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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
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FOR THE FISCAL YEAR ENDED COMMISSION FILE NUMBER
JULY 30, 2000 1-3822
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[Campbell Soup Co. Logo]
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NEW JERSEY 21-0419870
STATE OF INCORPORATION I.R.S. EMPLOYER IDENTIFICATION NO.
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CAMPBELL PLACE
CAMDEN, NEW JERSEY 08103-1799
PRINCIPAL EXECUTIVE OFFICES
TELEPHONE NUMBER: (856) 342-4800
--------------------------------
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
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TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH REGISTERED
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CAPITAL STOCK, PAR VALUE $.0375 NEW YORK STOCK EXCHANGE
PHILADELPHIA STOCK EXCHANGE
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SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: NONE
INDICATE BY CHECK MARK WHETHER THE REGISTRANT: (1) HAS FILED ALL
REPORTS REQUIRED TO BE FILED BY SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 DURING THE PRECEDING 12 MONTHS (OR FOR SUCH SHORTER PERIOD THAT THE
REGISTRANT WAS REQUIRED TO FILE SUCH REPORTS), AND (2) HAS BEEN SUBJECT TO SUCH
FILING REQUIREMENTS FOR THE PAST 90 DAYS.
YES x NO .
----- -----
INDICATE BY CHECK MARK IF DISCLOSURE OF DELINQUENT FILERS PURSUANT
TO ITEM 405 OF REGULATION S-K IS NOT CONTAINED HEREIN, AND WILL NOT BE
CONTAINED, TO THE BEST OF REGISTRANT'S KNOWLEDGE, IN DEFINITIVE PROXY OR
INFORMATION STATEMENTS INCORPORATED BY REFERENCE IN PART III OF THIS FORM 10-K
OR ANY AMENDMENT TO THIS FORM 10-K. [x]
AS OF SEPTEMBER 19, 2000, THE AGGREGATE MARKET VALUE OF CAPITAL
STOCK HELD BY NON-AFFILIATES OF THE REGISTRANT WAS $5,624,983,996. THERE WERE
420,595,446 SHARES OF CAPITAL STOCK OUTSTANDING AS OF SEPTEMBER 19, 2000.
PORTIONS OF THE ANNUAL REPORT TO SHAREOWNERS FOR THE FISCAL YEAR
ENDED JULY 30, 2000 ARE INCORPORATED BY REFERENCE INTO PARTS I AND II. PORTIONS
OF THE NOTICE OF ANNUAL MEETING AND PROXY STATEMENT DATED OCTOBER 10, 2000, FOR
THE ANNUAL MEETING OF SHAREOWNERS TO BE HELD ON NOVEMBER 17, 2000, ARE
INCORPORATED BY REFERENCE INTO PART III.
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PART I
ITEM 1. BUSINESS
THE COMPANY
Campbell Soup Company ("Campbell" or the "company"), together with its
consolidated subsidiaries, is a global manufacturer and marketer of high
quality, branded convenience food products. Campbell was incorporated as a
business corporation under the laws of New Jersey on November 23, 1922; however,
through predecessor organizations, it traces its heritage in the food business
back to 1869.
The company operates in three business segments: Soup and Sauces, Biscuits and
Confectionery, and Away From Home. The Soup and Sauces segment includes the
worldwide soup businesses, Prego spaghetti sauce, Franco-American pastas and
gravies, Pace Mexican foods, Swanson broths and canned poultry, Homepride sauces
in the United Kingdom and the V8 and V8 Splash beverage business. The Biscuits
and Confectionery segment includes the Pepperidge Farm, Godiva and Arnotts
Limited businesses. The Away From Home segment represents products, including
Campbell's soups, Pace Tabletop picante and Campbell's Specialty Kitchens
entrees, which are distributed to the food service and home meal replacement
markets. See also "Management's Discussion and Analysis of Results of Operations
and Financial Condition" at pages 28 to 33 of the Company's 2000 Annual Report
to Shareowners for the fiscal year ended July 30, 2000 ("2000 Annual Report"),
which is incorporated herein by reference. Additional financial information
about the company's business segments is incorporated by reference from the
section of the Notes to Consolidated Financial Statements entitled "Business and
Geographic Segment Information" from pages 39 to 41 of the 2000 Annual Report.
During 2000, the company divested its MacFarms of Hawaii macadamia nut business.
