vice President – Law and Government Affairs

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link1 "INDEX TO EXHIBITS"

INDEX TO EXHIBITS

Exhibit

None.

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