Documenti di Didattica
Documenti di Professioni
Documenti di Cultura
Column A
Item
Column B
Charged to Costs and
Expenses
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EXHIBIT INDEX
Exhibit
No.
Sequential
Page No.
2---Agreement and Plan of Merger, dated as of November 30, 1988, among RJR
Nabisco, ]nc ., RJR Holdings Corp . RJR Holdings Group, Inc . and RJR
Acq uisition Corporation . (Exhibit 50 to Amendment No . 6 to Schedule 14D9 filed on December 7, 1988*) .
10(e)(i) -Agreement, dated September 29, 1986, between RJR Nabisco, Inc . and
Marshall B . Bass . (Exhibit 6 to Schedule 14D-9 filed on November 8,
1988*) .
10(e)(ii) --Letter Agreement, dated March 21, 1988, between RJR Nabisco, Inc . and
Marshall B . Bass . (Exhibit 7 to Schedule 14D-9 filed on November 8,
1988*) .
10(c)(iii) -Letter, dated June 30, 1988, from RJR Nabisco, Inc . to Marshall B . Bass .
(Exhibit 8 to Schedule 14D-9 filed on November 8, 1988*) .
10(e)(iv) --Consulting Agreement, dated as of Ju)y 1, 1988, between RJR Nabisco, Inc .
and Marshall B . Bass . (Exhibit 9 to Schedule 14D-9 filed on November 8,
1988*) .
10(f)(i) -Form of Employment Agreement without Change of Control provision .
(Exhibit 10 to Schedule 14D-9 filed on November 8, 1988*) .
10(f)(ii) --Special Addendum, dated December 20, 1988 . (Exhibit ]0(d)(ii) herein) .
10(g)(i) --Master Trust Agreement, as amended and restated as of October 12, 1988,
between RJR Nabisco, Inc . and Wachovia Bank and Trust Company, N .A .
(Exhibit 11 to Schedule 14D-9 filed on November 8, 1988*) .
10(g)(ii) --Amendment No . I to Master Trust Agreement, dated January 27, 1989 .
10(g)(iii) ---Amendment No . 2 to Master Trust Agreement, dated January 27, 1989 .
10(h)(i) -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 . (Exhibit 12 to Schedule 14D-9 filed on November 8, 1988*) .
10(h)(ii) --Amendment No . I to Excess Benefit Master Trust Agreement, dated January
27, 1989 .
10(i) -RJR Nabisco, Inc . 1982 Long-Term Incentive Plan, as amended on July 21,
1988 . (Exhibit 13 to Schedule 14D-9 filed on November 8, 1988*) .
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Exhibit
Sequential
No .
Page
No .
10(j) -1977 Stock Option Plan of RJR Nabisco, Inc ., as amended on July 21, 1988 .
(Exhibit 14 to Schedule 14D-9 filed on November 8, 1988*) .
10(k)(i) -Supplementai Benefits Plan of RJR Nabisco, Inc . and Participating
Companies, as amended on October 12, 1988 . (Exhibit 15 to Schedule 14D-9
filed on November 8, 1988*) .
10(k)(ii) -Amendment to Supplemental Benefits Plan, dated November 23, 1988 .
10(k)(iii) --Amendment No . 2 to Supplemental Benefits Plan, dated January 27, 1989 .
10(I)(i) -Additional Benefits Plan of RJR Nabisco, Inc . and Participating Companies,
effective October 12, 1988 . (Exhibit 16 to Schedule 14D-9 filed on November
8, 1988*) .
10(I)(ii) -Amendment to Additional Benefits Plan, dated October 28, 1988 .
10(I)(iii) -Amendment to Additional Benefits Plan, dated November 23, 1988 .
10(1)(iv) -Amendment to Additional Benefits Plan No . 3, dated January 27, 1989 .
10(m)(i) -RJR Nabisco, Inc . Supplemental Executive Retirement Plan, as amended on
10(n) -Letter Agreement, dated November 29, 1988, between RJR Nabisco, Inc .
and Ward M . Miller, Jr . (Exhibit 49 to Amendment No . 6 to Schedule 14D-9
filed on December 7, 1988*) .
10(o)(i) -Letter, dated December 29, 1986, from RJR Nabisco, Inc . to Edward A .
Horrigan , Jr . (Exhibit 62 to Amendment No . 13 to Schedule 14D-9 filed on
January 5, 1989*) .
10(o)(ii) -Agreement, dated December 14, 1988, among RJR Nabisco, Inc ., Edward A .
Horrigan, Jr . and Elizabeth R . Horrigan . (Exhibit 63 to Amendment No . 13
to Schedule 14D-9 filed on January 5, 1989*) .
10(p) --Letter, dated December 21, 1987, from RJR Nabisco, Inc . to John H . Clarke .
(Exhibit 64 to Amendment No . 13 to Schedule 14D-9 filed on January 5,
1989*) .
10(q) -Letter Agreement, dated February 16, 1988, between RJR Nabisco, Inc . and
James N . Crittenden . (Exhibit 65 to Amendment No . 13 to Schedule 14D-9
filed on January 5, 1989*) .
10(r) -Letter, dated August 18, 1988, from RJR Nabisco, Inc . to Robert J .
Carbonell . (Exhibit 66 to Amendment No . 13 to Schedule 14D-9 filed on
January 5, 1989*) .
10(s) -Letter, dated June 2, ;987, from RJR Nabisco, Inc . to Edward J . Robinson .
(Exhibit 69 to Amendment No . 14 to Schedule 14D-9 filed on January 18,
1989*) .
10(t) -Letter, dated December 7, 1987, from RJR Nabisco, Inc . to W .G . Champion
Mitchell . (Exhibit 73 to Amendment No . 16 to Schedule 14D-9 filed on
January 31, 1989*) .
10(u) -Letter Agreement, dated February 20, 1989, between Kohlberg Kravis
Roberts & Co . and J . Paul Sticht .
10(v) --Addendum to Employment Agreement, dated November 10, 1988, between
RJR Nabisco, Inc . and Lester W . Pullen .
11 -Computations of Consolidated Net Income Per Share of Common Stock .
22 --Subsidiaries of the Registrant .
24 -Consent of Independent Accountants .
25
--Powers of Attorney .
*Incorporated by reference .
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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, 1987 Commission file number 1-6388
DELA
ARE
56-0950247
of
each
class
which
Registrant
Common Stock (without par value) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Series B Cumulative Preferred Stock (without par value) . . . . . . . . . . . . . . . . . . . . . . . . . . .
73ifs% Sinking Fund Debentures, Due February 1, 2001 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
8% Sinking Fund Debentures, Due January 15, 2007 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Subsidiaries of the Registrant
R. J.
New
New
New
New
York
York
York
York
REYNOLDS TOBACCO CoMPANY7%% Sinking Fund Debentures, Due September 1, 1994 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . New York
Nabicco, Inc .
73/.% Sinking Fund Debentures, Due May 1, 2001 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . New York
73/.% Sinking Fund Debentures, Due November 1, 2003 . . . . . . . . . . . . . . . . . . . . . New York
Standard Brands Incorporated
6'/.% Sinking Fund Debentures, Due June 1, 1993 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . New York
73/.% Sinking Fund Debentures, Due May 1, 2001 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . New York
9tfi% Sinking Fund Debentures, Due December 15, 2004 . . . . . . . . . . . . . . . . . . . . New York
Securities registered pursuant to Section 12(g) of the Act :
None
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or
15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90
days. YES__4L NO
The aggregate market value of voting stock held by non-affiliates of the registrant as of March 7, 1988 was $12 .9
billion. Directors and officers are considered affiliates for purposes of this calculation but should not necessarily be
deemed affiliates for any other purpose.
The number of shares of Common Stock outstanding at March 7, 1988 was 246,442,285 .
Documents Incorporated by Reference
Portions of the Annual Report to Stockholders of Registrant for the year ended December 31, 1987 are
incorporated by reference into Parts 1, 11 and IV .
Portions of the Definitive Proxy Statement of Registrant, dated March 21, 1988 in connection with its annual
meeting of stockholders to be held on May 4, 1988 are incorporated by reference into Part 111 .
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PART I
Item 1 . Business
(a) General Development of Business
Registrant, RJR Nabisco, Inc ., a Delaware corporation organized in 1970 (the "Company"), is the
parent company of R . J . Reynolds Tobacco Company ("Reynolds") and R . J . Reynolds Tobacco
International, Inc . ("Tobacco International") (tobacco) and of Nabisco Brands, Inc . ("Nabisco"), Del
Monte Corporation ("Del Monte"), Del Monte Tropical Fruit Company ("Del Monte Tropical Fruit")
and Planters LifeSavers Company ("Planters LifeSavers") ( food ) . The Company's name was changed in
April, 1986 from R . J. Reynolds Industries, Inc . to its present name .
On March 6, 1987, the Company sold its spirits and wines business, conducted principally through
Heublein, Inc., to Grand Metropolitan plc for $1 .2 billion in cash . Such business is reported as
discontinued operations in the Consolidated Financial Statements and prior years financial statements
have been restated . See Note 3 of Notes to Consolidated Financial Statements .
During the first quarter of 1987, the Company redeemed its 11 .20% Notes, Due August 1, 1997, its
11 .35% Sinking Fund Debentures, Due November 1, 2015, its 113/,% Sinking Fund Debentures, Due
August 1, 2015 and its 13 .35% Sinking Fund Debentures, Due October 1, 2012 . See Note 4 of Notes to
Consolidated Financial Statements .
During 1987, the Company announced ongoing programs for the repurchase of up to 5 million shares
of its Common Stock and up to approximately 1 .6 million shares of its Series B Cumulative Preferred
Stock, pursuant to which approximately 3 .1 million shares of Common Stock and 1 .2 million shares of such
Preferred Stock were repurchased in 1987 . See Notes 12 and 13 of Notes to Consolidated Financial
Statements .
Tobacco
The tobacco line of business includes the operations of Reynolds and Tobacco International, which
manufacture and sell tobacco products, principally cigarettes . Products are manufactured in the United
States and in 33 foreign countries and territories by subsidiaries or licensees, and are sold throughout the
United States and in more than 1 .60 markets around the world . Also included are the operations of RJR
Archer, Inc ., a packaging company .
Domestic
The Company's domestic tobacco business is conducted through Reynolds . Reynolds' cigarette
brands include CAMEL, CENTURY, DORAL, MORE,
Now,
were among
the 10 largest selling cigarette brands in the United States . Although the DoRAL brand, the first branded
entry in the domestic market priced competitively with generic cigarettes, was not introduced until 1984,
Reynolds believes that it was the eleventh largest selling cigarette in the United States in 1987 .
Reynolds' tobacco products are sold in the United States primarily to chain stores, to other large retail
outlets and through distributors to other retail and wholesale outlets . The markets for cigarettes and other
tobacco products are highly competitive . Reynolds advertises its cigarette products extensively through all
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major media except television and radio . Cigarette advertising and promotion is subject to significant
legislative restrictions in the United States, including a ban on radio and television advertising .
In the cigarette industry, total unit sales volume of cigarettes in the United States has declined in
recent years . However, Reynolds' unit sales volume increased in 1986, despite the overall industry decline
and Reynolds' unit sales volu :ne declined in 1987 by 1 .6% as compared to a total industry decline of 2 .0% .
According to independent analysts, total industry unit sales volume is projected to decline at an annual rate
in the range of 2% for the foreseeable future . Reynolds believes that the decline is the result of numerous
factors, including health considerations, diminishing social acceptance of smoking, legislative limitations
on smoking in public places and federal and state excise tax increases which have resulted in cigarette price
increases . However, in recent years, price increases of cigarettes by Reynolds have more than offset
Reynolds' decline in volume . No assurance can be given that Reynolds will be able to increase prices in
the future by an amount sufficient to offset any future decline in its unit sales volume .