INGREDIENTS
The ingredients required for the manufacture of the company's food products are
purchased from various suppliers. As a result of the company's portfolio
reconfiguration program, the company sold or spun off certain of its ingredient
and container operations and entered into various supply agreements covering
those purchases. The company does not anticipate any material restrictions on
availability or shortages of ingredients that would have a significant impact on
the company's businesses.
While all such ingredients are available from numerous independent suppliers,
raw materials are subject to fluctuations in price attributable to a number of
factors, including changes in crop size, cattle cycles, government-sponsored
agricultural programs and weather conditions during the growing and harvesting
seasons. Ingredient inventories are at a peak during the late fall and decline
during the winter and spring. Since many ingredients of suitable quality are
available in sufficient quantities only at certain seasons, the company makes
commitments for the purchase of such ingredients during their respective
seasons.
CUSTOMERS
In the United States, sales solicitation activities are conducted by the
company's own sales force and through broker and distributor arrangements. The
company's products are generally resold to consumers in retail stores,
restaurants and other food service establishments. No material part of the
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business is dependent upon a single customer. Shipments are made promptly by the
company after receipt and acceptance of orders.
TRADEMARKS AND TECHNOLOGY
Trademarks are considered to be of material importance to the company's
business. Principal trademarks include "Campbell's", "Erasco", "Liebig",
"Pepperidge Farm", "V8", "V8 Splash", "Pace", "Prego", "Swanson",
"Franco-American", "Homepride", "Arnott's" and "Godiva". These trademarks are of
significant importance to the company and its subsidiaries within their markets.
The company's rights in these trademarks endure for as long as they are used or
registered.
Although the company owns a number of valuable patents, it does not regard any
segment of its business as being dependent upon any single patent or any group
of related patents.
COMPETITION
The company experiences vigorous competition for sales of its principal products
in its major markets, both within the United States and abroad, from numerous
competitors of varying sizes. The principal areas of competition are quality,
price, advertising, promotion and service.
WORKING CAPITAL
For information relating to the company's cash and other working capital items,
see pages 28 through 33 of the company's 2000 Annual Report in the section
entitled "Management's Discussion and Analysis of Results of Operations and
Financial Condition", which are incorporated herein by reference.
RESEARCH AND DEVELOPMENT
During the last three fiscal years, the company's expenditures on research
activities relating to new products and the improvement of existing products
were approximately $64 million in 2000, $66 million in 1999 and $71 million in
1998.
EMPLOYEES
At July 30, 2000, there were approximately 22,000 persons employed by the
company.
FOREIGN OPERATIONS
For information with respect to the revenue, operating profitability and
identifiable assets attributable to the company's foreign operations, see pages
39 to 41 of the 2000 Annual Report in the section of the Notes to Consolidated
Financial Statements entitled "Business and Geographic Segment Information",
which is incorporated herein by reference.
FINANCIAL INFORMATION
For information with respect to revenue, operating profitability and
identifiable assets attributable to the company's business segments, see pages
39 to 41 of the 2000 Annual Report in the section of the Notes to Consolidated
Financial Statements entitled "Business and Geographic Segment Information",
which is incorporated herein by reference.
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RECENT DEVELOPMENTS
The information presented on pages 32 to 33 of the 2000 Annual Report in the
section entitled "Management's Discussion and Analysis of Results of Operations
and Financial Condition" is incorporated herein by reference.
FORWARD-LOOKING STATEMENTS
From time to time, the company makes oral and written statements which reflect
the company's current expectations regarding future results of operations,
economic performance, financial condition and achievements of the company. The
company tries, wherever possible, to identify these forward looking statements
by using words such as "anticipate", "believe", "estimate", "expect" and similar
expressions. These statements reflect the company's current plans and
expectations and are based on information currently available to it. They rely
on a number of assumptions and estimates which could be inaccurate and which are
subject to risks and uncertainties.
