Item 1. Business
(a) General Development of Business Annual Report to Shareholders, pages 55, 72
(b) Financial Information About Industry Segments Annual Report to Shareholders, pages 50-52
(c) Narrative Description of Business Annual Report to Shareholders, pages 37-39,42-43,61,64,66-67
(d) Financial Information About Foreign and Domestic Operations and Export Sales Annual Report to Shareholders, pages 50-52
(e) Executive Officers of Registrant Annual Report to Shareholders, pages 70-71
Item 2.
Item 2. Properties Annual Report to Shareholders, page 66
Item 3.
Item 3. Legal Proceedings Annual Report to Shareholders, page 64, Exhibit 99 to this Form 10-K
Item 4.
Item 4. Submission of Matters to a Vote of Security-Holders (Not Applicable)
PART II.
Item 5.
Item 5. Market for the Registrant's Common Equity and Related Stockholder Matters Annual Report to Shareholders, pages 42-43, 65, 72-73
Item 6.
Item 6. Selected Financial Data Annual Report to Shareholders, pages 40-43
Item 7.
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations Annual Report to Shareholders, pages 37-39
Item 8.
Item 8. Financial Statements and Supplementary Data Annual Report to Shareholders, pages 44-65;
Item 9.
Item 9. Disagreements with Accountants on Accounting and Financial Disclosure (Not Applicable)
PART III.
Item 10.
Item 10. Directors and Executive Officers of the Registrant Notice of Annual Meeting and Proxy Statement, pages 6-9; Annual Report to Shareholders, pages 70-71
Item 11.
Item 11. Executive Compensation Notice of Annual Meeting and Proxy Statement, pages 13-21
Item 12.
Item 12. Security Ownership of Certain Beneficial Owners and Management Notice of Annual Meeting and Proxy Statement, page 12
Item 13.
Item 13. Certain Relationships and Related Transactions (Not Applicable)
PART IV.
Item 14.
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
(a)(1) Financial Statements Consolidated financial statements of The Quaker Oats Company and its subsidiaries are incorporated under Item 8 of this Form 10-K.
(a)(2)& (d) Financial Statement Schedules All required financial statement schedules are included in the consolidated financial statements or notes thereto as incorporated under Item 8 of this Form 10-K.
(a)(3)& (c) Exhibits
3(a) Restated Certificate of Incorporation (as of January 13, 1993) (incorporated by reference to the Company's Form 10-Q for the quarter ended December 31, 1992, file number 1-12)
3(b) Bylaws of The Quaker Oats Company (as amended January 9, 1985) (incorporated by reference to the Company's Form 10-K for the fiscal year ended June 30, 1985, file number 1-12)
4 Registrant undertakes to furnish to the Commission, upon request, a copy of any instrument defining the rights of holders of long-term debt of the Registrant and all of its subsidiaries for which consolidated or unconsolidated financial statements are required to be filed.
10(a)(1) 1984 Long-Term Incentive Plan (incorporated by reference to Exhibit B of the Company's 1983 Proxy Statement, file number 1-12)
10(a)(2) First Amendment to 1984 Long-Term Incentive Plan (incorporated by reference to the Company's Form 10-K for the fiscal year ended June 30, 1992, file number 1-12)
10(b)(1) Deferred Compensation Plan for Directors of The Quaker Oats Company as restated effective January 1, 1989 (incorporated by reference to the Company's Form 10-K for the fiscal year ended June 30, 1989, file number 1-12)
10(b)(2) First Amendment to the Deferred Compensation Plan for Directors of The Quaker Oats Company (incorporated by reference to the Company's Form 10-K for the fiscal year ended June 30, 1992, file number 1-12)
10(c) Deferred Compensation Plan for Executives of The Quaker Oats Company as restated effective January 1, 1989 (incorporated by reference to the Company's Form 10-K for the fiscal year ended June 30, 1989, file number 1-12)
10(d) Management Incentive Bonus Plan of The Quaker Oats Company (as amended September 8, 1993)
10(e)(1) Directors' Stock Retirement Plan (incorporated by reference to the Company's Form 10-K for the fiscal year ended June 30, 1985, file number 1-12)
10(e)(2) First Amendment to Directors' Stock Retirement Plan (incorporated by reference to the Company's Form 10-K for the fiscal year ended June 30, 1992, file number 1-12)
10(f)(1) Termination Benefits Agreement with William D. Smithburg, first effective in the fiscal year ended June 30, 1993 (incorporated by reference to the Company's Form 10-K for the fiscal year ended June 30, 1993, file number 1-12)