Reynolds purchases at auction a large portion of its domestic tobacco requirements, including its fluecured and burley domestic leaf tobacco, the principal kinds of tobacco it uses . The balance of its tobacco
requirements, principally types not grown in the United States, are purchased overseas . Such tobacco is in
turn stored and aged by Reynolds for periods of approximately two to three years before it is used in
manufacture . Tobacco is an agricultural commodity subject to U .S . Government production controls and
price supports which can .substantially affect its market price . From time to time, various bills may be
pending in Congress that would amend the tobacco control and support programs, some of which, if
enacted, could have an adverse effect on Reynolds .
In September, 1987, Reynolds announced that it is developing a new cigarette that uses, but does not
burn, tobacco . Since the cigarette is in the development stage, Reynolds is unable to predict whether the
product will be introduced nationally and, if so, its impact on the cigarette industry or Reynolds .
International
The Company's international tobacco business is conducted through Tobacco International . Sales are
accomplished through exports from the United States, from foreign manufacturing operations and through
licensees . Key markets in which manufacturing subsidiaries are located include Belgium, Brazil, Canada,
the Canary Islands, Ecuador, Malaysia, Hong Kong, Puerto Rico, Switzerland and West Germany .
Additional key markets include Holland, France, Japan, Spain and Singapore .
CAMEL, WINSTON
brands such as ExPORT "A" and MACDONALD SPECIAL in Canada, MUSTANG in Brazil and DORCHESTER in
the United Kingdom also contribute significantly to Tobacco International's volume base .
Tobacco International's unit sales volume increased 3 .3% in 1986 over 1985 and 10 .3% in 1987 over
1986 . Certain foreign operations are subject to local regulations that set import quotas, restrain financing
flexibility and affect repatriation of earnings or assets . Advertising restrictions similar to, or more
restrictive than, those of the United States exist in several of Tobacco International's markets .
Legislation and Other Information Relating to Tobacco Products
For some years the advertising and sale of tobacco products, particularly cigarettes, have been under
attack in the United States and many other countries as the result of claims that smoking is detrimental to
health and, in the opinion of the Company, such attack has had and may continue to have an adverse
effect on industry sales.
In 1964, the Report of the Advisory Committee to the Surgeon General of the U .S . Public Health
Service concluded that cigarette smoking was a health hazard of sufficient importance to warrant
appropriate remedial action . Since 1969, federal law has required a warning statement on cigarette
packaging . Until October 12, 1985 the required statement was : "Warning : The Surgeon General Has
Determined That Cigarette Smoking Is Dangerous to Your Health ." Federal law also requires annual
reports to Congress from the Federal Trade Commission ("FTC") and the Secretary of Health and
Human Services . The FTC has recommended in such reports to Congress that Congress enact legislation
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requiring stronger warnings and that funding be provided for antismoking messages in mass media . Since
1971, television and radio advertising of cigarettes has been prohibited in the United States . Cigarette
advertising in other media in the United States is required to include information with respect to the "tar"
and nicotine content of cigarettes as well as a warning statement .
In January 1979, the Secretary of Health, Education and Welfare released another report restating
conclusions similar to those contained in the 1964 report and asserting that a broader range of health
hazards is associated with cigarette smoking than those mentioned in the previous report . In January 1980,
the Surgeon General released a report on the health consequences of smoking to women, stating that
women face the same health hazards from smoking as men and that pregnant women and their unborn
children face greater risks . In December 1980, the Surgeon General issued a report stating that all
cigarettes, including those with the lowest "tar" and nicotine content, were health hazards and
recommended various federal measures to reduce smoking . In January 1981, the Surgeon General
released another report reviewing changes in the composition of cigarettes in recent decades, repeating the
assessment that smoking any type of cigarette involves health risks and recommending further study of the
possible risks . In February 1982, the Surgeon General released a report reviewing the recent literature
regarding cancer and concluding that cigarette smokers have overall mortality rates from cancer
substantially greater than nonsmokers and that cigarette smoking is a major cause or a contributing factor
in the development of various cancers . In November 1983, the Surgeon General released a report
reviewing the recent literature regarding cardiovascular disease and concluding that cigarette smoking is a
major cause of coronary heart disease and is associated with or a risk factor for other vascular diseases . In
May 1984, the Surgeon General released a report reviewing the recent literature regarding chronic
obstructive lung disease and concluding that cigarette smoking is the major cause of chronic obstructive
lung disease in the United States . In November 1985, the Surgeon General released a report reviewing the
recent literature regarding health effects of workplace hazards and worker smoking, concluding that the
latter was the greater hazard to the workers . In December 1986, the Surgeon General released a report
reviewing the current literature on the health effects of environmental tobacco smoke exposure and
concluding that environmental tobacco smoke is a cause of disease in nonsmokers .
In October 1984, Congress enacted the Comprehensive Smoking Education Act which, among other
things : (i) establishes an interagency committee on smoking and health which is charged with carryir ;
out a program to inform the public of any dangers to human health presented by cigarette smoking ; (ii)
requires a series of four new health warnings to be printed on cigarette packages and advertising on a
rotating basis; (iii) increases type size and area of the warning on cigarette advertisements ; and (iv)
requires that cigarette manufacturers provide annually, on a confidential basis, a list of ingredients used in
the manufacture of cigarettes to the Secretary of Health and Human Services . The new warnings required
on cigarette packages and advertisements (other than billboards) are as follows : (i) "Surgeon General's
Warning : Smoking Causes Lung Cancer, Heart Disease, Emphysema, And May Complicate Pregnancy" ;
(ii) "Surgeon General's Warning : Quitting Smoking Now Greatly Reduces Serious Risks To Your
Health"; ( iii )"Surgeon General's Warning : Smoking By Pregnant Women May Result in Fetal Injury,
Premature Birth, And Low Birth Weight" ; and (iv) "Surgeon General's Warning : Cigarette Smoke
Contains Carbon Monoxide" . Similar warnings are required on outdoor billboards . The labeling and
ingredient provisions of the Comprehensive Smoking Education Act became effective October 12, 1985 . In
October 1984, the Cigarette Safety Act of 1984 was also enacted that, among other things, creates an
interagency committee on cigarette fire safety.
In addition to the foregoing, legislation potentially detrimental to the tobacco industry, generally
relating to taxation of cigarettes and regulation of advertising, labeling, promotion, sale and smoking of
cigarettes, has been introduced and enacted from time to time in Congress and in various state and local
legislative bodies . State and local legislation imposing restrictions on public smoking has been enacted in a
number of jurisdictions, and certain employers have initiated programs restricting smoking in the
workplace . It is not possible to state whether additional federal, state or local legislation will be enacted,
or the nature of such legislation . Nor is it possible to state whether further action will be taken or
recommended by regulatory agencies or other governmental authorities .
It is not possible to predict the effect on the tobacco industry generally or on Reynolds or Tobacco
International of any of the foregoing events and circumstances .
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Food
The Company's food business includes the operations of Nabisco, Del Monte, Del Monte Tropical
Fruit and Planters LifeSavers . Food products are produced, marketed or distributed worldwide and
include cookies, crackers, cereals, confectioneries, nuts, snacks, canned foods, beverages and fresh fruit .
Products and product lines of Nabisco, Del Monte, Del Monte Tropical Fruit and Planters LifeSavers are
set forth under the captions "Food Products" and "Tropical Fruit" on pages 34 and 35 of the 1987 Annual
Report, which information is incorporated herein by reference .
Nabisco
Nabisco is a leading producer of cookies and crackers and offers consumers many of the leading
brands in margarines, snack products, hot and cold breakfast cereals, desserts, and pet foods . A
disproportionate amount of Nabisco's sales occur in the latter part of a calendar year . Nabisco's
worldwide businesses are conducted through four operating units-the Biscuit Division and the Grocery
Products Division in the United States, Nabisco Brands Ltd (Canada) and International Nabisco Brands .
Nabisco maintains food research facilities in East Hanover and Fair Lawn, New Jersey . Nabisco's
business faces substantial competition in the United States and in other countries .
Del Monte
Del Monte produces and markets a wide variety of canned and dried foods and fresh fruits in many
styles and packs . Substantially all of Del Monte's operations are seasonal . Products are sold in major
consumer markets in the world and are subject to intense competition . Del Monte's products are sold
primarily under the well-known DEL MONTE brand for fruits, vegetables, tomato products, juices and dried
fruit . Most of these products are distributed both nationally and internationally . Del Monte maintains
food research facilities at Walnut Cove, California .
Planters LijeSavers
Planters LifeSavers is a leading producer of nuts and snacks and offers consumers many of the leading
brands in candy and gum . Its products are sold directly to large retail outlets as well as through
wholesalers and brokers from a network of distribution centers . Brand name products include PLANTERS
nuts and snacks, LIFE SAvEits hard-roll candy, BUBBLE Yutrt bubble gum, CARE*FREE sugarless gum, BABY
RUTH and BurrERFtNGER candy bars, JUNIOR MINTS candy, CHUCKLES candy and BONKERS! chewy candy .
In 1987, a Brazilian cashew nut producer was purchased to compliment the Planters LifeSavers line .
During 1987, operational responsibility for Planters LifeSavers was transferred to Reynolds and the
headquarters of Planters LifeSavers was relocated from New Jersey to North Carolina . Subsequently, the
sales forces of Reynolds and Planters LifeSavers were merged early in 1988 .
Employees
At December 31, 1987, the Company had 120,334 full-time employees .
Environmental Matters
Ln
The U .S . Government and various state and local governments have enacted or adopted laws and co
regulations concerning protection of the environment . The regulations promulgated by the Environmental
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00
Protection Agency and other governmental agencies under various statutes have resulted in, and will likely
continue to result in, substantial expenditures for pollution control, waste treatment, plant modification and
similar activities .
The Company has been engaged in a continuing program to assure compliance with such laws and
regulations. Although it is difficult to identify precisely the portion of capital expenditures or other costs
attributable to environmental laws, the Company does not expect such expenditures or other costs to be
material or to have a material effect on the Company's financial position .
(d) Financial Information about Foreign and Domestic Operations and Export Sales
The information contained under the caption "Geographic Data" for the years 1985 through 1987 on
page 67 of the 1987 Annual Report is incorporated herein by reference .
Item 2 . Properties
The information pertaining to the Company's assets by continuing lines of business and geographic
areas for each of the years ended December 31, 1987, 1986 and 1985 set forth under the captions "Lines of
Business Data" and "Geographic Data" on pages 66 and 67 of the 1987 Annual Report is incorporated
herein by reference .
Substantially all of Reynolds' domestic tobacco manufacturing facilities, consisting principally of
factories and leaf storage warehouses, are located at or in the vicinity of Winston-Salem, North Carolina .
All such facilities are owned by Reynolds . Included in such facilities is the Tobaccoville cigarette
manufacturing plant of approximately two million square feet which commenced production in the first
quarter of 1986 and became fully operational in 1987 . In addition, Reynolds is engaged in the
modernization of its Whitaker Park cigarette manufacturing complex, which is expected to be completed in
1989 .
Tobacco International has two tobacco manufacturing facilities located in West Germany and one
each in Switzerland, Brazil, Canada, Puerto Rico, Belgium, the Canary Islands, Ecuador, Hong Kong and
Malaysia .
The Company's food operations have operating properties and facilities, both owned and leased, in
many areas of the world . Food processing plants and related facilities are located throughout the United
States and in Canada, the United Kingdom, France, Italy, Greece, Kenya, South Africa, Mexico, Brazil,
Venezuela, India, Australia and the Philippines . Del Monte also owns or operates through lease or
operating agreements farming land in California, Hawaii, Texas, and the Northwest and Midwest areas of
the United States, and in Kenya, South Africa, Latin America and the Philippines . These leases and
operating agreements generally are renewable at Del Monte's option . In addition, Del Monte Tropical
Fruit owns banana plantations in Costa Rica and Guatemala and a pineapple plantation in Costa Rica .
