10-K405

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K
___________________________________________

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

For the Fiscal Year Ended
July 29, 2001 Commission File Number
1-3822

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

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

Telephone Number: (856) 342-4800
___________________________________________

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Name of Each Exchange on Which Registered
Capital Stock, par value $.0375	New York Stock Exchange Philadelphia Stock Exchange

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     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. []

         As of September 18, 2001, the aggregate market value of capital stock held by non-affiliates of the Registrant was $6,533,913,364. There were 409,520,604 shares of capital stock outstanding as of September 18, 2001.

         Portions of the Annual Report to Shareowners for the fiscal year ended July 29, 2001 are incorporated by reference into Parts I and II. Portions of the Notice of Annual Meeting and Proxy Statement dated October 10, 2001, for the Annual Meeting of Shareowners to be held on November 16, 2001, are incorporated by reference into Part III.

TABLE OF CONTENTS

PART I
	Item 1. Business
	Item 2. Properties
	Item 3. Legal Proceedings
	Item 4. Submission Of Matters To A Vote Of Security Holders
PART II
	Item 5. Market For Registrant’s Common Stock And Related Shareowner Matters
	Item 6. Selected Financial Data
	Item 7. Management’s Discussion And Analysis Of Results Of Operations And Financial Condition
	Item 7A. Quantitative And Qualitative Disclosures About Market Risk
	Item 8. Financial Statements
	Item 9. Changes In And Disagreements With Accountants On Accounting And Financial Disclosure
PART III
	Item 10. Directors And Executive Officers Of The Registrant
	Item 11. Executive Compensation
	Item 12. Security Ownership Of Certain Beneficial Owners And Management
	Item 13. Certain Relationships And Related Transactions
PART IV
	Item 14. Exhibits, Financial Statement Schedules And Reports On Form 8-K
SIGNATURES
INDEX OF EXHIBITS
MID-CAREER HIRE PENSION PLAN
AGREEMENT WITH F. MARTIN THRASHER
PAGES 31-54 FROM CAMPBELL'S SOUP 2001 ANNUAL REP.
SUBSIDIARIES OF CAMPBELL SOUP COMPANY
CONSENT OF INDEPENDENT ACCOUNTANTS
POWER OF ATTORNEY

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 that are comprised of, among others, Campbell’s soups worldwide, Erasco soups in Germany, Liebig soups in France, the European dry soup and sauce business under the Batchelors, Oxo, Lesieur, Royco, Liebig, Heisse Tasse, Blå Band and McDonnells brands, Prego spaghetti sauce, Franco-American pastas and gravies, Pace Mexican sauces, Swanson broths and canned poultry, Homepride sauces in the United Kingdom and the V8 and V8 Splash beverage businesses. The Biscuits and Confectionery segment includes the Pepperidge Farm cookies and crackers business, the Godiva Chocolatier business and Arnotts biscuit business. The Away From Home segment represents products, including Campbell’s soups, Pace picante sauce and Campbell’s Specialty Kitchens entrees, which are distributed to the food service and home meal replacement markets.

On July 27, 2001, the company announced that its board of directors approved a series of investment initiatives aimed at strengthening the company’s position in the soup, sauces, beverages and indulgent snack categories, both in the United States and internationally. A majority of this investment is intended to go to the company’s U.S. soup business and to focus on improved product quality, increased marketing and accelerated innovation.

Specific elements of this investment plan include:

• the anticipated increase in total marketing investment by 15%, or approximately $200 million, to fund new product launches and increased advertising and consumer promotion;

• the projected spending of approximately $300 million on capital improvements in fiscal 2002, an increase in capital improvement spending of approximately $100 million from fiscal 2001; and

• the anticipated increase in investments related to research and development, product and packaging innovation and overall organizational capabilities.

The company also plans to reduce its dividend by approximately 30%, from $0.90 to $0.63 per share. The company’s new dividend payout ratio will be approximately 50%.

The company’s new soup investment plan includes:

• significant quality upgrades for the company’s eating and cooking soup varieties;

• the phase-in of easy-open lids across the entire condensed soup line;

• new “Pop ‘N Pour” lids for Swanson broths;

• increased advertising spending focused on the company’s condensed soups, Campbell’s Chunky and Campbell’s Select brands ready-to-serve soups; and

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• targeted innovation, including testing of a new line of sipping soups for away from home consumption.

Beyond soup, the company’s additional strategic priorities include:

• integrating and leveraging the recently acquired culinary food brands in Europe;

• increasing investment in the company’s indulgent snack brands—Pepperidge Farm, Godiva and Arnott’s—to help them sustain their competitive presence through innovation and new product activity;

• increasing investment in sauce brands, including Prego and Pace in the United States and Homepride in the United Kingdom;

• restoring support to the V8 brand in the United States while developing new growth platforms for the V8 brand; and

• leveraging the company’s global scale, including people, knowledge and capabilities.

See also “Management’s Discussion and Analysis of Results of Operations and Financial Condition” and the company’s Consolidated Financial Statements (and the Notes thereto) at pages 31 to 53 of the company’s 2001 Annual Report to Shareowners for the fiscal year ended July 29, 2001 (“2001 Annual Report”), which is incorporated herein by reference.

Ingredients

The ingredients required for the manufacture of the company’s food products are purchased from various suppliers. 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 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, Godiva, Batchelors, Devos Lemmens, Oxo, Lesieur, Royco, Heisse Tasse, Blå Band, and McDonnells. 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, except with respect to Lesieur, which the company has licensed through at least 2014.

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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 31 through 37 of the company’s 2001 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 $63 million in 2001, $64 million in 2000 and $66 million in 1999.

Employees

At July 29, 2001, there were approximately 24,000 persons employed full-time by the company.

Financial Information

For information with respect to revenue, operating profitability and identifiable assets attributable to the company’s business segments and geographic areas, see pages 43 to 44 of the 2001 Annual Report in the section of the Notes to Consolidated Financial Statements entitled “Business and Geographic Segment Information”, which are 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 2001 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 trade and consumer acceptance of product improvements and new product introductions;

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• the company’s ability to achieve sales and earnings forecasts, which are based on assumptions about sales volume and product mix;

• the company’s ability to achieve its cost savings objectives, including the projected outcome of supply chain management programs;

• the difficulty of predicting the pattern of inventory movements by the company’s trade customers;

• the impact of unforeseen economic changes in currency exchange rates, interest rates, equity markets, inflation rates, recession and other external factors over which the company has no control; and

• the impact of unforeseen business disruptions in one or more of the company’s markets due to political instability, civil disobedience, armed hostilities or other calamities.

This discussion of uncertainties is by no means exhaustive but is designed to highlight important factors that may impact the company’s outlook. The company disclaims any obligation or intent to update any forward-looking statements made by the company in order to reflect events or circumstances after the date they are made.

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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

Inside the U.S.				Outside the U.S.
California		Ohio		Australia		Germany
•	Dixon	•	Napoleon	•	Burwood	•	Luebeck
•	Sacramento	•	Wauseon	•	Huntingwood	•	Gerwisch
•	Stockton	•	Willard	•	Marleston	Indonesia
Connecticut		Pennsylvania		•	Shepparton	•	Jawa Barat
•	Norwalk	•	Denver	•	Virginia	Ireland
Florida		•	Downingtown	Belgium		•	Drogheda
•	Lakeland	•	Reading	•	Puurs	Malaysia
Illinois		South Carolina		Canada		•	Selangor Darul Ehsan
•	Downers Grove	•	Aiken	•	Listowel	Mexico
Michigan		Texas		•	Toronto	•	Villagran
•	Marshall	•	Paris	United Kingdom		•	Guasave
New Jersey		Utah		•	Ashford	Netherlands
•	South Plainfield	•	Richmond	•	King's Lynn	•	Utrecht
North Carolina		Washington		•	Worksop	Papua New Guinea
•	Maxton	•	Woodinville	France		•	Gordons
		Wisconsin		•	LePontet	•	Malahang Lae
		•	Milwaukee	•	Dunkirk	Sweden
						•	Kristianstadt

Each of the foregoing manufacturing facilities is company-owned, except that the Utrecht, Netherlands facility and portions of the Ashford, United Kingdom facility are subject to long-term leases. The company also operates retail confectionery shops in the United States, Canada, Europe and Asia; 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.

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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 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.

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

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 September 18, 2001, is included as an item in Part III of this Form 10-K:

				Date First
				Elected
Name	Present Title	Age		Officer
Douglas R. Conant	President and Chief Executive Officer		50		2001
Andrew K. Hughson	Senior Vice President President – North American Soup		46		1996
M. Carl Johnson, III	Senior Vice President and Chief Strategy Officer– Strategic Planning		53		2001
Ellen Oran Kaden	Senior Vice President – Law and Government Affairs		49		1998

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				Date First
				Elected
Name	Present Title	Age		Officer
Larry S. McWilliams	Senior Vice President Chief Customer Officer		45		2001
D. Eric Pogue	Senior Vice President – Human Resources		52		2001
Robert A. Schiffner	Senior Vice President and Chief Financial Officer		51		2001
Doreen A. Wright	Senior Vice President and Chief Information Officer		44		2001
David L. Albright	Vice President President – Pepperidge Farm		54		1992
Jerry S. Buckley	Vice President – Public Affairs		46		1997
James A. Goldman	Vice President President – North American Beverages and Sauces		43		2001
Pierre Laubies	Vice President President – Campbell Europe		45		2000
Gerald S. Lord	Vice President – Controller		54		1993
R. David C. Macnair	Vice President – Global Research and Development		47		1998
Patrick O’Malley	Vice President – Global Supply Chain		52		2001

The company has employed each of the above-named officers in an executive or managerial capacity for at least five years, except Douglas R. Conant, M. Carl Johnson, III, Ellen Oran Kaden, Larry S. McWilliams, D. Eric Pogue, Robert A. Schiffner, Doreen A. Wright, James A. Goldman, Pierre Laubies and Patrick O’Malley. Douglas R. Conant served as President of Nabisco Foods Company (1995 – 2001) prior to joining Campbell in 2001. M. Carl Johnson, III served as Executive Vice President and President, New Meals Division, Kraft Foods, N.A. (1997 – 2001), Executive Vice President and General Manager, Meals Division, Kraft Foods, N.A. (1995 – 1997) and Member of Kraft Foods Operating Committee (1995 – 2001) prior to joining Campbell in 2001. Ellen Oran Kaden served as Executive Vice President, General Counsel and Secretary (1994 – 1998) of CBS Inc. prior to joining Campbell in 1998. Larry S. McWilliams served as Senior Vice President and General Manager, U.S. Business (1998 – 2001) and Senior Vice President, Sales (1995 – 1998) of The Minute Maid Company

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prior to joining Campbell in 2001. D. Eric Pogue served as an adjunct faculty member of the American Management Association and an independent human resource consultant (2000 – 2001), Senior Vice President – Human Resources, Revlon Worldwide (1998 – 2000), Vice President – Human Resources, Revlon U.S., Revlon, Inc. and Vice President – Human Resources and Business Services (1994 – 1997) of Marvel Entertainment Group prior to joining Campbell in 2001. Robert A. Schiffner served as Senior Vice President and Treasurer, Nabisco Holdings Corp. (1998 – 2001) and Senior Vice President and Controller, Nabisco Holdings Corp. (1995 – 1997) of Nabisco, Inc. prior to joining Campbell in 2001. Doreen A. Wright served as Executive Vice President and Chief Information Officer of Nabisco, Inc. (1999 – 2001) and Senior Vice President – Operations and Systems, Prudential Investments (1995 – 1998) prior to joining Campbell in 2001. James A. Goldman served as President – Lifesavers Candy Company (1998 – 2001) and President – Nabisco Margarine Company (1996 – 1998) of Nabisco, Inc. prior to joining Campbell in 2001. Pierre Laubies served as Regional President, CIS Middle East and Africa (1998 – 1999) and President, Mars CIS (1995 – 1998) prior to joining Campbell in 2000. Patrick O’Malley served as Senior Vice President, Operations (1998 – 2001), Vice President, Procurement USFG (1997 – 1998), and Senior Director, Operations, Planters (1996 – 1998) of Nabisco, Inc. (1998 – 2001) prior to joining Campbell in 2001.

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 2001 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 18, 2001, there were 35,201 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 52 of the 2001 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. Additional information regarding the company’s payment of dividends is set forth in Part I of this report on page 2 under the heading “The Company.”

Item 6. Selected Financial Data

The information presented on page 54 of the 2001 Annual Report in the section entitled “Five-Year Review — Consolidated” 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 31 through 37 of the 2001 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 34 through 36 of the 2001 Annual Report in the section entitled “Management’s Discussion and Analysis of Results of Operations and Financial Condition – Market Risk Sensitivity” is incorporated herein by reference.

Item 8. Financial Statements

The information presented on pages 38 through 53 of the 2001 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 2001 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, 2001 (the “2001 Proxy Statement”) are incorporated herein by reference.

Certain of the information required by this Item relating to the executive officers of Campbell is set forth in Part I of this Report on pages 7 through 9 under the heading “Executive Officers of the Company.”

Item 11. Executive Compensation

The information presented on pages 15 through 24 of the 2001 Proxy Statement in the section entitled “Compensation of Executive Officers” and on page 8 of the 2001 Proxy Statement in the section entitled “Director Compensation” is incorporated herein by reference.

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Item 12. Security Ownership Of Certain Beneficial Owners And Management

The information presented on pages 5 through 7 of the 2001 Proxy Statement in the sections entitled “Security Ownership of Directors and Executive Officers” and “Security Ownership of Certain Beneficial Owners” is incorporated herein by reference.

Item 13. Certain Relationships And Related Transactions

The information presented on page 11 of the 2001 Proxy Statement in the section entitled “Certain Relationships and Related Transactions” is incorporated herein by reference.

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 2001, 2000 and 1999

• Consolidated Balance Sheets as of July 29, 2001 and July 30, 2000

• Consolidated Statements of Cash Flows for 2001, 2000 and 1999

• Consolidated Statements of Shareowners’ Equity for 2001, 2000 and 1999

• 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 38 through 53 of the 2001 Annual Report.

2. Financial Statement Schedules

None.

3. Exhibits

2 Amended and Restated Business and Share Sale and Purchase Agreement dated January 29, 2001 among Unilever N.V., Unilever PLC and Campbell was filed with the Securities and Exchange Commission (“SEC”) with Campbell’s Form 8-K filed on May 14, 2001, and is incorporated herein by reference.

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3(i)	Campbell’s Restated Certificate of Incorporation as amended through February 24, 1997, was filed with the 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 (i) Campbell as Exhibit 99.(C) to Campbell's Schedule 13E-4 filed on September 12, 1996, and (ii) with respect to certain subsequent amendments, the Trustees of the Major Stockholders' Voting Trust as Exhibit 99.G to Amendment No. 7 to their Schedule 13D dated March 3, 2000, and as Exhibit 99.M to Amendment No. 8 to their Schedule 13D dated January 26, 2001, 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 17, 2000, was filed with the SEC with Campbell’s 2000 Proxy Statement and is incorporated herein by reference.
10(c)	Campbell Soup Company Management Worldwide Incentive Plan, as amended on November 17, 2000, was filed with the SEC with Campbell’s 2000 Proxy Statement and is incorporated herein by reference.
10(d)	Campbell Soup Company Mid-Career Hire Pension Program, amended effective as of January 25, 2001.
10(e)	Deferred Compensation Plan, effective November 18, 1999, was filed with the SEC with Campbell’s Form 10-K for the fiscal year ended July 30, 2000.
10(f)	Severance Protection Agreement dated January 8, 2001, with Douglas R. Conant, President and Chief Executive Officer, was filed with the SEC with Campbell’s Form 10-Q for the fiscal quarter ended January 28, 2001, and is incorporated herein by reference. Agreements with fifteen (15) other executive officers are in all material respects the same as Mr. Conant’s agreement.
10(g)	Employment agreement between the company and Douglas R. Conant dated January 8, 2001, was filed with the SEC with Campbell’s Form 10-Q for the

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	quarterly period ended January 28, 2001, and is incorporated herein by reference.
10(h)	Agreement between the company and F. Martin Thrasher dated May 16, 2001. Certain provisions with respect to Mr. Thrasher's non-compete obligations have been modified.
13	Pages 31 through 54 of Campbell’s 2001 Annual Report to Shareowners for the fiscal year ended July 29, 2001.
21	Subsidiaries (Direct and Indirect) of the company.
23	Consent of Independent Accountants.
24	Power of Attorney.

(b) Reports on Form 8-K

The company filed a report on Form 8-K on May 14, 2001 pertaining to the company’s acquisition of several dry soup and sauce businesses in Europe for a purchase price of approximately one billion euros.

The company filed a report on Form 8-K on September 7, 2001 relating to its financial results for the fourth quarter and fiscal year ended July 29, 2001, and the outlook for earnings per share for the first quarter of fiscal 2002 and for the full fiscal year.

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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 10, 2001
	CAMPBELL SOUP COMPANY
	By:	/s/ Robert A. Schiffner
		Robert A. Schiffner Senior 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 10, 2001

/s/ Robert A. Schiffner	/s/ Gerald S. Lord
Robert A. Schiffner Senior Vice President and Chief Financial Officer	Gerald S. Lord Vice President — Controller

George M. Sherman	Chairman and Director	}
Douglas R. Conant	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
Philip E. Lippincott	Director	}		Ellen Oran Kaden Senior Vice President - Law and Government Affairs
Mary Alice D. Malone	Director	}
Charles H. Mott	Director	}
Charles R. Perrin	Director	}
Donald M. Stewart	Director	}
George Strawbridge, Jr.	Director	}
Charlotte C. Weber	Director	}

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INDEX OF EXHIBITS

Document
2	Amended and Restated Business and Share Sale and Purchase Agreement dated January 29, 2001 among Unilever N.V., Unilever PLC and Campbell was filed with the Securities and Exchange Commission (“SEC”) with Campbell’s Form 8-K filed on May 14, 2001, and is incorporated herein by reference.
3 (i)	Campbell’s Restated Certificate of Incorporation as amended through February 24, 1997 was filed with the 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 (i) Campbell as Exhibit 99.(C) to Campbell’s Schedule 13E-4 filed on September 12, 1996, and (ii) with respect to certain subsequent amendments, the Trustees of the Major Stockholders’ Voting Trust as Exhibit 99.G to Amendment No. 7 to their Schedule 13D dated March 3, 2000, and as Exhibit 99.M to Amendment No. 8 to their Schedule 13D dated January 26, 2001, 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 17, 2000, was filed with the SEC with Campbell’s 2000 Proxy Statement and is incorporated herein by reference.
10 (c)	Campbell Soup Company Management Worldwide Incentive Plan, as amended on November 17, 2000, was filed with the SEC with Campbell’s 2000 Proxy Statement and is incorporated herein by reference.
10 (d)	Campbell Soup Company Mid-Career Hire Pension Program, as amended effective as of January 25, 2001.

15

10 (e)	Deferred Compensation Plan, effective November 18, 1999, was filed with the SEC with Campbell’s Form 10-K for the fiscal year ended July 30, 2000.
10 (f)	Severance Protection Agreement dated January 8, 2001, with Douglas R. Conant, President and Chief Executive Officer, was filed with the SEC with Campbell’s Form 10-Q for the fiscal quarter ended January 28, 2001, and is incorporated herein by reference. Agreements with fifteen (15) other executive officers are in all material respects the same as Mr. Conant’s agreement.
10 (g)	Employment agreement between the company and Douglas R. Conant dated January 8, 2001, was filed with the SEC with Campbell’s Form 10-Q for the quarterly period ended January 28, 2001, and is incorporated herein by reference.
10 (h)	Agreement between the company and F. Martin Thrasher dated May 16, 2001. Certain provisions with respect to Mr. Thrasher's non-compete obligations have been modified.
13	Pages 31 through 54 of Campbell’s 2001 Annual Report to Shareowners for the fiscal year ended July 29, 2001.
21	Subsidiaries (Direct and Indirect) of Campbell.
23	Consent of Independent Accountants.
24	Power of Attorney.