10(f)(2) Termination Benefits Agreement with Philip A. Marineau, first effective in the fiscal year ended June 30, 1993 (incorporated by reference to the Company's Form 10-K for the fiscal year ended June 30, 1993, file number 1-12)
10(f)(3) Termination Benefits Agreements with certain Executive Officers, first effective in the fiscal year ended June 30, 1993 (incorporated by reference to the Company's Form 10-K for the fiscal year ended June 30, 1993, file number 1-12)
10(f)(4) Termination Benefit Agreements with certain Executive Officers, first effective in the fiscal year ended June 30, 1994 or first effective by filing date
10(g)(1) The Quaker Supplemental Executive Retirement Program (incorporated by reference to the Company's Form 10-K for the fiscal year ended June 30, 1989, file number 1-12)
10(g)(2) First Amendment to The Quaker Supplemental Executive Retirement Program (incorporated by reference to the Company's Form 10-K for the fiscal year ended June 30, 1992, file number 1-12)
10(g)(3) Second Amendment to The Quaker Supplemental Executive Retirement Program (incorporated by reference to the Company's Form 10-K for the fiscal year ended June 30, 1992, file number 1-12)
10(g)(4) Third Amendment to The Quaker Supplemental Executive Retirement Program (incorporated by reference to the Company's Form 10-K for the fiscal year ended June 30, 1992, file number 1-12)
10(g)(5) Fourth Amendment to The Quaker Supplemental Executive Retirement Program (incorporated by reference to the Company's Form 10-K for the fiscal year ended June 30, 1992, file number 1-12)
10(g)(6) Fifth Amendment to The Quaker Supplemental Executive Retirement Program (incorporated by reference to the Company's Form 10-K for the fiscal year ended June 30, 1993, file number 1-12)
10(g)(7) Sixth Amendment to The Quaker Supplemental Executive Retirement Program (incorporated by reference to the Company's Form 10-K for the fiscal year ended June 30, 1993, file number 1-12)
10(h)(1) The Quaker Oats Company Benefits Protection Trust (incorporated by reference to the Company's Form 10-K for the fiscal year ended June 30, 1989, file number 1-12)
10(h)(2) First Amendment to The Quaker Oats Company Benefits Protection Trust (incorporated by reference to the Company's Form 10-K for the fiscal year ended June 30, 1992, file number 1-12)
10(h)(3) Second Amendment to The Quaker Oats Company Benefits Protection Trust (incorporated by reference to the Company's Form 10-K for the fiscal year ended June 30, 1992, file number 1-12)
10(i) The Quaker Eligible Earnings Adjustment Plan (incorporated by reference to the Company's Form 10-K for the fiscal year ended June 30, 1992, file number 1-12)
10(j) The Quaker Officers Severance Program, effective March 10, 1993 (incorporated by reference to the Company's Form 10-K for the fiscal year ended June 30, 1993, file number 1-12)
10(k)(1) The Quaker Long Term Incentive Plan of 1990 (incorporated by reference to the Company's Form 10-K for the fiscal year ended June 30, 1990, file number 1-12)
10(k)(2) First Amendment to The Quaker Long Term Incentive Plan of 1990 (incorporated by reference to the Company's Form 10-K for the fiscal year ended June 30, 1992, file number 1-12)
10(k)(3) Second Amendment to The Quaker Long Term Incentive Plan of 1990 (incorporated by reference to the Company's Form 10-K for the fiscal year ended June 30, 1993, file number 1-12)
10(k)(4) Third Amendment to The Quaker Long Term Incentive Plan of 1990
10(l) The Quaker 415 Excess Benefit Plan (incorporated by reference to the Company's Form 10-K for the fiscal year ended June 30, 1990, file number 1-12)
10(m) Quaker Salaried Employees Compensation and Benefits Protection Plan (incorporated by reference to the Company's Form 10-K for the fiscal year ended June 30, 1990, file number 1-12)
11 Statement re Computation of Per Share Earnings
12 Statement re Computation of Ratios
13 Annual Report to Shareholders of The Quaker Oats Company for the fiscal year ended June 30, 1994
21 List of Subsidiaries of the Registrant
23 Consent of Auditors
99 Additional Exhibits - Events (Unaudited) Subsequent to Date of Auditors' Report
(b) Reports on Form 8-K
On May 17, 1994, the Company filed an 8-K announcing reengineering measures and related fourth-quarter charges.