Del Monte Tropical Fruit owns or leases refrigerated oceangoing vessels and owns or leases banana
terminals located in the United States . Planters LifeSavers has manufacturing plants at nine locations
throughout the United States .
Item 3 . Legal Proceedings
For information relating to litigation, see Note I 1 of Notes to Consolidated Financial Statements .
Item 4 . Submission of Matters to a Vote of Security Holders
None .
Executive Officers of the Registrant
The following is a list as of March 18, 1988, of the names and ages of the Company's Executive
Officers and all positions and offices held by each during the past five years .
Name
Age
Position*
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Name
Age
Position
Paul C . Bergson . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43 Senior Vice President, Government Relations (1986) ; Reynolds-Vice President, Public Affairs (1984 ) ; Director,
Public Affairs ( 1984 ) ; Company-Federal Public Affairs
Representative (1979) .
Robert J . Carbonell . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60 Vice Chairman of the
President (1987 ) ;
NBI-Vice Chairman
(1984) ; Senior Vice
Edward A . Horrigan, Jr. . . . . . . . . . . . . . . . . . . . . . . . . 58 Vice Chairman of the Board (1985 ) ; President and Chief
Operating Officer (1984 ) ; Executive Vice President
(1981) .
F . Ross Johnson . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56 President and Chief Executive Officer (1987 ) ; President and
Chief Operating Officer (1985 ) ; NBI-Vice Chairman of
the Board and Chief Executive Officer (1984 ) ; President
and Chief Operating Officer (1981 ) .
illiam J . Liss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
8 Senior Vice President, Public Affairs (1987) ; Ohlmeyer Communications Company-Senior Vice President, Corporate
Relations ( 1984) ; American Broadcasting Companies, Inc .
-Vice President, Media Relations and Marketing Services
and Director of the Olympic Unit, ABC Publishing (1982 ) .
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Name
Age
Position
George D . Newton, Jr . . . . . . . . . . . . . . . . . . . . . . . . . . . 56 Vice President and Deputy General Counsel for Litigation
(1987 ) ; Deputy General Counsel for Litigation (1985 ) ;
Kirkland & Ellis-Partner (1964) .
Bruce B . Overton . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46 Vice President, Personnel and Compensation (1988 ) ; Staff
Vice President, Personnel (1987 ) ; Staff Vice President,
Compensation and Employee Information (1986 ) ; Corporate Director, Compensation and Employee Information
(1982) .
J . Thomas Pearson . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46 Senior Vice President, Taxation (1988 ) ; Vice President,
Taxation (1987 ) ; NBI-Vice President, Taxation (1982 ) .
Dean R . Posvar . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47 Senior Vice President, Business Planning and Development
(1987) ; NBI-Senior Vice President, Corporate Planning
and Development (1984) ; Vice President, Corporate Planning and Development (1982 ) .
Guli R . Rajani . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45 Deputy Treasurer (1987 ) ; Staff Vice President and Assistant
Treasurer, International (1987 ) ; NBI-Assistant Treasurer
(1982) .
Ray D . Risner . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43 Vice President, Financial Administration (1987) ; Staff Vice
President and Assistant Treasurer (1987 ) ; NBI-Staff Vice
President, Financial Operations (1986) ; Director, Financial Analysis (1982 ) .
Edward J . Robinson . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47 Executive Vice President, Finance and Chief Financial Officer (1987 ) ; Senior Vice President, Finance and Chief
Financial Officer (1986 ) ; NBI-Chief Financial Officer
(1985 ) ; Senior Vice President and Controller (1983 ) ; Vice
President, Treasurer (1982 ) .
Robert E . Shultz . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47 Vice President, Pension Asset Management (1987) ; IBM
Corp .-Director of U .S . Retirement Funds (1980) .
Kenneth D . Taylor . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53 Senior Vice President-Corporate Government Affairs
(1987 ) ; NB1-Senior Vice President, Government Affairs
(1984 ) ; Canadian Consul General, New York and Canadian Commissioner to Bermuda (1981) .
James O . Welch, Jr . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56 Vice Chairman of the Board (1987) ; Senior Executive Vice
President (1986) ; NBI-Chairman and Chief Executive
Officer (1986) ; Vice Chairman and Chief Executive Officer
(1986 ) ; President and Chief Executive Officer (1985 ) ;
President and Chief Operating Officer (1984) ; Senior
Executive Vice President (1981) .
Samuel B . Witt III . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52 Vice President and Associate General Counsel (1988) ; Associate General Counsel (1986) ; Reynolds-Vice President,
General Counsel and Secretary (1981) .
*"NBI" refers to Nabisco Brands, Inc ., a subsidiary of the Company .
Each Executive Officer holds his term of office until the next following Annual Meeting of the Board of
Directors, held in April, May or June at such time as the Board of Directors may fix in each year, and until
his successor is elected and qualified .
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I
PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters
The information set forth under the caption "Dividends and Stock Prices" on page 51 of the 1987
Annual Report is incorporated herein by reference .
Item 6 . Selected Financial Data
The information contained under the caption "Selected Five-Year Financial Data" on page 44 and
under the caption "Selected Five-Year Financial Condition Data" on page 48 of the 1987 Annual Report
is incorporated herein by reference .
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
The information set forth under the caption "Management's Discussion and Analysis" contained on
pages 45 through 50 of the 1987 Annual Report is incorporated herein by reference .
Item 8 . Financial Statements and Supplementary Data
The information contained in the 1987 Annual Report under the captions and on the pages indicated
below is incorporated herein by reference :
Summary of Significant Accounting Policies (page 52)
Consolidated Statements of Income and Retained Earnings for the years ended December 31,
1987, 1986 and 1985 (page 53)
Consolidated Statements of Changes in Financial Position for the years ended December 31,
1987, 1986 and 1985 (page 54)
Consolidated Balance Sheets as of December 31, 1987 and 1986 (page 55)
Notes to Consolidated Financial Statements (pages 56 through 62)
Eleven-Year Financial Summary for the years ended December 31, 1987, 1986 and 1985 (page
64)
Lines of Business Data and Geographic Data for the years ended December 31, 1987, 1986 and
1985 (pages 66 and 67)
Quarterly Results of Operations for the years ended December 31, 1987 and 1986 (unaudited)
(page 68)
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None
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PART III
Item 10 . Directors and Executive Officers of the Registrant
The information set forth on pages 2 through 7 and under the caption "Certain Information
Concerning the Board of Directors" on page 8 of Registrant's Definitive Proxy Statement dated March 21,
1988, in connection with its Annual Meeting of Stockholders to be held on May 4, 1988 (the "Definitive
Proxy Statement"), is incorporated herein by reference . Reference is also made to "Executive Officers of
the Registrant" following Item 4 of Part I of this Report .
PART IV
Item 14 . Exhibits, Financial Statement Schedules and Reports on Form 8-K
(a) 1 . The financial statements listed in the accompanying index to financial statements and
financial statement schedules are filed as part of this report .
2 . The financial statement schedules listed in the accompanying index to financial statements
and financial statement schedules are filed as part of this report .
3 . 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 1987 .
No reports on Form 8-K were filed during the fourth quarter of the year ended December 31,
1987 .
( c ) Exhibits
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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 .
RJR NABISCO, INC .
( Registrant )
By:
HAROLD
L. HENDERSON
(Harold L Henderson)
Executive Vice President
and General Counsel
Title
Date
Ross
President and
Chief Executive Officer,
Director
JOHNSON*
(F . Ross Johnson)
Principal Financial Officer :
Executive
Vice President,
Finance and
EDWARD J . ROBINSON* Chief Financial Officer
(Edward J . Robinson)
Principal Accounting Officer :
Vice President
ANDREW P . HINES* and Controller
(Andrew P. Hines)
Directors :
WILLIAM S .
ANDERSON*
Director
March
22,
1988
(Wiiiiam S . Anderson)
ALBERT L . BUTLER, JR .*
Director
(Albert L Butler, Jr .)
ROBERT J .
CARBONELL*
Director
(Robert J . Carboneli )
JOHN L . CLENDENIN*
Director
(John L Clendenin)
RONALD H .
GRIERSON*
Director
(Ronald H . Grierson)
JOHN W .
HANLEY*
Director
. . . . . .-. . ..---------------------------------------------------------------------------------------. ......-(John W . Hanley)
Cn
EDWARD A . HORRIGAN, JR .*
Director
(Edward A . Horrigan, Jr .)
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Signature
Title
Date
Director
CHARLES E . HUGEL*
(Charles E . Hugel)
VERNON E . JORDAN, JR .*
Director
Director
(Juanita M . Kreps)
Director
JOHN D . MACOMBER*
(John D. Macomber)
JOHN G . MEDLIN, JR .*
------------------------------------------------------ . . .------------------------------------
ANDREW G . C .
SAGE
11*
Director
ROBERT M .
SCHAEBERLEt
Director
(Robert M. Schaeberle)
Director
(J . Paul Sticht)
JAMES 0 . WELCH, JR . *
------------------------------------ . .._ _. . .------ . _ . .. ._. . .. . .---- .. . . . . . . .....-------------_ . . .
(James O. Welch, Jr .)
*By :
LEO
C . WILKERSON
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11
Director
(page)
Summary of Significant Accounting Policies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Consolidated Statements of Income and Retained Earnings for the years ended
December 31, 1987, 1986 and 1985 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Consolidated Statements of Changes in Financial Position for the years ended
December 31, 1987, 1986 and 1985 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Consolidated Balance Sheets at December 31, 1987 and 1986 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Notes to Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Eleven-Year Financial Summary for the years ended December 31, 1987, 1986
and 1985 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Lines of Business Data and Geographic Data for the years ended December 31,
1987, 1986 and 1985 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Quarterly Results of Operations for the years ended December 31, 1987 and
1986 (unaudited) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
52
53
54
55
56
64
66
68
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I
Atlanta, Georgia
February 1, 1988
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SCHEDULE V
RJR NABISCO, INC. AND SUBSICIARIES
SCHEDULE V-PROPERTY, PLANT AND EQUIPMENT
Years Ended December 31, 1987, 1986 and 1985
(Dollars in Millions)
Column A
Column B
Column C
Classification
Balance at
Beginning
of Period
$ 296
Column D
Column E
Column F
Additions
at Cost
Retirements
Other Changes
Add (Deduct)
Describe
Balance
at End
of Period
$ 9
$ 2
$ 21
$ 324
126
1,571
5,064
1,418
41
14
4,373
247
103
547
Construction-in-process . . . . . . . . . . . . . . . . . . . . .
607
639
(642)
$6,694
$ 936
$119
$ 52 (A )
$7,563
604
S 246
$ 12
$ 5
$ 43
$ 296
1,105
81
240
1,418
3,303
371
98
797
4,373
Construction-in-process . . . . . . . . . . . . . . . . . . . . .
1,054
558
(997)
$5,708
$1,022
$119
$ 83 ( B )
$6,694
$ 187
$ 5
$ 4
$ 4 (B)
54(C)
$ 246
538
82
17
1,105
1,715
229
91
Construction-in-process . . . . . . . . . . . . . . . . . . . . .
611
630
63 (B)
439 (C)
347 (B)
1,103 (C)
(417)(B)
607
3,303
1,054
231 (C)
$3,051
$ 946
$113
$ 1,824
$5,708
Prior years have been restated to report the Company's former spirits and wines business as
discontinued operations .