16 EX-10.D 3 w53808ex10-d.txt MID-CAREER HIRE PENSION PLAN 1 EXHIBIT 10(d) CAMPBELL SOUP COMPANY MID-CAREER HIRE PENSION PLAN (AS AMENDED EFFECTIVE AS OF JANUARY 25, 2001) 2 CAMPBELL SOUP COMPANY MID-CAREER HIRE PENSION PLAN TABLE OF CONTENTS ARTICLE I DEFINITIONS...................................................................1 ARTICLE II ELIGIBILITY AND PARTICIPATION.................................................3 ARTICLE III VESTING AND BENEFITS..........................................................4 ARTICLE IV DEATH AND DISABILITY BENEFITS.................................................4 ARTICLE V CONDITIONS TO BENEFIT ENTITLEMENT.............................................5 ARTICLE VI BENEFIT FORMULAS..............................................................6 ARTICLE VII DISTRIBUTION OF BENEFITS; BENEFICIARY.........................................8 ARTICLE VIII ADMINISTRATIVE PROCEDURES....................................................10 ARTICLE IX CLAIMS PROCEDURE.............................................................10 ARTICLE X AMENDMENT, SUSPENSION OR TERMINATION.........................................12 ARTICLE XI CHANGE IN CONTROL............................................................12 ARTICLE XII MISCELLANEOUS................................................................16 APPENDIX A GRANDFATHERED BENEFIT FORMULAS..............................................A-1 i 3 CAMPBELL SOUP COMPANY MID-CAREER HIRE PENSION PLAN (AS AMENDED EFFECTIVE AS OF JANUARY 25, 2001) The Campbell Soup Company Mid-Career Hire Pension Plan (the "Plan") is designed to provide selected management or highly compensated employees of the Company and its Subsidiaries, who are or were hired as executives in key management positions in the midst of their business careers, with retirement benefits that may supplement the retirement income that they receive from designated Company sources, including the Qualified Plans and the Nonqualified Plans. The Plan is intended to be an "unfunded" plan maintained for the purpose of providing deferred compensation to a select group of management or highly compensated employees for purposes of Title I of the Employee Retirement Income Security Act of 1974, as amended. This amendment and restatement of the Plan is generally effective as of January 25, 2001. The benefits provided under the Plan to a Participant who terminated employment from the Campbell Group prior to January 25, 2001, shall be determined solely in accordance with the terms of the Plan as in effect as of the date of such termination. ARTICLE I DEFINITIONS Unless the context otherwise requires, the following words and phrases as used herein shall have the following meanings: Section 1.1 "ACTUARIAL EQUIVALENT" means a benefit of equal value computed using an interest rate of five percent and the mortality assumptions set forth in Appendix K of the Retirement Plan; provided, however, that for purposes of valuing the five equal annual installment distribution option described in Section 7.2(a), the lump sum death benefits described in Article VII, and the lump sum benefit described in Section 11.4, Actuarial Equivalent shall be calculated using the discount rate used by the Company on its financial statements at the time of distribution applicable under Financial Accounting Standards Board Statement No. 87, and the "applicable mortality table" published in Revenue Ruling 95-6 or such other applicable guidance from the Internal Revenue Service. Section 1.2 "ADJUSTED FINAL PAY" means the Participant's Final Average Pay, as that term is defined in the Retirement Plan, and in addition all amounts 4 that would otherwise be included in Earnings, as that term is defined in the Retirement Plan, but for the fact that the Participant elected to defer receipt of such amounts under the Campbell Soup Company Deferred Compensation Plan. Section 1.3 "ADMINISTRATIVE COMMITTEE" means the Administrative Committee as that term is defined in the Retirement Plan. Section 1.4 "BOARD" means the Board of Directors of the Company. Section 1.5 "CAMPBELL GROUP" means Campbell Soup Company and all of its Subsidiaries. Section 1.6 "COMPANY" means Campbell Soup Company its successors and assigns. Section 1.7 "COMPENSATION COMMITTEE" means the Compensation and Organization Committee of the Board. Section 1.8 "EFFECTIVE DATE" means March 27, 1986, when the Board approved the Plan. Section 1.9 "EFFECTIVE RETIREMENT DATE" means the Participant's Effective Retirement Date as that term is defined in the Retirement Plan. Section 1.10 "NORMAL RETIREMENT DATE" means the Participant's Normal Retirement Date as that term is defined in the Retirement Plan. Section 1.11 "NONQUALIFIED PLANS" means the Company's excess benefit pension arrangements as in effect from time to time on and after the Effective Date, but not including this Plan or any other supplemental pension arrangement adopted on or after the Effective Date. Section 1.12 "PARTICIPANT" means an employee who is eligible for the Plan in accordance with Article II. Section 1.13 "PLAN" means the Company's Mid-Career Hire Pension Plan set forth herein and as amended from time to time. Section 1.14 "QUALIFIED PLANS" means the Retirement Plan and any plan maintained outside of the United States that provides life-time retirement benefits and is funded by the Company or a Subsidiary. 2 5 Section 1.15 "RETIREMENT PLAN" means the Campbell Soup Company Retirement and Pension Plan for Salaried Employees as in effect from time to time on and after the Effective Date. Section 1.16 "SOCIAL SECURITY COVERED COMPENSATION" means the Participant's Social Security Covered Compensation as that term is defined in the Retirement Plan. Section 1.17 "SPOUSE" means the Participant's Spouse as that term is defined in the Retirement Plan. Section 1.18 "SUBSIDIARY" means a corporation, the majority of the voting stock of which is owned directly or indirectly by the Company. Section 1.19 "TOTAL DISABILITY" means Total Disability as that term is defined in the Retirement Plan. Section 1.20 "YEARS OF SERVICE" means all the Participant's Years of Vesting Service, as that term is defined and determined in accordance with the provisions of the Retirement Plan, but for this Plan determined using all employment with the Company and any Subsidiary. ARTICLE II ELIGIBILITY AND PARTICIPATION Individuals who may be eligible for the Plan are executives of the Company or a Subsidiary in key management positions who are covered by the Retirement Plan. All such executives in salary grade level 46 or higher are automatically eligible for and shall become Participants in this Plan. Other executives who shall become Participants shall be selected from among those eligible at any time and from time to time by the Compensation Committee, or by the President of the Company, in its, or his or her, sole discretion. The Compensation Committee may delegate its authority to select executives who are eligible for the Plan. A Participant who terminates employment from the Campbell Group shall not be eligible to participate in the Plan upon any subsequent reemployment, and all service with and compensation from the Campbell Group, and all accruals under the Qualified and Nonqualified Plans, attributable to the post-reemployment period shall be disregarded in determining Plan benefits. 3 6 ARTICLE III VESTING AND BENEFITS Section 3.1 VOLUNTARY RESIGNATION BEFORE AGE 55. Any Participant who voluntarily resigns without the consent of the President of the Company before attaining age 55 automatically forfeits all benefits under the Plan regardless of the Participant's number of years of employment. Section 3.2 TERMINATION BEFORE FIVE YEARS OF EMPLOYMENT. Any Participant whose employment terminates for any reason, other than death or Total Disability, prior to the Participant's completing five years of employment with the Campbell Group shall automatically forfeit all benefits under the Plan. Section 3.3 TERMINATION BY THE COMPANY AFTER FIVE YEARS OF EMPLOYMENT AND BEFORE AGE 55. Any Participant who is terminated by the Company after completing five years of employment with the Campbell Group and prior to attaining age 55 shall be vested in the Accelerated Benefit only. Such Participant's Accelerated Benefit shall be determined under Section 6.1, or, as applicable, Section 6.3. Section 3.4 RETIREMENT ON OR AFTER AGE 55 WITH FIVE YEARS OF EMPLOYMENT. Any Participant who retires on or after age 55 with five years of employment with the Campbell Group shall be vested in the Income Replacement Benefit only. Such Participant's Income Replacement Benefit shall be determined under Section 6.2, or, as applicable, Section 6.3. ARTICLE IV DEATH AND DISABILITY BENEFITS Section 4.1 If a Participant's employment terminates due to death or Total Disability prior to either or both of the attainment of age 55 and/or the completion of five years of employment with the Campbell Group, the Participant or Participant's beneficiary shall be immediately vested in and entitled to the Accelerated Benefit as determined under Section 6.1, or, as applicable, Section 6.3, based upon his Years of Service to the date of his death or Total Disability. 4 7 Section 4.2 If a Participant's employment terminates due to death or Total Disability after he has attained age 55 and completed five years of employment, the Participant or Participant's beneficiary shall be entitled to the Income Replacement Benefit as determined under Section 6.2, or, as applicable, Section 6.3, based upon his Years of Service to the date of his death or Total Disability. ARTICLE V CONDITIONS TO BENEFIT ENTITLEMENT Section 5.1 CONDITIONS. Subject to the provisions of Section 5.2, each payment of benefits under this Plan shall be subject to the conditions that: (a) the Participant's employment with the Campbell Group shall not have been terminated for willful, deliberate or gross misconduct; and (b) prior to such payment, the Participant shall not have engaged in conduct materially detrimental to the interests of the Company or any Subsidiary, including, without limitation, engaging in any business competitive with a business in which the Company or a Subsidiary (i) was engaged at any time during the Participant's employment with the Campbell Group and (ii) is engaged at the time the Participant is engaged in the competitive business. Section 5.2 FAILURE TO SATISFY CONDITIONS. If the Participant shall fail to satisfy any of the conditions set forth in Section 5.1, the Company shall not be obligated after such failure to pay any benefits remaining to be paid to or on behalf of the Participant, provided all of the following shall have taken place: (a) the Secretary of the Company, at the direction of the Compensation Committee, shall have given written notice to the Participant (hereafter referred to as the "Notice") setting forth with reasonable specificity (i) the alleged failure, and (ii) the loss of rights to benefits that will occur unless the Participant rectifies such failure to the satisfaction of the Compensation Committee within 30 days after his receipt of the Notice; (b) the Participant shall not have rectified such failure to the satisfaction of the Compensation Committee within 30 days after his receipt of the Notice; and 5 8 (c) the Secretary of the Company, at the direction of the Compensation Committee and after the expiration of the 30-day period referred to in clause (b) above, shall have given written notice to the Participant that, in the opinion of the Compensation Committee, he has not rectified the failure. ARTICLE VI BENEFIT FORMULAS Section 6.1 ACCELERATED BENEFIT FORMULA. The Accelerated Benefit is the benefit, expressed as a straight life annuity commencing on the Participant's Normal Retirement Date, equal to the excess, if any, of (a) over (b) where: (a) is 2% multiplied by the Participant's Years of Service, with such product, not to exceed 37.5%, multiplied by the Participant's Adjusted Final Pay; and (b) is the sum of (i) plus (ii) where: (i) is the straight life annuity payable to the Participant under the Qualified Plans commencing on his Normal Retirement Date, excluding for this purpose the portion of such annuity attributable to the Additional Annuity Benefit described in Section 4A.07 of the Retirement Plan, and (ii) is the straight life annuity payable to the Participant under the Nonqualified Plans commencing on his Normal Retirement Date. A Participant's Accelerated Benefit determined under the preceding sentence shall be reduced in accordance with the factors in Schedule 1 or 3, as applicable, of Appendix I of the Retirement Plan based on the Participant's age at the time his Plan benefits are scheduled to commence. Section 6.2 INCOME REPLACEMENT BENEFIT FORMULA. The Income Replacement Benefit is the benefit, expressed as a straight life annuity commencing on the Participant's Normal Retirement Date, equal to the sum of (a) plus (b) where: (a) is the excess of (i) over (ii) where: 6 9 (i) is 37.5% of the Participant's Adjusted Final Pay, and (ii) is the sum of (A) the straight life annuity payable to the Participant under the Qualified Plans commencing on his Normal Retirement Date, excluding for this purpose the portion of such annuity attributable to the Additional Annuity Benefit described in Section 4A.07 of the Retirement Plan, plus (B) the straight life annuity payable to the Participant under the Nonqualified Plans commencing on his Normal Retirement Date; and (b) is the excess of (i) over (ii) where: (i) is the benefit described in Section 4A.07 of the Retirement Plan calculated as if the Participant had completed 35 Years of Service, and (ii) is the actual benefit to which the Participant is entitled under Section 4A.07 of the Retirement Plan. A Participant's Income Replacement Benefit determined under the preceding sentence shall be reduced in accordance with the factors in Schedule 2 of Appendix I of the Retirement Plan based on the Participant's age at the time his Plan benefits are scheduled to commence. Section 6.3 GRANDFATHERED BENEFIT FORMULAS FOR PRE-JANUARY 25, 2001 PARTICIPANTS. The Accelerated Benefit of a Participant who was covered by the Plan as a Participant prior to January 25, 2001, shall be the greater of the amount determined under Section 6.1, or the amount determined under the Grandfathered Accelerated Benefit formula set forth in Appendix A. The Income Replacement Benefit of a Participant who was covered by the Plan as a Participant prior to January 25, 2001, shall be the greater of the amount determined under Section 6.2, or the amount determined under the Grandfathered Income Replacement Benefit formula set forth in Appendix A. Section 6.4 TEMPORARY ADDITIONAL BENEFIT FOR CERTAIN PARTICIPANTS AND SPOUSES ELIGIBLE FOR THE INCOME REPLACEMENT BENEFIT. If a Participant is entitled to the Income Replacement Benefit due to his retirement or Total Disability prior to age 65, or if a Participant's Spouse is entitled to the Income Replacement Benefit due to the Participant's death prior to age 65, the Participant, or, if applicable, his Spouse, shall receive a temporary monthly 7 10 benefit equal to the excess of (a) the benefit described in Section 4A.10(d) of the Retirement Plan calculated as if the Participant had completed 35 Years of Service, over (b) the actual benefit to which the Participant or, if applicable, his Spouse, is entitled under Section 4A.10(d) of the Retirement Plan. Notwithstanding the provisions of Article VII, such benefit shall be paid to the Participant or, if applicable, his Spouse, for the same period as provided under Section 4A.10(d) of the Retirement Plan; provided, however, that if the Participant, or, if applicable, his Spouse, elects to receive the Income Replacement Benefit in the form of five equal annual installments as permitted under Section 7.2(a), the Actuarial Equivalent value of the temporary monthly benefit described in this paragraph shall be payable as part of such installments and will not be paid as a monthly benefit. Notwithstanding anything to the contrary in this paragraph, the benefit described in this paragraph shall not be paid to a Participant or Spouse who receives any Company paid retiree medical coverage. ARTICLE VII DISTRIBUTION OF BENEFITS; BENEFICIARY Section 7.1 TIMING OF DISTRIBUTION. A Participant may elect to commence receiving the value of his Plan benefit as of the first day of any month following the month in which he terminates employment, but no later than the later of his Normal Retirement Date or the month following the month in which he terminates employment. If the Participant retires or otherwise terminates employment after becoming entitled to benefits under Article III and dies prior to the date his Plan benefits are scheduled to commence, then the Participant's benefit shall be paid to his beneficiary in accordance with the provisions of Section 7.4. Section 7.2 FORM AND VALUATION OF DISTRIBUTION. A Participant may elect to receive the value of his Plan benefit in any of the following forms, each of which shall be of Actuarial Equivalent value to the Participant's benefit determined under Article VI as of the date his benefits are scheduled to commence: (a) five equal annual installments, (b) a single life annuity for the Participant's life with, in the case of a Participant who was a participant in the Retirement Plan prior to May 1, 1999, 60 monthly installments guaranteed, or (c) a joint and survivor annuity that provides a 50%, 75% or 100% survivor annuity to the Participant's surviving spouse following the Participant's death. Section 7.3 BENEFICIARY DESIGNATION. The beneficiary of the Participant under the Retirement Plan shall automatically be deemed to be designated as 8 11 the recipient of the retirement benefits, if any, payable under this Plan in the event of the Participant's death. Section 7.4 BENEFICIARY DISTRIBUTIONS. (a) If a beneficiary becomes entitled to death benefits under Article IV or because a terminated or retired Participant dies prior to his scheduled date of distribution under Section 7.1, then such benefit shall be distributed as follows: (i) if the beneficiary is the surviving spouse of the Participant, the surviving spouse will have the same distribution options that would have been available to the Participant under Sections 7.1, 7.2(a), and 7.2(b). (ii) if the beneficiary is not the Participant's surviving spouse, the Actuarial Equivalent present value of such benefit shall be paid to the beneficiary as soon as administratively practicable following the Participant's death. (b) If the Participant dies after payment of his Plan benefits has commenced in accordance with Sections 7.1 and 7.2, then benefits shall be paid to his beneficiary only as described below: (i) if the Participant was receiving benefits under the five equal annual installment method, then any remaining installments shall be paid as originally scheduled if the Participant's beneficiary is his surviving spouse, or, if the beneficiary is not his surviving spouse, the Actuarial Equivalent present value of the remaining payments shall be paid to the Participant's beneficiary as soon as administratively practicable following the Participant's death; (ii) if the Participant was receiving benefits under the single life annuity method, no benefits shall be paid following the Participant's death, except to the extent necessary to comply with the 60 monthly installment guarantee (if applicable); and (iii) if the Participant was receiving benefits under the joint and 50%, 75% or 100% survivor annuity method, benefits shall be paid to the Participant's survivor annuitant (if still living) at the applicable rate for the remainder of the survivor annuitant's life. 9 12 Section 7.5 ELECTION TO RECEIVE DISTRIBUTION. A Participant, or, if applicable, a beneficiary who is the Participant's surviving spouse, shall elect the timing and form of distribution of his benefit in accordance with procedures established by the Administrative Committee. ARTICLE VIII ADMINISTRATIVE PROCEDURES Section 8.1 GENERAL. The Plan shall be administered by the Administrative Committee. The Administrative Committee shall establish such rules, regulations and instruments for the administration of the Plan as it deems necessary or advisable. Section 8.2 PLAN INTERPRETATION. The Administrative Committee shall have responsibility, and full and absolute discretion and authority, to administer and interpret the Plan. The Administrative Committee's interpretations of the Plan, as well as all actions taken and determinations made by the Administrative Committee pursuant to the powers vested in it hereunder, shall be conclusive and binding on all parties concerned. Benefits under the Plan shall be paid only if the Administrative Committee decides in its discretion that the applicant is entitled to them. Section 8.3 RESPONSIBILITIES AND REPORTS. The Administrative Committee may pursuant to a written instruction name other persons to carry out specific responsibilities. The Administrative Committee shall be entitled to rely conclusively upon all tables, valuations, certificates, opinions and reports that are furnished by any accountant, controller, counsel, or other person who is employed or engaged for such purposes. ARTICLE IX CLAIMS PROCEDURE Section 9.1 DENIAL OF CLAIM FOR BENEFITS. Any denial by the Administrative Committee of any claim for benefits under the Plan by a Participant or beneficiary shall be stated in writing by the Administrative Committee and delivered or mailed to the Participant or beneficiary. The Administrative Committee shall furnish the claimant with notice of the decision not later than 90 days after the receipt of the claim, unless special circumstances require an extension of time for processing the claim. If such an extension of time for processing is required, written notice of the extension shall be furnished to the 10 13 claimant prior to the termination of the initial 90-day period. In no event shall such extension exceed a period of 90 days from the end of such initial period. The extension notice shall indicate the special circumstances requiring an extension of time and the date by which the Administrative Committee expects to render the final decision. The notice of the Administrative Committee decision shall be written in a manner calculated to be understood by the claimant and shall include (a) the specific reasons for the denial, including, where appropriate, references to the specific Plan provisions on which the determination was based, (b) a description of any additional information or material necessary to perfect the claim with an explanation of why the information or material is necessary, and (c) a description of the Plan's review procedures and the time limits applicable to such procedures, including a statement of the claimant's right to bring a civil action under ERISA section 502(a) following an adverse determination on review. Section 9.2 APPEAL OF DENIAL. The claimant shall have 60 days after receipt of written notification of denial of his or her claim in which to file a written appeal with the Administrative Committee. As a part of any such appeal, the claimant may submit written comments, documents, records, and other information relating to the claim. Upon request and free of charge, the claimant shall be provided reasonable access to and copies of all documents, records, and other information relevant to the claim. In reviewing the claim, the Administrative Committee shall take into account all comments, documents, records, and other information submitted by the claimant relating to the claim, without regard to whether such information was submitted or considered in the initial benefit determination. The Administrative Committee shall notify the claimant of its decision on the appeal not later than 60 days after the receipt of the appeal, unless special circumstances require an extension of time for processing the appeal. If such an extension of time for processing is required, written notice of the extension shall be furnished to the claimant prior to the termination of the initial 60-day period. In no event shall such extension exceed a period of 60 days from the end of such initial period. The extension notice shall indicate the special circumstances requiring an extension of time and the date by which the Administrative Committee expects to render the final decision. In the case of an adverse benefit determination, the notice shall set forth, in a manner calculated to be understood by the claimant, (a) the specific reasons for the denial, including, where appropriate, references to the specific Plan provisions on which the determination was based, (b) a statement that, upon request and free of charge, the claimant is entitled to receive reasonable access to and copies of all documents, records, and other information relevant to the claimant's claim for benefits, and (c) a 11 14 statement of the claimant's right to bring a civil action under ERISA section 502(a). ARTICLE X AMENDMENT, SUSPENSION OR TERMINATION The Compensation Committee or its delegate may amend, suspend or terminate the Plan in whole or part; but no such amendment, suspension or termination may adversely affect benefits accrued by a Participant based upon his Years of Service to the date of such amendment, suspension or termination. ARTICLE XI CHANGE IN CONTROL Section 11.1 CONTRARY PROVISIONS. Notwithstanding anything contained in the Plan to the contrary, the provisions of this Article XI shall govern and supersede any inconsistent terms or provisions of the Plan. Section 11.2 DEFINITION OF CHANGE IN CONTROL. For purposes of the Plan "Change in Control" shall mean any of the following events: (a) The acquisition in one or more transactions by any "Person" (as the term person is used for purposes of Section 13(d) or 14(d) of the Securities Exchange Act of 1934, as amended (the "1934 Act")) of "Beneficial Ownership" (within the meaning of Rule 13d-3 promulgated under the 1934 Act) of twenty-five percent (25%) or more of the combined voting power of the Company's then outstanding voting securities (the "Voting Securities"); provided, however, that for purposes of this Section 11.2(a), the Voting Securities acquired directly from the Company by any Person shall be excluded from the determination of such Person's Beneficial Ownership of Voting Securities (but such Voting Securities shall be included in the calculation of the total number of Voting Securities then outstanding); or (b) The individuals who, as of January 25, 1990, are members of the Board (the "Incumbent Board"), cease for any reason to constitute at least two-thirds of the Board; provided, however, that if the election, or nomination for election by the Company's stockholders, of any new director was approved by a vote of at least two-thirds of the Incumbent Board, such new director shall, for purposes of the Plan, be considered as a member of the Incumbent Board; or 12 15 (c) Approval by stockholders of the Company of (1) a merger or consolidation involving the Company if the stockholders of the Company, immediately before such merger or consolidation, do not own, directly or indirectly, immediately following such merger or consolidation, more than eighty percent (80%) of the combined voting power of the outstanding voting securities of the corporation resulting from such merger or consolidation in substantially the same proportion as their ownership of the Voting Securities immediately before such merger or consolidation or (2) a complete liquidation or dissolution of the Company or an agreement for the sale or other disposition of all or substantially all of the assets of the Company; or (d) Acceptance of stockholders of the Company of shares in a share exchange if the stockholders of the Company, immediately before such share exchange, do not own, directly or indirectly, immediately following such share exchange, more than eighty percent (80%) of the combined voting power of the outstanding voting securities of the corporation resulting from such share exchange in substantially the same proportion as their ownership of the Voting Securities outstanding immediately before such share exchange. Notwithstanding the foregoing, a Change in Control shall not be deemed to occur solely because twenty-five percent (25%) or more of the then outstanding Voting Securities is acquired by (i) a trustee or other fiduciary holding securities under one or more employee benefit plans maintained by the Company or any of its Subsidiaries, (ii) any corporation which, immediately prior to such acquisition, is owned directly or indirectly by the stockholders of the Company in the same proportion as their ownership of stock in the Company immediately prior to such acquisition, (iii) any "Grandfathered Dorrance Family Stockholder" (as hereinafter defined) or (iv) any Person who has acquired such Voting Securities directly from any Grandfathered Dorrance Family Stockholder but only if such Person has executed an agreement which is approved by two-thirds of the Board and pursuant to which such Person has agreed that he (or they) will not increase his (or their) Beneficial Ownership (directly or indirectly) to 30% or more of the outstanding Voting Securities (the "Standstill Agreement") and only for the period during which the Standstill Agreement is effective and fully honored by such Person. For purposes of this Section, "Grandfathered Dorrance Family Stockholder" shall mean at any time a "Dorrance Family Stockholder" (as hereinafter defined) who or which is at the time in question the Beneficial Owner solely of (v) Voting Securities Beneficially Owned by such individual on January 25, 1990, (w) Voting Securities acquired directly from the Company, (x) Voting Securities acquired directly from another Grandfathered Dorrance Family 13 16 Stockholder, (y) Voting Securities which are also Beneficially Owned by other Grandfathered Dorrance Family Stockholders at the time in question, and (z) Voting Securities acquired after January 25, 1990 other than directly from the Company or from another Grandfathered Dorrance Family Stockholder by any "Dorrance Grandchild" (as hereinafter defined) provided that the aggregate amount of Voting Securities so acquired by each such Dorrance grandchild shall not exceed five percent (5%) of the Voting Securities outstanding at the time of such acquisition. "Dorrance Family Stockholder" who or which is at the time in question the Beneficial Owner of Voting Securities which are not specified in clauses (v), (w), (x), (y) and (z) of the immediately preceding sentence shall not be a Grandfathered Dorrance Family Stockholder at the time in question. For purposes of this Section, "Dorrance Family Stockholders" shall mean individuals who are descendants of the late Dr. John T. Dorrance, Sr. and/or the spouses, fiduciaries and foundations of such descendants. A "Dorrance Grandchild" means as to each particular grandchild of the late Dr. John T. Dorrance, Sr., all of the following taken collectively: such grandchild, such grandchild's descendants and/or the spouses, fiduciaries and foundations of such grandchild and such grandchild's descendants. Moreover, notwithstanding the foregoing, a Change in Control shall not be deemed to occur solely because any Person (the "Subject Person") acquired Beneficial Ownership of more than the permitted amount of the outstanding Voting Securities as a result of the acquisition of Voting Securities by the Company which, by reducing the number of Voting Securities outstanding, increases the proportional number of shares Beneficially Owned by the Subject Person, provided that if a Change in Control would occur (but for the operation of this sentence) as a result of the acquisition of Voting Securities by the Company, and after such share acquisition by the Company, the Subject Person becomes the Beneficial Owner of any additional Voting Securities which increases the percentage of the then outstanding Voting Securities Beneficially Owned by the Subject Person, then a Change in Control shall occur. Section 11.3 DEFINITION OF CAUSE. For purposes of this Article XI, a termination for "Cause" is a termination evidenced by a resolution adopted in good faith by two-thirds of the Board that the Participant (a) intentionally and continually failed to substantially perform his duties with the Company (other than a failure resulting from the Participant's incapacity due to physical or mental illness) which failure continued for a period of at least thirty (30) days after a written notice of demand for substantial performance has been delivered to the Participant specifying the manner in which the Participant has failed to substantially perform, or (b) intentionally engaged in conduct which 14 17 is demonstrably and materially injurious to the Company, monetarily or otherwise; provided, however that no termination of the Participant's employment shall be for Cause as set forth in clause (b) above until (x) there shall have been delivered to the Participant a copy of a written notice setting forth that the Participant was guilty of the conduct set forth in clause (b) and specifying the particulars thereof in detail, and (y) the Participant shall have been provided an opportunity to be heard by the Board (with the assistance of the Participant's counsel if the Participant so desires). No act, nor failure to act, on the Participant's part, shall be considered "intentional" unless he has acted, or failed to act, with an absence of good faith and without a reasonable belief that his action or failure to act was in the best interest of the Company. Notwithstanding anything contained in the Plan to the contrary, in the case of any Participant who is a party to a severance protection agreement, no failure to perform by the Participant after a Notice of Termination (as defined in the Participant's severance protection agreement) is given by the Participant shall constitute Cause for purposes of the Plan. Section 11.4 TERMINATION OF EMPLOYMENT. If a Participant's employment is terminated by the Company (other than for Cause) or by the Participant for any reason within two (2) years following a Change in Control, the Company shall, within thirty (30) days, pay to the Participant a lump sum cash payment equal to the lump sum Actuarial Equivalent of his accrued benefit as of the date of his termination of employment whether or not the Participant is otherwise vested in his accrued benefit; provided, however, that for this purpose, the term Actuarial Equivalent shall have the same meaning as such term is used in the Retirement Plan for Salaried Employees as in effect from time to time on or after the Effective Date. Section 11.5 AMENDMENT OR TERMINATION. (a) This Article XI shall not be amended or terminated at any time. (b) For a period of two (2) years following a Change in Control, the Plan shall not be terminated or amended in any way, nor shall the manner in which the Plan is administered be changed in a way that adversely affects the Participant's right to existing or future Company provided benefits or contributions provided hereunder, including, but not limited to, any change in, or to, the eligibility requirements, benefit formulae and manner and optional forms of payments. 15 18 (c) Any amendment or termination of the Plan prior to a Change in Control which (i) was at the request of a third party who has indicated an intention or taken steps reasonably calculated to effect a Change in Control or (ii) otherwise arose in connection with, or in anticipation of, a Change in Control, shall be null and void and shall have no effect whatsoever. ARTICLE XII MISCELLANEOUS Section 12.1 NO EMPLOYMENT RIGHTS. The establishment or existence of the Plan shall not confer upon any individual the right to be continued as an employee. The Company and each Subsidiary expressly reserve the right to discharge any employee whenever in its judgment its best interests so require. Section 12.2 NON-ALIENATION. No amounts payable under the Plan shall be subject in any manner to anticipation, assignment, or voluntary or involuntary alienation. Section 12.3 GOVERNING LAW. The Plan shall be governed by and construed in accordance with the laws of the State of New Jersey to the extent not preempted by federal law. Section 12.4 WITHHOLDING. The Company may withhold from any benefits payable under the Plan all federal, state and local income taxes or other taxes required to be withheld pursuant to applicable law. Section 12.5 UNFUNDED OBLIGATION. All benefits under the Plan represent an unsecured promise to pay by the Company. The Plan shall be unfunded and the benefits hereunder shall be paid only from the general assets of the Company resulting in the Participant having no greater rights than the Company's other general creditors. Nothing herein shall prevent or prohibit the Company from establishing a trust or other arrangement for the purpose of providing for the payment of the benefits payable under the Plan. Section 12.6 INCAPACITY. If the Administrative Committee, in its sole discretion, deems a Participant or beneficiary who is eligible to receive any payment hereunder to be incompetent to receive the same by reason of illness or any infirmity or incapacity of any kind, the Administrative Committee may direct the Company to apply such payment directly for the benefit of such person, or to make payment to any person selected by the Administrative Committee to disburse the same for the benefit of the Participant or 16 19 beneficiary. Payments made pursuant to this Section shall operate as a discharge, to the extent thereof, of all liabilities of the Company, the Administrative Committee and the Plan to the person for whose benefits the payments are made. Section 12.7 SEVERABILITY. In the event that any provision of this Plan shall be determined to be invalid or unenforceable for any reason, the remaining provisions shall be unaffected thereby and shall remain in full force and effect. Section 12.8 NOTICES. (a) Any instrument to be delivered under this Plan to the Administrative Committee shall be deemed to have been properly delivered if and when received by the Secretary of the Company at the Company's Headquarters. (b) Any instrument to be delivered under this Plan to the Participant or his beneficiary shall be deemed to have been properly delivered in each case if and when received by the Participant or his beneficiary or upon deposit thereof, in a post office box regularly maintained by the United States Government, in an envelope, properly stamped, addressed to the Participant or his beneficiary at his address as it appears from time to time on the books of the Company. Section 12.9 QUALIFIED AND NONQUALIFIED PLANS NOT AFFECTED. Any benefits payable pursuant to this Plan are intended to be in excess of those, if any, payable under the Qualified Plans and the Nonqualified Plans. Section 12.10 ACCELERATION ON DEFAULT. If the Company fails to pay in a timely manner the benefits due a Participant or his beneficiary under this Plan and if the Company neglects to remedy such failure within thirty days after having received written notice of it from the Participant or his beneficiary, then the Company shall thereupon pay to the Participant or his beneficiary as the case may be in full discharge of its obligations the lump-sum actuarial equivalent of all benefits remaining to be paid. Section 12.11 BINDING UPON SUCCESSORS. The liabilities under the Plan shall be binding upon any successor, assign or purchaser of the Company or any purchaser of substantially all of the assets of the Company. Section 12.12 MISCELLANEOUS. Use of the masculine gender in the Plan shall be deemed to include the feminine gender. Headings are given to sections and 17 20 paragraphs solely as a convenience to facilitate reference; such headings shall not affect the construction of any provision of the Plan. Pursuant to the authorization of the Compensation and Organization Committee of the Board of Directors, to record the amendment and restatement of the Plan, the Campbell Soup Company has caused its authorized officers to affix its corporate name and seal this 6TH day of June 2001. [CORPORATE SEAL] Attest: /s/ John J. Furey By: /s/ Edward F. Walsh John J. Furey Edward F. Walsh Corporate Secretary Vice President-Human Resources 18 21 APPENDIX A - GRANDFATHERED BENEFIT FORMULAS This Appendix A contains the Grandfathered Accelerated Benefit and Income Replacement Benefit formulas that may apply to a Participant described in Section 6.3. Section A-1. GRANDFATHERED ACCELERATED BENEFIT FORMULA The Grandfathered Accelerated Benefit is the benefit, expressed as a straight life annuity commencing on the Participant's Normal Retirement Date, equal to the excess, if any, of (a) over (b) where: (a) is the sum of (i) plus (ii) where: (i) is two and four-tenths (2.4%) of the Participant's Adjusted Final Pay up to the Social Security Covered Compensation multiplied by the Participant's Years of Service not in excess of five (5), plus one and two tenths percent (1.2%) of his Adjusted Final Pay up to the Social Security Covered Compensation multiplied by his Years of Service, if any, in excess of five (5) but not in excess of twenty (20), and (ii) is three and six tenths percent (3.6%) of his Adjusted Final Pay in excess of the Social Security Covered Compensation multiplied by his Years of Service not in excess of five (5) plus one and eight tenths (1.8%) of his Adjusted Final Pay in excess of the Social Security Covered Compensation multiplied by his Years of Service, if any, in excess of five (5) but not in excess of twenty (20); and (b) is the sum of (i) plus (ii) plus (iii) where: (i) is the straight life annuity payable to the Participant under the Qualified Plans commencing on his Normal Retirement Date, excluding for this purpose the portion of such annuity attributable to the Additional Annuity Benefit described in Section 4A.07 of the Retirement Plan, and (ii) is the straight life annuity payable to the Participant under the Nonqualified Plans commencing on his Normal Retirement Date, and A-1 22 (iii) is the imputed benefit, expressed as a straight life annuity commencing on the Participant's Normal Retirement Date, calculated under the Retirement Plan based upon the following assumptions: (A) Final Average Pay and Earnings equal the annual salary of the Participant on the date he was employed by the Campbell Group, and (B) Years of Service equal the excess number of whole years of the Participant's age at date of hire by the Campbell Group over 32, but such imputed Years of Service shall be limited to the lesser of (1) actual Years of Service under the Retirement Plan or (2) 10 years. A Participant's Grandfathered Accelerated Benefit determined under the preceding sentence shall be reduced in accordance with the factors in Schedule 1 or 3, as applicable, of Appendix I of the Retirement Plan based on the Participant's age at the time his benefits are scheduled to commence. Notwithstanding the foregoing, the Grandfathered Accelerated Benefit for a Participant who was a participant in the Retirement Plan prior to May 1, 1999, shall be expressed in the form of a straight life annuity with 60 monthly installments guaranteed. Section A-2. GRANDFATHERED INCOME REPLACEMENT BENEFIT FORMULA The Grandfathered Income Replacement Benefit is the benefit, expressed as a straight life annuity commencing on the Participant's Normal Retirement Date, equal to the sum of (a) plus (b) where: (a) is the excess of (i) over (ii) where: (i) is 45% of the Participant's Adjusted Final Pay reduced by 1.8% for each year the Participant's age is below age 62 at date of retirement, and (ii) is the sum of (A) plus (B) plus (C) where: (A) is the straight life annuity payable to the Participant under the Qualified Plans commencing on his Normal Retirement Date, excluding for this purpose the portion of such annuity attributable to the Additional Annuity Benefit described in Section 4A.07 of the Retirement Plan, A-2 23 (B) is the straight life annuity payable to the Participant under the Nonqualified Plans commencing on his Normal Retirement Date, and (C) is the imputed benefit, expressed as a straight life annuity commencing on the Participant's Normal Retirement Date, calculated under the Retirement Plan based upon the following assumptions: (I) Final Average Pay and Earnings equal the annual salary of the Participant on the date he was employed by the Campbell Group, and (II) Years of Service equal the excess number of whole years of the Participant's age at date of hire by the Campbell Group over 32, but such imputed Years of Service shall be limited to the lesser of (1) actual Years of Service under the Retirement Plan or (2) 10 years; and (b) is the excess of (i) over (ii) where: (i) is the benefit described in Section 4A.07 of the Retirement Plan calculated as if the Participant had completed 35 Years of Service, and (ii) is the actual benefit to which the Participant is entitled under Section 4A.07 of the Retirement Plan. A Participant's Grandfathered Income Replacement Benefit determined under the preceding sentence shall be reduced in accordance with the factors in Schedule 2 of Appendix I of the Retirement Plan based on the Participant's age at the time his Plan benefits are scheduled to commence. Notwithstanding the foregoing, the Grandfathered Income Replacement Benefit for a Participant who was a participant in the Retirement Plan prior to May 1, 1999, shall be expressed in the form of a straight life annuity with 60 monthly installments guaranteed. A-3 EX-10.H 4 w53808ex10-h.txt AGREEMENT WITH F. MARTIN THRASHER 1 EXHIBIT 10(h) SEVERANCE AGREEMENT AND GENERAL RELEASE This Severance Agreement and General Release ("Agreement"), between F. Martin Thrasher ("Employee") and Campbell Soup Company ("Company"), is made with respect to the following facts: A. Company has decided to sever its employment relationship with Employee effective July 31, 2001 ("Termination Date"). In consideration of Employee's signing this Agreement and releasing Company from any and all claims which he might have against it, Company will, upon the termination of Employee's employment, provide Employee with the severance pay and benefits set forth below. B. In exchange for the promises, payments and benefits described in this Agreement, the parties execute this Agreement in favor of and for the benefit of the other as follows: 1. Severance. a. 65 Week Period. (i) Company agrees to continue Employee's current base salary (less required payroll taxes and other withholdings) for a period of sixty-five (65) weeks ("65 Week Period") beginning subsequent to Employee's Termination Date and following payment for Employee's vacation time of four (4) weeks, as more fully set forth in paragraph B.1.c. (titled Periodic Payments), provided that Employee does not in the 65 Week Period accept employment or a consulting assignment, directly or indirectly, with or for a Competitor of the Company, as that term is defined in this paragraph. If Employee accepts employment or a consulting assignment with or for a Competitor, directly or indirectly, or otherwise engages in competition with the Company, in any manner during the 65 Week Period, all payments and benefits otherwise provided under the terms of this Agreement to the extent yet unpaid will cease and Company shall be entitled to exercise all rights and remedies available to the Company under this Agreement, under the Non-Competition Agreement identified in paragraph 7, and otherwise available to the Company at law or in equity. For the purpose of this Agreement, a Competitor of the Company is defined to mean any person, business, firm, corporation or other enterprise engaged in, or about to become engaged in, the production, marketing or selling of any product or service which resembles or competes with a product or service produced, marketed or sold by the Company (or to Employee's knowledge was under development by the Company), or any of the Company's corporate affiliates or subsidiaries. (ii) During the 65 Week Period Employee's coverage will be continued under the Company's group life and group medical insurance plans (provided Employee makes required contributions); all other benefits coverage shall cease. If Employee obtains employment at any time during the 65 Week Period Company benefits coverage will cease at the time that Employee becomes eligible for benefits coverage from the new employer. During the 65 Week Period, Employee agrees to notify Company's Vice President - Human Resources in writing within ten (10) business days of commencing alternate employment and to set forth in such notice (i) the full name of Employee's new employer; (ii) Employee's title and a description of the areas of responsibility in his position with the new employer; and (iii) Employee's commencement date and the date when Employee will become eligible for benefits coverage from his new employer. 1 2 b. 22 Week Period. Company agrees to provide additional Periodic Payments (as defined below) for a period up to 22 weeks ("22 Week Period") and to continue to provide coverage under the Company's group life and group medical insurance plans (provided Employee makes required contributions) if, after reasonable efforts, Employee is unable to secure alternative employment in the 22 Week Period. During the 22 Week Period, Employee agrees to notify Company's Vice President - Human Resources in writing within five (5) business days of securing such alternative employment and to set forth in such notice (i) the full name of Employee's new employer and the date on which alternative employment will commence; (ii) Employee's title and a description of the areas of responsibility in his position with the new employer; and (iii) Employee's commencement date and the date when Employee will become eligible for benefits coverage from his new employer. Upon commencement of the alternative employment, no further 22 Week Period Periodic Payments will be made to Employee and Company benefits coverages will cease. If Employee has not secured alternative employment before the start of the 22 Week Period, Employee agrees to continue to use reasonable efforts to secure alternative employment during the 22 Week Period. c. Periodic Payments. Periodic Payments of Employee's current base salary (less required payroll taxes and other withholdings) shall be made at such times as Employee would have received salary payments had Employee continued to be employed by the Company ("Periodic Payments"). Periodic Payments will begin after the Effective Date of this Agreement, but in no event before July 31, 2001. d. The amount of Periodic Payments will count toward accrual of benefits and vesting under Campbell Soup Company's Retirement and Pension Plan for Salaried Employees and vesting under Campbell Soup Company's Savings and 401(k) Plan for Salaried Employees. e. Company agrees that, in the event of Employee's death, all remaining severance pay due under this Agreement will be paid to Employee's estate in a cash lump sum payment. 2. Release. a. Employee hereby forever releases Company and its officers, directors, shareholders, agents, employees, affiliates, subsidiaries, parent company, predecessors, successors and assigns ("Releasees"), from any and all complaints, charges, claims, liabilities, demands, debts, accounts, obligations, promises, suits, actions, causes of action, demands in law or equity, including claims for damages, attorney fees or costs, whether known or unknown, which Employee now has, or claims to have, or which Employee at any time may have had, or claimed to have, or which Employee at any time hereafter may have, or claim to have, arising at any time in the past up to and including the date of this Agreement, including, but without limiting the generality of the foregoing, any matters relating in any way to Employee's employment relationship or the termination of that employment relationship with the Company, with the exception of any rights or claims arising out of the Agreement. b. The claims, rights and obligations that Employee is releasing herein include, but are not limited to: (i) those for wrongful discharge, breach of contract, breach of implied contract, breach of implied covenant of good faith and fair dealing, and any other common law or statutory claims now or hereafter recognized; and (ii) those for discrimination (including but not limited to claims for discrimination, harassment or retaliation on account of sex, age, handicap, medical condition or disability, national origin, race, color, religion, sexual preference, or veteran status) which Employee might have or might have had under the federal Age Discrimination in 2 3 Employment Act, Title VII of the Civil Rights Act, the New Jersey Law Against Discrimination, the New Jersey Conscientious Employee Protection Act and any other federal, state or local laws prohibiting discrimination, harassment or retaliation in employment. BY SIGNING THIS AGREEMENT, EMPLOYEE AGREES TO GIVE UP, OR WAIVE, ANY RIGHTS OR CLAIMS WHICH HE MAY HAVE HAD UNDER THE AGE DISCRIMINATION IN EMPLOYMENT ACT OF 1967, 29 U.S.C. SECTION 621 ET. SEQ., OR ANY OTHER STATUTE OR OTHER LAW, WHICH ARE BASED ON ACTIONS OF CAMPBELL SOUP COMPANY, OR ITS EMPLOYEES OR AGENTS, WHICH OCCURRED UP THROUGH THE DATE THAT EMPLOYEE SIGNS THIS AGREEMENT. c. Employee further acknowledges and agrees that this Agreement shall operate as a complete bar to recovery in any and all litigation, charges, complaints, grievances or demands of any kind whatsoever now pending or now contemplated by Employee, or which might at any time be filed by Employee, including, but without limiting the generality of the foregoing, any and all matters arising out of or in any manner whatsoever connected with the matters set forth in Paragraph 2a. above. Each and all of the said claims are hereby fully and finally settled, compromised and released. d. Employee further acknowledges and agrees that neither Employee, nor any person, organization, or other entity on Employee's behalf, will file, claim, sue or cause or permit to be filed or claimed, or join in any claims, as an individual or as a class member, any action for legal or equitable relief (including damages and injunctive, declaratory, monetary or other relief), involving any matter or related in any way to Employee's employment relationship or the termination of Employee's employment relationship with the Company, or involving any continuing effects of any acts or practices that may have arisen or occurred during Employee's employment relationship with the Company. e. Nothing in this paragraph 2 is intended to operate as a release, waiver, or forfeiture of Employee's rights, and Company's obligations, under (i) any of the Company's employee benefit plans in which the Employee has been a participant, including, but not limited to, Campbell Soup Company's Retirement and Pension Plan for Salaried Employees, and Campbell Soup Company's Savings and 401(k) Plan for Salaried Employees, (ii) any health and welfare benefits to which Employee may in the future be entitled under "COBRA" or comparable federal or state law or regulation, or (iii) any state worker's compensation act or statute. Subject to the terms of paragraph B.1.a. of this Agreement, upon the termination of Employee's employment with the Company Employee's rights under the applicable employee benefit plans of the Company will be determined in accordance with the terms of those plans. 3. Inquiries. a. In the event that inquiries are made by prospective employers concerning Employee's employment with the Company, the Company will use its best efforts to refer those inquiries to the Company's Vice President - Human Resources, or his designate. 3 4 b. Employee will not take any action, or make any statement, whether orally or in writing, which, in any manner, disparages or impugns the reputation or goodwill of the Company, its Directors or officers, or other Releasees. 4. Successors and Assigns. This Agreement shall bind Company and Employee, and also all of their respective family members, heirs, administrators, representatives, successors, assigns, officers, directors, agents, employees, shareholders, affiliates, predecessors, and also all other persons, firms, corporations, associations, partnerships and entities in privity with or related to or affiliated with any such person, firm, corporation, association, partnership or entity. 5. Effect of Agreement. Employee acknowledges and agrees that this Agreement is not and shall not be construed as an admission of any violation of any federal, state, or local statute, ordinance or regulation, or of any duty or obligation the Company owes or owed to Employee, and that Employee's execution of this Agreement is a voluntary act to provide an amicable conclusion to Employee's employment relationship with the Company. 6. Cooperation. Employee agrees to fully cooperate, in a timely and good faith manner, subsequent to the Termination Date, with all reasonable requests for assistance made by the Company, relating, directly or indirectly, to any and all matters which occurred during the course of Employee's Company employment, or with which Employee was involved prior to the termination of his employment, or with which Employee became aware of during the course of his employment. Employee agrees that, should he be contacted by any third party regarding such matters, he will politely refuse to engage in any substantive communication, discontinue such contact as soon as practicable, immediately advise the Company's Senior Vice President-Law and Public Affairs of that contact. Employee agrees not to initiate any contact with any third party regarding the aforementioned matters, unless specifically requested to do so by the Company. Upon the submission of proper documentation, Company will reimburse Employee for all reasonable expenses incurred by him as a result of such requests for assistance. 7. Confidentiality of Proprietary Information. Employee acknowledges and agrees that in the course of his employment with the Company Employee has acquired confidential or proprietary information relating to the business of the Company and/or its affiliates. Employee expressly agrees that he will keep secret and safeguard all such information, and will not, at any time, in any form or manner, directly or indirectly, divulge, disclose or communicate to any person, firm, corporation, or other entity any such information without the direct written authority of the Company. This Agreement incorporates by reference all of the provisions of the Nonqualified Stock Option and Non-Competition Agreement between the Company and Employee executed as of June 26, 1997 ("Non-Competition Agreement"). Employee agrees that Employee's obligations relating to Non-Competition, No Business Diversion and No Employee Solicitation under the provisions of the Non-Competition Agreement shall remain in effect through April 25, 2003. The parties hereby stipulate that, as between them, the matters addressed in this paragraph and in the Non-Competition Agreement are material and gravely affect the effective and successful conduct of the business of the Company, and its goodwill, and that notwithstanding anything to the contrary set forth herein, the Company is entitled to an injunction by any competent court to enjoin and restrain the unauthorized disclosure of such confidential information or the breach or threatened breach of the Non-Competition Agreement. 4 5 8. Return of Company Property. a. Upon signing this Agreement, Employee agrees to return to the Company any office, desk and file keys, Company identification pass cards, Company-provided credit cards issued to Employee, and any other Company property in the possession of Employee or his agents on or before July 31, 2001. Employee acknowledges and represents that he has surrendered and delivered to the Company all files, papers, data, documents, lists, charts, photographs, computer records, discs or any other records, relating in any manner to the business activities of the Company or its affiliates, which were created, produced, reproduced or utilized by the Company, or any of the Releasees, or by Employee during the term of Employee's employment relationship with the Company. b. Employee also agrees to repay any monies owed to the Company, including loans, advances, charges or debts incurred by the Employee, or any other amounts owed to the Company, on or before the Effective Date of the Agreement. 9. Competency of Employee. Employee acknowledges, warrants, represents and agrees that in executing and delivering this Agreement, he does so freely, knowingly and voluntarily and that he is fully aware of the contents and effect thereof and that such execution and delivery is not the result of any fraud, duress, mistake or undue influence whatsoever. 10. Unknown or Mistake in Facts. It is acknowledged and understood by the parties that the facts with respect to this Agreement as given may hereafter turn out to be other than or different from the facts in that connection now known to them or believed by them to be true, and the parties therefore expressly assume the risk of the facts being different and agree that this Agreement shall be in all respects effective and not subject to termination or rescission by any such difference in facts. In addition, it is acknowledged, understood and agreed by Employee that should the Company discover that Employee has breached his fiduciary obligations to the Company (or any affiliated corporate entity), engaged in any unethical, dishonest or fraudulent act which affects, or has affected the Company (or any affiliated corporate entity), or committed any act previously unknown to the Company which would constitute grounds for discharge for cause, that Company reserves the right, in its sole discretion, to terminate or suspend all payments or benefits remaining to be paid by the Company under this Agreement. In addition, the Company may seek all other remedies and relief allowed by law. 11. Savings Clause. It is acknowledged and agreed by the parties that should any provision of this Agreement be declared or be determined to be illegal or invalid by final determination of any court of competent jurisdiction, the validity of the remaining parts, terms or provisions of this Agreement shall not be affected thereby, and the illegal or invalid part, term or provision shall be deemed not to be a part of this Agreement. 12. Enforcement. The parties expressly agree that this Agreement constitutes a binding contract. If Employee breaches any term of this Agreement, or violates any of his obligations under this Agreement or the Non-Competition Agreement, the Company may, at its option, terminate or suspend all payments or benefits remaining to be paid by the Company under this Agreement. In addition, the Company may seek all other remedies and relief allowed by law. 5 6 13. Addendum. The Addendum attached to this Agreement, and signed by the parties, is incorporated within and made a part of this Agreement. 14. Effective Date. It is acknowledged and agreed by the parties that Employee has had twenty-one (21) days to consider this Agreement before signing it. Further, Employee has the right to revoke this Agreement within eight (8) days after signing and returning this Agreement to the Company. This Agreement will not become effective or enforceable, and employee will not receive any of the severance pay and benefits described in this Agreement, until the eight (8) day revocation period has run, and Employee notifies the Company, in writing, that he has elected not to revoke this Agreement (the "Effective Date"). 15. Employee Rights. Employee acknowledges, represents and agrees to the following: a. HE HAS BEEN ADVISED, IN WRITING, TO READ THIS ENTIRE AGREEMENT CAREFULLY, AND TO CONSULT WITH AN ATTORNEY OF HIS CHOICE PRIOR TO SIGNING THIS AGREEMENT; b. He was given at least twenty-one (21) days to consider this Agreement before signing it; c. He was advised, in writing, that he had a full eight (8) days after he signed this Agreement to revoke it, and that this Agreement would not become effective until that eight (8) day revocation period had run and he had notified Company, in writing, that he has elected not to revoke this Agreement; d. He carefully read this Agreement prior to signing it, and that he fully understands this Agreement; e. He understands and agrees that he will receive severance pay and benefits in exchange for signing this Agreement, and that he would not have received severance pay and benefits if he had not signed this Agreement; f. EMPLOYEE UNDERSTANDS THAT, BY SIGNING THIS AGREEMENT, HE WILL LOSE HIS RIGHT TO SUE CAMPBELL SOUP COMPANY, OR ANY OF ITS EMPLOYEES OR AGENTS, FOR ANY VIOLATION OF THE AGE DISCRIMINATION IN EMPLOYMENT ACT (THE FEDERAL LAW WHICH PROHIBITS DISCRIMINATION ON THE BASIS OF AGE), OR ANY OTHER STATUTE OR OTHER LAW; and g. He has signed this Agreement voluntarily. 16. Entirety of Agreement; Modifications. Employee acknowledges and agrees that this Agreement, and the attached Addendum, contain the entire agreement and understanding concerning the subject matter between Employee and the Company, and that they supersede and replace all prior agreements concerning the subject matter of this Agreement, whether written or oral, except for the Non-Competition Agreement referred to in paragraph 7 of this Agreement, which is incorporated by reference. Employee also represents that he has not executed this instrument in reliance on any promise, representation or statement not contained herein. This Agreement may not be modified except by a writing signed by Employee and an authorized representative of the Company. 6 7 17. Governing Law. The parties agree that this Agreement shall be governed and construed in accordance with the laws of the State of New Jersey without giving effect to the conflict of law principles. The parties further irrevocably agree that any disputes or issues arising from or related to this Agreement shall be brought only in the federal or state court in Camden, New Jersey, and both parties irrevocably agree to personal jurisdiction and venue in such New Jersey courts. 18. Attorney's Fees. Employee agrees that if the Company prevails in any suit or proceeding under this Agreement, Employee will pay Company all of the Company's attorney's fees, costs and expenses incurred in connection with such suit or proceeding or the enforcement of the Company's rights under this Agreement. This Agreement was entered into in the State of New Jersey. Employee Company /s/ F. Martin Thrasher /s/ Douglas R. Conant Date: May 16, 2001 By: Douglas R. Conant Title: President and CEO Date: May 14, 2001 7 8 EMPLOYEE: PLEASE SELECT AND COMPLETE ONE OF THE PARAGRAPHS BELOW. I, _______________, have read all of the terms of this Agreement. I have been informed by the Company that I have the right to consult with an attorney who is not associated with the Company. I have been given sufficient time and opportunity to consult with an attorney, and I have voluntarily chosen not to do so. I understand the terms of this Agreement, including the fact that my employment relationship with the Company is permanently ended, and that the Agreement releases the Company forever from any legal action arising from my employment relationship with or my separation from the Company. Employee Date: Prior to signing this Agreement I, F. Martin Thrasher, consulted William H. Schorling, Esq., at the law firm of Klett Rooney Lieber & Schorling located at Two Logan Square, Philadelphia, Pennsylvania, who reviewed the Severance Agreement and General Release and provided advice to me. I understand the terms of this Agreement, including the fact that my employment relationship with the Company is permanently ended, and that the Agreement releases the Company forever from any legal action arising from my employment relationship with or my separation from the Company. Employee /s/ F. Martin Thrasher Date: May 16, 2001 8 9 ADDENDUM SEVERANCE AGREEMENT AND GENERAL RELEASE BETWEEN CAMPBELL SOUP COMPANY AND F. MARTIN THRASHER 1. Employee will be eligible for WIN Plan participation for fiscal 2001, as determined in accordance with the terms of Campbell Soup Company's Management Worldwide Incentive Plan. Employee understands and agrees that any award of compensation which is payable under this Plan will be at the sole discretion of the Compensation and Organization Committee of the Company's Board of Directors ("Compensation Committee") which is permitted to make performance related reductions in bonus payments. Decisions regarding bonus awards are normally made at the end of September. 2. Employee was granted 50,833 Restricted Performance Shares (RPS's) under Campbell Soup Company's 1994 Long-Term Incentive Plan, as amended (1994 LTIP), for the period of fiscal years 2000 through 2002. At Termination Date, the Employee's RPS's shall immediately be reduced by proration for that portion of the three-year restriction period during which Employee will not be a Company employee. After the Termination Date and for the remainder of the RPS performance period, the Employee will receive dividends on the amount of the prorated award of 32,500 RPS's. Employee will be entitled, subsequent to the July 31, 2002, to the delivery of such number of the remaining RPS's that equal the greater of (i) the prorated 32,500 RPS's earned pursuant to the applicable performance criteria; or (ii) 50% of 32,500, as determined in accordance with provisions of the 1994 LTIP. Employee will not be eligible for any LTPP Plus award. Any payment Employee may receive under 1994 LTIP will be at the sole discretion of the Compensation Committee, which is permitted to make further reductions in RPS's earned based on Employee's contributions during the restriction period. Applicable federal, state and local taxes will be withheld from the payment of any RPS award. In the event of any conflict between this Addendum and the 1994 LTIP, the 1994 LTIP will govern. 3. Pursuant to the Agreement to Irrevocably Exchange Stock Options for Time-Lapse Restricted Stock dated as of January 12, 2001, after the Employee's Termination Date (JULY 31, 2001) the Employee shall immediately be entitled to the elimination of the restrictions on 5,820 time-lapse restricted shares and the remaining 17,897 time-lapse restricted shares shall be immediately forfeited. 4. Company will permit Employee to exercise, in accordance with the relevant plan and related agreements, any previously-granted unexercised stock options on or before the earlier of the expiration date of the options or three years from Employee's Termination Date (JULY 31, 2004), provided that such options are, by their terms, exercisable on Employee's Termination Date. In the event of Employee's death, the special rules set forth in the relevant plan shall govern. In the event of any conflict between this Addendum and the relevant plan and related agreements, the relevant plan and related agreements will govern. 5. On May 25, 2000, Employee was granted 40,000 time-lapse restricted shares that were to vest on May 25, 2002. In accordance with the term of the Time-Lapse Restricted Stock Agreement dated as of May 25, 2000, these restricted shares would be forfeited as of the 2 10 Termination Date (JULY 31, 2001). The Company agrees that 23,320 of the time-lapse restricted shares shall vest on July 31, 2001 and the restrictions on such 23,320 restricted shares shall be deemed to have lapsed. This amount of 23,320 is based upon the portion of the restriction period during which Employee will be a Company employee. After the Termination Date Employee shall immediately be entitled to the elimination of the restrictions on the 23,320 time-lapse restricted shares, provided Employee does not violate the terms of this Agreement in any material respect. The remaining 16,680 time-lapse restricted shares shall be immediately forfeited. 6. Employee will not be eligible for any additional awards under the 1994 Long-Term Incentive Plan. 7. All fully vested investment account balances held for the account of Employee in Campbell Soup Company's Deferred Compensation Program ("Program") will be distributed in accordance with Employee's applicable Distribution Election form or, if Employee has not made a valid election, in accordance with the default distribution provisions in the Program. Applicable federal, state and local taxes will be withheld from the payment of any installment amounts from Employee's deferral account. 8. Employee will be entitled to allowable benefits under the Company's Personal Choice Program through JULY 31, 2001. 9. Employee will be provided with outplacement assistance, at a level and manner as determined by the Company. 10. Employee will vest in and be eligible for pension benefits pursuant to the Company's Mid-Career Hire Pension Plan and the Company's Retirement and Pension Plan for Salaried Employees Employee Company /s/ F. Martin Thrasher /s/ Douglas R. Conant Date: May 16, 2001 By: Douglas R. Conant Title: President and CEO Date: May 14, 2001 3 EX-13 5 w53808ex13.txt PAGES 31-54 FROM CAMPBELL'S SOUP 2001 ANNUAL REP. 1 Exhibit 13 Management's Discussion and Analysis of Results of Operations and Financial Condition Results of Operations OVERVIEW Net earnings for 2001 were $649 million ($1.55 per share). (All earnings per share amounts included in Management's Discussion and Analysis are presented on a diluted basis.) The 2001 results include a restructuring charge and related costs of approximately $15 million pre-tax ($.03 per share after tax) associated with the manufacturing reconfiguration of the Arnotts business. Pre-tax charges of $10 million were classified as a Restructuring charge and $5 million were classified as Cost of products sold. Net earnings in 2001 also included an approximate $.03 per share dilutive impact from the European soup and sauce brands acquisition. Excluding the impact of the costs associated with the manufacturing reconfiguration, net earnings declined 8% and earnings per share declined 4%. The decline in earnings was due to higher marketing expenses, interest expense and corporate expenses. Comparisons to 1999 earnings are impacted by a fourth quarter 1999 pre-tax restructuring charge of $36 million, net of a $5 million reversal of a 1998 charge ($27 million after tax or $.06 per share). In addition, the results for 1999 included certain fourth quarter non-recurring costs of $22 million ($15 million after tax or $.03 per share). The non-recurring costs were related to the restructuring program, unusual costs of terminated acquisition studies and expenses associated with certain supply chain initiatives. Excluding the impact of the restructuring charge, net earnings in 2000 declined 6% and earnings per share declined 2% as compared to 1999. Excluding both the restructuring charge and non-recurring costs, earnings per share declined 4%. The 2000 earnings performance was largely driven by a 3% decline in shipments of U.S. soups. In 2001, financial results for all reported periods were restated to conform to the requirements of the Emerging Issues Task Force (EITF) Issue No. 00-10 "Accounting for Shipping and Handling Fees and Costs." Shipping and handling costs of $207 million in 2001, $199 million in 2000, and $202 million in 1999 were reclassified from a Net sales deduction to Cost of products sold. SALES Sales increased 3% in 2001 to $6.7 billion from $6.5 billion. The increase was attributed to a 5% increase due to volume and mix, 1% from the acquisition, offset by a 3% decrease due to currency. Sales in 2000 declined 2% to $6.5 billion from $6.6 billion. The decline was attributed to decreases of 2% due to volume and mix, 1% due to currency and 1% due to divestitures, offset by a 2% increase in selling prices. An analysis of net sales by segment follows:

% Change 2001/ 2000/ (millions) 2001 2000 1999 2000 1999 ---------- ---- ---- ---- ---- ---- Soup and Sauces $ 4,539 $ 4,393 $ 4,515 3 (3) Biscuits and Confectionery 1,613 1,542 1,505 5 2 Away From Home 573 565 535 1 6 Other 4 28 132 Intersegment (65) (62) (61) ------- ------- ------- ------- ------- $ 6,664 $ 6,466 $ 6,626 3 (2) ======= ======= ======= ======= =======

The 3% increase in sales from Soup and Sauces in 2001 versus 2000 was due to a 3% increase from volume and mix, 2% from the acquisition, offset by a 2% decline due to currency. In the U.S., soup volume increased 6% over the prior year. This performance was driven by a 5% increase in consumer purchases, led by condensed Chicken Noodle, Tomato, and Cream of Mushroom and ready-to-serve varieties including Campbell's Chunky, Select, and the new ready-to-serve Red and White line. Worldwide wet soup volume increased 5%, led by the U.S. performance and contributions from Canada, Germany, the United Kingdom, and Australia. Beyond soup, sales of prepared foods, including Franco-American products, and beverages, particularly V8 Splash, declined in highly competitive categories. Sales of Prego spaghetti sauce and Pace salsa increased modestly. The 3% decline in sales from Soup and Sauces in 2000 versus 1999 was primarily due to a 2% decrease in worldwide wet soup volume, driven by a 4% decline in U.S. soup consumer purchases. International shipments declined 1%, primarily due to under-performance in the United Kingdom and Canada, offset by growth in Australia, Germany, and France. Total beverage sales decreased due to consumer purchase declines for V8 Splash. Sales of U.S. sauces and prepared foods also declined over the prior year. Sales from Biscuits and Confectionery increased 5% in 2001 versus 2000 due to a 9% increase from volume and mix, 1% from higher selling prices, offset by a 5% decline from currency, primarily the Australian dollar. The entire portfolio contributed to the volume gains. Pepperidge Farm cookies, crackers, fresh bread and frozen products all demonstrated improvements in sales volume. Arnott's Tim Tams, Shapes and Kettle chips contributed to the growth in sales. Godiva reported a double-digit increase in sales due to new store openings and increased comparable store sales. - 31 - 2 Management's Discussion and Analysis of Results of Operations and Financial Condition Sales from Biscuits and Confectionery increased 2% in 2000 compared to 1999 primarily due to the performance of the core cracker business of Arnotts in Australia and Godiva Chocolatier, offsetting softness of Pepperidge Farm bakery products. Godiva recorded double-digit sales growth, due in part to new store openings. Away From Home reported a 1% increase in sales in 2001 compared to 2000 driven by growth in frozen soup and sauces, offset by declines in lower margin bakery products and frozen entrees. Sales in 2000 grew 6% in Away From Home compared to 1999 behind growth in the core soup business through the expansion of Campbell's branded soup in university cafeterias, convenience stores and other outlets. The decline in sales from Other in 2001 versus 2000 was due to the divestiture of MacFarms in April 2000. The decline in 2000 as compared to 1999 was due to the divestiture of Fresh Start Bakeries, Inc. in May 1999 and MacFarms in April 2000. GROSS MARGIN Gross margin, defined as Net sales less Cost of products sold, increased by $159 million in 2001 due to the increase in sales. As a percent of sales, gross margin was 52.8% in 2001, 51.9% in 2000, and 50.9% in 1999. The improvement in gross margin percentage in 2001 was due to cost productivity programs and favorable sales mix. The increase in 2000 was due principally to higher selling prices, cost savings generated from global procurement initiatives and continued productivity gains in manufacturing facilities, which offset the adverse mix impact resulting from declines in U.S. wet soup volume. MARKETING AND SELLING EXPENSES Marketing and selling expenses as a percent of sales were 26.5% in 2001, 25.1% in 2000, and 24.7% in 1999. The increase in 2001 was due to an increase in advertising behind core U.S. brands, principally U.S. soup, and incremental selling costs associated with new store openings in the Godiva Chocolatier business. The increase in 2000 was also primarily due to incremental selling costs associated with new stores in the Godiva Chocolatier business. GENERAL AND ADMINISTRATIVE EXPENSES Administrative expenses as a percent of sales increased to 5.6% in 2001 from 4.9% in 2000. The increase was due to higher compensation costs and costs associated with infrastructure enhancements. In 2000, Administrative expenses increased to 4.9% of Net sales from 4.6% in 1999 primarily due to higher compensation costs and costs associated with the Away From Home infrastructure. Research and development expenses as a percent of sales remained unchanged. Other expenses increased in 2001 as compared to 2000 primarily due to higher stock-based incentive compensation costs and slightly higher amortization expense. The increase from 1999 to 2000 was also due to higher incentive compensation costs. OPERATING EARNINGS Segment operating earnings were relatively flat with 2000, excluding the costs associated with the Australian manufacturing strategy and before the impact of currency. Operating earnings as reported in 2000 declined 2%. In 2000, segment operating earnings declined 3%, excluding the 1999 net restructuring charge. An analysis of operating earnings by segment follows:

% Change 2001/ 2000/ (millions) 2001(1) 2000 1999(2) 2000 1999 ---------- ---- ---- ---- ---- ---- Soup and Sauces $ 1,052 $ 1,081 $ 1,082 (3) - Biscuits and Confectionery 206 213 215 (3) (1) Away From Home 58 53 57 9 (7) Other 1 - (5) -------- -------- -------- -------- -------- 1,317 1,347 1,349 (2) - Corporate (123) (82) (79) -------- -------- -------- $ 1,194 $ 1,265 $ 1,270 ======== ======== ======== (1) Contributions to earnings by the Biscuits and Confectionery segment in 2001 included the effect of pre-tax costs of $15 associated with the Australian manufacturing reconfiguration strategy. (2) Contributions to earnings by segment included the effect of a fourth quarter 1999 pre-tax restructuring charge of $36, net of a $5 reversal of a prior period restructuring charge, as follows: Soup and Sauces - $22, Biscuits and Confectionery - $1, and Other - $13.

The following commentary on comparisons of segment operating earnings excludes the 2001 and 1999 restructuring related charges. Earnings from Soup and Sauces declined 3% in 2001 due to increased marketing investments, primarily in U.S. soup and beverage products, partially offset by sales volume growth. Earnings declined 2% before the impact of currency. Earnings from Soup and Sauces declined 2% in 2000, excluding the 1999 net restructuring charge, due primarily to the decline in U.S. wet soup sales, combined with declines in Pace, Franco-American, and beverages. - 32 - 3 Management's Discussion and Analysis of Results of Operations and Financial Condition In 2001, earnings from Biscuits and Confectionery increased 9% before the impact of currency and excluding the impact of the Australian manufacturing reconfiguration costs. Reported earnings increased 4% before the impact of Australian manufacturing reconfiguration costs. The increase was due to higher sales volume across the portfolio. In 2000, earnings from Biscuits and Confectionery declined 1% primarily due to increased marketing costs behind the Pepperidge Farm Goldfish brand, offset by an increase in earnings from Arnotts and Godiva. Earnings from Away From Home increased 9% in 2001 due to improved product mix, with increased sales in soup and sauces offset by declines in lower margin bakery and frozen entree products, and improved manufacturing costs, particularly at the Stockpot facility. Earnings from Away From Home declined 7% in 2000 due to higher costs associated with the new Stockpot manufacturing facility and increased investment in growth initiatives. Earnings from Other, excluding the 1999 net restructuring charge, declined in 2000 due to the divestitures of Fresh Start Bakeries, Inc. in May 1999 and MacFarms in April 2000. Corporate expenses increased in 2001 primarily due to an increase in incentive compensation costs and costs associated with infrastructure enhancements. The increase in corporate expenses in 2000 from 1999 was also due primarily to an increase in compensation costs. NON-OPERATING ITEMS Interest expense increased 11% in 2001 due to higher debt balances resulting from the financing of the acquisition of European soup and sauce brands and capital share repurchases, partially offset by lower average interest rates. Interest expense increased 8% in 2000 versus 1999 due to an increase in interest rates during the period, primarily on commercial paper. The effective tax rate was 34.2% in 2001 versus 33.7% in 2000. The 2000 rate was favorably impacted by a lower effective rate on foreign earnings, primarily driven by a reduction in the Australian statutory rate. The 1999 effective tax rate was 34%. Excluding the restructuring charges, the effective tax rate was 33.7% in 1999. The 1999 rate was favorably impacted by a federal tax refund recorded during the year. RESTRUCTURING PROGRAMS A restructuring charge of $10 million ($7 million after tax) was recorded in the fourth quarter 2001 for severance costs associated with the reconfiguration of the manufacturing network of Arnotts in Australia. Costs of approximately $5 million ($4 million after tax) were also recorded in 2001 as Cost of products sold, representing accelerated depreciation on assets to be taken out of service. This program is designed to drive greater manufacturing efficiency and will result in the closure of the Melbourne plant. The company expects to incur an additional $20 - $25 million pre-tax costs during 2002 related to this program for accelerated depreciation, employee benefit costs and other one-time expenses. The expected net cash outflows related to this program will not have a material impact on the company's liquidity. As a result of this reconfiguration, the company expects annual pre-tax cost savings of approximately $10 million, beginning in fiscal 2003. Approximately 550 jobs will be eliminated due to the plant closure. A restructuring charge included in earnings from continuing operations of $41 million ($30 million after tax or $.07 per share) was recorded in the fourth quarter 1999 to cover the costs of a restructuring and divestiture program approved in July 1999 by the company's Board of Directors. This charge related to the streamlining of certain North American and European production and administrative facilities and the anticipated loss on a divestiture of a non-strategic business with annual sales of approximately $25 million. The restructuring charge included approximately $20 million in cash charges primarily related to severance and employee benefit costs. The remaining balance included non-cash charges related to the disposition of plant assets and the divestiture. The company has completed this restructuring and divestiture program. A $5 million ($3 million after tax or $.01 per share) reversal of the 1998 restructuring charge was also recorded in the fourth quarter of 1999. The reversal reflected the net impact of changes in estimates and modifications to the original program. The initial charge for the third quarter 1998 program was $262 million ($193 million after tax or $.42 per share). This program was designed to improve operational efficiency by rationalizing certain U.S., European and Australian production and administrative facilities and divesting non-strategic businesses. This program was completed by the second quarter 2000. See Note 4 to the Consolidated Financial Statements for further discussion of these programs. - 33 - 4 Management's Discussion and Analysis of Results of Operations and Financial Condition Liquidity and Capital Resources Strong cash flows from operations and interest coverage demonstrate the company's financial strength. CASH FLOWS FROM OPERATIONS provided $1.1 billion in 2001, compared to $1.2 billion in 2000. The decrease was primarily due to lower net earnings. Net cash flows from operations in 2000 increased to $1.2 billion from $954 million in 1999 due primarily to improvements in working capital. Over the last three years, operating cash flows totaled over $3 billion. This cash generating capability provides the company with substantial financial flexibility in meeting operating and investing needs. CAPITAL EXPENDITURES were $200 million in 2001 and 2000 and $297 million in 1999. Capital expenditures are projected to be approximately $300 million in 2002 due to planned process improvements, product quality enhancements and innovation. BUSINESSES ACQUIRED in 2001 represented the purchase of the European soup and sauce brands in May 2001. In 1999, the company acquired the Stockpot premium refrigerated soup business. SALE OF BUSINESSES represented the divestiture of MacFarms in 2000 and Fresh Start Bakeries, Inc. in 1999. LONG-TERM BORROWINGS in 2001 included both a three-year floating rate loan, which funded the purchase of 11 million shares under forward stock purchase contracts for approximately $521 million in December 2000, and the issuance of $500 million 6.75% notes due February 2011. The company also entered into ten-year interest rate swap contracts with a notional value of $250 million in connection with this issuance. The proceeds of the 6.75% notes were used primarily to repay short-term borrowings. There were no new long-term borrowings in 2000. Long-term borrowings in 1999 represented the issuance of $300 million 4.75% notes due October 2003. The company filed a shelf registration statement with the Securities and Exchange Commission for $1.0 billion of debt, which was declared effective in May 2001, bringing total capacity available under registration statements to $1.1 billion. In September 2001, the company issued $300 million seven-year 5.875% fixed rate notes under the shelf. The proceeds were used to repay short-term borrowings. In conjunction with the issuance of these notes, the company also entered into a seven-year interest rate swap contract, which converted $75 million of the fixed-rate interest obligations to variable rate debt. The company has financial resources available, including committed lines of credit totaling approximately $2.3 billion, and has ready access to financial markets around the world. The pre-tax interest coverage ratio was 5.5 for 2001 compared to 6.2 for 2000 and 6.9 for 1999. The ratios exclude the impact of the Australian manufacturing reconfiguration costs in 2001 and the net restructuring charge in 1999. DIVIDEND PAYMENTS decreased 3% to $374 million in 2001, compared to $384 million in 2000, due to lower shares outstanding as a result of the share repurchase program. Dividends declared in 2001 and 2000 totaled $.90 per share and $.885 in 1999. The 2001 fourth quarter rate was $.225 per share. The expected annual dividend rate for 2002 is $.63. CAPITAL STOCK REPURCHASES totaled 14.3 million shares at a cost of $618 million during 2001, compared to repurchases of 10.7 million shares at a cost of $394 million in 2000. In 2001, the strategic share repurchase plan was suspended. The company expects to continue to repurchase shares to offset the impact of dilution from shares issued under incentive stock compensation plans. TOTAL ASSETS increased 14% to $5.9 billion in 2001 primarily due to an increase in intangible assets as a result of the European soup and sauce brands acquisition. TOTAL LIABILITIES increased to $6.2 billion from $5.1 billion in 2000 principally due to higher debt levels. TOTAL SHAREOWNERS' EQUITY on a book basis declined from $137 million in 2000 to $(247) million in 2001 primarily due to continued share repurchases. Inflation Inflation during recent years has not had a significant effect on the company. The company mitigates the effects of inflation by aggressively pursuing cost productivity initiatives, including global procurement strategies, and managing capital investments in its manufacturing and administrative facilities. Market Risk Sensitivity The principal market risks to which the company is exposed are changes in interest rates and foreign currency exchange rates. In addition, the company is exposed to equity price changes related to certain employee compensation obligations. The company manages its exposure to changes in - 34 - 5 Management's Discussion and Analysis of Results of Operations and Financial Condition interest rates by optimizing the use of variable-rate and fixed-rate debt and by utilizing interest rate swaps in order to maintain its variable-to-total debt ratio within targeted guidelines. International operations, which accounted for approximately 25% of 2001 net sales, are concentrated principally in Germany, France, the United Kingdom, Canada and Australia. The company manages its foreign currency exposures by borrowing in various foreign currencies and utilizing cross-currency swaps, forward contracts, and options. Swaps and forward contracts are entered into for periods consistent with related underlying exposures and do not constitute positions independent of those exposures. The company does not enter into contracts for speculative purposes and does not use leveraged instruments. The company principally uses a combination of purchase orders and various short- and long-term supply arrangements in connection with the purchase of raw materials, including certain commodities and agricultural products. On occasion, the company may also enter into commodity futures contracts, as considered appropriate, to reduce the volatility of price fluctuations for commodities such as corn, soybean meal and cocoa. At July 29, 2001 and July 30, 2000, the notional values and unrealized gains or losses on commodity futures contracts held by the company were not material. The information below summarizes the company's market risks associated with debt obligations and other significant financial instruments as of July 29, 2001. Fair values included herein have been determined based on quoted market prices. The information presented below should be read in conjunction with Notes 16 and 18 to the Consolidated Financial Statements. The table below presents principal cash flows and related interest rates by fiscal year of maturity for debt obligations. Variable interest rates disclosed represent the weighted-average rates of the portfolio at the period end. Notional amounts and related interest rates of interest rate swaps are presented by fiscal year of maturity. For the swaps, variable rates are the average forward rates for the term of each contract. EXPECTED FISCAL YEAR OF MATURITY

There- Fair (US$ equivalents in millions) 2002 2003 2004 2005 2006 after Total Value ----------------------------- ----- ----- ------- ----- ----- -------- -------- ----- DEBT Fixed rate $ 6 $ 300 $ 400(1) $ 1 $ 1 $ 1,013 $ 1,721 $1,795 Weighted average interest rate 5.79% 6.15% 4.97% 9.0% 9.0% 7.23% 6.51% --------- -------- ---------- -------- -------- ----------- ----------- ------ Variable rate $ 1,800 $ 528 $ 2,328 $2,328 Weighted average interest rate 4.35% 4.68% 4.43% --------- -------- ---------- -------- -------- ----------- ----------- ------ INTEREST RATE SWAPS Fixed to variable $ 250(2) $ 250(2) $ 5 Average pay rate 6.47% 6.47% Average receive rate 6.75% 6.75% --------- -------- ---------- -------- -------- ----------- ----------- ------ (1) $100 million callable in 2002. (2) Hedges 6.75% notes due 2011. As of July 30, 2000, fixed-rate debt of approximately $1.3 billion with an average interest rate of 6.47% and variable-rate debt of approximately $1.8 billion with an average interest rate of 6.57% were outstanding. There were no interest rate swaps outstanding at July 30, 2000.