SIGNATURES Pursuant to the requirements of Sections 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.
THE QUAKER OATS COMPANY
By /s/ WILLIAM D. SMITHBURG William D. Smithburg, Chairman and Chief Executive Officer
Date: September 14, 1994
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below on the 14th day of September 1994, by the following persons on behalf of the Registrant and in the capacities indicated.
Signature Title
/s/ WILLIAM D. SMITHBURG William D. Smithburg Chairman and Chief Executive Officer and Director
/s/ TERRY G. WESTBROOK Terry G. Westbrook Senior Vice President and Chief Financial Officer
/s/ THOMAS L. GETTINGS Thomas L. Gettings Vice President and Corporate Controller
/s/ FRANK C. CARLUCCI Frank C. Carlucci Director
/s/ SILAS S. CATHCART Silas S. Cathcart Director
/s/ KENNETH I. CHENAULT Kenneth I. Chenault Director
/s/ JUDY C. LEWENT Judy C. Lewent Director
/s/ VERNON R. LOUCKS, JR. Vernon R. Loucks, Jr. Director
/s/ THOMAS C. MacAVOY Thomas C. MacAvoy Director
/s/ PHILIP A. MARINEAU Philip A. Marineau Director
/s/ LUTHER C. McKINNEY Luther C. McKinney Director
/s/ GERTRUDE G. MICHELSON Gertrude G. Michelson Director
/s/ WALTER J. SALMON Walter J. Salmon Director
/s/ WILLIAM L. WEISS William L. Weiss Director
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION PAPER (P),ELECTRONIC (E) OR INCORPORATED BY REFERENCE (IBRF)
3(a) Restated Certificate of Incorporation IBRF (as of January 13, 1993) (incorporated by reference to the Company's Form 10-Q for the quarter ended December 31, 1992, file number 1-12)
3(b) Bylaws of The Quaker Oats Company (as IBRF amended January 9, 1985) (incorporated by reference to the Company's Form 10-K for the fiscal year ended June 30, 1985, file number 1-12)
4 Registrant undertakes to furnish to the Commission, IBRF upon request, a copy of any instrument defining the rights of holders of long-term debt of the Registrant and all of its subsidiaries for which consolidated or unconsolidated financial statements are required to be filed.
10(a)(1) 1984 Long-Term Incentive Plan (incorporated by IBRF reference to Exhibit B of the Company's 1983 Proxy Statement, file number 1-12)
10(a)(2) First Amendment to 1984 Long-Term Incentive Plan IBRF (incorporated by reference to the Company's Form 10-K for the fiscal year ended June 30, 1992, file number 1-12)
10(b)(1) Deferred Compensation Plan for Directors of The IBRF Quaker Oats Company as restated effective January 1, 1989 (incorporated by reference to the Company's Form 10-K for the fiscal year ended June 30, 1989, file number 1-12)
10(b)(2) First Amendment to the Deferred Compensation Plan IBRF for Directors of The Quaker Oats Company (incorporated by reference to the Company's Form 10-K for the fiscal year ended June 30, 1992, file number 1-12)
10(c) Deferred Compensation Plan for Executives of The IBRF Quaker Oats Company as restated effective January 1, 1989 (incorporated by reference to the Company's Form 10-K for the fiscal year ended June 30, 1989, file number 1-12)
10(d) Management Incentive Bonus Plan of The Quaker Oats E Company (as amended September 8, 1993)
10(e)(1) Directors' Stock Retirement Plan (incorporated by IBRF reference to the Company's Form 10-K for the fiscal year ended June 30, 1985, file number 1-12)
10(e)(2) First Amendment to Directors' Stock Retirement Plan IBRF (incorporated by reference to the Company's Form 10-K for the fiscal year ended June 30, 1992, file number 1-12)
10(f)(1) Termination Benefits Agreement with William D. IBRF Smithburg, first effective in the fiscal year ended June 30, 1993 (incorporated by reference to the Company's Form 10-K for the fiscal year ended June 30, 1993, file number 1-12)
10(f)(2) Termination Benefits Agreement with Philip A. Marineau, IBRF first effective in the fiscal year ended June 30, 1993 (incorporated by reference to the Company's Form 10-K for the fiscal year ended June 30, 1993, file number 1-12)