(A) Includes foreign currency translation effects of $175, divestments ($) 51) and reclassifications and
miscellaneous adjustments .
(B) Reclassifications, foreign currency -translation effects and/or miscellaneous adjustments .
( C ) Acquisitions at cost .
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SCHEDULE VI
RJR NABISCO, INC. AND SUBSIDIARIES
SCHEDULE VI-ACCUMULATED DEPRECIATION, DEPLETION AND AMORTIZATION
OF PROPERTY, PLANT AND EQUIPMENT
Years Ended December 31, 1987, 1986 and 1985
(Dollars in Millions)
Column A
Column B
Column C
Column D
Column E
Column F
Other Changes
Balance at
Add (Deduct )
End of
Describe(A)
Period
$ -
$ 38
of Period
Additions
Charged
to Costs and
Expenses
$ 30
$ 8
$-
221
1,100
56
386
3
70
(12)
274
1,404
$1,351
$450
$73
$(12)
$1,716
$ 24
$ 7
$-
$ (1)
$ 30
184
822
49
346
1
56
(11)
(12)
221
1,100
$1,030
$402
$57
$(24)
$1,351
$ 20
$ 5
$-
$ (1 )
$ 24
Balance at
Beginning
escription
etirements
184
153
33
685
220
53
(30)
822
$ 858
$258
$55
$(31)
$1,030
Prior years have been restated to report the Company's former spirits and wines business as
discontinued operations .
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SCHEDULE VIII
RJR NABISCO, INC. AND SUBSIDIARIES
SCHEDULE VIII-VALUATION AND QUALIFYING ACCOUNTS
Years Ended December 31, 1987, 1986 and 1985
(Dollars in Millions)
Column A
escription
Balance at
Beginning
of Period
(1)
Charged
to Costs
and
Expenses
(2)
Charged
to Other
Accounts
(Describe)
Deduction
(Describe)
(A)
Balance
at End of
Period
67
18
61
Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
225
138
15
369
$292
$147
$27
$430
$18(B)
76
21
30
67
Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
112
139
27
225
$188
$160
$ 1(B)
$57
$292
42
43
27
64
9
5
76
112
$ 85
$ 91
$14
$188
16
10
$26(C)
Prior years have been restated to report the Company's former spirits and wines business as
discontinued operations .
Ln
( B ) Miscellaneous adjustments .
( C ) Principally acquisitions .
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SCHEDULE IX
RJR NABISCO, INC . AND SUBSIDIARIES
SCHEDULE IX-SHORT-TERM BORROWINGS
Weighted
Maximum Average Average
Weighted Amount Amount Interest
Average Outstanding Outstanding Rate
Category of Aggregate Balance at Interest During the During the During the
Short-term Borrowings End of Period(C) Rate Period Period(A) Period(B)
Banks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Commercial Paper Holders . . . . . .
$159
283
640
17 .03%
$126
7 .97
674
17 .22%
$175
7 .90
715
368
6 .68
Banks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Commercial Paper Holders . . . . . .
Year ended December 31, 1985 :
Banks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Commercial Paper Holders . . . . . .
99
419
$104
535
86
427
$115
277
24 .32%
6 .99
24 .34%
7 .99
Prior years have been restated to report the Company's former spirits and wines business as
discontinued operations .
(A) Primarily daily average balance of total short-term debt .
(B) Short-term interest expense as a percentage of the average balance of interest bearing short-term debt .
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SCHEDULE X
RJR NABISCO, INC . AND SUBSIDIARIES
SCHEDULE X-SUPPLEMENTARY INCOME STATEMENT INFORMATION
Column B
Charged
to
Costs
and
Expenses
1987
1986
1985
$378
$370
$264
Advertising costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$774
$807
$684
Prior years have been restated to report the Company's former spirits and wines business as
discontinued operations .
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Highlights
/DollarsinMillionsExceptPerShareAmounts/
Contents
Letter to Shareholders
Operating Review
Famous Brands
from RJR Nabisco
Board of Directors
Officers of the
Corporation
Financial Review
Shareholder Informatlon
34
40
At Year End
Workingcapital
Book value per common share
Number of common shares
outstanding (in thousands)
Number of stockholders
Number of full-time employees
1987 1986
Change
S 15,766 $15,102
2,304 2,340
1,081 1,025
1,209 1,064
+ 4%
- 2%
+ 5%
+ 14 %
30 102
- 71 %
1,179 962
+ 23 %
4 .19 3 .68
4 .70 3 .83
+ 14 %
+ 23 %
1 .76 1 .51
+ 17 %
13 .6% 1 1 .9%
20 .8% 19 .0%
S 1,717 S 1,329
24 .41 21 .21
+29%
+ 15 %
247,357 250,395
112,879 114,121
120,334 122,395
- i%
- 1%
- 2%
Prior years have been restated to report the Company s former spirits and wines business as
discontinued operations (see Note 3 to the Financial Statements) .
*Operating income includes the effects of net restructuring expense incurred in 1987 of S250
million (see Note 1 to the Financial Statements) .
42
43
69
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Letter to Shareholders
In 1987 RJR Nabisco achieved record
results while successfully sharpening its
competitive effectiveness in the global
consumer products market .
Net income rose 14 percent to S 1 .21 billion,
up from $1 .06 billion in 1986 . Net income per
common share increased 23 percent to 54 .70,
or 87 cents per share . Consolidated net sales
reached S 15 .77 billion, up 4 percent from
Corporate Organization
With the restructuring of our corporate
staff and the decentralization of our operating
units now complete, our organization is ideally
set as an active, responsive and resultsoriented team .
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nities to expand our tobacco and food operations . However, as with any organization,
should the right major acquisition opportunity
arise, we would give it full consideration .
Concurrently, we will continue to make
smaller acquisitions that complement our
existing operations, as we did in 1987 with
the purchases of a :
Brand Strength
Our greatest asset is our lineup of leading
brand-name products . In tobacco, our
WINSTON, SALEM, CAMEL, VANTAGE and DORAL
brands rank among the 15 best selling cigarettes in the United States, and CAMEL is a leading global brand . In foods, the excellent results
of line extensions such as OREO Big Stuf cookies
and RITZ BiTS bite-size crackers demonstrate the
vitality of these long-time favorite brands .
Building on the powerful strength of our
famous brands, we will continue to maximize
their product potential and use our market
leadership position as a springboard for introducing successful new brands .
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Technology
We firmly believe that technology is the cornerstone of future growth in both our tobacco
and food businesses . Reflecting this commitment, we raised our investment in research
and development by 19 percent to 5204
million in 1987.
Perhaps no better example of the potential
impact of technological innovation was our
September announcement of a new cigarette
developed through our own technology-
Financial Position
The company took several actions in 1987
to improve its already strong financial position .
The early retirement of high-interest debt and
the repurchase of a portion of the Series B
preferred stock contributed to lowering the
corporation's total debt-to-capital ratio in
1987 to 42 percent, compared to 51 percent
on December 31, 1986 . Our interest costs
have declined, and our remaining debt is
set at fixed rates averaging below 9 percent .
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Litigation
Litigation involving the tobacco industry
continues to be of interest and concern to our
company and its shareholders . While the company remains a defendant in a number of
product liability lawsuits in the United States,
favorable decisions by Federal Circuit Courts of
Appeal during the year affirmed the adequacy
of federally mandated health warnings for cigarettes . A number of our state courts reached
the same conclusion in favorable rulings for
the defendant cigarette companies .
We believe that such lawsuits are inappropriate both from a legal and a public policy
standpoint, and that our position in the litigation will ultimately prevail .
Executive Appointments
During 1987 a number of important
charige~ took place in the senior management of our company.
Charles E . Hugel became Chairman of
the Board of RJR Nabisco on October 1, 1987,
succeeding J . Paul Sticht .
6
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Outlook
RJR Nabisco is today in an enviable
position to meet the challenges of an everchanging global market and to enhance
our shareholder value .
F Ross Johnson
President and Chief Executive Officer
Atlanta, Georgia
February 19, 1988
our company.
Gerald Long, Senior Executive Vice President
of RJR Nabisco and Chairman of R .J . Reynolds
Tobacco USA, will retire after 20 years with
the company. He has been a member of our
Board since 1984 .
In February 1988, Martin S . Davis,
Chairman and Chief Executive Officer of
Gulf+Western Inc ., was nominated for
election to our Board of Directors at the
May 1988 annual stockholders meeting .
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see new product developments on a worldwide basis . The senior executive group of
R .J . Reynolds Tobacco International moved to
London, enabling management to be even
more responsive to changing international
market conditions .
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40 percent .
Tobacco International's local brands, which
.J . Reynolds Tobacco
government-controlled markets such as International's global brand, reinforced Its
Turkey, Thailand and Korea
. Image and expanded Its worldwide marketing
Building on the momentum established in effort by becoming a sponsor of Formula One
1987, R .J . Reynolds Tobacco International is automobile racing .
looking ahead to further growth in its global
tobacco business .
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Biscuit Division
Bolstered by successful new products
and line extensions of its leading cookie and
cracker brands, the Biscuit Division of Nabisco
Brands achieved solid volume growth which
contributed to higher sales and operating
income for 1987.
Nabisco's Biscuit Division widened its U .S .
market leadership in cookies and crackers
through successful line extensions and new
brand introductions .
Nabisco Brands initiated the largest product
launch in its history during July. Under the
"New Stars from Nabisco" banner, 18 new
cookie and cracker productsjoined other
Nabisco favorites in stores nationwide . This
new product effort achieved an outstanding
first-year sales performance . At the same time,
it strengthened major brand franchises and
enhanced Nabisco's product presence on
supermarket shelves .
In cookies, Nabisco extended several of its
strong established brands with appealing new
items . OREO, the world's largest selling cookie
brand, achieved record volume for the third
consecutive year. An 8 percent volume
increase in 1987 followed an exceptional performance in 1986, the brand's 75th anniversary. Strong consumer response to the new
Fudge Covered OREO and OReo Big Stuf cookies, both introduced as part of the "New Stars"
program, demonstrated the ongoing vitality
of this long-time cookie favorite .
CHIPS AHOYI chocolate chip cookies, the
number one brand in its category, recorded
volume gains in 1987, aided by the introduction
of Fudge Strired CHIPS .AHovI cookies . The addition of Newrorvs fruit-filled cookies in new
single-serve variety packs contributed to that
brand's 1987 volume growth .
Nabisco achieved its highest ever share of
the growing U .S . cracker market in 1987. RrTz
crackers, America's favorite cracker brand,
enjoyed overwhelming success with the introduction of RrTZ BITS, bite-size snack crackers .
Two entirely new cracker products joined
the Nabisco lineup as well . AMERICAN CLASSIC
crackers were introduced to meet growing
consumer interest in premium snack products
and in-home entertaining . QUACKERS snacks, a
bite-size cracker in the shape of a duck, also
received enthusiastic consumer response .
The Biscuit Division's powerful market position in cookies and crackers, coupled with
improved manufacturing capabilities, offers
tremendous potential for continued growth .
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Striking new packaging, coupled with innovative merchandising programs, sparked volume improvement for ORTEGA Mexican foods .
Five new table sauces introduced in 1987 complement the ORTEGA product line and help position the brand to increase its share of the
fast-growing Mexican food category.
Other Grocery Products Division products
also achieved good results in 1987, including
MILK-BONE dog biscuits, GREY POUPON DlJon
mustards, ROYAL desserts, COLLEGE INN broths
and REGINA wine vinegar.
During the year, the Grocery Products Division established its own dedicated sales group .
This step provided the division with more flexibility by combining the strengths of both a
direct sales unit for cereal and pet snack products, and broker representation for other grocery products . This focused effort enhanced
overall sales and merchandising effectiveness
and strengthened the division's ability to service the grocery trade and to reach new outlets,
such as drug stores and mass merchandisers .