Campbell wishes to caution the reader that the following important factors and
those important factors described in other Securities and Exchange Commission
filings of the company, or in the company's 2000 Annual Report, could affect the
company's actual results and could cause such results to vary materially from
those expressed in any forward-looking statements made by, or on behalf of, the
company:
- the impact of strong competitive response to the company's efforts
to leverage its brand power with product innovation, promotional
programs and new advertising;
- the inherent risks in the marketplace associated with new product
introductions, including uncertainties about trade and consumer
acceptance;
- the company's ability to achieve sales and earnings forecasts,
which are based on assumptions about sales volume and product mix;
- the availability of new acquisition and alliance opportunities
that build shareowner wealth;
- the company's ability to achieve its cost savings objectives,
including the projected outcome of supply chain management
programs;
- the difficulty of predicting the pattern of inventory movements by
the company's trade customers; and
- the impact of unforeseen economic and political changes in
international markets where the company competes such as currency
exchange rates, inflation rates, recession, foreign ownership
restrictions and other external factors over which the company has
no control.
This discussion of uncertainties is by no means exhaustive but is designed to
highlight important factors that may impact the company's outlook.
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ITEM 2. PROPERTIES
The company's principal executive offices and main research facilities are
company-owned and located in Camden, New Jersey. The following table sets forth
the company's principal manufacturing facilities:
PRINCIPAL MANUFACTURING FACILITIES
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INSIDE THE U.S. OUTSIDE THE U.S.
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CALIFORNIA OHIO AUSTRALIA GERMANY
- Dixon - Napoleon - Burwood - Lubeck
- Sacramento - Wauseon - Huntingwood - Gerwisch
- Stockton - Willard - Marleston INDONESIA
CONNECTICUT PENNSYLVANIA - Shepparton - Jawa Barat
- Norwalk - Denver - Virginia MALAYSIA
FLORIDA - Downingtown BELGIUM - Selangor Darul Ehsan
- Lakeland - Reading - Puurs MEXICO
ILLINOIS SOUTH CAROLINA CANADA - Villagran
- Downers Grove - Aiken - Listowel - Guasave
MICHIGAN TEXAS - Toronto PAPUA NEW GUINEA
- Marshall - Paris UNITED KINGDOM - Gordons
NEW JERSEY UTAH - King's Lynn - Malahang Lae
- South Plainfield - Richmond FRANCE
NORTH CAROLINA WASHINGTON - LePontet
- Maxton - Woodinville
WISCONSIN
- Milwaukee
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The company also operates retail confectionery shops in the United States,
Canada, Europe and Japan; retail bakery thrift stores in the United States; and
other plants, facilities and offices at various locations in the United States
and abroad.
Management believes that the company's manufacturing and processing plants are
well maintained and are generally adequate to support the current operations of
the businesses.
ITEM 3. LEGAL PROCEEDINGS
In management's opinion, there are no pending claims or litigation, the outcome
of which would have a material effect on the consolidated results of operations,
financial position or cash flows of the company.
As previously reported, ten purported class action lawsuits were commenced
against Campbell Soup Company and certain of its officers in the United States
District Court for the District of New Jersey. The lawsuits were subsequently
consolidated, and an amended consolidated complaint was filed alleging, among
other things, that Campbell and certain of its officers misrepresented the
company's
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financial condition between September 8, 1997 and January 8, 1999, by failing to
disclose alleged shipping and revenue recognition practices in connection with
the sale of certain company products at the end of the company's fiscal quarters
in violation of Section 10 (b) and 20 (a) of the Securities Exchange Act of
1934, as amended, and Rule 10b-5 promulgated thereunder. The actions seek
compensation and other damages, and costs and expenses associated with the
litigation. Campbell believes the action is without merit and intends to defend
the case vigorously.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
EXECUTIVE OFFICERS OF THE COMPANY
The following list of executive officers as of October 1, 2000, is included as
an item in Part I of this Form 10-K:
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DATE FIRST
NAME PRESENT TITLE AGE ELECTED OFFICER
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David W. Johnson President and Chief Executive Officer 68 2000
Basil L. Anderson Executive Vice President and Chief Financial Officer 55 1996
Ellen Oran Kaden Senior Vice President - Law and 49 1998
Government Affairs
F. Martin Thrasher Senior Vice President 49 1992
President - Campbell North America
David L. Albright Vice President 53 1992
President - Pepperidge Farm
Jerry S. Buckley Vice President - Public Affairs 45 1997
Andrew K. Hughson Vice President 45 1997
President - U.S. Soup and Sauces
Gerald S. Lord Vice President - Controller 54 1993
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R. David C. Macnair Vice President - Global Research and Development 46 1998
Craig W. Rydin Vice President 48 1997
President - Away From Home
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Each of the above-named officers has been employed by the company in an
executive or managerial capacity for at least five years, except David W.