The company is exposed to foreign currency exchange risk related to its international operations, including net investments in subsidiaries and subsidiary debt which is denominated in currencies other than the functional currency of those businesses. The following table summarizes the cross-currency swap outstanding as of July 29, 2001, which hedges such an exposure. The notional amount of the currency and the related weighted-average forward interest rate are presented in the Cross-Currency Swap table. CROSS-CURRENCY SWAP

(US$ equivalents Interest Notional Fair in millions) Expiration Rate Value Value ------------ ---------- ---- ----- ----- Pay variable FrF 4.88% Receive variable US$ 2003 4.21% $110 $ 25 The cross-currency contracts outstanding at July 30, 2000 also included a pay fixed DM/receive fixed US$ contract with a notional value of $107 million. This contract matured in 2001. The aggregate fair value of all contracts was $22 million as of July 30, 2000.

The company is also exposed to foreign exchange risk as a result of transactions in currencies other than the functional - 35 - 6 Management's Discussion and Analysis of Results of Operations and Financial Condition currency of certain subsidiaries, including subsidiary debt. The company utilizes foreign currency forward purchase and sale contracts in order to hedge these exposures. The table below summarizes the foreign currency forward contracts outstanding and the related weighted-average contract exchange rates as of July 29, 2001. FORWARD EXCHANGE CONTRACTS

Average (US$ equivalents Contract Contractual in millions) Amount Exchange Rate ------------ ------ ------------- Receive USD/Pay GBP $ 424 1.41 Receive USD/Pay Euro $ 292 0.86 Receive USD/Pay SEK $ 90 10.63 Receive CAD/Pay USD $ 35 0.65 Receive Euro/Pay GBP $ 17 0.62 Receive USD/Pay JPY $ 6 118 Receive AUD/Pay NZD $ 5 0.83 Receive GBP/Pay AUD $ 5 2.66 The company had an additional $6 million in a number of smaller contracts to purchase or sell various other currencies, such as the euro, Australian dollar, Japanese yen, and Swiss franc, as of July 29, 2001. The aggregate fair value of all contracts was $(7) million as of July 29, 2001. Total forward exchange contracts outstanding as of July 30, 2000 were $236 million with a fair value of $(3) million.

The company had swap contracts outstanding as of July 29, 2001, which hedge a portion of exposures relating to certain employee compensation liabilities linked to the total return of the Standard & Poor's 500 Index or to the total return of the company's capital stock. Under these contracts, the company pays variable interest rates and receives from the counterparty either the Standard & Poor's 500 Index total return or the total return on company capital stock. The notional value of the contracts that include the return on the Standard & Poor's 500 Index was $28 million at July 29, 2001 and $29 million at July 30, 2000. The average forward interest rate applicable to the contract which expires in 2002 was 4.52% at July 29, 2001. The notional value of the contract that includes the total return on company capital stock was $32 million at July 29, 2001 and $50 million at July 30, 2000. The average forward interest rate applicable to this contract, which expires in 2003, was 4.37% at July 29, 2001. The net cost to settle these contracts was $17 million at July 29, 2001 and $25 million at July 30, 2000. Gains and losses on the contracts are recognized as adjustments to the carrying value of the underlying obligations. The company's utilization of financial instruments in managing market risk exposures described above is consistent with the prior year. Changes in the portfolio of financial instruments are a function of the results of operations, market effects and the company's acquisition and divestiture activities. New Accounting Pronouncements In June 1998, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards (SFAS) No. 133 "Accounting for Derivative Instruments and Hedging Activities." The company adopted this statement, as amended by SFAS No. 137 and No. 138, in the first quarter 2001. The cumulative effect of adoption was not material. The standard required that all derivative instruments be recorded on the balance sheet at fair value. Changes in the fair value of derivatives are recorded in earnings or other comprehensive income, based on whether the instrument is designated as part of a hedge transaction and, if so, the type of hedge transaction. In September 2000, the Emerging Issues Task Force (EITF) reached a final consensus on Issue No. 00-10 "Accounting for Shipping and Handling Fees and Costs" that such costs cannot be reported as a reduction of revenue. The consensus was effective in the fourth quarter 2001. Shipping and handling costs of approximately $200 million were reclassified from Net sales to Cost of products sold for all periods presented. The reclassifications had no impact on net earnings or earnings per share. The EITF has recently addressed several topics related to the classification and recognition of certain promotional expenses. In May 2000, the EITF issued a consensus on Issue No. 00-14 "Accounting for Certain Sales Incentives." This Issue addresses the recognition, measurement and income statement classification of certain sales incentives, including discounts, coupons, and free products. In April 2001, the EITF reached a consensus on Issue No. 00-25 "Vendor Income Statement Characterization of Consideration Paid to a Reseller of the Vendor's Products" and delayed the implementation date of Issue No. 00-14 to coincide with the effective date of Issue No. 00-25. Under these Issues, the EITF concluded that certain consumer and trade sales promotion expenses, such as coupon redemption costs, cooperative advertising programs, new product introduction fees, feature price discounts and in-store display incentives, should be classified as a reduction of sales rather than as marketing expenses. The company will adopt this accounting guidance in the first quarter 2002. The company has historically classified certain costs covered by the provisions of Issues No. 00-14 and 00-25 as promotional expenses within Marketing and selling expenses. The company is continuing to evaluate the impact of the new accounting guidance and expects that certain costs historically - 36 - 7 Management's Discussion and Analysis of Results of Operations and Financial Condition recorded as Marketing and selling expenses will be reclassified as a reduction of sales. Based on historical information, annual net sales as currently reported could be reduced by approximately 12% to 13%. Prior period amounts will be restated upon adoption. As reclassifications, these changes will not affect the company's financial position or earnings. In July 2001, the Financial Accounting Standards Board issued SFAS No. 141 "Business Combinations" and SFAS No. 142 "Goodwill and Other Intangible Assets." In addition to requiring that all business combinations be accounted for under the purchase method, SFAS No. 141 requires intangible assets that meet certain criteria to be recognized as assets apart from goodwill. The provisions of SFAS No. 142 indicate that goodwill and indefinite life intangible assets should no longer be amortized but rather be tested for impairment annually. Intangible assets with a finite life shall continue to be amortized over the estimated useful life. SFAS No. 141 is effective for business combinations initiated after June 30, 2001. SFAS No. 142 is effective for fiscal years beginning after December 15, 2001. Earlier adoption is permitted for companies with fiscal years beginning after March 15, 2001 provided that the first interim financial statements have not been issued. The elimination of amortization is to be applied on a prospective basis and prior periods are not to be restated. However, the impact of amortization of goodwill and indefinite life intangible assets is to be disclosed for prior periods. The company is currently evaluating the impact of these provisions and considering early adoption in 2002. The total after-tax amortization expense related to goodwill and other intangible assets was approximately $40 million in 2001. This amount includes amortization related to the European soup and sauce acquisition in May 2001. Earnings Outlook On September 6, 2001, the company issued a press release announcing results for fiscal 2001 and commented on analysts' expectations for the first quarter of fiscal 2002 and the outlook for earnings per share for the full year. Forward-Looking Statements This 2001 Annual Report contains "forward-looking" statements, which reflect the company's current expectations regarding future results of operations, economic performance, financial condition and achievements of the company. The company has tried, wherever possible, to identify these forward-looking statements by using words such as "anticipate," "believe," "estimate," "expect" and similar expressions. These statements reflect the company's current plans and expectations and are based on information currently available to it. They rely on a number of assumptions and estimates which could be inaccurate and which are subject to risks and uncertainties. The company wishes to caution the reader that the following important factors and those important factors described elsewhere in the commentary, or in the Securities and Exchange Commission filings of the company, could affect the company's actual results and could cause such results to vary materially from those expressed in any forward-looking statements made by, or on behalf of, the company: - the impact of strong competitive response to the company's efforts to leverage its brand power with product innovation, promotional programs and new advertising; - the inherent risks in the marketplace associated with trade and consumer acceptance of product improvements and new product introductions; - the company's ability to achieve sales and earnings forecasts, which are based on assumptions about sales volume and product mix; - the company's ability to achieve its cost savings objectives, including the projected outcome of supply chain management programs; - the company's ability to complete the successful post-acquisition integration of acquired businesses into existing operations; - the difficulty of predicting the pattern of inventory movements by the company's trade customers; and - the impact of unforeseen economic changes in currency exchange rates, interest rates, equity markets, inflation rates, recession and other external factors over which the company has no control. This discussion of uncertainties is by no means exhaustive but is designed to highlight important factors that may impact the company's outlook. The company disclaims any obligation or intent to update forward-looking statements in order to reflect events or circumstances after the date of this report. - 37 - 8 Consolidated Statements of Earnings (millions, except per share amounts)

2001 2000 1999 ---- ---- ---- NET SALES $6,664 $6,466 $6,626 ------ ------ ------ Costs and expenses Cost of products sold 3,146 3,107 3,252 Marketing and selling expenses 1,765 1,622 1,634 Administrative expenses 372 319 304 Research and development expenses 63 64 66 Other expenses (Note 5) 114 89 64 Restructuring charges (Note 4) 10 -- 36 ------ ------ ------ Total costs and expenses 5,470 5,201 5,356 ------ ------ ------ EARNINGS BEFORE INTEREST AND TAXES 1,194 1,265 1,270 Interest expense (Note 6) 219 198 184 Interest income 12 10 11 ------ ------ ------ Earnings before taxes 987 1,077 1,097 Taxes on earnings (Note 9) 338 363 373 ------ ------ ------ NET EARNINGS $ 649 $ 714 $ 724 ====== ====== ====== PER SHARE -- BASIC NET EARNINGS $ 1.57 $ 1.68 $ 1.64 ====== ====== ====== Weighted average shares outstanding - basic 414 425 441 ====== ====== ====== PER SHARE -- ASSUMING DILUTION NET EARNINGS $ 1.55 $ 1.65 $ 1.63 ====== ====== ====== Weighted average shares outstanding - assuming dilution 418 432 445 ====== ====== ====== See accompanying Notes to Consolidated Financial Statements.

- 38 - 9 Consolidated Balance Sheets (millions, except per share amounts)

JULY 29, July 30, 2001 2000 -------- -------- CURRENT ASSETS Cash and cash equivalents $ 24 $ 27 Accounts receivable (Note 10) 442 443 Inventories (Note 11) 597 571 Other current assets (Note 12) 158 127 -------- -------- Total current assets 1,221 1,168 -------- -------- PLANT ASSETS, NET OF DEPRECIATION (Note 13) 1,637 1,644 INTANGIBLE ASSETS, NET OF AMORTIZATION (Note 14) 2,451 1,767 OTHER ASSETS (Note 15) 618 617 -------- -------- Total assets $ 5,927 $ 5,196 ======== ======== CURRENT LIABILITIES Notes payable (Note 16) $ 1,806 $ 1,873 Payable to suppliers and others 582 509 Accrued liabilities 450 360 Dividend payable 92 95 Accrued income taxes 190 195 -------- -------- Total current liabilities 3,120 3,032 -------- -------- LONG-TERM DEBT (Note 16) 2,243 1,218 NONPENSION POSTRETIREMENT BENEFITS (Note 8) 336 364 OTHER LIABILITIES (Note 17) 475 445 -------- -------- Total liabilities 6,174 5,059 -------- -------- SHAREOWNERS' EQUITY (Note 19) Preferred stock; authorized 40 shares; none issued - - Capital stock, $.0375 par value; authorized 560 shares; issued 542 shares 20 20 Capital surplus 314 344 Earnings retained in the business 4,651 4,373 Capital stock in treasury, 133 shares in 2001 and 121 shares in 2000, at cost (4,908) (4,373) Accumulated other comprehensive loss (324) (227) -------- -------- Total shareowners' equity (247) 137 -------- -------- Total liabilities and shareowners' equity $ 5,927 $ 5,196 ======== ======== See accompanying Notes to Consolidated Financial Statements.

- 39 - 10 Consolidated Statements of Cash Flows (millions)

2001 2000 1999 ------- ------- ------- CASH FLOWS FROM OPERATING ACTIVITIES: Net earnings $ 649 $ 714 $ 724 Non-cash charges to net earnings Restructuring charges 10 - 36 Depreciation and amortization 266 251 255 Deferred taxes 4 17 78 Other, net 38 20 5 Changes in working capital Accounts receivable (11) 90 108 Inventories (1) 23 (58) Other current assets and liabilities 151 50 (194) -------- -------- -------- NET CASH PROVIDED BY OPERATING ACTIVITIES 1,106 1,165 954 -------- -------- -------- CASH FLOWS FROM INVESTING ACTIVITIES: Purchases of plant assets (200) (200) (297) Sales of plant assets 8 7 9 Businesses acquired (911) - (105) Sales of businesses - 11 103 Other, net (19) (22) (32) -------- -------- -------- NET CASH USED IN INVESTING ACTIVITIES (1,122) (204) (322) -------- -------- -------- CASH FLOWS FROM FINANCING ACTIVITIES: Long-term borrowings 1,028 - 323 Repayments of long-term borrowings - (7) (8) Short-term borrowings 1,962 1,028 1,537 Repayments of short-term borrowings (2,007) (1,206) (1,111) Dividends paid (374) (384) (386) Treasury stock purchases (618) (394) (1,026) Treasury stock issuances 24 20 35 -------- -------- -------- NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES 15 (943) (636) -------- -------- -------- EFFECT OF EXCHANGE RATE CHANGES ON CASH (2) 3 (6) -------- -------- -------- NET CHANGE IN CASH AND CASH EQUIVALENTS (3) 21 (10) CASH AND CASH EQUIVALENTS - BEGINNING OF YEAR 27 6 16 -------- -------- -------- CASH AND CASH EQUIVALENTS - END OF YEAR $ 24 $ 27 $ 6 ======== ======== ======== See accompanying Notes to Consolidated Financial Statements.

- 40 - 11 Consolidated Statements of Shareowners' Equity (millions, except per share amounts)

Capital Stock ------------------------------------------- Earnings Accumulated Total Issued In Treasury Retained Other Com- Share- ------------------ ------------------ Capital in the prehensive owners' Shares Amount Shares Amount Surplus Business Loss Equity ------ ------ ------ ------ ------- -------- ---- ------ Balance at August 2, 1998 542 $ 20 (94) $ (3,083) $ 395 $ 3,706 $ (164) $ 874 ------ ------ ------ -------- ------- ------- ------ ------- Comprehensive income (loss) Net earnings 724 724 Foreign currency translation adjustments 14 14 Dividends ($.885 per share) (389) (389) Treasury stock purchased (22) (1,026) (1,026) Treasury stock issued under management incentive and stock option plans 3 51 (13) 38 ------ ------ ------ -------- ------- ------- ------ ------- Balance at August 1, 1999 542 20 (113) (4,058) 382 4,041 (150) 235 ------ ------ ------ -------- ------- ------- ------ ------- Comprehensive income (loss) Net earnings 714 714 Foreign currency translation adjustments (77) (77) Dividends ($.90 per share) (382) (382) Treasury stock purchased (11) (394) (394) Treasury stock issued under management incentive and stock option plans 3 79 (38) 41 ------ ------ ------ -------- ------- ------- ------ ------- Balance at July 30, 2000 542 20 (121) (4,373) 344 4,373 (227) 137 ------ ------ ------ -------- ------- ------- ------ ------- COMPREHENSIVE INCOME (LOSS) NET EARNINGS 649 649 FOREIGN CURRENCY TRANSLATION ADJUSTMENTS (97) (97) DIVIDENDS ($.90 PER SHARE) (371) (371) REPURCHASE OF SHARES UNDER FORWARD STOCK PURCHASE CONTRACTS (11) (521) (521) TREASURY STOCK PURCHASED (3) (97) (97) TREASURY STOCK ISSUED UNDER MANAGEMENT INCENTIVE AND STOCK OPTION PLANS 2 83 (30) 53 ------ ------ ------ -------- ------- ------- ------ ------- BALANCE AT JULY 29, 2001 542 $ 20 (133) $ (4,908) $ 314 $ 4,651 $ (324) $ (247) ====== ====== ====== ======== ======= ======= ====== ======= See accompanying Notes to Consolidated Financial Statements.

- 41 - 12 Notes to Consolidated Financial Statements (dollars in millions, except per share amounts) note 1 summary of significant accounting policies CONSOLIDATION The consolidated financial statements include the accounts of the company and its majority-owned subsidiaries. Significant intercompany transactions are eliminated in consolidation. Investments of 20% or more in affiliates are accounted for by the equity method. FISCAL YEAR The company's fiscal year ends on the Sunday nearest July 31. There were 52 weeks in 2001, 2000 and 1999. REVENUE RECOGNITION Revenues are recognized when the earnings process is complete. This generally occurs when products are shipped in accordance with terms of agreements, title and risk of loss transfer to customers, collection is probable and pricing is fixed or determinable. CASH AND CASH EQUIVALENTS All highly liquid debt instruments purchased with a maturity of three months or less are classified as cash equivalents. INVENTORIES Substantially all U.S. inventories are priced at the lower of cost or market, with cost determined by the last in, first out (LIFO) method. Other inventories are priced at the lower of average cost or market. PLANT ASSETS Plant assets are stated at historical cost. Alterations and major overhauls, which extend the lives or increase the capacity of plant assets, are capitalized. The amounts for property disposals are removed from plant asset and accumulated depreciation accounts and any resultant gain or loss is included in earnings. Ordinary repairs and maintenance are charged to operating costs. DEPRECIATION Depreciation provided in Costs and expenses is calculated using the straight-line method. Buildings and machinery and equipment are depreciated over periods not exceeding 45 years and 15 years, respectively. INTANGIBLE ASSETS Intangible assets consist principally of the excess purchase price over net assets of businesses acquired and trademarks. Intangibles are amortized on a straight-line basis over periods not exceeding 40 years. LONG-LIVED ASSETS Long-lived assets are comprised of intangible assets and property, plant and equipment. Long-lived assets are reviewed for impairment as events or changes in circumstances occur indicating that the carrying amount of the asset may not be recoverable. An estimate of undiscounted future cash flows produced by the asset, or the appropriate grouping of assets, is compared to the carrying value to determine whether an impairment exists. DERIVATIVE FINANCIAL INSTRUMENTS The company uses derivative financial instruments primarily for purposes of hedging exposures to fluctuations in interest rates, foreign currency exchange rates and equity-linked employee benefit obligations. Beginning in 2001, all derivatives are accounted for in accordance with Statement of Financial Accounting Standards (SFAS) No. 133 "Accounting for Derivatives and Hedging Activities," as amended by SFAS No. 137 and No. 138. All derivatives are recognized on the balance sheet at fair value. Changes in the fair value of derivatives are recorded in earnings or other comprehensive income, based on whether the instrument is designated as part of a hedge transaction and, if so, the type of hedge transaction. Gains or losses on derivative instruments reported in other comprehensive income are reclassified to earnings in the period in which earnings are affected by the underlying hedged item. The ineffective portion of all hedges is recognized in earnings in the current period. The cumulative effect of adopting SFAS No. 133 was not material to the company's consolidated financial statements. USE OF ESTIMATES Generally accepted accounting principles require management to make estimates and assumptions that affect assets and liabilities, contingent assets and liabilities, and revenues and expenses. Actual results could differ from those estimates. RECLASSIFICATIONS Prior year financial statements and footnotes have been reclassified to conform to the current year presentation. In September 2000, the Emerging Issues Task Force (EITF) reached a final consensus on Issue No. 00-10 "Accounting for Shipping and Handling Fees and Costs" that such costs cannot be reported as a reduction of revenue. The consensus was effective in the fourth quarter 2001. Shipping and handling costs of approximately $207 in 2001, $199 in 2000, and $202 in 1999 were reclassified from Net sales to Cost of products sold for all periods presented. The reclassifications had no impact on net earnings or earnings per share. NEW ACCOUNTING PRONOUNCEMENTS The EITF has recently addressed several topics related to the classification and recognition of certain promotional expenses. In May 2000, the EITF issued a consensus on Issue No. 00-14 "Accounting for Certain Sales Incentives." This Issue addresses the recognition, measurement and income statement classification of - 42 - 13 Notes to Consolidated Financial Statements (dollars in millions, except per share amounts) certain sales incentives, including discounts, coupons, and free products. In April 2001, the EITF reached a consensus on Issue No. 00-25 "Vendor Income Statement Characterization of Consideration Paid to a Reseller of the Vendor's Products" and delayed the implementation date of Issue No. 00-14 to coincide with the effective date of Issue No. 00-25. Under these Issues, the EITF concluded that certain consumer and trade sales promotion expenses, such as coupon redemption costs, cooperative advertising programs, new product introduction fees, feature price discounts and in-store display incentives, should be classified as a reduction of sales rather than as marketing expenses. The company will adopt this accounting guidance in the first quarter 2002. The company has historically classified certain costs covered by the provisions of Issues No. 00-14 and 00-25 as promotional expenses within Marketing and selling expenses. The company is continuing to evaluate the impact of the new accounting guidance and expects that certain costs historically recorded as Marketing and selling expenses will be reclassified as a reduction of sales. Based on historical information, annual net sales as currently reported could be reduced by approximately 12% to 13%. Prior period amounts will be restated upon adoption. As reclassifications, these changes will not affect the company's financial position or earnings. In July 2001, the Financial Accounting Standards Board issued SFAS No. 141 "Business Combinations" and SFAS No. 142 "Goodwill and Other Intangible Assets." In addition to requiring that all business combinations be accounted for under the purchase method, SFAS No. 141 requires intangible assets that meet certain criteria to be recognized as assets apart from goodwill. The provisions of SFAS No. 142 indicate that goodwill and indefinite life intangible assets should no longer be amortized but rather be tested for impairment annually. Intangible assets with a finite life shall continue to be amortized over the estimated useful life. SFAS No. 141 is effective for business combinations initiated after June 30, 2001. SFAS No. 142 is effective for fiscal years beginning after December 15, 2001. Earlier adoption is permitted for companies with fiscal years beginning after March 15, 2001 provided that the first interim financial statements have not been issued. The elimination of amortization is to be applied on a prospective basis and prior periods are not to be restated. However, the impact of amortization of goodwill and indefinite life intangible assets is to be disclosed for prior periods. The company is currently evaluating the impact of these provisions and considering early adoption in 2002. The total after-tax amortization expense related to goodwill and other intangible assets was approximately $40 in 2001. This amount includes amortization related to the European soup and sauce acquisition in May 2001. note 2 comprehensive income Total comprehensive income is comprised of net earnings, net foreign currency translation adjustments, and net unrealized gains and losses on cash-flow hedges. Total comprehensive income for the twelve months ended July 29, 2001 and July 30, 2000 was $552 and $637, respectively. Accumulated other comprehensive loss, as reflected in the Statements of Shareowners' Equity, primarily consists of the cumulative foreign currency translation adjustment. The net gain on cash-flow hedges was not material at July 29, 2001. note 3 business and geographic segment information The company operates in three business segments: Soup and Sauces, Biscuits and Confectionery and Away From Home. The segments are managed as strategic units due to their distinct manufacturing processes, marketing strategies and distribution channels. The Soup and Sauces segment includes the worldwide soup businesses that are comprised of, among others, Campbell's soups worldwide, Erasco soups in Germany, Liebig soups in France, the European dry soup and sauce business under the Batchelors, Oxo, Lesieur, Royco, Liebig, Heisse Tasse, Bla Band and McDonnells brands, Prego spaghetti sauces, Pace Mexican sauces, Franco-American pastas and gravies, Swanson broths, and V8 and V8 Splash beverages. The Biscuits and Confectionery segment includes the Godiva Chocolatier, Pepperidge Farm and Arnotts businesses. Away From Home represents the distribution of products, including Campbell's soups and Campbell's Specialty Kitchen entrees, to the North American food service and home meal replacement markets. Accounting policies for measuring segment assets and earnings before interest and taxes are substantially consistent with those described in the summary of significant accounting policies included in Note 1. The company evaluates segment performance based on earnings before interest and taxes, excluding certain non-recurring charges. Away From Home products are principally produced by the tangible assets of the company's other segments, except for the Stockpot premium - 43 - 14 Notes to Consolidated Financial Statements (dollars in millions, except per share amounts) refrigerated soups, which are produced in a separate facility, and for certain frozen products which are produced under contract manufacturing agreements. Accordingly, with the exception of the designated Stockpot facility, plant assets have not been allocated to the Away From Home segment. Depreciation and amortization are allocated to Away From Home based on budgeted production hours. Transfers between segments are recorded at cost plus mark-up or at market. Information about operations by business segment is as follows: BUSINESS SEGMENTS

Biscuits & Away Corporate Soup & Confec- From & Elimi- 2001 Sauces tionery Home Other(1) nations(2) Total ------ ---------- ---- -------- ---------- ------ NET SALES(3) $4,539 1,613 573 4 (65) $6,664 EARNINGS BEFORE INTEREST AND TAXES(4) $1,052 206 58 1 (123) $1,194 DEPRECIATION AND AMORTIZATION $ 137 87 15 1 26 $ 266 CAPITAL EXPENDITURES $ 107 77 6 - 10 $ 200 SEGMENT ASSETS $3,613 1,250 352 4 708 $5,927

Biscuits & Away Corporate Soup & Confec- From & Elimi- 2000 Sauces tionery Home Other(1) nations(2) Total ------ ---------- ---- -------- ---------- ------ Net sales(3) $4,393 1,542 565 28 (62) $6,466 Earnings before interest and taxes $1,081 213 53 - (82) $1,265 Depreciation and amortization $ 126 83 16 1 25 $ 251 Capital expenditures $ 119 64 4 - 13 $ 200 Segment assets $2,750 1,364 371 7 704 $5,196

Biscuits & Away Corporate Soup & Confec- From & Elimi- 1999 Sauces tionery Home Other(1) nations(2) Total ------ ---------- ---- -------- ---------- ------ Net sales(3) $4,515 1,505 535 132 (61) $6,626 Earnings before interest and taxes(5) $1,082 215 57 (5) (79) $1,270 Depreciation and amortization $ 128 84 13 9 21 $ 255 Capital expenditures $ 164 70 32 10 21 $ 297 Segment assets $2,975 1,461 349 38 699 $5,522 (1) Represents financial information of certain prepared convenience food businesses not categorized as reportable segments. (2) Represents elimination of intersegment sales, unallocated corporate expenses and unallocated assets, including corporate offices, deferred income taxes and prepaid pension assets. (3) In 2001, shipping and handling costs of $207, $199 and $202 for fiscal 2001, 2000, and 1999, respectively, have been reclassified from Net sales to Cost of products sold to comply with a new accounting pronouncement. (4) Contributions to earnings before interest and taxes by the Biscuits and Confectionery segment include the effect of costs of $15 associated with the Australian manufacturing reconfiguration. (5) Contributions to earnings before interest and taxes by segment included the effects of a fourth quarter 1999 restructuring charge of $36, net of a $5 reversal of a prior period restructuring charge, as follows: Soup and Sauces - $22, Biscuits and Confectionery - $1, and Other - $13.

GEOGRAPHIC AREA INFORMATION Information about operations in different geographic areas is as follows:

Net sales(1) 2001 2000 1999 -------- -------- -------- United States $ 5,021 $ 4,820 $ 4,948 Europe 613 587 653 Australia/Asia Pacific 589 649 632 Other countries 513 483 456 Adjustments and eliminations (72) (73) (63) -------- -------- -------- Consolidated $ 6,664 $ 6,466 $ 6,626 ======== ======== ========

Earnings before interest and taxes 2001 2000 1999 -------- -------- -------- United States $ 1,137 $ 1,135 $ 1,208 Europe 53 55 20 Australia/Asia Pacific 46 72 49 Other countries 81 85 72 -------- -------- -------- Segment earnings before interest and taxes 1,317 1,347 1,349 Unallocated corporate expenses (123) (82) (79) -------- -------- -------- Consolidated $ 1,194 $ 1,265 $ 1,270 ======== ======== ========

Identifiable assets 2001 2000 1999 ------ ------ ------ United States $2,737 $2,792 $2,742 Europe 1,472 533 614 Australia/Asia Pacific 717 852 991 Other countries 293 315 476 Corporate 708 704 699 ------ ------ ------ Consolidated $5,927 $5,196 $5,522 ====== ====== ====== (1) In 2001, shipping and handling costs of $207, $199 and $202 for fiscal 2001, 2000 and 1999, respectively, have been reclassified from Net sales to Cost of products sold to comply with a new accounting pronouncement.

Transfers between geographic areas are recorded at cost plus markup or at market. Identifiable assets are those assets, including goodwill, which are identified with the operations in each geographic region. The 2001 restructuring charge of $10 is allocated to Australia/Asia Pacific. The 1999 net restructuring charge of $36 is allocated to geographic regions as follows: United States - $10, Europe - $14, and Australia/Asia Pacific - $12. note 4 restructuring programs A restructuring charge of $10 ($7 after tax) was recorded in the fourth quarter 2001 for severance costs associated with the reconfiguration of the manufacturing network of Arnotts in Australia. Costs of approximately $5 ($4 after tax) were also recorded in 2001 as Cost of products sold, representing accelerated depreciation on assets to be taken out of service. This - 44 - 15 Notes to Consolidated Financial Statements (dollars in millions, except per share amounts) program is designed to drive greater manufacturing efficiency and will result in the closure of the Melbourne plant. The company expects to incur an additional $20 - $25 pre-tax costs during 2002 related to this program for accelerated depreciation, employee benefit costs and other one-time expenses. The expected net cash outflows related to this program will not have a material impact on the company's liquidity. Approximately 550 jobs will be eliminated due to the plant closure. A restructuring charge included in earnings from continuing operations of $41 ($30 after tax or $.07 per share) was recorded in the fourth quarter 1999 to cover the costs of a restructuring and divestiture program approved in July 1999 by the company's Board of Directors. This charge related to the streamlining of certain North American and European production and administrative facilities and the anticipated loss on a divestiture of a non-strategic business with annual sales of approximately $25. The restructuring charge included approximately $20 in cash charges primarily related to severance and employee benefit costs. The remaining balance included non-cash charges related to the disposition of plant assets and the divestiture. The restructuring and divestiture program has been completed. A $5 ($3 after tax or $.01 per share) reversal of the 1998 restructuring charge was also recorded in the fourth quarter 1999. The reversal reflected the net impact of changes in estimates and modifications to the original program. Two manufacturing facilities scheduled for closure in 1999 were not taken out of service due to changes in business and economic conditions subsequent to the original charge, while additional asset rationalization and plant reconfiguration strategies were implemented which resulted in incremental headcount reductions. The initial charge for the third quarter 1998 program was $262 ($193 after tax or $.42 per share). This program was designed to improve operational efficiency by rationalizing certain U.S., European and Australian production and administrative facilities and divesting non-strategic businesses. This program was completed by the second quarter 2000. A summary of restructuring reserves at July 29, 2001 and related activity is as follows:

Accrued ACCRUED Balance at 2001 BALANCE AT July 30, 2000 Spending Charge JULY 29, 2001 ------------- -------- ------ ------------- Severance pay and benefits $11 (11) 10 $10

note 5 other expenses

2001 2000 1999 ---- ---- ---- Stock price related incentive programs $ 36 $ 26 $ 15 Amortization of intangible and other assets 57 55 58 Minority interest 3 1 1 Other, net 18 7 (10) ---- ---- ----- $114 $ 89 $ 64 ==== ==== =====

note 6 interest expense

2001 2000 1999 ---- ---- ---- Interest expense $222 $204 $190 Less: Interest capitalized 3 6 6 ---- ---- ---- $219 $198 $184 ==== ==== ====

note 7 acquisitions In May 2001, the company acquired the assets of the European culinary brands business, comprised of several soup and sauce businesses, from Unilever, PLC/Unilever N.V. for approximately $900. The acquisition was financed with available cash and commercial paper borrowings. This acquisition was accounted for as a purchase transaction, and operations of the acquired business are included in the financial statements from May 4, 2001, the date the acquisition was consummated. The purchase price was allocated as follows: approximately $100 to fixed assets and inventory; approximately $440 to trademarks and other identifiable intangible assets; and approximately $360 to the excess of the purchase price over net assets acquired (goodwill). Goodwill and trademarks are being amortized on a straight-line basis over 40 years. The allocation of the excess purchase price is based on preliminary estimates and assumptions and is subject to revision. Had the acquisition occurred at the beginning of 2000, based on unaudited data, net sales for 2001 and 2000 would have increased $303 and $403, respectively, and net earnings would have decreased $2 in 2001 and $7 in 2000. Diluted earnings per share would have decreased $.01 and $.02 in 2001 and 2000, respectively. These pro forma estimates factor in certain adjustments, including amortization of goodwill, additional depreciation expense, increased interest expense on debt related to the acquisition, and related income tax effects. The pro forma results do not include any synergies expected to result from the acquisition. - 45 - 16 Notes to Consolidated Financial Statements (dollars in millions, except per share amounts) In the first quarter of 1999, the company acquired the Stockpot premium refrigerated soup business, which is predominantly a U.S. food service business, for $105. This acquisition was accounted for using the purchase method. note 8 pension and postretirement benefits PENSION BENEFITS Substantially all of the company's U.S. and certain non-U.S. employees are covered by noncontributory defined benefit pension plans. In 1999, the company implemented significant amendments to certain U.S. plans. Under a new formula, retirement benefits are determined based on percentages of annual pay and age. To minimize the impact of converting to the new formula, service and earnings credit will continue to accrue for active employees participating in the plans under the formula prior to the amendments through the year 2014. Employees will receive the benefit from either the new or old formula, whichever is higher. Benefits become vested upon the completion of five years of service. Benefits are paid from funds previously provided to trustees and insurance companies or are paid directly by the company from general funds. Plan assets consist primarily of investments in equities, fixed income securities, and real estate. Pension coverage for employees of certain non-U.S. subsidiaries are provided to the extent determined appropriate through their respective plans. Obligations under such plans are systematically provided for by depositing funds with trusts or under insurance contracts. The assets and obligations of these plans are not material. POSTRETIREMENT BENEFITS The company provides postretirement benefits including healthcare and life insurance to substantially all retired U.S. employees and their dependents. In 1999, changes were made to the postretirement benefits offered to certain U.S. employees. Participants who were not receiving postretirement benefits as of May 1, 1999 will no longer be eligible to receive such benefits in the future, but the company will provide access to healthcare coverage for non-eligible future retirees on a group basis. Costs will be paid by the participants. To preserve the economic benefits for employees near retirement, participants who were at least age 55 and had at least 10 years of continuous service remain eligible for postretirement benefits. Components of net periodic benefit cost:

Pension 2001 2000 1999 ----- ----- ----- Service cost $ 35 $ 37 $ 29 Interest cost 106 103 91 Expected return on plan assets (158) (150) (142) Amortization of net transition obligation (1) (3) (3) Amortization of prior service cost 5 5 5 Recognized net actuarial loss 1 6 5 Curtailment -- 1 -- ----- ----- ----- Net periodic pension income $ (12) $ (1) $ (15) ===== ===== =====

Postretirement 2001 2000 1999 ---- ---- ---- Service cost $ 3 $ 5 $ 10 Interest cost 20 18 19 Amortization of prior service cost (12) (11) (6) Amortization of net gain (7) (12) (9) Settlement -- (3) -- ---- ---- ---- Net periodic postretirement (income) expense $ 4 $ (3) $ 14 ==== ==== ====

Change in benefit obligation:

Pension Postretirement --------------------- --------------------- 2001 2000 2001 2000 ------- ------- ------- ------- Obligation at beginning of year $ 1,428 $ 1,405 $ 260 $ 246 Service cost 35 37 3 5 Interest cost 106 103 20 18 Plan amendments -- 7 -- (14) Actuarial (gain) loss 60 (7) 86 35 Settlement -- -- (1) (2) Curtailment -- (2) -- -- Benefits paid (122) (116) (30) (28) Foreign currency adjustment (8) 1 -- -- ------- ------- ------- ------- Benefit obligation at end of year $ 1,499 $ 1,428 $ 338 $ 260 ======= ======= ======= =======

Change in the fair value of pension plan assets:

2001 2000 ------- ------- Fair value at beginning of year $ 1,846 $ 1,740 Actual return on plan assets (97) 218 Employer contributions -- 2 Benefits paid (118) (112) Foreign currency adjustment (10) (2) ------- ------- Fair value at end of year $ 1,621 $ 1,846 ======= =======

- 46 - 17 Notes to Consolidated Financial Statements (dollars in millions, except per share amounts) Funded status as recognized in the Consolidated Balance Sheet:

Pension Postretirement ------------------- -------------------- 2001 2000 2001 2000 ----- ------ ------ ------ Funded status at end of year $ 122 $ 418 $(338) $(260) Unrecognized prior service cost 54 60 (32) (44) Unrecognized (gain) loss 220 (94) 15 (79) Unrecognized net transition obligation - (1) - - ----- ------ ------ ------ Net amount recognized $ 396 $ 383 $(355) $(383) ===== ====== ====== ======

The current portion of nonpension postretirement benefits included in Accrued liabilities was $19 at July 29, 2001 and July 30, 2000. PENSION Weighted-average assumptions at end of year:

2001 2000 1999 ------ ------ ------ Discount rate for benefit obligation 7.25% 7.75% 7.50% Expected return on plan assets 10.00% 10.50% 10.50% Rate of compensation increases 4.50% 4.50% 4.50%

POSTRETIREMENT The discount rate used to determine the accumulated postretirement benefit obligation was 7.25% in 2001 and 7.75% in 2000. The assumed healthcare cost trend rate used to measure the accumulated postretirement benefit obligation was 8%, declining to 4.50% in 2006 and continuing at 4.50% thereafter. A one percentage point change in assumed health care costs would have the following effects on 2001 reported amounts:

Increase Decrease -------- -------- Effect on service and interest cost $ 3 $ (3) Effect on the 2001 accumulated benefit obligation $20 $(21)

Obligations related to non-U.S. postretirement benefit plans are not significant since these benefits are generally provided through government-sponsored plans. SAVINGS PLANS The company sponsors employee savings plans which cover substantially all U.S. employees. After one year of continuous service, the company generally matches 50% of employee contributions up to 5% of compensation. Amounts charged to Costs and expenses were $11 in 2001, $10 in 2000, and $11 in 1999. note 9 taxes on earnings The provision for income taxes on earnings from continuing operations consists of the following:

2001 2000 1999 -------- -------- -------- Income taxes: Currently payable Federal $ 254 $ 246 $ 231 State 29 30 31 Non-U.S. 51 70 33 -------- -------- -------- 334 346 295 ======== ======== ======== Deferred Federal 13 36 64 State (1) (4) 2 Non-U.S. (8) (15) 12 -------- -------- -------- 4 17 78 -------- -------- -------- $ 338 $ 363 $ 373 ======== ======== ======== Earnings from continuing operations before income taxes: United States $ 835 $ 880 $ 954 Non-U.S. 152 197 143 -------- -------- -------- $ 987 $ 1,077 $ 1,097 ======== ======== ========

The following is a reconciliation of the effective income tax rate on continuing operations with the U.S. federal statutory income tax rate:

2001 2000 1999 ----- ----- ----- Federal statutory income tax rate 35.0% 35.0% 35.0% State income taxes (net of federal tax benefit) 1.5 1.5 1.9 Nondeductible divestiture and restructuring charges - - 0.3 Non-U.S. earnings taxed at other than federal statutory rate (0.9) (1.0) (0.6) Tax loss carryforwards (0.3) (0.3) (0.3) Other (1.1) (1.5) (2.3) ----- ----- ----- Effective income tax rate 34.2% 33.7% 34.0% ===== ===== =====

- 47 - 18 Notes to Consolidated Financial Statements (dollars in millions, except per share amounts) Deferred tax liabilities and assets are comprised of the following:

2001 2000 ------ ------ Depreciation $ 160 $ 170 Pensions 125 118 Other 216 195 ------ ------ Deferred tax liabilities 501 483 ------ ------ Benefits and compensation 197 200 Tax loss carryforwards 12 17 Other 95 78 ------ ------ Gross deferred tax assets 304 295 Deferred tax asset valuation allowance (12) (17) ------ ------ Net deferred tax assets 292 278 ------ ------ Net deferred tax liability $ 209 $ 205 ====== ======

At July 29, 2001, non-U.S. subsidiaries of the company have tax loss carryforwards of approximately $32. Of these carryforwards, $9 expire through 2005 and $23 may be carried forward indefinitely. The current statutory tax rates in these countries range from 28% to 46%. Income taxes have not been provided on undistributed earnings of non-U.S. subsidiaries of approximately $525, which are deemed to be permanently invested. If remitted, tax credits or planning strategies should substantially offset any resulting tax liability. note 10 accounts receivable

2001 2000 ------ ------ Customers $ 441 $ 424 Allowances for cash discounts and bad debts (28) (19) ------ ------ 413 405 Other 29 38 ------ ------ $ 442 $ 443 ====== ======

note 11 inventories

2001 2000 ---- ---- Raw materials, containers and supplies $216 $213 Finished products 381 358 ---- ---- $597 $571 ==== ====

Approximately 61% of inventory in 2001 and 62% in 2000 is accounted for on the last in, first out method of determining cost. If the first in, first out inventory valuation method had been used exclusively, inventories would not differ materially from the amounts reported at July 29, 2001 and July 30, 2000. note 12 other current assets

2001 2000 ------- ------- Prepaid pensions $ 18 $ 18 Deferred taxes 94 80 Other 46 29 ------- ------- $ 158 $ 127 ======= =======

note 13 plant assets

2001 2000 ------- ------- Land $ 50 $ 43 Buildings 840 808 Machinery and equipment 2,354 2,283 Projects in progress 133 162 ------- ------- 3,377 3,296 Accumulated depreciation (1,740) (1,652) ------- ------- $1,637 $1,644 ======= =======

Depreciation expense provided in Costs and expenses was $209 in 2001, $196 in 2000, and $197 in 1999. Approximately $75 of capital expenditures are required to complete projects in progress at July 29, 2001. note 14 intangible assets

2001 2000 -------- -------- Purchase price in excess of net assets of businesses acquired (goodwill) $ 1,856 $ 1,570 Trademarks 890 456 Other intangibles 11 4 -------- -------- 2,757 2,030 Accumulated amortization (306) (263) -------- -------- $ 2,451 $ 1,767 ======== ========

note 15 other assets

2001 2000 ---- ---- Prepaid pensions $378 $365 Investments 215 234 Other 25 18 ---- ---- $618 $617 ==== ====

- 48 - 19 Notes to Consolidated Financial Statements (dollars in millions, except per share amounts) note 16 notes payable and long-term debt Notes payable consists of the following:

2001 2000 ------- ------- Commercial paper $ 1,789 $ 1,738 Current portion of Long-term Debt 6 119 Variable-rate bank borrowings 11 16 ------- ------- $ 1,806 $ 1,873 ======= =======

Commercial paper had a weighted average interest rate of 4.38% and 6.62% at July 29, 2001 and July 30, 2000, respectively. The current portion of Long-term Debt had a weighted average interest rate of 5.79% and 7.06% at July 29, 2001 and July 30, 2000, respectively. The company has short-term lines of credit of approximately $2,600 available at July 29, 2001. These lines of credit include three committed lines of credit totaling $2,300 which support commercial paper borrowings and remain unused at July 29, 2001. Long-term Debt consists of the following:

Fiscal Year Type of Maturity Rate 2001 2000 --------- ---------- ------ ------ Notes 2003 6.15% $ 300 $ 300 Notes 2004(1) 4.68%-5.63% 928 400 Notes 2007 6.90% 300 300 Notes 2011 6.75% 500 -- Debentures 2021 8.88% 200 200 Other 2003-2010 6.40%-9.00% 15 18 ------ ------ $2,243 $1,218 ====== ====== (1) $100 callable in 2002.

The fair value of the company's long-term debt including the current portion of long-term debt in Notes payable was $2,323 at July 29, 2001, and $1,330 at July 30, 2000. The company has $1,100 of capacity as of July 29, 2001 under a shelf registration statement filed with the Securities and Exchange Commission. Principal amounts of long-term debt mature as follows: 2002 - $6 (in current liabilities); 2003 - $300; 2004 - $928; 2005 - $1; 2006 - $1 and beyond - $1,013. note 17 other liabilities

2001 2000 ----- ----- Deferred taxes $ 303 $ 285 Deferred compensation 123 129 Postemployment benefits 13 11 Other 36 20 ----- ----- $ 475 $ 445 ===== =====

note 18 financial instruments The company utilizes certain derivative financial instruments to enhance its ability to manage risk, including interest rate, foreign currency and certain equity-linked employee compensation exposures which exist as part of ongoing business operations. Derivative instruments are entered into for periods consistent with related underlying exposures and do not constitute positions independent of those exposures. The company does not enter into contracts for speculative purposes, nor is it a party to any leveraged derivative instrument. All derivatives are recognized on the balance sheet at fair value. On the date the derivative contract is entered into, the company designates the derivative as (1) a hedge of the fair value of a recognized asset or liability or of an unrecognized firm commitment (fair-value hedge), (2) a hedge of a forecasted transaction or of the variability of cash flows to be received or paid related to a recognized asset or liability (cash-flow hedge), (3) a foreign-currency fair-value or cash-flow hedge (foreign-currency hedge), or (4) a hedge of a net investment in a foreign operation. Some derivatives may also be considered natural hedging instruments (changes in fair value are recognized to act as economic offsets to changes in fair value of the underlying hedged item and do not qualify for hedge accounting under SFAS No. 133). Changes in the fair value of a fair-value hedge, along with the loss or gain on the hedged asset or liability that is attributable to the hedged risk (including losses or gains on firm commitments), are recorded in current period earnings. Changes in the fair value of a cash-flow hedge are recorded in other comprehensive income, until earnings are affected by the variability of cash flows. Changes in the fair value of a foreign-currency hedge are recorded in either current-period earnings or other comprehensive income, depending on whether the hedge transaction is a fair-value hedge (e.g., a hedge of a firm commitment that is to be settled in foreign currency) or a cash-flow - 49 - 20 Notes to Consolidated Financial Statements (dollars in millions, except per share amounts) hedge (e.g., a hedge of a foreign-currency-denominated forecasted transaction). If, however, a derivative is used as a hedge of a net investment in a foreign operation, its changes in fair value, to the extent effective as a hedge, are recorded in the cumulative translation adjustments account within Shareowners' equity. As of July 29, 2001, the accumulated derivative gain/(loss) in other comprehensive income was not material. At July 29, 2001, the maximum maturity date of any cash-flow hedge was approximately three months. Other disclosures related to hedge ineffectiveness, gains/(losses) excluded from the assessment of hedge effectiveness, gains/(losses) arising from effective hedges of net investments, gains/(losses) resulting from the discontinuance of hedge accounting and reclassifications from other comprehensive income to earnings have been omitted due to the insignificance of these amounts. The company finances a portion of its operations through debt instruments primarily consisting of commercial paper, notes, debentures and bank loans. The company periodically utilizes interest rate swap agreements to minimize worldwide financing costs and to achieve a desired proportion of variable versus fixed-rate debt. In 2001, the company entered into interest rate swaps that convert fixed-rate debt (6.75% notes due in 2011) to variable. The swaps mature in fiscal 2011 and are accounted for as fair-value hedges. The amounts paid or received on these hedges and adjustments to fair value are recognized as adjustments to interest expense. The notional amount of interest rate swaps was $250 at July 29, 2001. The swaps had a fair value of $5 at July 29, 2001. There were no interest rate swaps outstanding at July 30, 2000. The company is exposed to foreign currency exchange risk as a result of transactions in currencies other than the functional currency of certain subsidiaries. The company utilizes foreign currency forward purchase and sale contracts in order to manage the volatility associated with foreign currency purchases and certain intercompany transactions in the normal course of business. Contracts typically have maturities of less than one year. Principal currencies include the euro, British pound, Australian dollar, Canadian dollar, Japanese yen, and Swedish krona. Qualifying forward exchange contracts are accounted for as cash-flow hedges when the hedged item is a forecasted transaction. The fair value of these instruments was not material at July 29, 2001. Gains and losses on these instruments are recorded in other comprehensive income until the underlying transaction is recorded in earnings. When the hedged item is realized, gains or losses are reclassified from Accumulated other comprehensive income to the Statement of Earnings on the same line item as the underlying transaction. The assessment of effectiveness for contracts is based on changes in the spot rates and the change in the time value of options is reported in earnings. The company also enters into certain foreign currency derivative instruments that are not designated as accounting hedges. These instruments are primarily intended to reduce volatility of certain intercompany financing transactions. Gains and losses on derivatives not designated as accounting hedges are typically recorded in Other expenses, as an offset to gains/(losses) on the underlying transaction. The company principally uses a combination of purchase orders and various short- and long-term supply arrangements in connection with the purchase of raw materials, including certain commodities and agricultural products. On occasion, the company may also enter into commodity futures contracts, as considered appropriate, to reduce the volatility of price fluctuations for commodities such as corn, soybean meal and cocoa. These instruments are designated as cash-flow hedges. The fair value of the effective portion of the contracts is recorded in Accumulated other comprehensive income and reclassified into Cost of products sold in the period in which the underlying transaction is recorded in earnings. Commodity hedging activity is not material to the company's financial statements. The company is exposed to equity price changes related to certain employee compensation obligations. Swap contracts are utilized to hedge exposures relating to certain employee compensation obligations linked to the total return of the Standard & Poor's 500 Index and the total return of the company's capital stock. The company pays a variable interest rate and receives the equity returns under these instruments. The notional value of the equity swap contracts, which mature in 2002 and 2003, was $60 at July 29, 2001. The net liability recorded under these contracts at July 29, 2001 was approximately $17. These instruments are not designated as accounting hedges. Gains and losses are recorded in Other expenses. All amounts in other comprehensive income for cash-flow hedges are expected to be reclassified into earnings in the - 50 - 21 Notes to Consolidated Financial Statements (dollars in millions, except per share amounts) fiscal year. The amount of discontinued cash-flow hedges during the year was not material. note 19 shareowners' equity The company has authorized 560 million shares of Capital stock with $.0375 par value and 40 million shares of Preferred stock, issuable in one or more classes, with or without par as may be authorized by the Board of Directors. No Preferred stock has been issued. The company sponsors a long-term incentive compensation plan. Under the plan, restricted stock and options may be granted to certain officers and key employees of the company. The plan provides for awards up to an aggregate of 25 million shares of Capital stock. Options are granted at a price not less than the fair value of the shares on the date of grant and expire not later than ten years after the date of grant. Options vest over a three-year period. The company accounts for the stock option grants and restricted stock awards in accordance with Accounting Principles Board Opinion No. 25 and related Interpretations. Accordingly, no compensation expense has been recognized in the Statements of Earnings for the options. In 1997, the company adopted the disclosure provisions of SFAS No. 123 "Accounting for Stock-Based Compensation." Had the company recorded compensation expense for the fair value of options granted consistent with SFAS No. 123, earnings from continuing operations would have been reduced by approximately $14, $13 and $16 in 2001, 2000 and 1999, respectively. Earnings per share from continuing operations, both basic and assuming dilution, would have been reduced by $.03 in both 2001 and 2000, and $.04 in 1999. In 2001, the Board of Directors authorized the conversion of certain stock options to shares of restricted stock based on specified conversion ratios. The exchange, which was voluntary, replaced approximately 4.7 million options with approximately one million restricted shares. Depending on the original grant date of the options, the restricted shares vest in 2002, 2003 or 2004. The company recognizes compensation expense throughout the vesting period of the restricted stock. Compensation expense related to this award was $8 in 2001. The weighted average fair value of options granted in 2001, 2000 and 1999 was estimated as $7.96, $7.94 and $11.49, respectively. The fair value of each option grant at grant date is estimated using the Black-Scholes option pricing model. The following weighted average assumptions were used for grants in 2001, 2000 and 1999:

2001 2000 1999 ---- ---- ---- Risk-free interest rate 5.1% 6.3% 6.2% Expected life (in years) 6 6 6 Expected volatility 30% 29% 24% Expected dividend yield 3.1% 3.0% 2.0%

Restricted shares granted are as follows:

(shares in thousands) 2001 2000 1999 ---- ---- ---- Restricted Shares Granted 184 573 1,804

Information about stock options and related activity is as follows:

Weighted Weighted Weighted Average Average Average (options in Exercise Exercise Exercise thousands) 2001 Price 2000 Price 1999 Price ------- ---------- ------- ---------- ------- ---------- Beginning of year 24,024 $ 32.16 19,880 $ 32.37 18,366 $ 28.72 Granted 1,361 31.95 6,105 29.84 3,890 42.79 Exercised (2,434) 16.82 (1,350) 17.81 (2,122) 17.75 Terminated (929) 40.36 (611) 45.40 (254) 45.61 Converted to restricted stock (4,652) 46.13 - - - - ------- ---------- ------- ----- ------- ----- End of year 17,370 $ 30.30 24,024 $ 32.16 19,880 $ 32.37 ------- ------- Exercisable at end of year 12,160 14,850 14,019 ====== ====== =======

(options in thousands) Stock Options Outstanding Exercisable Options ---------------------------------- --------------------- Weighted Average Weighted Weighted Range of Remaining Average Average Exercise Contractual Exercise Exercise Prices Shares Life Price Shares Price --------------- ------ --- ------ ------ ------- $16.26 - $22.60 3,809 2.5 $19.54 3,809 $ 19.54 $23.18 - $31.91 9,871 6.9 $30.52 6,078 $ 31.12 $32.03 - $44.41 3,032 6.7 $39.16 1,627 $ 43.29 $44.61 - $56.50 658 3.9 $53.81 646 $ 53.83 ------ ------ 17,370 12,160 ====== ======

In 1999, the company entered into forward stock purchase contracts to partially hedge the company's equity exposure from its stock option program. On December 12, 2000, the company purchased 11 million shares of common stock under the existing forward contracts for approximately $521. For the periods presented in the Consolidated Statements of Earnings, the calculations of basic earnings per share and earnings per share assuming dilution vary in that the weighted average shares outstanding assuming dilution includes the - 51 - 22 Notes to Consolidated Financial Statements (dollars in millions, except per share amounts) incremental effect of stock options, except when such effect would be antidilutive. In 2001, 2000 and 1999, the weighted average shares outstanding assuming dilution also includes the incremental effect of approximately three million, four million and two hundred thousand shares, respectively, under forward stock purchase contracts. note 20 contingencies The company is a party to lawsuits and claims arising out of the normal course of business. 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. note 21 statements of cash flows

2001 2000 1999 ---- ---- ---- Interest paid, net of amounts capitalized $208 $199 $181 Interest received $ 12 $ 10 $ 11 Income taxes paid $310 $253 $300

note 22 subsequent event (unaudited) On September 20, 2001, the company issued $300 seven-year fixed-rate notes at 5.875%. The proceeds were used to repay short-term borrowings. In conjunction with the issuance of these notes, the company also entered into a seven-year interest rate swap contract, which converted $75 of the fixed rate interest obligations to variable rate debt. note 23 quarterly data (unaudited)

2001 FIRST SECOND THIRD FOURTH ---------- ---------- ---------- ---------- NET SALES(1) $ 1,830 $ 2,017 $ 1,487 $ 1,330 COST OF PRODUCTS SOLD(1) 859 922 715 650 NET EARNINGS 204 271 122 52 PER SHARE - BASIC NET EARNINGS 0.48 0.65 0.30 0.13 DIVIDENDS 0.225 0.225 0.225 0.225 PER SHARE - ASSUMING DILUTION NET EARNINGS 0.47 0.65 0.30 0.13 MARKET PRICE HIGH $ 28.81 $ 35.44 $ 33.05 $ 31.00 LOW $ 23.75 $ 28.19 $ 28.25 $ 25.75

2000 First Second Third Fourth ---------- ---------- ---------- ---------- Net sales(1) $ 1,819 $ 1,972 $ 1,442 $ 1,233 Cost of products sold(1) 860 904 712 631 Net earnings 235 281 139 59 Per share - basic Net earnings 0.55 0.66 0.33 0.14 Dividends 0.225 0.225 0.225 0.225 Per share - assuming dilution Net earnings 0.54 0.65 0.32 0.14 Market price High $ 45.88 $ 47.00 $ 35.38 $ 33.31 Low $ 38.00 $ 29.25 $ 25.44 $ 25.44 (1) In 2001, financial results were restated to conform to the requirements of Emerging Issues Task Force Issue No. 00-10 "Accounting for Shipping and Handling Fees and Costs." Shipping and handling costs of $207 in 2001 and $199 in 2000 were reclassified from Net sales to Cost of products sold.

- 52 - 23 Report of Management The accompanying financial statements have been prepared by the management of the company in conformity with generally accepted accounting principles to reflect the financial position of the company and its operating results. Financial information appearing throughout this Annual Report is consistent with that in the financial statements. Management is responsible for the information and representations in such financial statements, including the estimates and judgments required for their preparation. In order to meet its responsibility, management maintains a system of internal controls designed to assure that assets are safeguarded and that financial records properly reflect all transactions. The company also maintains a worldwide auditing function to periodically evaluate the adequacy and effectiveness of such internal controls, as well as the company's administrative procedures and reporting practices. The company believes that its long-standing emphasis on the highest standards of conduct and business ethics, set forth in extensive written policy statements, serves to reinforce its system of internal accounting controls. The report of PricewaterhouseCoopers LLP, the company's independent accountants, covering their audit of the financial statements, is included in this Annual Report. Their independent audit of the company's financial statements includes a review of the system of internal accounting controls to the extent they consider necessary to evaluate the system as required by generally accepted auditing standards. The company's internal auditors report directly to the Audit Committee of the Board of Directors, which is composed entirely of Directors who are not officers or employees of the company. The Audit Committee meets periodically with the internal auditors, other management personnel, and the independent accountants. The independent accountants and the internal auditors have had, and continue to have, direct access to the Audit Committee without the presence of other management personnel, and have been directed to discuss the results of their audit work and any matters they believe should be brought to the Committee's attention. /s/ Douglas R. Conant Douglas R. Conant President and Chief Executive Officer /s/ Robert A. Schiffner Robert A. Schiffner Senior Vice President and Chief Financial Officer /s/ Gerald S. Lord Gerald S. Lord Vice President - Controller September 6, 2001 Report of Independent Accountants TO THE SHAREOWNERS AND DIRECTORS OF CAMPBELL SOUP COMPANY In our opinion, the accompanying consolidated balance sheets and the related consolidated statements of earnings, shareowners' equity and cash flows present fairly, in all material respects, the financial position of Campbell Soup Company and its subsidiaries at July 29, 2001 and July 30, 2000, and the results of their operations and their cash flows for each of the three years in the period ended July 29, 2001, in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the company's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. /s/ PricewaterhouseCoopers LLP Philadelphia, Pennsylvania September 6, 2001 - 53 - 24 Five-Year Review - Consolidated (millions, except per share amounts)

Fiscal Year 2001(1) 2000 1999(2) 1998(3) 1997(4) -------- -------- -------- -------- -------- SUMMARY OF OPERATIONS Net sales $ 6,664 $ 6,466 $ 6,626 $ 6,944 $ 6,878 Earnings before interest and taxes 1,194 1,265 1,270 1,248 1,149 Earnings before taxes 987 1,077 1,097 1,073 991 Earnings from continuing operations 649 714 724 689 634 Earnings (loss) from discontinued operations - - - (18) 79 Net earnings 649 714 724 660 713 Cash margin(5) 22.0% 23.5% 23.0% 21.8% 20.9% FINANCIAL POSITION Net assets of discontinued operations $ - $ - $ - $ - $ 632 Plant assets - net 1,637 1,644 1,726 1,723 2,044 Total assets 5,927 5,196 5,522 5,633 6,196 Total debt 4,049 3,091 3,317 2,570 2,657 Shareowners' equity (247) 137 235 874 1,420 PER SHARE DATA Earnings from continuing operations - basic $ 1.57 $ 1.68 $ 1.64 $ 1.52 $ 1.34 Earnings from continuing operations - assuming dilution 1.55 1.65 1.63 1.50 1.33 Net earnings - basic 1.57 1.68 1.64 1.46 1.51 Net earnings - assuming dilution 1.55 1.65 1.63 1.44 1.49 Dividends declared 0.90 0.90 0.885 0.823 0.75 OTHER STATISTICS Capital expenditures $ 200 $ 200 $ 297 $ 256 $ 252 Number of shareowners (in thousands) 48 51 51 51 49 Weighted average shares outstanding 414 425 441 454 472 Weighted average shares outstanding - assuming dilution 418 432 445 460 478 (1) 2001 results include pre-tax costs of $15 ($11 after tax or $.03 per share basic and assuming dilution) related to an Australian manufacturing reconfiguration. Of this amount, pre-tax costs of approximately $5 were recorded in Cost of products sold. {2} 1999 earnings from continuing operations include a net pre-tax restructuring charge of $36; $27 after tax or $.06 per share (basic and assuming dilution). Earnings from continuing operations also include the effect of certain non-recurring costs of $22; $15 after tax or $.03 per share (basic and assuming dilution). (3) 1998 earnings from continuing operations include a pre-tax restructuring charge of $262; $193 after tax or $.42 per share (basic and assuming dilution). Earnings from continuing operations also include a gain on divestiture of $14; $9 after tax or $.02 per share (basic and assuming dilution). Net earnings include the cumulative effect of a change in accounting for business process reengineering costs of $11 or $.02 per share (basic and assuming dilution). (4) 1997 earnings from continuing operations include a pre-tax restructuring charge of $204; $152 after tax or $.31 per share (basic and assuming dilution). (5) Cash margin equals earnings before interest and taxes plus depreciation, amortization and minority interest expense divided by net sales. In 2001, financial results were restated to conform to the requirements of a new accounting pronouncement. Shipping and handling costs have been reclassified from Net sales to Cost of products sold for all periods presented. The company spun off its Specialty Foods segment in 1998 and accounted for it as a discontinued operation. All information has been reclassified accordingly.

- 54 - EX-21 6 w53808ex21.htm SUBSIDIARIES OF CAMPBELL SOUP COMPANY

EXHIBIT 21

SUBSIDIARIES OF CAMPBELL

Name of Subsidiary and Name
Under Which It Does Business	Jurisdiction of Incorporation
Arnotts Biscuits Holdings Pty Limited	Australia
Arnotts Limited	Australia
Campbell Cheong Chan Malaysia Sdn. Bhd	Malaysia
Campbell Finance Corp.	Delaware
Campbell Foods Belgium N.V.	Belgium
Campbell Foodservice Company	Pennsylvania
Campbell Generale Condimentaire	France
Campbell Grocery Products Limited	United Kingdom
Campbell Investment Company	Delaware
Campbell Sales Company	New Jersey
Campbell Soup Company Ltd—Les Soupes	Canada
Campbell Ltee
Campbell Soup Sweden AB	Sweden
Campbell Soup Supply Company L.L.C.	Delaware
Campbell Soup UK Limited	United Kingdom
Campbell’s Australasia Pty. Limited	Australia
Campbell’s de Mexico, S.A. de C. V.	Mexico
Campbell’s Netherlands B.V.	Netherlands
Campbell’s U.K. Limited	England
CSC Brands LP	Delaware
CSC UK Limited	United Kingdom
Erasco GmbH	Germany
Godiva Brands, Inc.	Delaware
Godiva Chocolatier, Inc.	New Jersey
Joseph Campbell Company	New Jersey
Liebig S.A.S.	France

EXHIBIT 21(Cont'd.)

Name of Subsidiary and Name
Under Which It Does Business	Jurisdiction of Incorporation
Pepperidge Farm, Incorporated	Connecticut
PF Brands, Inc.	Delaware
Royco Voedingsmiddelenfabrieken B.V.	Netherlands
Stockpot Inc.	Washington

The foregoing does not constitute a complete list of all subsidiaries of the registrant. The subsidiaries that have been omitted do not, if considered in the aggregate as a single subsidiary, constitute a “Significant Subsidiary” as defined by the SEC.

2 EX-23 7 w53808ex23.htm CONSENT OF INDEPENDENT ACCOUNTANTS

EXHIBIT 23

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in the Registration Statements on Form S-3 (No. 333-57474) and Form S-8 (Nos. 333-38520, 333-22803, 333-00729, 33-59797, 33-56899, 33-39032 and 33-14009) of Campbell Soup Company of our report dated September 6, 2001 relating to the financial statements, which appears in the Annual Report to Shareowners, which is incorporated in this Annual Report on Form 10-K.

PricewaterhouseCoopers LLP
Philadelphia, Pennsylvania

October 9, 2001

EX-24 8 w53808ex24.htm POWER OF ATTORNEY

EXHIBIT 24

POWER OF ATTORNEY

FORM 10-K ANNUAL REPORT FOR FISCAL 2001

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Ellen O. Kaden and John J. Furey, each of them, until December 31, 2001, their true and lawful attorneys-in-fact and agents, with full power of substitution and revocation, for them and in their name, place and stead, in any and all capacities, to sign Campbell Soup Company’s Form 10-K Annual Report to the Securities and Exchange Commission for the fiscal year ended July 29, 2001, and any amendments thereto, and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents may lawfully do or cause to be done by virtue hereof.

CAMPBELL SOUP COMPANY

Signature	Dated as of September 28, 2001
/s/Alva A. App Alva A. App	/s/Philip E. Lippincott Philip E. Lippincott
/s/Edmund M. Carpenter Edmund M. Carpenter	/s/Mary Alice D. Malone Mary Alice D. Malone
/s/ Douglas R. Conant Douglas R. Conant	/s/Charles H. Mott Charles H. Mott
/s/Bennett Dorrance Bennett Dorrance	/s/Charles R. Perrin Charles R. Perrin
/s/Thomas W. Field, Jr. Thomas W. Field, Jr.	/s/George M. Sherman George M. Sherman
/s/Kent B. Foster Kent B. Foster	/s/Donald M. Stewart Donald M. Stewart
/s/Harvey Golub Harvey Golub	/s/George Strawbridge, Jr. George Strawbridge
/s/David K. P. Li David K. P. Li	/s/Charlotte C. Weber Charlotte C. Weber

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EX-10.D

   1
                                 EXHIBIT 10(d)


                              CAMPBELL SOUP COMPANY

                          MID-CAREER HIRE PENSION PLAN

                  (AS AMENDED EFFECTIVE AS OF JANUARY 25, 2001)
   2
                              CAMPBELL SOUP COMPANY

                          MID-CAREER HIRE PENSION PLAN

                                TABLE OF CONTENTS

                                                                                             
ARTICLE I            DEFINITIONS...................................................................1

ARTICLE II           ELIGIBILITY AND PARTICIPATION.................................................3

ARTICLE III          VESTING AND BENEFITS..........................................................4

ARTICLE IV           DEATH AND DISABILITY BENEFITS.................................................4

ARTICLE V            CONDITIONS TO BENEFIT ENTITLEMENT.............................................5

ARTICLE VI           BENEFIT FORMULAS..............................................................6

ARTICLE VII          DISTRIBUTION OF BENEFITS; BENEFICIARY.........................................8

ARTICLE VIII         ADMINISTRATIVE PROCEDURES....................................................10

ARTICLE IX           CLAIMS PROCEDURE.............................................................10

ARTICLE X            AMENDMENT, SUSPENSION OR TERMINATION.........................................12

ARTICLE XI           CHANGE IN CONTROL............................................................12

ARTICLE XII          MISCELLANEOUS................................................................16

APPENDIX A           GRANDFATHERED BENEFIT FORMULAS..............................................A-1



                                       i
   3
                              CAMPBELL SOUP COMPANY
                          MID-CAREER HIRE PENSION PLAN
                  (AS AMENDED EFFECTIVE AS OF JANUARY 25, 2001)

         The Campbell Soup Company Mid-Career Hire Pension Plan (the "Plan") is
designed to provide selected management or highly compensated employees of the
Company and its Subsidiaries, who are or were hired as executives in key
management positions in the midst of their business careers, with retirement
benefits that may supplement the retirement income that they receive from
designated Company sources, including the Qualified Plans and the Nonqualified
Plans. The Plan is intended to be an "unfunded" plan maintained for the purpose
of providing deferred compensation to a select group of management or highly
compensated employees for purposes of Title I of the Employee Retirement Income
Security Act of 1974, as amended. This amendment and restatement of the Plan is
generally effective as of January 25, 2001. The benefits provided under the Plan
to a Participant who terminated employment from the Campbell Group prior to
January 25, 2001, shall be determined solely in accordance with the terms of the
Plan as in effect as of the date of such termination.