The Grocery Products Division of Nabisco
Brands, with its large and diverse group of
well-known brand names, is managing its
product portfolio aggressively to assure continued profitable growth .
22
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24
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25
Nabisco Brands Ltd's strategy of concentrating marketing resources behind core brands,
along with a program of restructuring,
streamlining and decentralization, contributed
greatly to the year's performance . Through a
successful divestiture program, the company
sold a number of businesses that did not fit its
long-term strategic plans .
Nabisco Brands Ltd today is focused on two
primary businesses-the Biscuit Division,
which is Canada's top cookie and cracker producer, and the Grocery Division, a leading producer of cereals, pet snacks, canned fruits and
vegetables, and fruit juices .
In both divisions, increased spending on
advertising and promotions for core brands
contributed to overall volume growth .
The Biscuit Division, led by Christie Brown,
benefited from a number of successful line
extensions and new product introductions
during 1987. These products included FuDGEE-O
DOUBLE STUF cookies, new flavors of NEwroN
fruit-filled cookies, Striped CHIPS AHOYI cookies,
OREO DOUBLE STUF cookies, Whole Wheat RiTz
and PREMIUM crackers, and new flavors of
CHRISTIE snacking crackers .
Nabisco Brands Ltd's new COUNTRY FIBRE
line of three cookie and cracker products,
the company's largest product launch of the
year, achieved promising results . This
unique biscuit line offers consumers a good
source of dietary fibre in wholesome, goodtasting cookies and crackers .
In the Grocery Division, NABisco RAISIN
WHEATS cereal continued to show volume
growth momentum . Nabisco Brands Ltd also
introduced SHREDDED WHEAT'N BRAN nationally
in 1987 and launched a highly successful marketing effort to revitalize SHREDDIES cereal .
DEL MONTE canned fruit and fruit juices, each
the leading brand in their product categories,
achieved solid volume gains . DEL MONTE
canned vegetables experienced a slight volume decline, due primarily to reduced availability of crops for processing .
With a firm focus on its core businesses and
major brands, Nabisco Brands Ltd is capitalizing on its leadership positions in a variety of
well-known biscuit and grocery products .
26
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In France, volume and market share increases for the BELIN line of cookies extended
the company's position as one of the country's
top biscuit producers . The acquisition of ULA
Bahlsen, a French frozen pastry business,
made Nabisco the leading marketer of this
popular French dessert .
Other major European markets also showed
good progress . In Italy, Nabisco continued to
register market share gains for the SAiwA line of
cookies . In Spain, the company's biscuit business achieved sharply higher volume and
market share improvements . To enhance its
distribution channels there, the company
entered into a partnership with Tabacalera,
S .A ., Spain's government-owned tobacco
and foods company.
International Nabisco expanded its operations in a number of other countries as well .
Britannia Industries, Nabisco's 38 percentowned business in India, began operating a
new soya processing plant and maintained its
leadership position in the biscuit category. In
New Zealand, the company added to its number one position in biscuit products by
acquiring the country's leading snack producer, Abels Industries, Ltd .
Nabisco Brands' joint venture in the People's
Republic of China completed construction and
began start-up of a new bakery in late 1987.
The Beging bakery will begin producing crackers for sale in China and other Far East countries during 1988 . In addition, a joint-venture
business in Thailand began operating a new
bakery during 1987.
The diversity of its products and the geographic reach of its markets are important factors in the overall strength of International
Nabisco Brands . This balanced portfolio will
help assure steady progress for the company's
worldwide food business .
78
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31 percent..
Del Monte Tropical Fruit will increase its
presence in the European fresh fruit market
through a 1987 agreement with the stateowned Cameroon Development Corp . Under
the agreement, 3,000 acres of new banana
plantations will be developed in the African
nation of Cameroon . By early 1989, the new
business will supply bananas to Del Monte for
sale in France and other European markets .
30
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Sports Marketing
By teaming up sports and marketing,
RJR Nabisco is using one of the most effective
means available to marketers of consumer products to reach key consumer audiences .
RJR Nabisco companies were involved
with some 1,800 individual sporting events
around the world in 1987 . Millions of spectators
attended these events in venues ranging from
the Daytona 500 stock car race to the Nabisco
Masters tennis championship, while millions
more viewed them on television .
In motor sports, more than 6 million racing
enthusiasts filled the stands at events sponsored by R .J . Reynolds Tobacco USA during
1987 Through its sponsorship of the NASCAR
Winston Cup Series in stock car racing,
Winston drag racing, Camel GT sports car racing,
and Camel motorcycle racing, R .J. Reynolds
Tobacco is one of the best-known names in
American motor sports .
R .J . Reynolds Tobacco International moved
into the high-speed world of international Formula One racing during 1987. The company's
CAMEL brand added sponsorship of the Lotus
Grand Prix Racing Team to its motor sports
involvement in Europe .
RJR Nabisco expanded its sponsorship of
professional golf, one of America's fastest
growing spectator sports, in 1987 The Nabisco
Grand Prix of Golf, a year-long points competition among individual PGA tour professionals
that also benefits charities throughout the
United States, completed a successful first year.
R .J. Reynolds Tobacco Co . sponsored the inaugural Vantage Cup Championship in WinstonSalem, North Carolina, in 1987 This event
capped off the first year of the Vantage Cup
team competition on the Senior PGA Tour.
In ladies' professional golf, Planters LifeSavers
Co . will sponsor the first Planters Pat Bradley
International Tournament in 1988 . RJR Nabisco's
involvement with women's golf began in 1982
with the Nabisco Dinah Shore tournament,
one of the major events on the LPGA tour .
The Nabisco Grand Prix of Tennis brought
together the world's top men tennis players
to compete in more than 70 events in 1987
Highlighting the year-long competition was
the Nabisco Masters Championship in men's
singles tennis, held at New York's Madison
Square Garden, and the Nabisco Masters
Championship in doubles at Royal Albert Hall
in London .
RJR Nabisco remains a leader in corporate
use of sporting events to reach consumers
around the world . For RJR Nabisco, sports and
marketing are truly a winning combination .
32
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Bob Goalby, former Masters champion and a member of Team RJR Nabisco, competed with other
Senior PGA golfers at the first Vantage Championship, sponsored by R .J . Reynolds Tobacco Co .
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UNITED STATES
Cigarette Brands
Camel NOW
Century Salem
Doral Vantage
More Winston
INTERNATIONAL
Cigarette Brands
Camel More
Winston Vantage
Salem YSL
KEY NATIONAL BRANDS
Europe
Reyno
M
Time
United Kingdom
Dorchester
Belgium/Luxembourg
St . Michel
West Germany
Overstolz
Eastern Europe
Gold Coast
Canada
Export'A"
Macdonald Select
Macdonald Special
Brazil
Mustang
Tempo
LS
Luxor
Triscuit Wafers
Twigs Sesame and Cheese Snack Sticks
Uneeda Biscuits
Vegetable Thins Flavored Crackers
Waverly Crackers
Wheatsworth Stone Ground
Wheat Crackers
Wheat Thins Snack Crackers
Other Biscuit Products
Comet Cones , Cups and Sugar Cones
Easy Cheese Pasteurized Process Cheese
Spreads
Mister Salty Pretzels
NAB Packs
Toastettes Toaster Pastries
Confectionery & Snack Produ-
Biscos Cookies
Premium Crackers
Ouackers Snacks
Sociables Crackers
Fleischmann's Margarines ~
m
Chanceller
ECllci :jill"
Doral Suave
Full Speed
King
FOOD PRODUCTS
UNITED STATES
Cookies
Peanut Bars
34
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Escort Crackers
Great Crispsl Snacks
Holland Rusk Instant Toast
Honey Maid Graham Crackers
Ritz Crackers
Cookies de Belin
Crackers Gourmand
Del Monte Canned Fruits
Del Monte Canned Vegetables and
No Salt Added Vegetables
Del Monte Dried Fruits
Beverages
Del Monte Blends Juice Drinks
Del Monte Juices, Juice Drinks
and Nectars
Hawaiian Punch Beverages
Snap-E-Tom Tomato and Chile Cocktail
Ice Cream and Frozen Confections
Life Savers Flavor Pops
Miniquiche Crackers
Minizza Snack Crackers
Oro Sweet Biscuits
Oxford Range of Biscuits and Cookies
Ritz Crackers
Royal Desserts, Gelatins and Cake Mixes
Britannia Biscuits
Britannia Vital Cooking Oil
Chicken In A Biskit Flavored Crackers
Chips Ahoyl Chocolate Chip Cookies
David Cookies
Trio Countline
INTERNATIONAL BRANDS
Del Monte
Nabisco
Planters
Ritz
Royal
KEY NATIONAL BRANDS
Canada
Aylmer Canned Fruits and Vegetables
Aylmer Soups
Christie Cookies, Crackers and Snacks
Cream of Wheat Cereals
Dad's Cookies
Nabisco Cereals
Peek Freans Biscuits
Continental Europe
Artiach Range of Biscuits
Belin Pastries
Catari Pizza Mixes
United Kingdom
Bendicks Confectionery
Big D Nuts
Del Monte Canned Fruits
Shreddies Cereal
Smiths Crisps and Snack Products
Tea Time Sweet Biscuits
TROPICAL FRUIT
United States
Del Monte Fresh Bananas, Pineapples
and Papayas
Canada
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35
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Board of Directors
William S . Anderson
Chairman, Executive Committee
NCR Corporation
John W. Hanley
Chairman of the Executive Committee
Monsanto Company
Charles E . Hugel
Chairman of the Board
RJR Nabisco, Inc . and
President and Chief Executive Officer
Gerald H . Long
Senior Executive Vice President
RJR Nabisco, Inc . and
Chairman
R .J . Reynolds Tobacco USA
John D . Macomber
Robert M . Schaeberle
J. Paul Sticht
s
Dr. Juanita M . Kreps
Former United States Secretary
of Commerce
40
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Celanese Corporation
u,
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OD
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Committees
Executive Committee
F Ross Johnson, Chairman
Edward A . Horrigan, Jr., Vice Chairman
Dr. Robert J . Carbonell
John L . Clendenin
Charles E . Hugel
John G . Medlin, Jr.
Andrew G .C . Sage II
James O. Welch, Jr.
John L . Clendenin
Chairman and Chief Executive Officer
BeIlSouth Corporation
Ronald H . Grierson
Vice Chairman
Audit Committee
William S. Anderson, Chairman
John L . Clendenin, Vice Chairman
Ronald H . Grierson
Charles E . Hugel
F. Ross Johnson
President and Chief Executive Officer
RJR Nabisco, Inc .
Vernon E . Jordan, Jr .
Partner
Andrew G .C . Sage 11
Former Managing Director
Shearson Lehman Brothers
http://legacy.library.ucsf.edu/tid/nbn14d00/pdf
United States
Jaime Carvajal
Spain
Richard J. Currie
Canada
Regula M . Dobie
Kenya
Simon Hornby .