Johnson, Basil L. Anderson, Ellen Oran Kaden and Andrew K. Hughson. David W.
Johnson previously served as Chairman (1993-1999) and Chief Executive Officer
(1990-1997) of Campbell Soup Company. Basil L. Anderson served as Chief
Financial Officer (1992-1996) of Scott Paper Company prior to joining Campbell
in 1996. Ellen Oran Kaden served as Executive Vice President, General Counsel
and Secretary (1994-1998) and Senior Vice President, General Counsel and
Secretary (1993-1994) of CBS Inc. prior to joining Campbell in 1998. Andrew K.
Hughson served as General Manager, Kellogg France, Belgium and the Netherlands
(1994-1996) and Assistant to the Chairman, Kellogg Company, Global Marketing
(1993-1994) prior to joining Campbell in 1996.
There is no family relationship among any of the company's executive officers or
between any such officer and any director of Campbell. Executive officers of
Campbell are elected at the November 2000 meeting of the Board of Directors.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED SHAREOWNER MATTERS
Campbell's capital stock is listed and principally traded on the New York Stock
Exchange. Campbell's capital stock is also listed and traded on the Philadelphia
Stock Exchange, The International Stock Exchange of the United Kingdom and the
Republic of Ireland Limited and the Swiss Exchange. On September 19, 2000, there
were 36,672 holders of record of Campbell's capital stock. The market price and
dividend information with respect to Campbell's capital stock are set forth on
page 47 of the 2000 Annual Report in the section of the Notes to Consolidated
Financial Statements entitled "Quarterly Data (unaudited)" which is incorporated
herein by reference. Future dividends will be dependent upon future earnings,
financial requirements and other factors.
ITEM 6. SELECTED FINANCIAL DATA
The information called for by this Item is set forth on page 49 of the 2000
Annual Report in the section entitled "Seven-Year Review - Consolidated" which
is incorporated herein by reference. Such information should be read in
conjunction with the Consolidated Financial Statements and Notes thereto of the
company included in Item 8 of this Report.
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ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
FINANCIAL CONDITION
The information presented on pages 28 through 33 of the 2000 Annual Report in
the section entitled "Management's Discussion and Analysis of Results of
Operations and Financial Condition" is incorporated herein by reference.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The information presented on pages 31 and 32 of the 2000 Annual Report in the
section entitled "Management's Discussion and Analysis of Results of Operations
and Financial Condition" is incorporated herein by reference.
ITEM 8. FINANCIAL STATEMENTS
The information presented on pages 34 through 48 of the 2000 Annual Report is
incorporated herein by reference. With the exception of the aforementioned
information and the information incorporated by reference in Items 1, 5, 6, 7,
and 7A, the 2000 Annual Report is not deemed to be filed as part of this Form
10-K.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The sections entitled "Election of Directors" and "Directors and Executive
Officers Stock Ownership Reports" set forth on pages 1 through 4 and page 30 of
Campbell's Notice of Annual Meeting and Proxy Statement dated October 10, 2000
(the "2000 Proxy Statement") are incorporated herein by reference.
The information required by this Item relating to the executive officers of
Campbell is set forth in Part I of this Report on pages 6 and 7 under the
heading "Executive Officers of the Company."
ITEM 11. EXECUTIVE COMPENSATION
The information set forth on pages 14 through 24 of the 2000 Proxy Statement in
the section entitled "Compensation of Executive Officers" is incorporated herein
by reference.
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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information required by this Item is set forth at pages 5 through 7 of the
2000 Proxy Statement in the sections entitled "Security Ownership of Directors
and Executive Officers" and "Security Ownership of Certain Beneficial Owners"
and is incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
None.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) The following documents are filed as part of this report:
1. FINANCIAL STATEMENTS
- Consolidated Statements of Earnings for 2000, 1999 and 1998
- Consolidated Balance Sheets as of July 30, 2000 and August 1, 1999
- Consolidated Statements of Cash Flows for 2000, 1999 and 1998
- Consolidated Statements of Shareowners' Equity for 2000, 1999 and
1998
- Notes to Consolidated Financial Statements
- Report of Independent Accountants
- The foregoing Financial Statements are incorporated into Part II,
Item 8 of this Report by reference to pages 34 through 48 of the
2000 Annual Report.
2. FINANCIAL STATEMENT SCHEDULES
None.