                                    ARTICLE I

                                   DEFINITIONS

         Unless the context otherwise requires, the following words and phrases
as used herein shall have the following meanings:

         Section 1.1 "ACTUARIAL EQUIVALENT" means a benefit of equal value
computed using an interest rate of five percent and the mortality assumptions
set forth in Appendix K of the Retirement Plan; provided, however, that for
purposes of valuing the five equal annual installment distribution option
described in Section 7.2(a), the lump sum death benefits described in Article
VII, and the lump sum benefit described in Section 11.4, Actuarial Equivalent
shall be calculated using the discount rate used by the Company on its financial
statements at the time of distribution applicable under Financial Accounting
Standards Board Statement No. 87, and the "applicable mortality table" published
in Revenue Ruling 95-6 or such other applicable guidance from the Internal
Revenue Service.

         Section 1.2 "ADJUSTED FINAL PAY" means the Participant's Final Average
Pay, as that term is defined in the Retirement Plan, and in addition all amounts
   4
that would otherwise be included in Earnings, as that term is defined in the
Retirement Plan, but for the fact that the Participant elected to defer receipt
of such amounts under the Campbell Soup Company Deferred Compensation Plan.

         Section 1.3 "ADMINISTRATIVE COMMITTEE" means the Administrative
Committee as that term is defined in the Retirement Plan.

         Section 1.4 "BOARD" means the Board of Directors of the Company.

         Section 1.5 "CAMPBELL GROUP" means Campbell Soup Company and all of its
Subsidiaries.

         Section 1.6 "COMPANY" means Campbell Soup Company its successors and
assigns.

         Section 1.7 "COMPENSATION COMMITTEE" means the Compensation and
Organization Committee of the Board.

         Section 1.8 "EFFECTIVE DATE" means March 27, 1986, when the Board
approved the Plan.

         Section 1.9 "EFFECTIVE RETIREMENT DATE" means the Participant's
Effective Retirement Date as that term is defined in the Retirement Plan.

         Section 1.10 "NORMAL RETIREMENT DATE" means the Participant's Normal
Retirement Date as that term is defined in the Retirement Plan.

         Section 1.11 "NONQUALIFIED PLANS" means the Company's excess benefit
pension arrangements as in effect from time to time on and after the Effective
Date, but not including this Plan or any other supplemental pension arrangement
adopted on or after the Effective Date.

         Section 1.12 "PARTICIPANT" means an employee who is eligible for the
Plan in accordance with Article II.

         Section 1.13 "PLAN" means the Company's Mid-Career Hire Pension Plan
set forth herein and as amended from time to time.

         Section 1.14 "QUALIFIED PLANS" means the Retirement Plan and any plan
maintained outside of the United States that provides life-time retirement
benefits and is funded by the Company or a Subsidiary.


                                       2
   5
         Section 1.15 "RETIREMENT PLAN" means the Campbell Soup Company
Retirement and Pension Plan for Salaried Employees as in effect from time to
time on and after the Effective Date.

         Section 1.16 "SOCIAL SECURITY COVERED COMPENSATION" means the
Participant's Social Security Covered Compensation as that term is defined in
the Retirement Plan.

         Section 1.17 "SPOUSE" means the Participant's Spouse as that term is
defined in the Retirement Plan.

         Section 1.18 "SUBSIDIARY" means a corporation, the majority of the
voting stock of which is owned directly or indirectly by the Company.

         Section 1.19 "TOTAL DISABILITY" means Total Disability as that term is
defined in the Retirement Plan.

         Section 1.20 "YEARS OF SERVICE" means all the Participant's Years of
Vesting Service, as that term is defined and determined in accordance with the
provisions of the Retirement Plan, but for this Plan determined using all
employment with the Company and any Subsidiary.

                                   ARTICLE II

                          ELIGIBILITY AND PARTICIPATION

          Individuals who may be eligible for the Plan are executives of the
Company or a Subsidiary in key management positions who are covered by the
Retirement Plan. All such executives in salary grade level 46 or higher are
automatically eligible for and shall become Participants in this Plan. Other
executives who shall become Participants shall be selected from among those
eligible at any time and from time to time by the Compensation Committee, or by
the President of the Company, in its, or his or her, sole discretion. The
Compensation Committee may delegate its authority to select executives who are
eligible for the Plan. A Participant who terminates employment from the Campbell
Group shall not be eligible to participate in the Plan upon any subsequent
reemployment, and all service with and compensation from the Campbell Group, and
all accruals under the Qualified and Nonqualified Plans, attributable to the
post-reemployment period shall be disregarded in determining Plan benefits.


                                       3
   6
                                   ARTICLE III

                              VESTING AND BENEFITS

         Section 3.1 VOLUNTARY RESIGNATION BEFORE AGE 55. Any Participant who
voluntarily resigns without the consent of the President of the Company before
attaining age 55 automatically forfeits all benefits under the Plan regardless
of the Participant's number of years of employment.

         Section 3.2 TERMINATION BEFORE FIVE YEARS OF EMPLOYMENT. Any
Participant whose employment terminates for any reason, other than death or
Total Disability, prior to the Participant's completing five years of employment
with the Campbell Group shall automatically forfeit all benefits under the Plan.

         Section 3.3 TERMINATION BY THE COMPANY AFTER FIVE YEARS OF EMPLOYMENT
AND BEFORE AGE 55. Any Participant who is terminated by the Company after
completing five years of employment with the Campbell Group and prior to
attaining age 55 shall be vested in the Accelerated Benefit only. Such
Participant's Accelerated Benefit shall be determined under Section 6.1, or, as
applicable, Section 6.3.

         Section 3.4 RETIREMENT ON OR AFTER AGE 55 WITH FIVE YEARS OF
EMPLOYMENT. Any Participant who retires on or after age 55 with five years of
employment with the Campbell Group shall be vested in the Income Replacement
Benefit only. Such Participant's Income Replacement Benefit shall be determined
under Section 6.2, or, as applicable, Section 6.3.

                                   ARTICLE IV

                          DEATH AND DISABILITY BENEFITS

         Section 4.1 If a Participant's employment terminates due to death or
Total Disability prior to either or both of the attainment of age 55 and/or the
completion of five years of employment with the Campbell Group, the Participant
or Participant's beneficiary shall be immediately vested in and entitled to the
Accelerated Benefit as determined under Section 6.1, or, as applicable, Section
6.3, based upon his Years of Service to the date of his death or Total
Disability.


                                       4
   7
         Section 4.2 If a Participant's employment terminates due to death or
Total Disability after he has attained age 55 and completed five years of
employment, the Participant or Participant's beneficiary shall be entitled to
the Income Replacement Benefit as determined under Section 6.2, or, as
applicable, Section 6.3, based upon his Years of Service to the date of his
death or Total Disability.

                                    ARTICLE V

                        CONDITIONS TO BENEFIT ENTITLEMENT

         Section 5.1 CONDITIONS. Subject to the provisions of Section 5.2, each
payment of benefits under this Plan shall be subject to the conditions that:

                  (a) the Participant's employment with the Campbell Group shall
not have been terminated for willful, deliberate or gross misconduct; and

                  (b) prior to such payment, the Participant shall not have
engaged in conduct materially detrimental to the interests of the Company or any
Subsidiary, including, without limitation, engaging in any business competitive
with a business in which the Company or a Subsidiary (i) was engaged at any time
during the Participant's employment with the Campbell Group and (ii) is engaged
at the time the Participant is engaged in the competitive business.

         Section 5.2 FAILURE TO SATISFY CONDITIONS. If the Participant shall
fail to satisfy any of the conditions set forth in Section 5.1, the Company
shall not be obligated after such failure to pay any benefits remaining to be
paid to or on behalf of the Participant, provided all of the following shall
have taken place:

                  (a) the Secretary of the Company, at the direction of the
Compensation Committee, shall have given written notice to the Participant
(hereafter referred to as the "Notice") setting forth with reasonable
specificity (i) the alleged failure, and (ii) the loss of rights to benefits
that will occur unless the Participant rectifies such failure to the
satisfaction of the Compensation Committee within 30 days after his receipt of
the Notice;

                  (b) the Participant shall not have rectified such failure to
the satisfaction of the Compensation Committee within 30 days after his receipt
of the Notice; and


                                       5
   8
                  (c) the Secretary of the Company, at the direction of the
Compensation Committee and after the expiration of the 30-day period referred to
in clause (b) above, shall have given written notice to the Participant that, in
the opinion of the Compensation Committee, he has not rectified the failure.

                                   ARTICLE VI

                                BENEFIT FORMULAS

         Section 6.1 ACCELERATED BENEFIT FORMULA. The Accelerated Benefit is the
benefit, expressed as a straight life annuity commencing on the Participant's
Normal Retirement Date, equal to the excess, if any, of (a) over (b) where:

                  (a) is 2% multiplied by the Participant's Years of Service,
with such product, not to exceed 37.5%, multiplied by the Participant's Adjusted
Final Pay; and

                  (b) is the sum of (i) plus (ii) where:

                           (i) is the straight life annuity payable to the
Participant under the Qualified Plans commencing on his Normal Retirement Date,
excluding for this purpose the portion of such annuity attributable to the
Additional Annuity Benefit described in Section 4A.07 of the Retirement Plan,
and

                           (ii) is the straight life annuity payable to the
Participant under the Nonqualified Plans commencing on his Normal Retirement
Date.

A Participant's Accelerated Benefit determined under the preceding sentence
shall be reduced in accordance with the factors in Schedule 1 or 3, as
applicable, of Appendix I of the Retirement Plan based on the Participant's age
at the time his Plan benefits are scheduled to commence.

         Section 6.2 INCOME REPLACEMENT BENEFIT FORMULA. The Income Replacement
Benefit is the benefit, expressed as a straight life annuity commencing on the
Participant's Normal Retirement Date, equal to the sum of (a) plus (b) where:

                  (a)      is the excess of (i) over (ii) where:


                                       6
   9
                           (i) is 37.5% of the Participant's Adjusted Final Pay,
and

                           (ii) is the sum of (A) the straight life annuity
payable to the Participant under the Qualified Plans commencing on his Normal
Retirement Date, excluding for this purpose the portion of such annuity
attributable to the Additional Annuity Benefit described in Section 4A.07 of the
Retirement Plan, plus (B) the straight life annuity payable to the Participant
under the Nonqualified Plans commencing on his Normal Retirement Date; and

                  (b)      is the excess of (i) over (ii) where:

                           (i) is the benefit described in Section 4A.07 of the
Retirement Plan calculated as if the Participant had completed 35 Years of
Service, and

                           (ii) is the actual benefit to which the Participant
is entitled under Section 4A.07 of the Retirement Plan.

A Participant's Income Replacement Benefit determined under the preceding
sentence shall be reduced in accordance with the factors in Schedule 2 of
Appendix I of the Retirement Plan based on the Participant's age at the time his
Plan benefits are scheduled to commence.

         Section 6.3 GRANDFATHERED BENEFIT FORMULAS FOR PRE-JANUARY 25, 2001
PARTICIPANTS. The Accelerated Benefit of a Participant who was covered by the
Plan as a Participant prior to January 25, 2001, shall be the greater of the
amount determined under Section 6.1, or the amount determined under the
Grandfathered Accelerated Benefit formula set forth in Appendix A.

         The Income Replacement Benefit of a Participant who was covered by the
Plan as a Participant prior to January 25, 2001, shall be the greater of the
amount determined under Section 6.2, or the amount determined under the
Grandfathered Income Replacement Benefit formula set forth in Appendix A.

         Section 6.4 TEMPORARY ADDITIONAL BENEFIT FOR CERTAIN PARTICIPANTS AND
SPOUSES ELIGIBLE FOR THE INCOME REPLACEMENT BENEFIT. If a Participant is
entitled to the Income Replacement Benefit due to his retirement or Total
Disability prior to age 65, or if a Participant's Spouse is entitled to the
Income Replacement Benefit due to the Participant's death prior to age 65, the
Participant, or, if applicable, his Spouse, shall receive a temporary monthly


                                       7
   10
benefit equal to the excess of (a) the benefit described in Section 4A.10(d) of
the Retirement Plan calculated as if the Participant had completed 35 Years of
Service, over (b) the actual benefit to which the Participant or, if applicable,
his Spouse, is entitled under Section 4A.10(d) of the Retirement Plan.
Notwithstanding the provisions of Article VII, such benefit shall be paid to the
Participant or, if applicable, his Spouse, for the same period as provided under
Section 4A.10(d) of the Retirement Plan; provided, however, that if the
Participant, or, if applicable, his Spouse, elects to receive the Income
Replacement Benefit in the form of five equal annual installments as permitted
under Section 7.2(a), the Actuarial Equivalent value of the temporary monthly
benefit described in this paragraph shall be payable as part of such
installments and will not be paid as a monthly benefit. Notwithstanding anything
to the contrary in this paragraph, the benefit described in this paragraph shall
not be paid to a Participant or Spouse who receives any Company paid retiree
medical coverage.

                                   ARTICLE VII

                      DISTRIBUTION OF BENEFITS; BENEFICIARY

         Section 7.1 TIMING OF DISTRIBUTION. A Participant may elect to commence
receiving the value of his Plan benefit as of the first day of any month
following the month in which he terminates employment, but no later than the
later of his Normal Retirement Date or the month following the month in which he
terminates employment. If the Participant retires or otherwise terminates
employment after becoming entitled to benefits under Article III and dies prior
to the date his Plan benefits are scheduled to commence, then the Participant's
benefit shall be paid to his beneficiary in accordance with the provisions of
Section 7.4.

         Section 7.2 FORM AND VALUATION OF DISTRIBUTION. A Participant may elect
to receive the value of his Plan benefit in any of the following forms, each of
which shall be of Actuarial Equivalent value to the Participant's benefit
determined under Article VI as of the date his benefits are scheduled to
commence: (a) five equal annual installments, (b) a single life annuity for the
Participant's life with, in the case of a Participant who was a participant in
the Retirement Plan prior to May 1, 1999, 60 monthly installments guaranteed, or
(c) a joint and survivor annuity that provides a 50%, 75% or 100% survivor
annuity to the Participant's surviving spouse following the Participant's death.

         Section 7.3 BENEFICIARY DESIGNATION. The beneficiary of the Participant
under the Retirement Plan shall automatically be deemed to be designated as


                                       8
   11
the recipient of the retirement benefits, if any, payable under this Plan in the
event of the Participant's death.

   Section 7.4     BENEFICIARY DISTRIBUTIONS.

                  (a) If a beneficiary becomes entitled to death benefits under
Article IV or because a terminated or retired Participant dies prior to his
scheduled date of distribution under Section 7.1, then such benefit shall be
distributed as follows:

                           (i) if the beneficiary is the surviving spouse of the
Participant, the surviving spouse will have the same distribution options that
would have been available to the Participant under Sections 7.1, 7.2(a), and
7.2(b).

                           (ii) if the beneficiary is not the Participant's
surviving spouse, the Actuarial Equivalent present value of such benefit shall
be paid to the beneficiary as soon as administratively practicable following the
Participant's death.

                  (b) If the Participant dies after payment of his Plan benefits
has commenced in accordance with Sections 7.1 and 7.2, then benefits shall be
paid to his beneficiary only as described below:

                           (i) if the Participant was receiving benefits under
the five equal annual installment method, then any remaining installments shall
be paid as originally scheduled if the Participant's beneficiary is his
surviving spouse, or, if the beneficiary is not his surviving spouse, the
Actuarial Equivalent present value of the remaining payments shall be paid to
the Participant's beneficiary as soon as administratively practicable following
the Participant's death;

                           (ii) if the Participant was receiving benefits under
the single life annuity method, no benefits shall be paid following the
Participant's death, except to the extent necessary to comply with the 60
monthly installment guarantee (if applicable); and

                           (iii) if the Participant was receiving benefits under
the joint and 50%, 75% or 100% survivor annuity method, benefits shall be paid
to the Participant's survivor annuitant (if still living) at the applicable rate
for the remainder of the survivor annuitant's life.


                                       9
   12
         Section 7.5 ELECTION TO RECEIVE DISTRIBUTION. A Participant, or, if
applicable, a beneficiary who is the Participant's surviving spouse, shall elect
the timing and form of distribution of his benefit in accordance with procedures
established by the Administrative Committee.

                                  ARTICLE VIII

                            ADMINISTRATIVE PROCEDURES

         Section 8.1 GENERAL. The Plan shall be administered by the
Administrative Committee. The Administrative Committee shall establish such
rules, regulations and instruments for the administration of the Plan as it
deems necessary or advisable.

         Section 8.2 PLAN INTERPRETATION. The Administrative Committee shall
have responsibility, and full and absolute discretion and authority, to
administer and interpret the Plan. The Administrative Committee's
interpretations of the Plan, as well as all actions taken and determinations
made by the Administrative Committee pursuant to the powers vested in it
hereunder, shall be conclusive and binding on all parties concerned. Benefits
under the Plan shall be paid only if the Administrative Committee decides in its
discretion that the applicant is entitled to them.

         Section 8.3 RESPONSIBILITIES AND REPORTS. The Administrative Committee
may pursuant to a written instruction name other persons to carry out specific
responsibilities. The Administrative Committee shall be entitled to rely
conclusively upon all tables, valuations, certificates, opinions and reports
that are furnished by any accountant, controller, counsel, or other person who
is employed or engaged for such purposes.

                                   ARTICLE IX

                                CLAIMS PROCEDURE

         Section 9.1 DENIAL OF CLAIM FOR BENEFITS. Any denial by the
Administrative Committee of any claim for benefits under the Plan by a
Participant or beneficiary shall be stated in writing by the Administrative
Committee and delivered or mailed to the Participant or beneficiary. The
Administrative Committee shall furnish the claimant with notice of the decision
not later than 90 days after the receipt of the claim, unless special
circumstances require an extension of time for processing the claim. If such an
extension of time for processing is required, written notice of the extension
shall be furnished to the


                                       10
   13
claimant prior to the termination of the initial 90-day period. In no event
shall such extension exceed a period of 90 days from the end of such initial
period. The extension notice shall indicate the special circumstances requiring
an extension of time and the date by which the Administrative Committee expects
to render the final decision. The notice of the Administrative Committee
decision shall be written in a manner calculated to be understood by the
claimant and shall include (a) the specific reasons for the denial, including,
where appropriate, references to the specific Plan provisions on which the
determination was based, (b) a description of any additional information or
material necessary to perfect the claim with an explanation of why the
information or material is necessary, and (c) a description of the Plan's review
procedures and the time limits applicable to such procedures, including a
statement of the claimant's right to bring a civil action under ERISA section
502(a) following an adverse determination on review.

         Section 9.2 APPEAL OF DENIAL. The claimant shall have 60 days after
receipt of written notification of denial of his or her claim in which to file a
written appeal with the Administrative Committee. As a part of any such appeal,
the claimant may submit written comments, documents, records, and other
information relating to the claim. Upon request and free of charge, the claimant
shall be provided reasonable access to and copies of all documents, records, and
other information relevant to the claim. In reviewing the claim, the
Administrative Committee shall take into account all comments, documents,
records, and other information submitted by the claimant relating to the claim,
without regard to whether such information was submitted or considered in the
initial benefit determination. The Administrative Committee shall notify the
claimant of its decision on the appeal not later than 60 days after the receipt
of the appeal, unless special circumstances require an extension of time for
processing the appeal. If such an extension of time for processing is required,
written notice of the extension shall be furnished to the claimant prior to the
termination of the initial 60-day period. In no event shall such extension
exceed a period of 60 days from the end of such initial period. The extension
notice shall indicate the special circumstances requiring an extension of time
and the date by which the Administrative Committee expects to render the final
decision. In the case of an adverse benefit determination, the notice shall set
forth, in a manner calculated to be understood by the claimant, (a) the specific
reasons for the denial, including, where appropriate, references to the specific
Plan provisions on which the determination was based, (b) a statement that, upon
request and free of charge, the claimant is entitled to receive reasonable
access to and copies of all documents, records, and other information relevant
to the claimant's claim for benefits, and (c) a


                                       11
   14
statement of the claimant's right to bring a civil action under ERISA section
502(a).

                                    ARTICLE X

                      AMENDMENT, SUSPENSION OR TERMINATION

          The Compensation Committee or its delegate may amend, suspend or
terminate the Plan in whole or part; but no such amendment, suspension or
termination may adversely affect benefits accrued by a Participant based upon
his Years of Service to the date of such amendment, suspension or termination.

                                   ARTICLE XI

                                CHANGE IN CONTROL

         Section 11.1 CONTRARY PROVISIONS. Notwithstanding anything contained in
the Plan to the contrary, the provisions of this Article XI shall govern and
supersede any inconsistent terms or provisions of the Plan.

         Section 11.2 DEFINITION OF CHANGE IN CONTROL. For purposes of the Plan
"Change in Control" shall mean any of the following events:

                  (a) The acquisition in one or more transactions by any
"Person" (as the term person is used for purposes of Section 13(d) or 14(d) of
the Securities Exchange Act of 1934, as amended (the "1934 Act")) of "Beneficial
Ownership" (within the meaning of Rule 13d-3 promulgated under the 1934 Act) of
twenty-five percent (25%) or more of the combined voting power of the Company's
then outstanding voting securities (the "Voting Securities"); provided, however,
that for purposes of this Section 11.2(a), the Voting Securities acquired
directly from the Company by any Person shall be excluded from the determination
of such Person's Beneficial Ownership of Voting Securities (but such Voting
Securities shall be included in the calculation of the total number of Voting
Securities then outstanding); or

                  (b) The individuals who, as of January 25, 1990, are members
of the Board (the "Incumbent Board"), cease for any reason to constitute at
least two-thirds of the Board; provided, however, that if the election, or
nomination for election by the Company's stockholders, of any new director was
approved by a vote of at least two-thirds of the Incumbent Board, such new
director shall, for purposes of the Plan, be considered as a member of the
Incumbent Board; or


                                       12
   15
                  (c) Approval by stockholders of the Company of (1) a merger or
consolidation involving the Company if the stockholders of the Company,
immediately before such merger or consolidation, do not own, directly or
indirectly, immediately following such merger or consolidation, more than eighty
percent (80%) of the combined voting power of the outstanding voting securities
of the corporation resulting from such merger or consolidation in substantially
the same proportion as their ownership of the Voting Securities immediately
before such merger or consolidation or (2) a complete liquidation or dissolution
of the Company or an agreement for the sale or other disposition of all or
substantially all of the assets of the Company; or

                  (d) Acceptance of stockholders of the Company of shares in a
share exchange if the stockholders of the Company, immediately before such share
exchange, do not own, directly or indirectly, immediately following such share
exchange, more than eighty percent (80%) of the combined voting power of the
outstanding voting securities of the corporation resulting from such share
exchange in substantially the same proportion as their ownership of the Voting
Securities outstanding immediately before such share exchange.

         Notwithstanding the foregoing, a Change in Control shall not be deemed
to occur solely because twenty-five percent (25%) or more of the then
outstanding Voting Securities is acquired by (i) a trustee or other fiduciary
holding securities under one or more employee benefit plans maintained by the
Company or any of its Subsidiaries, (ii) any corporation which, immediately
prior to such acquisition, is owned directly or indirectly by the stockholders
of the Company in the same proportion as their ownership of stock in the Company
immediately prior to such acquisition, (iii) any "Grandfathered Dorrance Family
Stockholder" (as hereinafter defined) or (iv) any Person who has acquired such
Voting Securities directly from any Grandfathered Dorrance Family Stockholder
but only if such Person has executed an agreement which is approved by
two-thirds of the Board and pursuant to which such Person has agreed that he (or
they) will not increase his (or their) Beneficial Ownership (directly or
indirectly) to 30% or more of the outstanding Voting Securities (the "Standstill
Agreement") and only for the period during which the Standstill Agreement is
effective and fully honored by such Person. For purposes of this Section,
"Grandfathered Dorrance Family Stockholder" shall mean at any time a "Dorrance
Family Stockholder" (as hereinafter defined) who or which is at the time in
question the Beneficial Owner solely of (v) Voting Securities Beneficially Owned
by such individual on January 25, 1990, (w) Voting Securities acquired directly
from the Company, (x) Voting Securities acquired directly from another
Grandfathered Dorrance Family

                                       13
   16
Stockholder, (y) Voting Securities which are also Beneficially Owned by other
Grandfathered Dorrance Family Stockholders at the time in question, and (z)
Voting Securities acquired after January 25, 1990 other than directly from the
Company or from another Grandfathered Dorrance Family Stockholder by any
"Dorrance Grandchild" (as hereinafter defined) provided that the aggregate
amount of Voting Securities so acquired by each such Dorrance grandchild shall
not exceed five percent (5%) of the Voting Securities outstanding at the time of
such acquisition. "Dorrance Family Stockholder" who or which is at the time in
question the Beneficial Owner of Voting Securities which are not specified in
clauses (v), (w), (x), (y) and (z) of the immediately preceding sentence shall
not be a Grandfathered Dorrance Family Stockholder at the time in question. For
purposes of this Section, "Dorrance Family Stockholders" shall mean individuals
who are descendants of the late Dr. John T. Dorrance, Sr. and/or the spouses,
fiduciaries and foundations of such descendants. A "Dorrance Grandchild" means
as to each particular grandchild of the late Dr. John T. Dorrance, Sr., all of
the following taken collectively: such grandchild, such grandchild's descendants
and/or the spouses, fiduciaries and foundations of such grandchild and such
grandchild's descendants.

         Moreover, notwithstanding the foregoing, a Change in Control shall not
be deemed to occur solely because any Person (the "Subject Person") acquired
Beneficial Ownership of more than the permitted amount of the outstanding Voting
Securities as a result of the acquisition of Voting Securities by the Company
which, by reducing the number of Voting Securities outstanding, increases the
proportional number of shares Beneficially Owned by the Subject Person, provided
that if a Change in Control would occur (but for the operation of this sentence)
as a result of the acquisition of Voting Securities by the Company, and after
such share acquisition by the Company, the Subject Person becomes the Beneficial
Owner of any additional Voting Securities which increases the percentage of the
then outstanding Voting Securities Beneficially Owned by the Subject Person,
then a Change in Control shall occur.

Section 11.3 DEFINITION OF CAUSE. For purposes of this Article XI, a termination
for "Cause" is a termination evidenced by a resolution adopted in good faith by
two-thirds of the Board that the Participant (a) intentionally and continually
failed to substantially perform his duties with the Company (other than a
failure resulting from the Participant's incapacity due to physical or mental
illness) which failure continued for a period of at least thirty (30) days after
a written notice of demand for substantial performance has been delivered to the
Participant specifying the manner in which the Participant has failed to
substantially perform, or (b) intentionally engaged in conduct which


                                       14
   17
is demonstrably and materially injurious to the Company, monetarily or
otherwise; provided, however that no termination of the Participant's employment
shall be for Cause as set forth in clause (b) above until (x) there shall have
been delivered to the Participant a copy of a written notice setting forth that
the Participant was guilty of the conduct set forth in clause (b) and specifying
the particulars thereof in detail, and (y) the Participant shall have been
provided an opportunity to be heard by the Board (with the assistance of the
Participant's counsel if the Participant so desires). No act, nor failure to
act, on the Participant's part, shall be considered "intentional" unless he has
acted, or failed to act, with an absence of good faith and without a reasonable
belief that his action or failure to act was in the best interest of the
Company. Notwithstanding anything contained in the Plan to the contrary, in the
case of any Participant who is a party to a severance protection agreement, no
failure to perform by the Participant after a Notice of Termination (as defined
in the Participant's severance protection agreement) is given by the Participant
shall constitute Cause for purposes of the Plan.

         Section 11.4 TERMINATION OF EMPLOYMENT. If a Participant's employment
is terminated by the Company (other than for Cause) or by the Participant for
any reason within two (2) years following a Change in Control, the Company
shall, within thirty (30) days, pay to the Participant a lump sum cash payment
equal to the lump sum Actuarial Equivalent of his accrued benefit as of the date
of his termination of employment whether or not the Participant is otherwise
vested in his accrued benefit; provided, however, that for this purpose, the
term Actuarial Equivalent shall have the same meaning as such term is used in
the Retirement Plan for Salaried Employees as in effect from time to time on or
after the Effective Date.

   Section 11.5    AMENDMENT OR TERMINATION.

                  (a) This Article XI shall not be amended or terminated at any
time.

                  (b) For a period of two (2) years following a Change in
Control, the Plan shall not be terminated or amended in any way, nor shall the
manner in which the Plan is administered be changed in a way that adversely
affects the Participant's right to existing or future Company provided benefits
or contributions provided hereunder, including, but not limited to, any change
in, or to, the eligibility requirements, benefit formulae and manner and
optional forms of payments.


                                       15
   18
                  (c) Any amendment or termination of the Plan prior to a Change
in Control which (i) was at the request of a third party who has indicated an
intention or taken steps reasonably calculated to effect a Change in Control or
(ii) otherwise arose in connection with, or in anticipation of, a Change in
Control, shall be null and void and shall have no effect whatsoever.

                                   ARTICLE XII

                                  MISCELLANEOUS

         Section 12.1 NO EMPLOYMENT RIGHTS. The establishment or existence of
the Plan shall not confer upon any individual the right to be continued as an
employee. The Company and each Subsidiary expressly reserve the right to
discharge any employee whenever in its judgment its best interests so require.

         Section 12.2 NON-ALIENATION. No amounts payable under the Plan shall be
subject in any manner to anticipation, assignment, or voluntary or involuntary
alienation.

         Section 12.3 GOVERNING LAW. The Plan shall be governed by and construed
in accordance with the laws of the State of New Jersey to the extent not
preempted by federal law.

         Section 12.4 WITHHOLDING. The Company may withhold from any benefits
payable under the Plan all federal, state and local income taxes or other taxes
required to be withheld pursuant to applicable law.

         Section 12.5 UNFUNDED OBLIGATION. All benefits under the Plan represent
an unsecured promise to pay by the Company. The Plan shall be unfunded and the
benefits hereunder shall be paid only from the general assets of the Company
resulting in the Participant having no greater rights than the Company's other
general creditors. Nothing herein shall prevent or prohibit the Company from
establishing a trust or other arrangement for the purpose of providing for the
payment of the benefits payable under the Plan.

         Section 12.6 INCAPACITY. If the Administrative Committee, in its sole
discretion, deems a Participant or beneficiary who is eligible to receive any
payment hereunder to be incompetent to receive the same by reason of illness or
any infirmity or incapacity of any kind, the Administrative Committee may direct
the Company to apply such payment directly for the benefit of such person, or to
make payment to any person selected by the Administrative Committee to disburse
the same for the benefit of the Participant or



                                       16
   19
beneficiary. Payments made pursuant to this Section shall operate as a
discharge, to the extent thereof, of all liabilities of the Company, the
Administrative Committee and the Plan to the person for whose benefits the
payments are made.

         Section 12.7 SEVERABILITY. In the event that any provision of this Plan
shall be determined to be invalid or unenforceable for any reason, the remaining
provisions shall be unaffected thereby and shall remain in full force and
effect.

         Section 12.8 NOTICES.

                  (a) Any instrument to be delivered under this Plan to the
Administrative Committee shall be deemed to have been properly delivered if and
when received by the Secretary of the Company at the Company's Headquarters.

                  (b) Any instrument to be delivered under this Plan to the
Participant or his beneficiary shall be deemed to have been properly delivered
in each case if and when received by the Participant or his beneficiary or upon
deposit thereof, in a post office box regularly maintained by the United States
Government, in an envelope, properly stamped, addressed to the Participant or
his beneficiary at his address as it appears from time to time on the books of
the Company.

         Section 12.9 QUALIFIED AND NONQUALIFIED PLANS NOT AFFECTED. Any
benefits payable pursuant to this Plan are intended to be in excess of those, if
any, payable under the Qualified Plans and the Nonqualified Plans.