United Kingdom
Erling S. Lorentzen
Brazil
Yohei Mimura
Japan
Louis von Planta
Switzerland
Brian E . Quinn
Australia
J . Paul Sticht
United States
Kenneth D. Taylor
Vice Chairman
Canada
Francois Vaxelaire
Belgium
Alberto J . Vollmer
Venezuela
WR .A . Wyllie
Hong Kong
Dennis Durden
Secretary
United States
41
F. Ross Johnson
President and
Chief Executive Officer
Gerald H . Long
Senior Executive
Vice President
Charles E . Hugel
Chairman of the Board
Harold L . Henderson
Executive Vice President
and General Counsel
John D . Martin
Executive Vice President
Andrew S. Barrett
Senior Vice President,
Corporate Personnel
Marshall B . Bass
Senior Vice President,
Corporate Affairs
William J. Liss
Senior Vice President,
Public Affairs
Walter N . Coleman
Vice President and
General Auditor
George A . Midwood
Vice President and
Treasurer
Bruce B . Overton
Robert E . Shultz
Andrew P. Hines
Vice President and
Controller
Gull R . RaJanl
Deputy Treasurer
David G . Marshall
Vice President, Personnel,
Employee Benefits
42
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Paul C. Bergson
Senior Vice President,
Government Relations
Ray D. Risner
Vice President, Financial
Administration
Edward J . Robinson
Executive Vice President,
Finance, and
Chief Financial Officer
John H . Clarke
Senior Vice President,
Technology
Dennls Durden
Senior Vice President
Dean R. Posvar
Senior Vice President,
Business Planning and
Development
Kenneth D . Taylor
Senior Vice President
Financial Review
Contents
Selected Five-Year Financial Data
44
Results of Operations
45
48
49
Foreign Currency
50
51
52
53
54
Balance Sheets
55
56
63
63
64
66
Geographic Data
67
68
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43
1987
1986
1985
1984
1983
Results of Operations
Net sales
Operating in come
(1)
$15,766
2,304
$15,102
2,340
$11,622
1,949
58,200
1,412
$7,565
1,205
489
565
337
166
1,081
1,209
1,025
1,064
917
1,001
747
1,210
177
626
30
102
91
56
1,179
962
910
1,154
62
819
4 .19
3 .68
3 .27
2 .46
2 .00
4 .70
3 .83
3 .60
4 .11
2 .90
S 440
1 .76
37 .3%
S 378
1 .51
39 .3 %
5 357
1 .41
39 .2 %
S 360
1 .30
31 .2 %
5 345
1 .22
42 .1 %
S 71 1/s
34t/i
S 55%
31
S 35
243/4
S 29
21 %
S 253/e
18
247,357
881
258,383
114,220
283,183
112,879
250,395
114,121
250,566
120,334
122,395
127,404
79,234
78,266
126,889
Prior years have been restated to report the Company's former spirits and wines business as discontinued operations (see Note 3 to the Financial
Statements) . The 1985 amounts include the operations of Nabisco Brands from July 2, 1985 (see Note 16 to the Financial Statements) .
(1) Operating income includes the effects of net restructuring expense incurred in 1987 of $250 million (see Note 1 to the Financial Statements) .
(2) The 1987 and 1984 amounts include net gains on the sale of the Company's discontinued operations of S215 million or 86 cents per share and $275
million or 98 cents per share, respectively. In addition, the 1987 amounts include an extraordinary loss from the early extinguishment of debt of S80
million or 32 cents per share . (See Notes 3 and 4 to the Financial Statements .)
(3) Dividends on Common Stock as a percentage of net income applicable to Common Stock . The 1987 and 1984 dividend payout percentage would be
45 .6 and 41 .0 percent, respectively, excluding the gain on the sale of discontinued operations .
44
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Management's Discussion
and Anaiysis
The operations of the Company's former
spirits and wines business have been
reported as discontinued operations, and
prior years have been restated (see Note 3 to
the Financial Statements) . The Company
now classifies its continuing operations into
two lines of business, tobacco and food .
Results of Operations
Consolidated
Consolidated net sales for 1987 increased
4 percent over the prior year to S 15 .8 billion .
Both the tobacco and food lines of business
contributed to the increase . The tobacco gain
was due principally to price increases together
with favorable foreign currency exchange
rates and international tobacco unit volume
growth . The food gain was due to new product introductions and volume gains.
Operating income increased in both lines of
business principally due to the factors noted
above; however, the improvements were
more than offset by the $250 million special
charge for net restructuring expense (see
Note 1 to the Financial Statements) .
The 1987 income from continuing operations increased S56 million, or 5 percent, and
income from continuing operations per share
increased 51 cents, or 14 percent, to $4 .19 .
These increases were mainly due to the sales
increases noted above and decreased interest
and debt expense resulting from the early
extinguishment of 51 .6 billion of high-interest
debt in the first quarter of 1987 (see Note 4 to
the Financial Statements) .
Net incurne fur 1987 rose 5145 million to $1 .2
billion and net income per share increased 23
percent to $4 .70. The higher net income and
net income per share were primarily the result
of improved income from continuing operations and the S215 million gain on the sale of
discontinued operations (see Note 3 to the
Financial Statements), partly offset by the
extraordinary loss of 580 million on the early
extinguishment of debt . During 1987, the Company repurchased 3 .6 million shares of its
Common Stock and 1 .2 million shares of its
3 .5
Consolidated
Operating Income
(Dollars in Millions)
$2 .500
2,000
1,500
1,000
500
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Consolidated Income
from Continuing Operations
(Dollars in Miltions)
$1,100
880
660
440
220
50782 9439
45
3 .80
Net Sales
Tobacco
Food
2 .85
40%
60
1986
39%
61
1985
47 %
53
1984
1983
63 %
37
64 %
36
1 .90
Operatiny Irxome
Tobacco
Food
.95
33
27
12
10
Tobacco
Sales
(Dollars in Billions)
S 6 .5
5 .2
3 .9
2 .6
1 .3
Tobacco Operating
Income'
(Dollars in Millions)
51,875
Tobacco
The tobacco line of business includes the
operations of R .J. Reynolds Tobacco USA and
R .J . Reynolds Tobacco International, which
manufacture and sell tobacco products, principally cigarettes . Products are manufactured in
the United States and in 33 foreign countries
and territories by subsidiaries or licensees, and
are sold throughout the United States and in
more than 160 markets around the world . Also
included are the operations of RJR Archer, a
packaging company.
Sales for the tobacco operations were S 6 .3
billion for 1987 up $480 million over the prior
year. The sales increase for the year was due to
higher manufacturers' selling prices, record
international unit volume growth and favorable foreign currency rates .
Domestic market share for 198Z measured
on a manufacturer's shipment basis, increased
to 32 .5 percent . While the total industry volume declined 2 .0 percent, R .J . Reynolds
Tobacco USA once again outperformed the
industry with a decline of only 1 .6 percent to
185 .3 billion units .
1,500
1,125
750
375
46
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Food
The food line of business includes the
operations of Nabisco Brands and Planters
LifeSavers, acquired in July 1985, and Del
Monte . Food products are produced, marketed
or distributed worldwide and include cookies,
crackers, cereals, confectioneries, nuts, snacks,
canned foods, beverages and fresh fruit .
Foods sales were $9 .4 billion in 1987 an
increase of S 184 million over the prior year
despite the loss of S639 million in sales from
the divestment of certain Canadian and other
food businesses in 1987 and 1986 . New product introductions and volume growth in established brands resulted in higher United States
market share in a number of product categories, such as cookies, crackers, cereal and
margarine . Also contributing to the sales
improvement were volume gains in the
United Kingdom and other international
markets .
Operating income increased to S915 million,
excluding restructuring expense, compared
with $820 million for the prioryear, an increase of 12 percent, due principally to strong
results from the Company's United States
cookie, cracker, grocery products, hard-roll
candy and gum businesses . The performance
of Del Monte's tropical fruit business met
expectations, although it was below the
strong performance of 1986 .
Food sales were $9 .2 billion in 1986, an
increase of 49 percent over 1985 . This increase
was principally due to the inclusion of the fullyear results of Nabisco Brands . Partially offsetting this increase was the loss of sales from the
dispositions of iranchise beverages, vinegar
and yeast, and frozen foods operations .
Operating income increased to S820 million
for 1986 compared with S549 million for the
prior year, an increase of 49 percent, due principally to the inclusion of a full-year's results of
operations by Nabisco Brands . Also contributing to the operating income increase was a
strong performance by the tropical fruit operations .
Restructuring Expense
During 1987 the Company incurred $250
million (net of nonrecurring gains) for restructuring expense (see Note 1 to the Financial
Statements) . These provisions were principally
for the write-do-wn of redundant equipment
and facilities from the continuing modernization of domestic tobacco operations, implementation of a Voluntary Separation Incentive
Program for tobacco employees, restructuring
programs in its food subsidjaries and relocating
insurance programs .
6 .0
The R .J . Reynolds Tobacco Co .'s Voluntary
2 .0
[
'83 '84 '85 '86 '87
Food Operating
Income*
(Dollars in Millions)
s 1,000
600
400
200
Income Taxes
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47
S 1,875
S 1,447
S 1,082
S 943
Workingcapital $ 1,717
Current
ratio
1 .4
$ 1,329
1 .3
S 1,617
1 .4
$2,780
2 .5
$2,853
3 .3
$16,701
8 .5 %
8 .4%
$16,414
13 .5 %
9 .4%
58,805
14 .8 %
14 .8%
58,776
1 1 .2 %
11 .2%
S 5,774
291
5,312
S 5,628
1,587
4,796
$1,443
499
4,478
$1,444
631
5,223
Tota1
$10,699
S 1 1,377
$12,011
$6,420
$7,298
1 1 .6%
11 .9%
50 .8%
18 .5%
12 .9%
46 .9%
17 .8%
19 .0%
22 .5%
13 .6%
13 .5%
19 .8%
20 .1 %
20 .3 %
22 .1 %
17 .2 %
19 .0%
19 .6%
23 .8%
16 .4%
S 1,022
S 21 .21
S 946
S 19 .14
S 642
S 492
$17 .33
$18 .44
capital
expenditures
936
Book value per common share $ 24 .41
Prior years have been restated to report the Company's former spirits and wines business as discontinued operations (see Note 3 to the Financial
Statements) . The 1985 amounts include the operatiorls of Nabisco Brands from July 2, 1985 (see Note 16 to the Financial Statements) .
(1) Net income for 1987 and 1984 includes a $215 million and $275 million gain, respectively, on the sale of the Company's discontinued operations . In
addition, the 1987 net income includes an extraordinary loss from the early extinguish ment of debt of $80 million . (See Notes 3 and 4 to the Financial
Statements .)
(2) Net income plus after-tax interest ard debt expense divided by beginning total assets .
(3) Total debt consists of notes payable and long-term debt (including current maturities) .
(4) Net income plus after-tax interest and debt expense divided by beginning total capital .
(5) At December 31, 1987 . 1986, 1985, 1984 and 1983, the sum of the total debt and redeemable preferred stock as a percentage of total capital was 43 .6
percent, 53 .3 percent, 60.1 percent, 30.2 percent and 28 .4 percent, respectively .
(6) Net income applicable to Common Stock divided by beginning common stockhotders ' equity .
I
1
48
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Financiai Condition
Funds Provided by
Continuing Operations
Funds provided by continuing operations
were 52 .1 billion in 1987 compared with 51 .9
billion in 1986 and 51 .4 billion in 1985 . The
increases in funds provided by continuing
operations were due to higher levels of income
and noncash charges . Internally generated
funds from operations represent a major
source of funds available to the Company.
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Funds Provided by
Continuing Operations,
Capital Expenditures and
Cash Dividends
(Dotlars in Millions)
s2,2oo
1,760
1,320
880
440
'86 '87
Funds Provided
Capital Expenditures
Cash Dividends
Composition
of Capital
(Dollars in Billions)
s 12 .5
10.0
7 .5
5 .0
2 .5
49
Capital Expenditures
Consolidated capital expenditures for 1987
1986 and 1985 were $936 million, $1,022 million and S 946 million, respectively. Tobacco
capital expenditures accounted for 46 percent
of the 1987 consolidated total, while food
expenditures were 48 percent of the total .
Tobacco
Food
Corporate
1988-1990 Projected
Capital Expenditures by
Une of Business
Foreign Currency
Tobacco
Food
Corporate
50
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on its income.