3. EXHIBITS
3 (i) Campbell's Restated Certificate of Incorporation as amended
through February 24, 1997, was filed with the Securities and
Exchange Commission ("SEC") with Campbell's Form 10-Q for
the quarterly period ended January 26, 1997, and is
incorporated herein by reference.
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3 (ii) Campbell's By-Laws, effective as of March 23, 2000, were
filed with the SEC with Campbell's Form 10-Q for the
quarterly period ended April 30, 2000, and are incorporated
herein by reference.
4 There is no instrument with respect to long-term debt of the
company that involves indebtedness or securities authorized
thereunder exceeding 10 percent of the total assets of the
company and its subsidiaries on a consolidated basis. The
company agrees to file a copy of any instrument or agreement
defining the rights of holders of long-term debt of the
company upon request of the SEC.
9 Major Stockholders' Voting Trust Agreement dated June 2,
1990, as amended, was filed with the SEC by the Trustees of
the Major Stockholders' Voting Trust as Exhibit A to
Schedule 13D dated June 5, 1990, and is incorporated herein
by reference.
10(a) Campbell Soup Company 1984 Long-Term Incentive Plan, as
amended on March 30, 1998, was filed with the SEC with
Campbell's Form 10-K for the fiscal year ended August 2,
1998, and is incorporated herein by reference.
10(b) Campbell Soup Company 1994 Long-Term Incentive Plan as
amended on November 18, 1999, was filed with the SEC with
Campbell's 1999 Proxy Statement and is incorporated herein
by reference.
10(c) Campbell Soup Company Management Worldwide Incentive Plan,
as amended on November 18, 1999, was filed with the SEC with
Campbell's 1999 Proxy Statement and is incorporated herein
by reference.
10(d) Mid-Career Hire Pension Program, as amended on February 22,
1996, was filed with the SEC with Campbell's Form 10-K for
the fiscal year ended July 28, 1996, and is incorporated
herein by reference.
10(e) Deferred Compensation Plan, effective November 18, 1999.
10(f) Severance Protection Agreement dated April 1, 1998, with
Ellen Oran Kaden, Senior Vice President - Law and Government
Affairs, was filed with the SEC with Campbell's Form 10-K
for the fiscal year ended August 2, 1998, and is
incorporated herein by reference. Agreements with seven (7)
other executive officers are in all material respects the
same as that with Ms. Kaden.
10(g) Agreement between the company and David W. Johnson dated May
23, 2000, was filed with the SEC with Campbell's Form 10-Q
for the quarterly period ended April 30, 2000, and is
incorporated herein by reference.
10(h) Supplemental pension arrangement for David W. Johnson,
Chairman, President and Chief Executive Officer, was filed
with the SEC in Campbell's 1996 Proxy
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Statement, on page 18 under the heading "Pension Plans", and
is incorporated herein by reference.
10(i) Agreement between the company and Dale F. Morrison dated
April 20, 2000, was filed with the SEC with Campbell's Form
10-Q for the quarterly period ended April 30, 2000, and is
incorporated herein by reference.
13 Pages 28 through 49 of Campbell's 2000 Annual Report to
Shareowners for the fiscal year ended July 30, 2000.
21 Subsidiaries (Direct and Indirect) of the company.
23 Consent of Independent Accountants.
24(a) Power of Attorney.
24(b) Certified copy of the resolution of Campbell's Board of
Directors authorizing signatures pursuant to a power of
attorney.
27 Financial Data Schedule (not considered to be filed).
(b) Reports on Form 8-K
The company filed a report on Form 8-K on September 13, 2000 with
information pursuant to Item 5 (Other Events) pertaining to an
announcement of the company's results for fiscal 2000 and comments on
analysts' expectations for the first quarter of fiscal 2001 and the
outlook for earnings per share for the full year. The report also
indicated under Item 7 that a copy of the related press release was
attached as an exhibit to the report.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, Campbell has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
Date: October 18, 2000
CAMPBELL SOUP COMPANY
By: /s/ Basil L. Anderson
---------------------
Basil L. Anderson
Executive Vice President
and Chief Financial Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of Campbell and in the
capacity and on the date indicated.