10(f)(3) Termination Benefits Agreements with certain Executive IBRF Officers, first effective in fiscal year ended June 30, 1993(incorporated by reference to the Company's Form 10-K for the fiscal year ended June 30, 1993, file number 1-12)
10(f) (4) Termination Benefit Agreements with certain Executive E Officers, first effective in the fiscal year ended June 30, 1994 or first effective by filing date
10(g)(1) The Quaker Supplemental Executive Retirement Program IBRF (incorporated by reference to the Company's Form 10-K for the fiscal year ended June 30, 1989, file number 1-12)
10(g)(2) First Amendment to The Quaker Supplemental Executive IBRF Retirement Program (incorporated by reference to the Company's Form 10-K for the fiscal year ended June 30, 1992, file number 1-12)
10(g)(3) Second Amendment to The Quaker Supplemental IBRF Executive Retirement Program (incorporated by reference to the Company's Form 10-K for the fiscal year ended June 30, 1992, file number 1-12)
10(g)(4) Third Amendment to The Quaker Supplemental IBRF Executive Retirement Program (incorporated by reference to the Company's Form 10-K for the fiscal year ended June 30, 1992, file number 1-12)
10(g)(5) Fourth Amendment to The Quaker Supplemental IBRF Executive Retirement Program (incorporated by reference to the Company's Form 10-K for the fiscal year ended June 30, 1992, file number 1-12)
10(g)(6) Fifth Amendment to The Quaker Supplemental IBRF Executive Retirement Program (incorporated by reference to the Company's Form 10-K for the fiscal year ended June 30, 1993, file number 1-12)
10(g)(7) Sixth Amendment to The Quaker Supplemental IBRF Executive Retirement Program (incorporated by reference to the Company's Form 10-K for the fiscal year ended June 30, 1993, file number 1-12)
10(h)(1) The Quaker Oats Company Benefits Protection IBRF Trust (incorporated by reference to the Company's Form 10-K for the fiscal year ended June 30, 1989, file number 1-12)
10(h)(2) First Amendment to The Quaker Oats Company IBRF Benefits Protection Trust (incorporated by reference to the Company's Form 10-K for the fiscal year ended June 30, 1992, file number 1-12)
10(h)(3) Second Amendment to The Quaker Oats Company IBRF Benefits Protection Trust (incorporated by reference to the Company's Form 10-K for the fiscal year ended June 30, 1992, file number 1-12)
10(i) The Quaker Eligible Earnings Adjustment Plan IBRF (incorporated by reference to the Company's Form 10-K for the fiscal year ended June 30, 1992, file number 1-12)
10(j) The Quaker Officers Severance Program, effective IBRF March 10, 1993 (incorporated by reference to the Company's Form 10-K for the fiscal year ended June 30, 1993, file number 1-12)
10(k)(1) The Quaker Long Term Incentive Plan of 1990 IBRF (incorporated by reference to the Company's Form 10-K for the fiscal year ended June 30, 1990, file number 1-12)
10(k)(2) First Amendment to The Quaker Long Term Incentive IBRF Plan of 1990 (incorporated by reference to the Company's Form 10-K for the fiscal year ended June 30, 1992, file number 1-12)
10(k)(3) Second Amendment to The Quaker Long Term IBRF Incentive Plan of 1990 (incorporated by reference to the Company's Form 10-K for the fiscal year ended June 30, 1993, file number 1-12)
10(k)(4) Third Amendment to The Quaker Long Term Incentive E Plan of 1990
10(l) The Quaker 415 Excess Benefit Plan (incorporated by IBRF reference to the Company's Form 10-K for the fiscal year ended June 30, 1990, file number 1-12)
10(m) Quaker Salaried Employees Compensation and IBRF Benefits Protection Plan (incorporated by reference to the Company's Form 10-K for the fiscal year ended June 30, 1990, file number 1-12)
11 Statement re Computation of Per Share Earnings E
12 Statement re Computation of Ratios E
13 Annual Report to Shareholders of The Quaker Oats E Company for the fiscal year ended June 30, 1994
21 List of Subsidiaries of the Registrant E
23 Consent of Auditors E
99 Additional Exhibits- Events (Unaudited) Subsequent E to Date of Auditors' Report
(b) 8-K filed May 17, 1994 IBRF