Although fluctuations in the value of foreign
currencies cause U .S. dollar translated amounts
to change in comparison with previous periods, the Company cannot quantify in any
meaningful way the effect of such fluctuations
upon future income . This is due to the large
number of currencies involved, the constantly
changing exposure to these currencies, the
complexity of intercompany relationships, the
hedging activity entered into to minimize the
effect of rate changes, and the fact that all foreign currencies do not react in the same manner against the U.S. dollar.
The Company's Series B Cumulative Preferred Stock is listed and traded only in the
United States . The regular quarterly dividend
per share is 52 .87% .
The following table sets forth the dividends
paid per share of Common Stock and the high
and low sales prices, taken from the Composite Tape as reported by the Wall Street Journal,
for the common and preferred stock during
the last two years:
2 .85
1 .90
.95
Common Stock
Ouarters
Dividends
Market Price
(hlgh-low)
Series B Cumulative
Preferred Stock
Market Price
(high-low)
1987
First
Second
Thlyd
Fourth
Year
1986
First
Second
Third
Fourth
S .40
.40
.48
.48
$65s/e - 49
59'/e - 47 1/4
71 '/e - 523/4
68S/e - 341h
$1 .76
$125'h - 121
124 - 117 1h
123 - 117 1h
120 - 115A/4
$125'h - 1153/4
S .37
.37
.37
.40
$44'/z - 31
543/a - 37
55% - 44%
535/e - 473/e
S 121 %- 1103/e
1253/8 - 120%
1253/4 - 121 %4
1263/4 - 1203/4
Year
$1 .51
$55% - 31
S 1263/4 - 1 103/e
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51
Summary of Significant
Accounting Policies
This summary of significant accounting policies is presented to assist in understanding the
Company's financial statements included in
this report . These policies conform to generally
accepted accounting principles and have been
consistently followed by the Company in all
material respects.
Consolidation
The Company includes in its consolidated
financial statements the accounts of the parent
and all subsidiaries . The Company's former
spirits and wines business is reported as discontinued operations, and prior years financial
statements have been restated accordingly .
Inventories
In all of the Company's businesses, inventories are stated at the lower of cost or market .
Various methods are used for determining cost
as described below
The cost of domestic inventories is determined principally under the LIFO method . The
cost of remaining inventories is determined
52
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under the FIFO, specific lot and weighted average methods . In accordance with recognized
trade practice, stocks of tobacco, which must
be cured for more than one year, are classified
as current assets .
Depreciation
Property, plant and equipment are depreciated principally by the straight-line method .
Goodwill and Trademarks
Goodwill and trademarks are generally
amortized on a straight-line basis over a
40-year period .
Other Income and Expense
The Company includes in "Other income
(expense), net" items of a financial nature,
principally interest income and gains and
losses on foreign currency transactions.
Income Taxes
The Company uses the flow-through
method in accounting for investment tax credits, whereby the provision for income taxes is
reduced in the year the tax credits first become
available.
Excise Taxes
Excise taxes are excluded from "Net sales"
and "Cost of products sold ."
Net sales*
S 15,766
S 15,102
S11,622
8,221
7,920
6,024
4,991
250
4,842
-
3,649
-
Operating income
Interest and debt expense (net of capitalized
amounts of 519, $71 and S67, respectively)
Other income (expense), net
2,304
2,340
1,949
(489)
1
(337)
51
1,816
735
1,081
(565)
7
1,782
757
1,663
746
1,025
917
78
84
215
(39)
1,289
1,064
1,001
80
Net Income
1,209
1,064
1,001
30
102
91
1,179
4,832
962
4,357
910
4,034
440
23
378
109
357
230
S 5,548
S 4,832
S 4,357
S 4 .19
0 .83
(0 .32)
S 3 .68
0.15
-
S 3 .27
0 .33
-
Net Income
$ 4.70
S 3 .83
S 3.60
250,612
251,073
252,941
(7)
*Excludes excise taxes of 53 .314, $3,057 and $2 .640 for 1987,1986 and 1985, respectively.
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53
1987
1986
1985
$15,766
$15,102
$11,622
13,642
2,124
13,227
1,875
10,175
1,447
(116)
(46)
Capital expenditures
936
1,022
946
78
(125)
(46)
470
(88)
108
(376)
(62)
480
(10)
(172)
34
(58)
448
15
242
1,395
729
766
1,109
1,581
(134)
(76)
1,288
(2,545)
24
(317)
(80)
(121)
1,125
(909)
41
(1,469)
-
429
3,334
(445)
1,241
(403)
-
(1,706)
(1,333)
4,156
1,238
504
(85)
(4,672)
S 261
S 280
S (735)
S 70
58
48
(236)
122
S (49)
(256)
63
(154)
280
S 107
(29)
22
S 62
S (116)
54
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(418)
272
S (46)
1987
1986
Assets
Current assets :
Cash and short-term investments (Note 5)
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S 1,088
S 827
1,745
2,678
329
5,840
1,675
2,620
273
5,395
7,563
6,694
1,716
1,351
5,847
5,343
4,525
649
-
4,603
644
716
$16,861
$16,701
S 442
3,187
162
S 518
332
202
4,123
3,884
1,797
846
4,066
4,833
1,448
751
173
291
251
312
86
5,548
(159)
6,038
251
320
(76)
4,832
(15)
5,312
$16,861
2,923
423
$16,701
55
Deferred :
Federal
Foreign and other
Provision for
income taxes
$370
$305
$507
312
228
177
682
533
684
84
178
25
(31)
46
37
53
224
62
$735
$757
$746
1986
1985
$171
S178
S 94
Restructuring items
Various other items
(123)
5
46
(32)
S 53
$224
S 62
1986
1985
Domestic (includes
U.S. exports)
Foreign*
573
407
56
50782
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Note 3
Discontinued Operations
On March 6,1987, the Company sold its
spirits and wines business, conducted principally through Heublein, Inc ., for 51 .2 billion in
cash . After provision for income taxes of $230
million, the gain on the sale was $ 215 million
or 86 cents per share .
On October 1,1986, the Company sold, for
cash, its quick-service restaurant business,
essentially Kentucky Fried Chicken, for $840
million . After provision for income taxes of 528
million, the loss on the sale was $39 million .
The loss reduced 1986 net income per share
by 16 cents .
1985
191
(3) 109
107
(7) 78
84
215 (39)
$208 S 39 $ 84
Discontinued operations
per common share
1 .83 S
.15 S
9450
.33
Note 4
Extraordinary Item
During the first quarter of 1987 the Company sustained an extraordinary loss as a result
of the early extinguishment of $1 .2 billion of
the 11 .2% Notes issued in the Nabisco Brands
acquisition (see Note 16 to the Financial Statements), as well as 11 .35 %,11 .75 % and 13 .35 %
Debentures classified as short-term at year-end
1986 . Proceeds from the sale of Heublein were
used to extinguish the 11 .2 % Notes . A total of
$1 .6 billion of debt was extinguished at a premium of $80 million (after a tax benefit of $55
million), which decreased income per share by
32 cents .
Note 5
Cash and Short-Term Investments
Short-term investments at December 31,
1987 and 1986, valued at cost (approximate
market), totaled S786 million and S675 million,
respectively. Short-term investments at December 31, 1987 principally consisted of certificates
of deposit.
Note 6
Inventories
The major classes of inventory and the
amount of each at December 31 were :
Leaf tobacco
Finished products
Raw materials
Other
1987
1986
S 833
S 945
1 .087
375
383
953
416
306
$2,678 $2,620
Note 7
Property, Plant and Equipment
Components of property, plant and equipment at December 31 are shown in the following table :
Land and land improvements
Buildings and
lea hold imprDvements
Machinery and equipment
Construction-In-process
1987
1986
S 324
S 296
1 .571
6,064
604
1,418
4,373
607
S7,563
$6,694
Note 8
Notes Payable and Related Information
Notes payable consisted of the following at
December 31 :
Commercial paper
Notes payable, principally
to domestic banks
1987
1986
$283
$419
159
99
S442
S518
Note 9
Accounts Payable and Accrued Accounts
Accounts payable and accrued accounts
consisted of the following at December 31 :
1987
Trade accounts
Marketing and advertising
Payroll and employee benefits
Restructuring and relocation
Excise taxes
other
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S 621
666
489
255
226
930
1986
S
532
460
444
310
1,177
53,187 52,923
57
Note 10
Long-term Debt
December 31,1987
Due Within Due After
One Year One Year (1)
December 31,1986
Due Within
Due After
One Year
One Year
(1)
(2)
(3)
S 6
S 1,454
5 6
353
351
700
250
699
1,199
653
648
56
205
50
471
64
$162
$3,884
$423
198
877
479
54,833
100
S 483
The payment schedule of debt due through 1992 is as follows (in millions) :1989-5310 ;1990-$274 ;1991-5422 : and 1992-s 517 .
The Company has entered into hedging arrangements which will offset the effects of future exchange rate movements on these debt issues .
At December 31, 1987, the Company's Eurodollar credit facility (see Note 8 to the Financial statementsl supported S 50 million of short-term notes
that have been classified as long-term based upon the Company's intention to continue that amount o~ debt in some form for more than one year .
Note 11
Commitments and Contingencies
Various legal actions, proceedings and
claims are pending or may be instituted
against the Company and its subsidiaries,
including those claiming that lung cancer and
other diseases have resulted from the use of
the tobacco products of R .J. Reynolds Tobacco
Co . (Reynolds) . During 1987, 14 new such
actions were commenced, and 42 such
actions were dismissed or otherwise resolved
in favor of Reynolds prior to trial . A total of 68
such actions were pending at December 31,
1987 Some of the foregoing involve or may
involve claims for compensatory, punitive or
other damages in substantial amounts .
Litigation is subject to many uncertainties,
and it is possible that some of the legal actions,
proceedings or claims could be decided
unfavorably to Reynolds .
The Company has product liability insurance covering only a portion of such legal
actions, proceedings or claims, and the
maximum insurance coverage available on
reasonable terms and conditions is substantially less than the aggregate compensatory
and other damages alleged in such actions,
proceedings or claims.
S8
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modernization programs .
Note 12
Redeemable Preferred Stock
The Company had one class of cumulative
preferred stock (Series B) outstanding at
December 31,1987. The stock is senior to the
Common Stock as to dividends and preferences in liquidation .
The Series B Stock is subject to mandatory
redemption of 327,375 shares peryear, commencing November 1,1989, at a redemption
price of S 100 per share plus any accrued dividends . The Company has the noncumulative
option to double the amount redeemed pursuant to such mandatory redemption in any
year. The Company may elect to redeem all or
part of the Series B Stock, in addition to the
mandatory redemption requirement, at an initial optional redemption price of S 111 .50 plus
50782 9452
1987
Shares Amount
Series A Cumulative Preferred Stock without par value (548 .50 stated value) :
Balance at beginning of year
Shares redeemed and retired
1986
1985
Shares
Amount
Shares
Amount
1,634,494
(1,634,494)
5 79
(79)
7,053,478
(5,418,984)
$ 342
(263)
1,634,494
79
(2)
2
(2,801,856)
(644,617)
3,404,664
(133)
(32)
163
(41,809)
41,809
-
(41,809)
1,592,685
(2)
S 77
2,906,521 $ 291
2,911,295
S 291
2,899,112
S 290
(4,774)
12,183
-
1
-
291
2,911,295
291
(1,174,217/ (118)
1,732,304 173
(4,774)
4,774
(4,774)
-
(4,774)
1,732,304 S 173
2.906,521
5 291
2,906,521
S 291
9,750,095
S1,219
S -
(9,750,095)
(1,219)
9,750,095
1,219
9,750,095
S1,2119
*The aggregate cost to the Company, including all related fees and expenses, was S 141 million in 1987 and $1,328 million in 1986 . The excess of the cost
of shares repurchased and retired over the stated value of S 118 million and51,2I 9 million, In 1987 and 1986, respectively, has been charged to retained
Series C Cumulative Preferred Stock without par value (S 125 stated value) :
Balance at beginning of year
Shares issued in Nabisco Brands
acquisition (see Note 16)
2,906,521
earnings.