         Section 12.10 ACCELERATION ON DEFAULT. If the Company fails to pay in a
timely manner the benefits due a Participant or his beneficiary under this Plan
and if the Company neglects to remedy such failure within thirty days after
having received written notice of it from the Participant or his beneficiary,
then the Company shall thereupon pay to the Participant or his beneficiary as
the case may be in full discharge of its obligations the lump-sum actuarial
equivalent of all benefits remaining to be paid.

         Section 12.11 BINDING UPON SUCCESSORS. The liabilities under the Plan
shall be binding upon any successor, assign or purchaser of the Company or any
purchaser of substantially all of the assets of the Company.

         Section 12.12 MISCELLANEOUS. Use of the masculine gender in the Plan
shall be deemed to include the feminine gender. Headings are given to sections
and


                                       17
   20
paragraphs solely as a convenience to facilitate reference; such headings shall
not affect the construction of any provision of the Plan.

         Pursuant to the authorization of the Compensation and Organization
Committee of the Board of Directors, to record the amendment and restatement of
the Plan, the Campbell Soup Company has caused its authorized officers to affix
its corporate name and seal this 6TH day of June 2001.

[CORPORATE SEAL]



Attest:   /s/ John J. Furey                  By:  /s/ Edward F. Walsh
          John J. Furey                           Edward F. Walsh
          Corporate Secretary                     Vice President-Human Resources



                                       18
   21
                   APPENDIX A - GRANDFATHERED BENEFIT FORMULAS

           This Appendix A contains the Grandfathered Accelerated Benefit and
Income Replacement Benefit formulas that may apply to a Participant described in
Section  6.3.

Section A-1.      GRANDFATHERED ACCELERATED BENEFIT FORMULA

           The Grandfathered Accelerated Benefit is the benefit, expressed as a
straight life annuity commencing on the Participant's Normal Retirement Date,
equal to the excess, if any, of (a) over (b) where:

                  (a)      is the sum of (i) plus (ii) where:

                           (i) is two and four-tenths (2.4%) of the
Participant's Adjusted Final Pay up to the Social Security Covered Compensation
multiplied by the Participant's Years of Service not in excess of five (5), plus
one and two tenths percent (1.2%) of his Adjusted Final Pay up to the Social
Security Covered Compensation multiplied by his Years of Service, if any, in
excess of five (5) but not in excess of twenty (20), and

                           (ii) is three and six tenths percent (3.6%) of his
Adjusted Final Pay in excess of the Social Security Covered Compensation
multiplied by his Years of Service not in excess of five (5) plus one and eight
tenths (1.8%) of his Adjusted Final Pay in excess of the Social Security Covered
Compensation multiplied by his Years of Service, if any, in excess of five (5)
but not in excess of twenty (20); and

                  (b)      is the sum of (i) plus (ii) plus (iii) where:

                           (i) is the straight life annuity payable to the
Participant under the Qualified Plans commencing on his Normal Retirement Date,
excluding for this purpose the portion of such annuity attributable to the
Additional Annuity Benefit described in Section 4A.07 of the Retirement Plan,
and

                           (ii) is the straight life annuity payable to the
Participant under the Nonqualified Plans commencing on his Normal Retirement
Date, and

                                      A-1
   22
                           (iii) is the imputed benefit, expressed as a straight
life annuity commencing on the Participant's Normal Retirement Date, calculated
under the Retirement Plan based upon the following assumptions:

                                    (A) Final Average Pay and Earnings equal the
annual salary of the Participant on the date he was employed by the Campbell
Group, and

                                    (B) Years of Service equal the excess number
of whole years of the Participant's age at date of hire by the Campbell Group
over 32, but such imputed Years of Service shall be limited to the lesser of (1)
actual Years of Service under the Retirement Plan or (2) 10 years.

A Participant's Grandfathered Accelerated Benefit determined under the preceding
sentence shall be reduced in accordance with the factors in Schedule 1 or 3, as
applicable, of Appendix I of the Retirement Plan based on the Participant's age
at the time his benefits are scheduled to commence.

         Notwithstanding the foregoing, the Grandfathered Accelerated Benefit
for a Participant who was a participant in the Retirement Plan prior to May 1,
1999, shall be expressed in the form of a straight life annuity with 60 monthly
installments guaranteed.

Section A-2. GRANDFATHERED INCOME REPLACEMENT BENEFIT FORMULA

         The Grandfathered Income Replacement Benefit is the benefit, expressed
as a straight life annuity commencing on the Participant's Normal Retirement
Date, equal to the sum of (a) plus (b) where:

                  (a)      is the excess of (i) over (ii) where:

                           (i) is 45% of the Participant's Adjusted Final Pay
reduced by 1.8% for each year the Participant's age is below age 62 at date of
retirement, and

                           (ii) is the sum of (A) plus (B) plus (C) where:

                                    (A) is the straight life annuity payable to
the Participant under the Qualified Plans commencing on his Normal Retirement
Date, excluding for this purpose the portion of such annuity attributable to the
Additional Annuity Benefit described in Section 4A.07 of the Retirement Plan,

                                      A-2
   23
                                    (B) is the straight life annuity payable to
the Participant under the Nonqualified Plans commencing on his Normal Retirement
Date, and

                                    (C) is the imputed benefit, expressed as a
straight life annuity commencing on the Participant's Normal Retirement Date,
calculated under the Retirement Plan based upon the following assumptions:

                                            (I) Final Average Pay and Earnings
equal the annual salary of the Participant on the date he was employed by the
Campbell Group, and

                                            (II) Years of Service equal the
excess number of whole years of the Participant's age at date of hire by the
Campbell Group over 32, but such imputed Years of Service shall be limited to
the lesser of (1) actual Years of Service under the Retirement Plan or (2) 10
years; and

                  (b)      is the excess of (i) over (ii) where:

                           (i) is the benefit described in Section 4A.07 of the
Retirement Plan calculated as if the Participant had completed 35 Years of
Service, and

                           (ii) is the actual benefit to which the Participant
is entitled under Section 4A.07 of the Retirement Plan.

A Participant's Grandfathered Income Replacement Benefit determined under the
preceding sentence shall be reduced in accordance with the factors in Schedule 2
of Appendix I of the Retirement Plan based on the Participant's age at the time
his Plan benefits are scheduled to commence.

         Notwithstanding the foregoing, the Grandfathered Income Replacement
Benefit for a Participant who was a participant in the Retirement Plan prior to
May 1, 1999, shall be expressed in the form of a straight life annuity with 60
monthly installments guaranteed.

                                      A-3

EX-10.H

   1
                                 EXHIBIT 10(h)

                     SEVERANCE AGREEMENT AND GENERAL RELEASE

          This Severance Agreement and General Release ("Agreement"), between F.
Martin Thrasher ("Employee") and Campbell Soup Company ("Company"), is made with
respect to the following facts:

                  A. Company has decided to sever its employment relationship
with Employee effective July 31, 2001 ("Termination Date"). In consideration of
Employee's signing this Agreement and releasing Company from any and all claims
which he might have against it, Company will, upon the termination of Employee's
employment, provide Employee with the severance pay and benefits set forth
below.

                  B. In exchange for the promises, payments and benefits
described in this Agreement, the parties execute this Agreement in favor of and
for the benefit of the other as follows:

                  1.    Severance.

                        a.          65 Week Period.

                                    (i) Company agrees to continue Employee's
current base salary (less required payroll taxes and other withholdings) for a
period of sixty-five (65) weeks ("65 Week Period") beginning subsequent to
Employee's Termination Date and following payment for Employee's vacation time
of four (4) weeks, as more fully set forth in paragraph B.1.c. (titled Periodic
Payments), provided that Employee does not in the 65 Week Period accept
employment or a consulting assignment, directly or indirectly, with or for a
Competitor of the Company, as that term is defined in this paragraph. If
Employee accepts employment or a consulting assignment with or for a Competitor,
directly or indirectly, or otherwise engages in competition with the Company, in
any manner during the 65 Week Period, all payments and benefits otherwise
provided under the terms of this Agreement to the extent yet unpaid will cease
and Company shall be entitled to exercise all rights and remedies available to
the Company under this Agreement, under the Non-Competition Agreement identified
in paragraph 7, and otherwise available to the Company at law or in equity. For
the purpose of this Agreement, a Competitor of the Company is defined to mean
any person, business, firm, corporation or other enterprise engaged in, or about
to become engaged in, the production, marketing or selling of any product or
service which resembles or competes with a product or service produced, marketed
or sold by the Company (or to Employee's knowledge was under development by the
Company), or any of the Company's corporate affiliates or subsidiaries.

                                    (ii) During the 65 Week Period Employee's
coverage will be continued under the Company's group life and group medical
insurance plans (provided Employee makes required contributions); all other
benefits coverage shall cease. If Employee obtains employment at any time during
the 65 Week Period Company benefits coverage will cease at the time that
Employee becomes eligible for benefits coverage from the new employer. During
the 65 Week Period, Employee agrees to notify Company's Vice President - Human
Resources in writing within ten (10) business days of commencing alternate
employment and to set forth in such notice (i) the full name of Employee's new
employer; (ii) Employee's title and a description of the areas of responsibility
in his position with the new employer; and (iii) Employee's commencement date
and the date when Employee will become eligible for benefits coverage from his
new employer.


                                       1
   2
                  b. 22 Week Period. Company agrees to provide additional
Periodic Payments (as defined below) for a period up to 22 weeks ("22 Week
Period") and to continue to provide coverage under the Company's group life and
group medical insurance plans (provided Employee makes required contributions)
if, after reasonable efforts, Employee is unable to secure alternative
employment in the 22 Week Period. During the 22 Week Period, Employee agrees to
notify Company's Vice President - Human Resources in writing within five (5)
business days of securing such alternative employment and to set forth in such
notice (i) the full name of Employee's new employer and the date on which
alternative employment will commence; (ii) Employee's title and a description of
the areas of responsibility in his position with the new employer; and (iii)
Employee's commencement date and the date when Employee will become eligible for
benefits coverage from his new employer. Upon commencement of the alternative
employment, no further 22 Week Period Periodic Payments will be made to Employee
and Company benefits coverages will cease. If Employee has not secured
alternative employment before the start of the 22 Week Period, Employee agrees
to continue to use reasonable efforts to secure alternative employment during
the 22 Week Period.

                  c. Periodic Payments. Periodic Payments of Employee's current
base salary (less required payroll taxes and other withholdings) shall be made
at such times as Employee would have received salary payments had Employee
continued to be employed by the Company ("Periodic Payments"). Periodic Payments
will begin after the Effective Date of this Agreement, but in no event before
July 31, 2001.

                  d. The amount of Periodic Payments will count toward accrual
of benefits and vesting under Campbell Soup Company's Retirement and Pension
Plan for Salaried Employees and vesting under Campbell Soup Company's Savings
and 401(k) Plan for Salaried Employees.

                  e. Company agrees that, in the event of Employee's death, all
remaining severance pay due under this Agreement will be paid to Employee's
estate in a cash lump sum payment.

         2.     Release.

                  a. Employee hereby forever releases Company and its officers,
directors, shareholders, agents, employees, affiliates, subsidiaries, parent
company, predecessors, successors and assigns ("Releasees"), from any and all
complaints, charges, claims, liabilities, demands, debts, accounts, obligations,
promises, suits, actions, causes of action, demands in law or equity, including
claims for damages, attorney fees or costs, whether known or unknown, which
Employee now has, or claims to have, or which Employee at any time may have had,
or claimed to have, or which Employee at any time hereafter may have, or claim
to have, arising at any time in the past up to and including the date of this
Agreement, including, but without limiting the generality of the foregoing, any
matters relating in any way to Employee's employment relationship or the
termination of that employment relationship with the Company, with the exception
of any rights or claims arising out of the Agreement.

                  b. The claims, rights and obligations that Employee is
releasing herein include, but are not limited to: (i) those for wrongful
discharge, breach of contract, breach of implied contract, breach of implied
covenant of good faith and fair dealing, and any other common law or statutory
claims now or hereafter recognized; and (ii) those for discrimination (including
but not limited to claims for discrimination, harassment or retaliation on
account of sex, age, handicap, medical condition or disability, national origin,
race, color, religion, sexual preference, or veteran status) which Employee
might have or might have had under the federal Age Discrimination in


                                       2
   3
Employment Act, Title VII of the Civil Rights Act, the New Jersey Law Against
Discrimination, the New Jersey Conscientious Employee Protection Act and any
other federal, state or local laws prohibiting discrimination, harassment or
retaliation in employment. BY SIGNING THIS AGREEMENT, EMPLOYEE AGREES TO GIVE
UP, OR WAIVE, ANY RIGHTS OR CLAIMS WHICH HE MAY HAVE HAD UNDER THE AGE
DISCRIMINATION IN EMPLOYMENT ACT OF 1967, 29 U.S.C. SECTION 621 ET. SEQ., OR ANY
OTHER STATUTE OR OTHER LAW, WHICH ARE BASED ON ACTIONS OF CAMPBELL SOUP COMPANY,
OR ITS EMPLOYEES OR AGENTS, WHICH OCCURRED UP THROUGH THE DATE THAT EMPLOYEE
SIGNS THIS AGREEMENT.

                           c. Employee further acknowledges and agrees that this
Agreement shall operate as a complete bar to recovery in any and all litigation,
charges, complaints, grievances or demands of any kind whatsoever now pending or
now contemplated by Employee, or which might at any time be filed by Employee,
including, but without limiting the generality of the foregoing, any and all
matters arising out of or in any manner whatsoever connected with the matters
set forth in Paragraph 2a. above. Each and all of the said claims are hereby
fully and finally settled, compromised and released.

                           d. Employee further acknowledges and agrees that
neither Employee, nor any person, organization, or other entity on Employee's
behalf, will file, claim, sue or cause or permit to be filed or claimed, or join
in any claims, as an individual or as a class member, any action for legal or
equitable relief (including damages and injunctive, declaratory, monetary or
other relief), involving any matter or related in any way to Employee's
employment relationship or the termination of Employee's employment relationship
with the Company, or involving any continuing effects of any acts or practices
that may have arisen or occurred during Employee's employment relationship with
the Company.

                           e. Nothing in this paragraph 2 is intended to operate
as a release, waiver, or forfeiture of Employee's rights, and Company's
obligations, under

                           (i) any of the Company's employee benefit plans in
                  which the Employee has been a participant, including, but not
                  limited to, Campbell Soup Company's Retirement and Pension
                  Plan for Salaried Employees, and Campbell Soup Company's
                  Savings and 401(k) Plan for Salaried Employees,

                           (ii) any health and welfare benefits to which
                  Employee may in the future be entitled under "COBRA" or
                  comparable federal or state law or regulation, or

                           (iii) any state worker's compensation act or statute.

                  Subject to the terms of paragraph B.1.a. of this Agreement,
upon the termination of Employee's employment with the Company Employee's rights
under the applicable employee benefit plans of the Company will be determined in
accordance with the terms of those plans.

                      3.     Inquiries.

                           a. In the event that inquiries are made by
prospective employers concerning Employee's employment with the Company, the
Company will use its best efforts to refer those inquiries to the Company's Vice
President - Human Resources, or his designate.


                                       3
   4
                           b. Employee will not take any action, or make any
statement, whether orally or in writing, which, in any manner, disparages or
impugns the reputation or goodwill of the Company, its Directors or officers, or
other Releasees.

                  4. Successors and Assigns. This Agreement shall bind Company
and Employee, and also all of their respective family members, heirs,
administrators, representatives, successors, assigns, officers, directors,
agents, employees, shareholders, affiliates, predecessors, and also all other
persons, firms, corporations, associations, partnerships and entities in privity
with or related to or affiliated with any such person, firm, corporation,
association, partnership or entity.

                  5. Effect of Agreement. Employee acknowledges and agrees that
this Agreement is not and shall not be construed as an admission of any
violation of any federal, state, or local statute, ordinance or regulation, or
of any duty or obligation the Company owes or owed to Employee, and that
Employee's execution of this Agreement is a voluntary act to provide an amicable
conclusion to Employee's employment relationship with the Company.

                  6. Cooperation. Employee agrees to fully cooperate, in a
timely and good faith manner, subsequent to the Termination Date, with all
reasonable requests for assistance made by the Company, relating, directly or
indirectly, to any and all matters which occurred during the course of
Employee's Company employment, or with which Employee was involved prior to the
termination of his employment, or with which Employee became aware of during the
course of his employment. Employee agrees that, should he be contacted by any
third party regarding such matters, he will politely refuse to engage in any
substantive communication, discontinue such contact as soon as practicable,
immediately advise the Company's Senior Vice President-Law and Public Affairs of
that contact. Employee agrees not to initiate any contact with any third party
regarding the aforementioned matters, unless specifically requested to do so by
the Company. Upon the submission of proper documentation, Company will reimburse
Employee for all reasonable expenses incurred by him as a result of such
requests for assistance.

                  7. Confidentiality of Proprietary Information. Employee
acknowledges and agrees that in the course of his employment with the Company
Employee has acquired confidential or proprietary information relating to the
business of the Company and/or its affiliates. Employee expressly agrees that he
will keep secret and safeguard all such information, and will not, at any time,
in any form or manner, directly or indirectly, divulge, disclose or communicate
to any person, firm, corporation, or other entity any such information without
the direct written authority of the Company. This Agreement incorporates by
reference all of the provisions of the Nonqualified Stock Option and
Non-Competition Agreement between the Company and Employee executed as of June
26, 1997 ("Non-Competition Agreement"). Employee agrees that Employee's
obligations relating to Non-Competition, No Business Diversion and No Employee
Solicitation under the provisions of the Non-Competition Agreement shall remain
in effect through April 25, 2003. The parties hereby stipulate that, as between
them, the matters addressed in this paragraph and in the Non-Competition
Agreement are material and gravely affect the effective and successful conduct
of the business of the Company, and its goodwill, and that notwithstanding
anything to the contrary set forth herein, the Company is entitled to an
injunction by any competent court to enjoin and restrain the unauthorized
disclosure of such confidential information or the breach or threatened breach
of the Non-Competition Agreement.


                                       4
   5
                      8.     Return of Company Property.

                           a. Upon signing this Agreement, Employee agrees to
return to the Company any office, desk and file keys, Company identification
pass cards, Company-provided credit cards issued to Employee, and any other
Company property in the possession of Employee or his agents on or before July
31, 2001. Employee acknowledges and represents that he has surrendered and
delivered to the Company all files, papers, data, documents, lists, charts,
photographs, computer records, discs or any other records, relating in any
manner to the business activities of the Company or its affiliates, which were
created, produced, reproduced or utilized by the Company, or any of the
Releasees, or by Employee during the term of Employee's employment relationship
with the Company.

                           b. Employee also agrees to repay any monies owed to
the Company, including loans, advances, charges or debts incurred by the
Employee, or any other amounts owed to the Company, on or before the Effective
Date of the Agreement.


                  9. Competency of Employee. Employee acknowledges, warrants,
represents and agrees that in executing and delivering this Agreement, he does
so freely, knowingly and voluntarily and that he is fully aware of the contents
and effect thereof and that such execution and delivery is not the result of any
fraud, duress, mistake or undue influence whatsoever.

                  10. Unknown or Mistake in Facts. It is acknowledged and
understood by the parties that the facts with respect to this Agreement as given
may hereafter turn out to be other than or different from the facts in that
connection now known to them or believed by them to be true, and the parties
therefore expressly assume the risk of the facts being different and agree that
this Agreement shall be in all respects effective and not subject to termination
or rescission by any such difference in facts. In addition, it is acknowledged,
understood and agreed by Employee that should the Company discover that Employee
has breached his fiduciary obligations to the Company (or any affiliated
corporate entity), engaged in any unethical, dishonest or fraudulent act which
affects, or has affected the Company (or any affiliated corporate entity), or
committed any act previously unknown to the Company which would constitute
grounds for discharge for cause, that Company reserves the right, in its sole
discretion, to terminate or suspend all payments or benefits remaining to be
paid by the Company under this Agreement. In addition, the Company may seek all
other remedies and relief allowed by law.

                  11. Savings Clause. It is acknowledged and agreed by the
parties that should any provision of this Agreement be declared or be determined
to be illegal or invalid by final determination of any court of competent
jurisdiction, the validity of the remaining parts, terms or provisions of this
Agreement shall not be affected thereby, and the illegal or invalid part, term
or provision shall be deemed not to be a part of this Agreement.

                  12. Enforcement. The parties expressly agree that this
Agreement constitutes a binding contract. If Employee breaches any term of this
Agreement, or violates any of his obligations under this Agreement or the
Non-Competition Agreement, the Company may, at its option, terminate or suspend
all payments or benefits remaining to be paid by the Company under this
Agreement. In addition, the Company may seek all other remedies and relief
allowed by law.


                                       5
   6
                  13. Addendum. The Addendum attached to this Agreement, and
signed by the parties, is incorporated within and made a part of this Agreement.

                  14. Effective Date. It is acknowledged and agreed by the
parties that Employee has had twenty-one (21) days to consider this Agreement
before signing it. Further, Employee has the right to revoke this Agreement
within eight (8) days after signing and returning this Agreement to the Company.
This Agreement will not become effective or enforceable, and employee will not
receive any of the severance pay and benefits described in this Agreement, until
the eight (8) day revocation period has run, and Employee notifies the Company,
in writing, that he has elected not to revoke this Agreement (the "Effective
Date").

                  15. Employee Rights. Employee acknowledges, represents and
agrees to the following:

                           a. HE HAS BEEN ADVISED, IN WRITING, TO READ THIS
ENTIRE AGREEMENT CAREFULLY, AND TO CONSULT WITH AN ATTORNEY OF HIS CHOICE PRIOR
TO SIGNING THIS AGREEMENT;

                           b. He was given at least twenty-one (21) days to
consider this Agreement before signing it;

                           c. He was advised, in writing, that he had a full
eight (8) days after he signed this Agreement to revoke it, and that this
Agreement would not become effective until that eight (8) day revocation period
had run and he had notified Company, in writing, that he has elected not to
revoke this Agreement;

                           d. He carefully read this Agreement prior to signing
it, and that he fully understands this Agreement;

                           e. He understands and agrees that he will receive
severance pay and benefits in exchange for signing this Agreement, and that he
would not have received severance pay and benefits if he had not signed this
Agreement;

                           f. EMPLOYEE UNDERSTANDS THAT, BY SIGNING THIS
AGREEMENT, HE WILL LOSE HIS RIGHT TO SUE CAMPBELL SOUP COMPANY, OR ANY OF ITS
EMPLOYEES OR AGENTS, FOR ANY VIOLATION OF THE AGE DISCRIMINATION IN EMPLOYMENT
ACT (THE FEDERAL LAW WHICH PROHIBITS DISCRIMINATION ON THE BASIS OF AGE), OR ANY
OTHER STATUTE OR OTHER LAW; and

                           g. He has signed this Agreement voluntarily.

                  16. Entirety of Agreement; Modifications. Employee
acknowledges and agrees that this Agreement, and the attached Addendum, contain
the entire agreement and understanding concerning the subject matter between
Employee and the Company, and that they supersede and replace all prior
agreements concerning the subject matter of this Agreement, whether written or
oral, except for the Non-Competition Agreement referred to in paragraph 7 of
this Agreement, which is incorporated by reference. Employee also represents
that he has not executed this instrument in reliance on any promise,
representation or statement not contained herein. This Agreement may not be
modified except by a writing signed by Employee and an authorized representative
of the Company.


                                       6
   7
                  17. Governing Law. The parties agree that this Agreement shall
be governed and construed in accordance with the laws of the State of New Jersey
without giving effect to the conflict of law principles. The parties further
irrevocably agree that any disputes or issues arising from or related to this
Agreement shall be brought only in the federal or state court in Camden, New
Jersey, and both parties irrevocably agree to personal jurisdiction and venue in
such New Jersey courts.

                  18. Attorney's Fees. Employee agrees that if the Company
prevails in any suit or proceeding under this Agreement, Employee will pay
Company all of the Company's attorney's fees, costs and expenses incurred in
connection with such suit or proceeding or the enforcement of the Company's
rights under this Agreement.

                  This Agreement was entered into in the State of New Jersey.

Employee                                         Company

/s/ F. Martin Thrasher                           /s/ Douglas R. Conant

Date: May 16, 2001                               By: Douglas R. Conant

                                                 Title: President and CEO

                                                 Date: May 14, 2001

                                       7
   8
               EMPLOYEE:     PLEASE SELECT AND COMPLETE ONE OF THE
                             PARAGRAPHS BELOW.


         I, _______________, have read all of the terms of this Agreement. I
have been informed by the Company that I have the right to consult with an
attorney who is not associated with the Company. I have been given sufficient
time and opportunity to consult with an attorney, and I have voluntarily chosen
not to do so. I understand the terms of this Agreement, including the fact that
my employment relationship with the Company is permanently ended, and that the
Agreement releases the Company forever from any legal action arising from my
employment relationship with or my separation from the Company.

                                           Employee

                                           Date:






         Prior to signing this Agreement I, F. Martin Thrasher, consulted
William H. Schorling, Esq., at the law firm of Klett Rooney Lieber & Schorling
located at Two Logan Square, Philadelphia, Pennsylvania, who reviewed the
Severance Agreement and General Release and provided advice to me. I understand
the terms of this Agreement, including the fact that my employment relationship
with the Company is permanently ended, and that the Agreement releases the
Company forever from any legal action arising from my employment relationship
with or my separation from the Company.

                                           Employee /s/ F. Martin Thrasher

                                           Date: May 16, 2001



                                       8
   9
                                    ADDENDUM
                     SEVERANCE AGREEMENT AND GENERAL RELEASE
                                     BETWEEN
                              CAMPBELL SOUP COMPANY
                                       AND
                               F. MARTIN THRASHER

1. Employee will be eligible for WIN Plan participation for fiscal 2001, as
determined in accordance with the terms of Campbell Soup Company's Management
Worldwide Incentive Plan. Employee understands and agrees that any award of
compensation which is payable under this Plan will be at the sole discretion of
the Compensation and Organization Committee of the Company's Board of Directors
("Compensation Committee") which is permitted to make performance related
reductions in bonus payments. Decisions regarding bonus awards are normally made
at the end of September.

2. Employee was granted 50,833 Restricted Performance Shares (RPS's) under
Campbell Soup Company's 1994 Long-Term Incentive Plan, as amended (1994 LTIP),
for the period of fiscal years 2000 through 2002. At Termination Date, the
Employee's RPS's shall immediately be reduced by proration for that portion of
the three-year restriction period during which Employee will not be a Company
employee. After the Termination Date and for the remainder of the RPS
performance period, the Employee will receive dividends on the amount of the
prorated award of 32,500 RPS's. Employee will be entitled, subsequent to the
July 31, 2002, to the delivery of such number of the remaining RPS's that equal
the greater of (i) the prorated 32,500 RPS's earned pursuant to the applicable
performance criteria; or (ii) 50% of 32,500, as determined in accordance with
provisions of the 1994 LTIP. Employee will not be eligible for any LTPP Plus
award. Any payment Employee may receive under 1994 LTIP will be at the sole
discretion of the Compensation Committee, which is permitted to make further
reductions in RPS's earned based on Employee's contributions during the
restriction period. Applicable federal, state and local taxes will be withheld
from the payment of any RPS award. In the event of any conflict between this
Addendum and the 1994 LTIP, the 1994 LTIP will govern.

3. Pursuant to the Agreement to Irrevocably Exchange Stock Options for
Time-Lapse Restricted Stock dated as of January 12, 2001, after the Employee's
Termination Date (JULY 31, 2001) the Employee shall immediately be entitled to
the elimination of the restrictions on 5,820 time-lapse restricted shares and
the remaining 17,897 time-lapse restricted shares shall be immediately
forfeited.

4. Company will permit Employee to exercise, in accordance with the relevant
plan and related agreements, any previously-granted unexercised stock options on
or before the earlier of the expiration date of the options or three years from
Employee's Termination Date (JULY 31, 2004), provided that such options are, by
their terms, exercisable on Employee's Termination Date. In the event of
Employee's death, the special rules set forth in the relevant plan shall govern.
In the event of any conflict between this Addendum and the relevant plan and
related agreements, the relevant plan and related agreements will govern.

5. On May 25, 2000, Employee was granted 40,000 time-lapse restricted shares
that were to vest on May 25, 2002. In accordance with the term of the Time-Lapse
Restricted Stock Agreement dated as of May 25, 2000, these restricted shares
would be forfeited as of the


                                       2
   10
Termination Date (JULY 31, 2001). The Company agrees that 23,320 of the
time-lapse restricted shares shall vest on July 31, 2001 and the restrictions on
such 23,320 restricted shares shall be deemed to have lapsed. This amount of
23,320 is based upon the portion of the restriction period during which Employee
will be a Company employee. After the Termination Date Employee shall
immediately be entitled to the elimination of the restrictions on the 23,320
time-lapse restricted shares, provided Employee does not violate the terms of
this Agreement in any material respect. The remaining 16,680 time-lapse
restricted shares shall be immediately forfeited.

6. Employee will not be eligible for any additional awards under the 1994
Long-Term Incentive Plan.

7. All fully vested investment account balances held for the account of Employee
in Campbell Soup Company's Deferred Compensation Program ("Program") will be
distributed in accordance with Employee's applicable Distribution Election form
or, if Employee has not made a valid election, in accordance with the default
distribution provisions in the Program. Applicable federal, state and local
taxes will be withheld from the payment of any installment amounts from
Employee's deferral account.

8. Employee will be entitled to allowable benefits under the Company's Personal
Choice Program through JULY 31, 2001.

9. Employee will be provided with outplacement assistance, at a level and manner
as determined by the Company.

10. Employee will vest in and be eligible for pension benefits pursuant to the
Company's Mid-Career Hire Pension Plan and the Company's Retirement and Pension
Plan for Salaried Employees




Employee                                     Company

/s/ F. Martin Thrasher                       /s/ Douglas R. Conant

Date:   May 16, 2001                         By: Douglas R. Conant

                                             Title: President and CEO

                                             Date: May 14, 2001


                                       3

EX-13

   1
                                                                      Exhibit 13

Management's Discussion and Analysis of
Results of Operations and Financial Condition




Results of Operations

OVERVIEW  Net earnings for 2001 were $649 million ($1.55 per share). (All
earnings per share amounts included in Management's Discussion and Analysis are
presented on a diluted basis.) The 2001 results include a restructuring charge
and related costs of approximately $15 million pre-tax ($.03 per share after
tax) associated with the manufacturing reconfiguration of the Arnotts business.
Pre-tax charges of $10 million were classified as a Restructuring charge and $5
million were classified as Cost of products sold. Net earnings in 2001 also
included an approximate $.03 per share dilutive impact from the European soup
and sauce brands acquisition. Excluding the impact of the costs associated with
the manufacturing reconfiguration, net earnings declined 8% and earnings per
share declined 4%. The decline in earnings was due to higher marketing expenses,
interest expense and corporate expenses.

Comparisons to 1999 earnings are impacted by a fourth quarter 1999 pre-tax
restructuring charge of $36 million, net of a $5 million reversal of a 1998
charge ($27 million after tax or $.06 per share). In addition, the results for
1999 included certain fourth quarter non-recurring costs of $22 million ($15
million after tax or $.03 per share). The non-recurring costs were related to
the restructuring program, unusual costs of terminated acquisition studies and
expenses associated with certain supply chain initiatives. Excluding the impact
of the restructuring charge, net earnings in 2000 declined 6% and earnings per
share declined 2% as compared to 1999. Excluding both the restructuring charge
and non-recurring costs, earnings per share declined 4%. The 2000 earnings
performance was largely driven by a 3% decline in shipments of U.S. soups.

In 2001, financial results for all reported periods were restated to conform to
the requirements of the Emerging Issues Task Force (EITF) Issue No. 00-10
"Accounting for Shipping and Handling Fees and Costs." Shipping and handling
costs of $207 million in 2001, $199 million in 2000, and $202 million in 1999
were reclassified from a Net sales deduction to Cost of products sold.

SALES  Sales increased 3% in 2001 to $6.7 billion from $6.5 billion. The
increase was attributed to a 5% increase due to volume and mix, 1% from the
acquisition, offset by a 3% decrease due to currency. Sales in 2000 declined 2%
to $6.5 billion from $6.6 billion. The decline was attributed to decreases of 2%
due to volume and mix, 1% due to currency and 1% due to divestitures, offset by
a 2% increase in selling prices.


An analysis of net sales by segment follows:




                                                                  % Change
                                                             2001/        2000/
 (millions)            2001         2000         1999        2000         1999
 ----------            ----         ----         ----        ----         ----
                                                         
Soup and Sauces     $ 4,539      $ 4,393      $ 4,515            3           (3)
Biscuits and
 Confectionery        1,613        1,542        1,505            5            2
Away From Home          573          565          535            1            6
Other                     4           28          132
Intersegment            (65)         (62)         (61)
                    -------      -------      -------      -------      -------
                    $ 6,664      $ 6,466      $ 6,626            3           (2)
                    =======      =======      =======      =======      =======



The 3% increase in sales from Soup and Sauces in 2001 versus 2000 was due to a
3% increase from volume and mix, 2% from the acquisition, offset by a 2% decline
due to currency. In the U.S., soup volume increased 6% over the prior year. This
performance was driven by a 5% increase in consumer purchases, led by condensed
Chicken Noodle, Tomato, and Cream of Mushroom and ready-to-serve varieties
including Campbell's Chunky, Select, and the new ready-to-serve Red and White
line. Worldwide wet soup volume increased 5%, led by the U.S. performance and
contributions from Canada, Germany, the United Kingdom, and Australia. Beyond
soup, sales of prepared foods, including Franco-American products, and
beverages, particularly V8 Splash, declined in highly competitive categories.
Sales of Prego spaghetti sauce and Pace salsa increased modestly.