Date: October 18, 2000
/s/ Basil L. Anderson /s/ Gerald S. Lord
--------------------- ------------------
Basil L. Anderson Gerald S. Lord
Executive Vice President Vice President - Controller
and Chief Financial Officer
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Philip E. Lippincott Chairman and Director }
David W. Johnson President, Chief Executive }
Officer and Director
Alva A. App Director }
Edmund M. Carpenter Director }
Bennett Dorrance Director }
Thomas W. Field, Jr. Director }
Kent B. Foster Director }
Harvey Golub Director }
David K. P. Li Director } By: /s/ Ellen Oran Kaden
--------------------
Mary Alice D. Malone Director } Ellen Oran Kaden
Charles H. Mott Director } Senior Vice President -
Charles R. Perrin Director } Law and Government Affairs
George M. Sherman Director }
Donald M. Stewart Director }
George Strawbridge, Jr. Director }
Charlotte C. Weber Director }
</TABLE>
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INDEX OF EXHIBITS
Document
3(i) Campbell's Restated Certificate of Incorporation as amended through
February 24, 1997 was filed with the Securities and Exchange
Commission ("SEC") with Campbell's Form 10-Q for the quarterly period
ended January 26, 1997, and is incorporated herein by reference.
3(ii) Campbell's By-Laws, effective as of March 23, 2000, were filed with
the SEC with Campbell's Form 10-Q for the quarterly period ended April
30, 2000, and are incorporated herein by reference.
4 There is no instrument with respect to long-term debt of the company
that involves indebtedness or securities authorized thereunder
exceeding 10 percent of the total assets of the company and its
subsidiaries on a consolidated basis. The company agrees to file a
copy of any instrument or agreement defining the rights of holders of
long-term debt of the company upon request of the SEC.
9 Major Stockholders' Voting Trust Agreement dated June 2, 1990, as
amended, was filed with the SEC by the Trustees of the Major
Stockholders' Voting Trust as Exhibit A to Schedule 13D dated June 5,
1990, and is incorporated herein by reference.
10(a) Campbell Soup Company 1984 Long-Term Incentive Plan, as amended on
March 30, 1998, was filed with the SEC with Campbell's Form 10-K for
the fiscal year ended August 2, 1998, and is incorporated herein by
reference.
10(b) Campbell Soup Company 1994 Long-Term Incentive Plan as amended on
November 18, 1999, was filed with the SEC with Campbell's 1999 Proxy
Statement and is incorporated herein by reference.
10(c) Campbell Soup Company Management Worldwide Incentive Plan, as amended
on November 18, 1999, was filed with the SEC with Campbell's 1999
Proxy Statement and is incorporated herein by reference.
10(d) Mid-Career Hire Pension Program, as amended on February 22, 1996, was
filed with the SEC with Campbell's Form 10-K for the fiscal year ended
July 28, 1996, and is incorporated herein by reference.
10(e) Deferred Compensation Plan, effective November 18, 1999.
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10(f) Severance Protection Agreement dated April 1, 1998, with Ellen Oran
Kaden, Senior Vice President - Law and Government Affairs, was filed
with the SEC with Campbell's Form 10-K for the fiscal year ended
August 2, 1998, and is incorporated herein by reference. Agreements
with seven (7) other executive officers are in all material respects
the same as that with Ms. Kaden.
10(g) Agreement between the company and David W. Johnson dated May 23, 2000,
was filed with the SEC with Campbell's Form 10-Q for the quarterly
period ended April 30, 2000, and is incorporated herein by reference.
10(h) Supplemental pension arrangement for David W. Johnson, Chairman,
President and Chief Executive Officer, was filed with the SEC in
Campbell's 1996 Proxy Statement, on page 18 under the heading "Pension
Plans", and is incorporated herein by reference.
10(i) Agreement between the company and Dale F. Morrison dated April 20,
2000, was filed with the SEC with Campbell's Form 10-Q for the
quarterly period ended April 30, 2000, and is incorporated herein by
reference.
13 Pages 28 through 49 of Campbell's 2000 Annual Report to Shareowners
for the fiscal year ended July 30, 2000.
21 Subsidiaries (Direct and Indirect) of Campbell.
23 Consent of Independent Accountants.
24(a) Power of Attorney.
24(b) Certified copy of the resolution of Campbell's Board of Directors
authorizing signatures pursuant to a power of attorney.
27 Financial Data Schedule (not considered to be filed).
14