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59
cn
m
oJo
N
Note 13
Common Stock and Pald-In Capital
1987
Common Stock-no par (S1 stated valueauthorized 600,000,000 shares at
December 31, 1987) :
Balance at beginning of year
Shares issued upon conversion of
4%96 Convertible Subordinated
Debentures
Shares repurchased and retired (1)
Shares
Amount '
50,698,401
251
250,698,401
$251
Pald-In capital :
Balance at beginning of year
Common Stock repurchased and retired (I)
Other
1986
Shares
1985
Amount
Shares
50,698,401
251
58,548,528
259
--
78,932
(7,929,059)
(8)
250,698,401 ,
$251
250,698,401
Amount
S251
S 320
{8)
S332
(12)
S344
(10)
(2)
S 312
$320
S332
/303,468)
S (15)
(131,940)
S (4)
(165,273)
S (4)
(3,633,200)
(176)
(1,300,000)
(62)
(850,000)
/25)
595,432
32
1,128,472
51
883,333
25
(3,341,236)
$/159)
(303,468)
(131,940)
S (4)
S (15)
(1) The aggregate cost to the Company including all related fees and expenses was $248 million in 1985 . The excess of the cost of shares repurchase
and retired over the stated value has been charged to retained earnings, S230 million, and paid-in capital, S 10 million .
(2) In October 1987, the Company announced its intention to repurchase up to 5 miliion shares of its Common Stock . At December 31, 1987, 3,103,400
shares had been repurchased under this program at an aggregate cost of $145 million .
60
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1987
1986
1985
Options:
Outstanding at beginning of year
1982 Long Term Incentive Plan :
Granted
Exercised
1977 Stock Option Plan :
Granted
Exercised
Career Executive Stock Plan :
Exercised
Cancelled
Outstanding at end of year
Price Ranges :
Outstanding at beginning of year
Granted under 1982 Long Term Incentive Plan
Granted under 1977 Stock Option Plan
Options/SARs exercised (market prices ranged from
544 .56-70.75 in 1987, $31 .3 i-54 .56 in 1986 and
S25 .25-34 .88 in 1985)
Cancelled
Outstanding at end of year
4,702,295
4,918,294
4,136,785
(588,566)
1,242,900
(959,213)
1,305,278
(396,523)
(210,204)
93,200
(395,612)
459,114
(403,415)
(13,865)
(261,246)
3,628,414
(51,050)
(146,224)
4,702,295
(45,2011
(137,744)
4,918,294
12 .1949 .06
20 .2349 .06
$12 .19-49 .06
1 1 .81-31 .55
18 .48-49 .06
$12 .19-49 .06
11 .51-26 .30
17 .28-31 .55
$11 .81-31 .55
At December 31, 1987 options were exercisable as to 2,123,746 shares, compared with 2 .172,799 shares at December 31, 1986, and 2,373,437 shares at
December 31, 1985 . As of December 31, 1987 options for 5,310, 591 shares of Common Stock were available for future grants .
Note 14
Cumulative Translation Adjustments
The changes in this account are shown in
the following table :
Balance at beginning
ofyear
Translation and other
adjustments
~
~
t
)
1987
1986
s(761
S ( 14o)
159
6
(3)
34
7
23
$86
S(76)
Note 15
Retirement Benefits
The Company sponsors a number of noncontributory defined benefit pension plans
covering most U.S . employees . Plans covering
regular full-time employees in the tobacco
operations (as well as hourly employees in the
food operations) provide pension benefits that
are based on the employee's length of service
and final average compensation before retirement . Plans covering salaried employees of the
corporate group and food operations were
amended in late 1987 to provide for individual
accounts which offer lump sum or annuity
payment options, with benefits based on
accumulated compensation and interest credits made monthly throughout the career of
each participant, with an initial opening credit
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61
A summary of the components of net periodic pension cost for Company sponsored
plans follows :
1987
1986
82
69
195
167
(89)
(281)
(132)
96
56
51
$60
Foreign plans
18
15
14
74
66
74
Muititmpia)er plans
29
23
17
$ 103
$ 89
591
1985
Plan assets at
fair market value
1987
8.5%
1986
8.0%
6.596
6 .5%
9.0%
9 .0%
Plans Whose
Accumulated
Benerits
Exceeded
Assets
$744
S 1,247
$804
S 1,707
$676
(1,683)
(914J
24
(R 38)
11
16
11
24
6Z
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$(309)
(329)
V,
m
a
OD
N
~
u,
m
441c. vC lT/
Atlanta, Georgia
February 1,1988
President and
Chief Executive Officer
February 1, 1988
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63
1987
Net
sales
Operating income
Interest and debt expense
Income before provision for income taxes
1985
15,766
1986
$15 .102
$11,622
1984
$8,200
2,304
2,340
1,949
1,412
489
565
337
166
1,816
1,782
1,663
1,353
1,081
1,209
30
1,179
1,025
1,064
102
962
917
1,001
91
910
747
1,210
56
1,154
5 3 .68
3 .83
1 .51
21 .21
S 3 .27
3 .60
1 .41
19 .14
S 2 .46
4 .11
1 .30
17 .33
S 1,329
1,022
402
$ 1,617
946
258
52,780
642
151
5,847
5,343
4,678
2,193
16,861
Total assets
604
Short-term debt
3,884
Long-term debt
173
Preferred stock
6,038
Common stockholders' equity
Average common shares outstanding (in thousands) 250,612
Number of employees at year end 120,334
Effective income tax rate 40 .596
Current
ratio
1 .4
16,701
941
4,833
291
5,312
16,414
804
4,824
1,587
4,796
8,805
218
1,225
499
4,478
251,073
122,395
252,941
127,404
280,938
79,234
42 .5%
1 .3
44 .9%
1 .4
44 .8%
2 .5
Prior years have been restated to report the Company's former spirits and wines business as discontinued operations (see Note 3 to the Financial Statements) .
The 1985 amounts include the operations of Nabisco Brands from July 2, 1985(see Note 16 to the Financial Statements) .
6f
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S9
0'
%8'6b
'
5'Z
%L'6fr %8'9b
'Z
%b'Sb
b'Z
Z'Z
'
%6'Stp %8'Stl %9'b
8L61
6L61
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0861
1861
Z861
E861
S 6,346
9,420
$ 5,866
9,236
S 5,422
6,200
$15,766
S 15,102
511,622
Tobacco
Food
Restructuring expense (i)
Corporate
Consolidated operating Income
S 1,821
915
(250)
(182)
S 2,304
5 1,659
820
(139)
S 2,340
S 1,483
549
(83)
S 1,949
Assets:
Tobacco
Food
Corporate (2)
$ 5,208
10,117
1,536
S 4,882
9,822
1,281
S 4,496
9,598
863
16,861
15,985
14,957
$16,861
716
1,457
$16,701
$16,414
433
445
58
613
344
65
647
279
20
936
$ 1,022
946
244
380
28
205
376
24
146
195
13
652
605
354
~`
Net assets of
discontinued operations
Consolidated assets
Capital expenditures :
Tobacco
Food
Corporate
Consolidated capital expenditures
Tobacco
Food
Corporate
Consoiiidated depreciation and
amortization expense
(1) Restructuring expense for 1987 includes S(2611 mitlion, S 18 million and S(7) million for Tobacco . Food and Corporate, respectively (see Note I to the
Financial Statements) .
(2) All cash and shortterm investments are included in Corporate assets .
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Geographic Data
The following table shows certain financial information relating to the Company's continuing operations in various geographic
areas .
/Dollars in Millrons/
Net sales :
United States
Canada
Europe
Other geographic areas
Less transfers between geographic areas (l)
Consolidated net sales
Operating Income:
United States
Canada
Europe
1987
1986
1985
$11,721
850
2,361
1,387
(553)
$11,338
1,060
2,055
1,217
(568)
515,102
S 9,095
830
1,125
996
(424)
S 2,026
85
180
188
S 1,694
106
90
142
(83)
S 15,766
S 2,162
112
241
221
(250)
(182)
$11,622
$ 2,304
(139)
S 2,340
Assets :
United States
Canada
Europe
Other geographic areas
Corporate
S 10,881
700
2,293
1,451
1,536
S 10,982
896
1,660
1,166
1,281
S 10,115
1,048
16,861
-
15,985
716
14,957
1,457
Consolidated assets
$16,861
S 16,701
$16,414
S 1,831
S 1,578
S 1,523
S 1,949
1,552
1,379
863
(1) Transfers between geographic areas (which consist principally of fresh and canned fruit from Latin America, Africa and the Philippines transferred to
the United States and Europe) are generally made at fair market value.
(2) Restructuring expense for 1987 includes S(428) million and S178 million for the United States and Canada, respectively (see Note 1 to the Financial
Statements) .
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67
1987
Net sales
Operating Income (t1
First
Second
Third
Fourth
$3,489
277
$4,023
632
$3,835
6S0
$4,419
745
92
299
320
370
220
299 '
320
370
0 .33
0 .84
1 .16
1 .16
1 .24
1 .24
1 .46
1 .46
53,397
461
53,832
591
53,656
609
54,217
679
195
253
267
310
Net income
Income from continuing operations
per common share
Net income per common share
206
276
268
314
0 .61
0 .66
0 .91
0 .99
0 .96
0 .97
1 .20
1 .21
1986(3)
Net sales
Operating income
Previously published quarterly financial data have been restated to report the Company's former spirits and wines business as discontinued operations
(see Note 3 to the Financial statements) .
(1) Operating income for the first, second and third quarters of 1987 included $219 million, $12 million and S19 million, respectively for net restructuring
expense (see Note 1 to the Financial Statements) .
(2) Net income in the first quarter of 1987 included the net gain on the sale of the Company s discontinued operations of $215 million or 86 cents per
share and an extraordinary loss from the early extinguishment of debt of 580 million or 32 cents per share . (See Notes 3 and 4 to the Financial Statements) .
(3) The 1986 fourth quarter operations vvere adversely affected by charges related to the early retirement of high-cost debt and a one-time corporate
streamlining program .
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9
Shareholder Information
Corporate Headquarters
RJR Nabisco, Inc .
300 Galleria Parkway
Atlanta, Georgia 30339
Shareholder Inquiries
Communications concerning dividends,
change of address, transfer requirements and
lost certificates should be directed to the company's transfer agent .
Notice of Meeting
The Annual Meeting of the company's shareholders will be held at the Waverly Hotel, 2450
Galleria Parkway, Atlanta, Georgia, at 10 a .m .
on Wednesday, May 4,1988 . Notice of the
Annual Meeting, together with a Proxy Statement and Proxy, will be mailed in March to
shareholders of record as of the close of business March 7,1988 .
Supplemental Information
RJR Nabisco shareholders and other interested
investors may write to request reprints of
financial community presentations, corporate
responsibility information and speeches delivered by senior management . Requests should
be directed to Corporate Public Affairs, RJR
Nabisco, Inc ., 300 Galleria Parkway, Atlanta,
Georgia 30339 . Telephone : 404-852-3078
Security analysts and other investment professionals should direct their inquiries to Huntley
R . Whitacre, Vice President, Investor Relations,
RJR Nabisco, Inc ., 300 Galleria Parkway,
Atlanta, Georgia 30339 .
Telephone : 404-852-4706
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69
RNA
NABISCO
http://legacy.library.ucsf.edu/tid/nbn14d00/pdf