The 3% decline in sales from Soup and Sauces in 2000 versus 1999 was primarily
due to a 2% decrease in worldwide wet soup volume, driven by a 4% decline in
U.S. soup consumer purchases. International shipments declined 1%, primarily due
to under-performance in the United Kingdom and Canada, offset by growth in
Australia, Germany, and France. Total beverage sales decreased due to consumer
purchase declines for V8 Splash. Sales of U.S. sauces and prepared foods also
declined over the prior year.

Sales from Biscuits and Confectionery increased 5% in 2001 versus 2000 due to a
9% increase from volume and mix, 1% from higher selling prices, offset by a 5%
decline from currency, primarily the Australian dollar. The entire portfolio
contributed to the volume gains. Pepperidge Farm cookies, crackers, fresh bread
and frozen products all demonstrated improvements in sales volume. Arnott's Tim
Tams, Shapes and Kettle chips contributed to the growth in sales. Godiva
reported a double-digit increase in sales due to new store openings and
increased comparable store sales.




                                                                          - 31 -
   2
Management's Discussion and Analysis of
Results of Operations and Financial Condition



Sales from Biscuits and Confectionery increased 2% in 2000 compared to 1999
primarily due to the performance of the core cracker business of Arnotts in
Australia and Godiva Chocolatier, offsetting softness of Pepperidge Farm bakery
products. Godiva recorded double-digit sales growth, due in part to new store
openings.

Away From Home reported a 1% increase in sales in 2001 compared to 2000 driven
by growth in frozen soup and sauces, offset by declines in lower margin bakery
products and frozen entrees.

Sales in 2000 grew 6% in Away From Home compared to 1999 behind growth in the
core soup business through the expansion of Campbell's branded soup in
university cafeterias, convenience stores and other outlets.

The decline in sales from Other in 2001 versus 2000 was due to the divestiture
of MacFarms in April 2000. The decline in 2000 as compared to 1999 was due to
the divestiture of Fresh Start Bakeries, Inc. in May 1999 and MacFarms in April
2000.

GROSS MARGIN  Gross margin, defined as Net sales less Cost of products sold,
increased by $159 million in 2001 due to the increase in sales. As a percent of
sales, gross margin was 52.8% in 2001, 51.9% in 2000, and 50.9% in 1999. The
improvement in gross margin percentage in 2001 was due to cost productivity
programs and favorable sales mix. The increase in 2000 was due principally to
higher selling prices, cost savings generated from global procurement
initiatives and continued productivity gains in manufacturing facilities, which
offset the adverse mix impact resulting from declines in U.S. wet soup volume.

MARKETING AND SELLING EXPENSES  Marketing and selling expenses as a percent of
sales were 26.5% in 2001, 25.1% in 2000, and 24.7% in 1999. The increase in 2001
was due to an increase in advertising behind core U.S. brands, principally U.S.
soup, and incremental selling costs associated with new store openings in the
Godiva Chocolatier business. The increase in 2000 was also primarily due to
incremental selling costs associated with new stores in the Godiva Chocolatier
business.

GENERAL AND ADMINISTRATIVE EXPENSES  Administrative expenses as a percent of
sales increased to 5.6% in 2001 from 4.9% in 2000. The increase was due to
higher compensation costs and costs associated with infrastructure enhancements.
In 2000, Administrative expenses increased to 4.9% of Net sales from 4.6% in
1999 primarily due to higher compensation costs and costs associated with the
Away From Home infrastructure.

Research and development expenses as a percent of sales remained unchanged.

Other expenses increased in 2001 as compared to 2000 primarily due to higher
stock-based incentive compensation costs and slightly higher amortization
expense. The increase from 1999 to 2000 was also due to higher incentive
compensation costs.

OPERATING EARNINGS  Segment operating earnings were relatively flat with 2000,
excluding the costs associated with the Australian manufacturing strategy and
before the impact of currency. Operating earnings as reported in 2000 declined
2%. In 2000, segment operating earnings declined 3%, excluding the 1999 net
restructuring charge.

An analysis of operating earnings by segment follows:




                                                                        % Change
                                                                    2001/        2000/
 (millions)            2001(1)         2000         1999(2)         2000         1999
 ----------            ----            ----         ----            ----         ----
                                                               
Soup and Sauces     $ 1,052         $ 1,081      $ 1,082              (3)           -
Biscuits and
 Confectionery          206             213          215              (3)          (1)
Away From Home           58              53           57               9           (7)
Other                     1               -           (5)
                    --------        --------     --------        --------     --------
                      1,317           1,347        1,349              (2)           -
Corporate              (123)            (82)         (79)
                    --------        --------     --------
                    $ 1,194         $ 1,265      $ 1,270
                    ========        ========     ========

(1)      Contributions to earnings by the Biscuits and Confectionery segment in
         2001 included the effect of pre-tax costs of $15 associated with the
         Australian manufacturing reconfiguration strategy.

(2)      Contributions to earnings by segment included the effect of a fourth
         quarter 1999 pre-tax restructuring charge of $36, net of a $5 reversal
         of a prior period restructuring charge, as follows: Soup and Sauces -
         $22, Biscuits and Confectionery - $1, and Other - $13.


The following commentary on comparisons of segment operating earnings excludes
the 2001 and 1999 restructuring related charges.

Earnings from Soup and Sauces declined 3% in 2001 due to increased marketing
investments, primarily in U.S. soup and beverage products, partially offset by
sales volume growth. Earnings declined 2% before the impact of currency.

Earnings from Soup and Sauces declined 2% in 2000, excluding the 1999 net
restructuring charge, due primarily to the decline in U.S. wet soup sales,
combined with declines in Pace, Franco-American, and beverages.




- 32 -
   3
Management's Discussion and Analysis of
Results of Operations and Financial Condition



In 2001, earnings from Biscuits and Confectionery increased 9% before the impact
of currency and excluding the impact of the Australian manufacturing
reconfiguration costs. Reported earnings increased 4% before the impact of
Australian manufacturing reconfiguration costs. The increase was due to higher
sales volume across the portfolio.

In 2000, earnings from Biscuits and Confectionery declined 1% primarily due to
increased marketing costs behind the Pepperidge Farm Goldfish brand, offset by
an increase in earnings from Arnotts and Godiva.

Earnings from Away From Home increased 9% in 2001 due to improved product mix,
with increased sales in soup and sauces offset by declines in lower margin
bakery and frozen entree products, and improved manufacturing costs,
particularly at the Stockpot facility.

Earnings from Away From Home declined 7% in 2000 due to higher costs associated
with the new Stockpot manufacturing facility and increased investment in growth
initiatives.

Earnings from Other, excluding the 1999 net restructuring charge, declined in
2000 due to the divestitures of Fresh Start Bakeries, Inc. in May 1999 and
MacFarms in April 2000.

Corporate expenses increased in 2001 primarily due to an increase in incentive
compensation costs and costs associated with infrastructure enhancements. The
increase in corporate expenses in 2000 from 1999 was also due primarily to an
increase in compensation costs.

NON-OPERATING ITEMS  Interest expense increased 11% in 2001 due to higher debt
balances resulting from the financing of the acquisition of European soup and
sauce brands and capital share repurchases, partially offset by lower average
interest rates. Interest expense increased 8% in 2000 versus 1999 due to an
increase in interest rates during the period, primarily on commercial paper.

The effective tax rate was 34.2% in 2001 versus 33.7% in 2000. The 2000 rate was
favorably impacted by a lower effective rate on foreign earnings, primarily
driven by a reduction in the Australian statutory rate. The 1999 effective tax
rate was 34%. Excluding the restructuring charges, the effective tax rate was
33.7% in 1999. The 1999 rate was favorably impacted by a federal tax refund
recorded during the year.

RESTRUCTURING PROGRAMS  A restructuring charge of $10 million ($7 million after
tax) was recorded in the fourth quarter 2001 for severance costs associated with
the reconfiguration of the manufacturing network of Arnotts in Australia. Costs
of approximately $5 million ($4 million after tax) were also recorded in 2001 as
Cost of products sold, representing accelerated depreciation on assets to be
taken out of service. This program is designed to drive greater manufacturing
efficiency and will result in the closure of the Melbourne plant. The company
expects to incur an additional $20 - $25 million pre-tax costs during 2002
related to this program for accelerated depreciation, employee benefit costs and
other one-time expenses. The expected net cash outflows related to this program
will not have a material impact on the company's liquidity. As a result of this
reconfiguration, the company expects annual pre-tax cost savings of
approximately $10 million, beginning in fiscal 2003. Approximately 550 jobs will
be eliminated due to the plant closure.

A restructuring charge included in earnings from continuing operations of $41
million ($30 million after tax or $.07 per share) was recorded in the fourth
quarter 1999 to cover the costs of a restructuring and divestiture program
approved in July 1999 by the company's Board of Directors. This charge related
to the streamlining of certain North American and European production and
administrative facilities and the anticipated loss on a divestiture of a
non-strategic business with annual sales of approximately $25 million. The
restructuring charge included approximately $20 million in cash charges
primarily related to severance and employee benefit costs. The remaining balance
included non-cash charges related to the disposition of plant assets and the
divestiture. The company has completed this restructuring and divestiture
program.

A $5 million ($3 million after tax or $.01 per share) reversal of the 1998
restructuring charge was also recorded in the fourth quarter of 1999. The
reversal reflected the net impact of changes in estimates and modifications to
the original program. The initial charge for the third quarter 1998 program was
$262 million ($193 million after tax or $.42 per share). This program was
designed to improve operational efficiency by rationalizing certain U.S.,
European and Australian production and administrative facilities and divesting
non-strategic businesses. This program was completed by the second quarter 2000.

See Note 4 to the Consolidated Financial Statements for further discussion of
these programs.




                                                                          - 33 -
   4
Management's Discussion and Analysis of
Results of Operations and Financial Condition



Liquidity and Capital Resources

Strong cash flows from operations and interest coverage demonstrate the
company's financial strength.

CASH FLOWS FROM OPERATIONS  provided $1.1 billion in 2001, compared to $1.2
billion in 2000. The decrease was primarily due to lower net earnings. Net cash
flows from operations in 2000 increased to $1.2 billion from $954 million in
1999 due primarily to improvements in working capital. Over the last three
years, operating cash flows totaled over $3 billion. This cash generating
capability provides the company with substantial financial flexibility in
meeting operating and investing needs.

CAPITAL EXPENDITURES  were $200 million in 2001 and 2000 and $297 million in
1999. Capital expenditures are projected to be approximately $300 million in
2002 due to planned process improvements, product quality enhancements and
innovation.

BUSINESSES ACQUIRED  in 2001 represented the purchase of the European soup and
sauce brands in May 2001. In 1999, the company acquired the Stockpot premium
refrigerated soup business.

SALE OF BUSINESSES  represented the divestiture of MacFarms in 2000 and Fresh
Start Bakeries, Inc. in 1999.

LONG-TERM BORROWINGS  in 2001 included both a three-year floating rate loan,
which funded the purchase of 11 million shares under forward stock purchase
contracts for approximately $521 million in December 2000, and the issuance of
$500 million 6.75% notes due February 2011. The company also entered into
ten-year interest rate swap contracts with a notional value of $250 million in
connection with this issuance. The proceeds of the 6.75% notes were used
primarily to repay short-term borrowings. There were no new long-term borrowings
in 2000. Long-term borrowings in 1999 represented the issuance of $300 million
4.75% notes due October 2003. The company filed a shelf registration statement
with the Securities and Exchange Commission for $1.0 billion of debt, which was
declared effective in May 2001, bringing total capacity available under
registration statements to $1.1 billion. In September 2001, the company issued
$300 million seven-year 5.875% fixed rate notes under the shelf. The proceeds
were used to repay short-term borrowings. In conjunction with the issuance of
these notes, the company also entered into a seven-year interest rate swap
contract, which converted $75 million of the fixed-rate interest obligations to
variable rate debt.


The company has financial resources available, including committed lines of
credit totaling approximately $2.3 billion, and has ready access to financial
markets around the world. The pre-tax interest coverage ratio was 5.5 for 2001
compared to 6.2 for 2000 and 6.9 for 1999. The ratios exclude the impact of the
Australian manufacturing reconfiguration costs in 2001 and the net restructuring
charge in 1999.

DIVIDEND PAYMENTS  decreased 3% to $374 million in 2001, compared to $384
million in 2000, due to lower shares outstanding as a result of the share
repurchase program. Dividends declared in 2001 and 2000 totaled $.90 per share
and $.885 in 1999. The 2001 fourth quarter rate was $.225 per share. The
expected annual dividend rate for 2002 is $.63.

CAPITAL STOCK REPURCHASES  totaled 14.3 million shares at a cost of $618 million
during 2001, compared to repurchases of 10.7 million shares at a cost of $394
million in 2000. In 2001, the strategic share repurchase plan was suspended. The
company expects to continue to repurchase shares to offset the impact of
dilution from shares issued under incentive stock compensation plans.

TOTAL ASSETS  increased 14% to $5.9 billion in 2001 primarily due to an increase
in intangible assets as a result of the European soup and sauce brands
acquisition.

TOTAL LIABILITIES  increased to $6.2 billion from $5.1 billion in 2000
principally due to higher debt levels.

TOTAL SHAREOWNERS' EQUITY  on a book basis declined from $137 million in 2000 to
$(247) million in 2001 primarily due to continued share repurchases.

Inflation

Inflation during recent years has not had a significant effect on the company.
The company mitigates the effects of inflation by aggressively pursuing cost
productivity initiatives, including global procurement strategies, and managing
capital investments in its manufacturing and administrative facilities.

Market Risk Sensitivity

The principal market risks to which the company is exposed are changes in
interest rates and foreign currency exchange rates. In addition, the company is
exposed to equity price changes related to certain employee compensation
obligations. The company manages its exposure to changes in




- 34 -
   5
Management's Discussion and Analysis of
Results of Operations and Financial Condition




interest rates by optimizing the use of variable-rate and fixed-rate debt and by
utilizing interest rate swaps in order to maintain its variable-to-total debt
ratio within targeted guidelines. International operations, which accounted for
approximately 25% of 2001 net sales, are concentrated principally in Germany,
France, the United Kingdom, Canada and Australia. The company manages its
foreign currency exposures by borrowing in various foreign currencies and
utilizing cross-currency swaps, forward contracts, and options. Swaps and
forward contracts are entered into for periods consistent with related
underlying exposures and do not constitute positions independent of those
exposures. The company does not enter into contracts for speculative purposes
and does not use leveraged instruments.

The company principally uses a combination of purchase orders and various short-
and long-term supply arrangements in connection with the purchase of raw
materials, including certain commodities and agricultural products. On occasion,
the company may also enter into commodity futures contracts, as considered
appropriate, to reduce the volatility of price fluctuations for commodities such
as corn, soybean meal and cocoa. At July 29, 2001 and July 30, 2000, the
notional values and unrealized gains or losses on commodity futures contracts
held by the company were not material.

The information below summarizes the company's market risks associated with debt
obligations and other significant financial instruments as of July 29, 2001.
Fair values included herein have been determined based on quoted market prices.
The information presented below should be read in conjunction with Notes 16 and
18 to the Consolidated Financial Statements.

The table below presents principal cash flows and related interest rates by
fiscal year of maturity for debt obligations. Variable interest rates disclosed
represent the weighted-average rates of the portfolio at the period end.
Notional amounts and related interest rates of interest rate swaps are presented
by fiscal year of maturity. For the swaps, variable rates are the average
forward rates for the term of each contract.


EXPECTED FISCAL YEAR OF MATURITY



                                                                                                There-                     Fair
 (US$ equivalents in millions)         2002       2003         2004      2005       2006         after          Total     Value
 -----------------------------        -----      -----      -------     -----      -----      --------       --------     -----
                                                                                                 
DEBT
Fixed rate                        $      6    $   300    $   400(1)  $     1    $     1    $  1,013       $  1,721       $1,795
Weighted average interest rate        5.79%      6.15%       4.97%       9.0%       9.0%       7.23%          6.51%
                                  ---------   --------   ----------  --------   --------   -----------    -----------    ------
Variable rate                     $  1,800               $   528                                          $  2,328       $2,328
Weighted average interest rate        4.35%                 4.68%                                             4.43%
                                  ---------   --------   ----------  --------   --------   -----------    -----------    ------
INTEREST RATE SWAPS
Fixed to variable                                                                          $    250(2)    $    250(2)    $    5
Average pay rate                                                                               6.47%          6.47%
Average receive rate                                                                           6.75%          6.75%
                                  ---------   --------   ----------  --------   --------   -----------    -----------    ------

(1)      $100 million callable in 2002.

(2)      Hedges 6.75% notes due 2011.

As of July 30, 2000, fixed-rate debt of approximately $1.3 billion with an
average interest rate of 6.47% and variable-rate debt of approximately
$1.8 billion with an average interest rate of 6.57% were outstanding.
There were no interest rate swaps outstanding at July 30, 2000.


The company is exposed to foreign currency exchange risk related to its
international operations, including net investments in subsidiaries and
subsidiary debt which is denominated in currencies other than the functional
currency of those businesses. The following table summarizes the cross-currency
swap outstanding as of July 29, 2001, which hedges such an exposure. The
notional amount of the currency and the related weighted-average forward
interest rate are presented in the Cross-Currency Swap table.


CROSS-CURRENCY SWAP



 (US$ equivalents                             Interest     Notional         Fair
 in millions)                 Expiration          Rate        Value        Value
 ------------                 ----------          ----        -----        -----
                                                               
Pay variable FrF                                 4.88%
Receive variable US$                2003         4.21%         $110         $ 25

The cross-currency contracts outstanding at July 30, 2000 also included a pay
fixed DM/receive fixed US$ contract with a notional value of $107 million. This
contract matured in 2001. The aggregate fair value of all contracts was $22
million as of July 30, 2000.


The company is also exposed to foreign exchange risk as a result of transactions
in currencies other than the functional




                                                                          - 35 -
   6
Management's Discussion and Analysis of
Results of Operations and Financial Condition




currency of certain subsidiaries, including subsidiary debt. The company
utilizes foreign currency forward purchase and sale contracts in order to hedge
these exposures. The table below summarizes the foreign currency forward
contracts outstanding and the related weighted-average contract exchange rates
as of July 29, 2001.

FORWARD EXCHANGE CONTRACTS



                                                        Average
 (US$ equivalents               Contract            Contractual
 in millions)                     Amount          Exchange Rate
 ------------                     ------          -------------
                                            
Receive USD/Pay GBP                $ 424                   1.41
Receive USD/Pay Euro               $ 292                   0.86
Receive USD/Pay SEK                $  90                  10.63
Receive CAD/Pay USD                $  35                   0.65
Receive Euro/Pay GBP               $  17                   0.62
Receive USD/Pay JPY                $   6                    118
Receive AUD/Pay NZD                $   5                   0.83
Receive GBP/Pay AUD                $   5                   2.66


The company had an additional $6 million in a number of smaller contracts to
purchase or sell various other currencies, such as the euro, Australian dollar,
Japanese yen, and Swiss franc, as of July 29, 2001. The aggregate fair value of
all contracts was $(7) million as of July 29, 2001. Total forward exchange
contracts outstanding as of July 30, 2000 were $236 million with a fair value of
$(3) million.




The company had swap contracts outstanding as of July 29, 2001, which hedge a
portion of exposures relating to certain employee compensation liabilities
linked to the total return of the Standard & Poor's 500 Index or to the total
return of the company's capital stock. Under these contracts, the company pays
variable interest rates and receives from the counterparty either the Standard &
Poor's 500 Index total return or the total return on company capital stock. The
notional value of the contracts that include the return on the Standard & Poor's
500 Index was $28 million at July 29, 2001 and $29 million at July 30, 2000. The
average forward interest rate applicable to the contract which expires in 2002
was 4.52% at July 29, 2001. The notional value of the contract that includes the
total return on company capital stock was $32 million at July 29, 2001 and $50
million at July 30, 2000. The average forward interest rate applicable to this
contract, which expires in 2003, was 4.37% at July 29, 2001. The net cost to
settle these contracts was $17 million at July 29, 2001 and $25 million at July
30, 2000. Gains and losses on the contracts are recognized as adjustments to the
carrying value of the underlying obligations.

The company's utilization of financial instruments in managing market risk
exposures described above is consistent with the prior year. Changes in the
portfolio of financial instruments are a function of the results of operations,
market effects and the company's acquisition and divestiture activities.


New Accounting Pronouncements

In June 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards (SFAS) No. 133 "Accounting for Derivative
Instruments and Hedging Activities." The company adopted this statement, as
amended by SFAS No. 137 and No. 138, in the first quarter 2001. The cumulative
effect of adoption was not material. The standard required that all derivative
instruments be recorded on the balance sheet at fair value. Changes in the fair
value of derivatives are recorded in earnings or other comprehensive income,
based on whether the instrument is designated as part of a hedge transaction
and, if so, the type of hedge transaction.

In September 2000, the Emerging Issues Task Force (EITF) reached a final
consensus on Issue No. 00-10 "Accounting for Shipping and Handling Fees and
Costs" that such costs cannot be reported as a reduction of revenue. The
consensus was effective in the fourth quarter 2001. Shipping and handling costs
of approximately $200 million were reclassified from Net sales to Cost of
products sold for all periods presented. The reclassifications had no impact on
net earnings or earnings per share.

The EITF has recently addressed several topics related to the classification and
recognition of certain promotional expenses. In May 2000, the EITF issued a
consensus on Issue No. 00-14 "Accounting for Certain Sales Incentives." This
Issue addresses the recognition, measurement and income statement classification
of certain sales incentives, including discounts, coupons, and free products. In
April 2001, the EITF reached a consensus on Issue No. 00-25 "Vendor Income
Statement Characterization of Consideration Paid to a Reseller of the Vendor's
Products" and delayed the implementation date of Issue No. 00-14 to coincide
with the effective date of Issue No. 00-25. Under these Issues, the EITF
concluded that certain consumer and trade sales promotion expenses, such as
coupon redemption costs, cooperative advertising programs, new product
introduction fees, feature price discounts and in-store display incentives,
should be classified as a reduction of sales rather than as marketing expenses.
The company will adopt this accounting guidance in the first quarter 2002.

The company has historically classified certain costs covered by the provisions
of Issues No. 00-14 and 00-25 as promotional expenses within Marketing and
selling expenses. The company is continuing to evaluate the impact of the new
accounting guidance and expects that certain costs historically




- 36 -
   7
Management's Discussion and Analysis of
Results of Operations and Financial Condition




recorded as Marketing and selling expenses will be reclassified as a reduction
of sales. Based on historical information, annual net sales as currently
reported could be reduced by approximately 12% to 13%. Prior period amounts will
be restated upon adoption. As reclassifications, these changes will not affect
the company's financial position or earnings.

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

The company is currently evaluating the impact of these provisions and
considering early adoption in 2002. The total after-tax amortization expense
related to goodwill and other intangible assets was approximately $40 million in
2001. This amount includes amortization related to the European soup and sauce
acquisition in May 2001.

Earnings Outlook

On September 6, 2001, the company issued a press release announcing results for
fiscal 2001 and commented on analysts' expectations for the first quarter of
fiscal 2002 and the outlook for earnings per share for the full year.

Forward-Looking Statements

This 2001 Annual Report contains "forward-looking" statements, which reflect the
company's current expectations regarding future results of operations, economic
performance, financial condition and achievements of the company. The company
has tried, wherever possible, to identify these forward-looking statements by
using words such as "anticipate," "believe," "estimate," "expect" and similar
expressions. These statements reflect the company's current plans and
expectations and are based on information currently available to it. They rely
on a number of assumptions and estimates which could be inaccurate and which are
subject to risks and uncertainties.

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

-        the impact of strong competitive response to the company's efforts to
         leverage its brand power with product innovation, promotional programs
         and new advertising;

-        the inherent risks in the marketplace associated with trade and
         consumer acceptance of product improvements and new product
         introductions;

-        the company's ability to achieve sales and earnings forecasts, which
         are based on assumptions about sales volume and product mix;

-        the company's ability to achieve its cost savings objectives, including
         the projected outcome of supply chain management programs;

-        the company's ability to complete the successful post-acquisition
         integration of acquired businesses into existing operations;

-        the difficulty of predicting the pattern of inventory movements by the
         company's trade customers; and

-        the impact of unforeseen economic changes in currency exchange rates,
         interest rates, equity markets, inflation rates, recession and other
         external factors over which the company has no control.

This discussion of uncertainties is by no means exhaustive but is designed to
highlight important factors that may impact the company's outlook. The company
disclaims any obligation or intent to update forward-looking statements in order
to reflect events or circumstances after the date of this report.




                                                                          - 37 -
   8
Consolidated Statements of Earnings
(millions, except per share amounts)






                                                              2001       2000       1999
                                                              ----       ----       ----
                                                                         
NET SALES                                                   $6,664     $6,466     $6,626
                                                            ------     ------     ------
Costs and expenses
   Cost of products sold                                     3,146      3,107      3,252
   Marketing and selling expenses                            1,765      1,622      1,634
   Administrative expenses                                     372        319        304
   Research and development expenses                            63         64         66
   Other expenses (Note 5)                                     114         89         64
   Restructuring charges (Note 4)                               10         --         36
                                                            ------     ------     ------
Total costs and expenses                                     5,470      5,201      5,356
                                                            ------     ------     ------
EARNINGS BEFORE INTEREST AND TAXES                           1,194      1,265      1,270
Interest expense (Note 6)                                      219        198        184
Interest income                                                 12         10         11
                                                            ------     ------     ------
Earnings before taxes                                          987      1,077      1,097
Taxes on earnings (Note 9)                                     338        363        373
                                                            ------     ------     ------
NET EARNINGS                                                $  649     $  714     $  724
                                                            ======     ======     ======
PER SHARE -- BASIC
NET EARNINGS                                                $ 1.57     $ 1.68     $ 1.64
                                                            ======     ======     ======
Weighted average shares outstanding - basic                    414        425        441
                                                            ======     ======     ======
PER SHARE -- ASSUMING DILUTION
NET EARNINGS                                                $ 1.55     $ 1.65     $ 1.63
                                                            ======     ======     ======
Weighted average shares outstanding - assuming dilution        418        432        445
                                                            ======     ======     ======

See accompanying Notes to Consolidated Financial Statements.





- 38 -
   9
Consolidated Balance Sheets
(millions, except per share amounts)






                                                                 JULY 29,     July 30,
                                                                    2001         2000
                                                                 --------     --------
                                                                        
CURRENT ASSETS
Cash and cash equivalents                                        $    24      $    27
Accounts receivable (Note 10)                                        442          443
Inventories (Note 11)                                                597          571
Other current assets (Note 12)                                       158          127
                                                                 --------     --------
Total current assets                                               1,221        1,168
                                                                 --------     --------
PLANT ASSETS, NET OF DEPRECIATION (Note 13)                        1,637        1,644
INTANGIBLE ASSETS, NET OF AMORTIZATION (Note 14)                   2,451        1,767
OTHER ASSETS (Note 15)                                               618          617
                                                                 --------     --------
Total assets                                                     $ 5,927      $ 5,196
                                                                 ========     ========

CURRENT LIABILITIES
Notes payable (Note 16)                                          $ 1,806      $ 1,873
Payable to suppliers and others                                      582          509
Accrued liabilities                                                  450          360
Dividend payable                                                      92           95
Accrued income taxes                                                 190          195
                                                                 --------     --------
Total current liabilities                                          3,120        3,032
                                                                 --------     --------
LONG-TERM DEBT (Note 16)                                           2,243        1,218
NONPENSION POSTRETIREMENT BENEFITS (Note 8)                          336          364
OTHER LIABILITIES (Note 17)                                          475          445
                                                                 --------     --------
Total liabilities                                                  6,174        5,059
                                                                 --------     --------
SHAREOWNERS' EQUITY (Note 19)
Preferred stock; authorized 40 shares;
  none issued                                                          -            -
Capital stock, $.0375 par value;
  authorized 560 shares; issued 542 shares                            20           20
Capital surplus                                                      314          344
Earnings retained in the business                                  4,651        4,373
Capital stock in treasury, 133 shares
  in 2001 and 121 shares in 2000, at cost                         (4,908)      (4,373)
Accumulated other comprehensive loss                                (324)        (227)
                                                                 --------     --------
Total shareowners' equity                                           (247)         137
                                                                 --------     --------
Total liabilities and shareowners' equity                        $ 5,927      $ 5,196
                                                                 ========     ========
See accompanying Notes to Consolidated Financial Statements.




                                                                          - 39 -
   10
Consolidated Statements of Cash Flows
(millions)






                                                           2001         2000         1999
                                                        -------      -------      -------
                                                                         
CASH FLOWS FROM OPERATING ACTIVITIES:
Net earnings                                            $   649      $   714      $   724
Non-cash charges to net earnings
   Restructuring charges                                     10            -           36
   Depreciation and amortization                            266          251          255
   Deferred taxes                                             4           17           78
   Other, net                                                38           20            5
Changes in working capital
   Accounts receivable                                      (11)          90          108
   Inventories                                               (1)          23          (58)
   Other current assets and liabilities                     151           50         (194)
                                                        --------     --------     --------
NET CASH PROVIDED BY OPERATING ACTIVITIES                 1,106        1,165          954
                                                        --------     --------     --------
CASH FLOWS FROM INVESTING ACTIVITIES:
   Purchases of plant assets                               (200)        (200)        (297)
   Sales of plant assets                                      8            7            9
   Businesses acquired                                     (911)           -         (105)
   Sales of businesses                                        -           11          103
   Other, net                                               (19)         (22)         (32)
                                                        --------     --------     --------
NET CASH USED IN INVESTING ACTIVITIES                    (1,122)        (204)        (322)
                                                        --------     --------     --------
CASH FLOWS FROM FINANCING ACTIVITIES:
   Long-term borrowings                                   1,028            -          323
   Repayments of long-term borrowings                         -           (7)          (8)
   Short-term borrowings                                  1,962        1,028        1,537
   Repayments of short-term borrowings                   (2,007)      (1,206)      (1,111)
   Dividends paid                                          (374)        (384)        (386)
   Treasury stock purchases                                (618)        (394)      (1,026)
   Treasury stock issuances                                  24           20           35
                                                        --------     --------     --------
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES          15         (943)        (636)
                                                        --------     --------     --------
EFFECT OF EXCHANGE RATE CHANGES ON CASH                      (2)           3           (6)
                                                        --------     --------     --------
NET CHANGE IN CASH AND CASH EQUIVALENTS                      (3)          21          (10)
CASH AND CASH EQUIVALENTS - BEGINNING OF YEAR                27            6           16
                                                        --------     --------     --------
CASH AND CASH EQUIVALENTS - END OF YEAR                 $    24      $    27      $     6
                                                        ========     ========     ========

See accompanying Notes to Consolidated Financial Statements.




- 40 -
   11
Consolidated Statements of Shareowners' Equity
(millions, except per share amounts)






                                                   Capital Stock
                                   -------------------------------------------                 Earnings    Accumulated        Total
                                         Issued                 In Treasury                    Retained      Other Com-       Share-
                                   ------------------       ------------------     Capital       in the     prehensive       owners'
                                   Shares      Amount       Shares      Amount     Surplus     Business           Loss       Equity
                                   ------      ------       ------      ------     -------     --------           ----       ------
                                                                                                    
Balance at August 2, 1998             542      $   20          (94)   $ (3,083)    $   395      $ 3,706         $ (164)     $   874
                                   ------      ------       ------    --------     -------      -------         ------      -------
Comprehensive income (loss)
   Net earnings                                                                                     724                         724
   Foreign currency
      translation adjustments                                                                                       14           14
Dividends ($.885 per share)                                                                        (389)                       (389)
Treasury stock purchased                                       (22)     (1,026)                                              (1,026)
Treasury stock issued under
   management incentive and
   stock option plans                                            3          51         (13)                                      38
                                   ------      ------       ------    --------     -------      -------         ------      -------
Balance at August 1, 1999             542          20         (113)     (4,058)        382        4,041           (150)         235
                                   ------      ------       ------    --------     -------      -------         ------      -------
Comprehensive income (loss)
   Net earnings                                                                                     714                         714
   Foreign currency
      translation adjustments                                                                                      (77)         (77)
Dividends ($.90 per share)                                                                         (382)                       (382)
Treasury stock purchased                                       (11)       (394)                                                (394)
Treasury stock issued under
   management incentive and
   stock option plans                                            3          79         (38)                                      41
                                   ------      ------       ------    --------     -------      -------         ------      -------
Balance at July 30, 2000              542          20         (121)     (4,373)        344        4,373           (227)         137
                                   ------      ------       ------    --------     -------      -------         ------      -------
COMPREHENSIVE INCOME (LOSS)
   NET EARNINGS                                                                                     649                         649
   FOREIGN CURRENCY
      TRANSLATION ADJUSTMENTS                                                                                      (97)         (97)
DIVIDENDS ($.90 PER SHARE)                                                                         (371)                       (371)
REPURCHASE OF SHARES
   UNDER FORWARD STOCK
   PURCHASE CONTRACTS                                          (11)       (521)                                                (521)
TREASURY STOCK PURCHASED                                        (3)        (97)                                                 (97)
TREASURY STOCK ISSUED UNDER
   MANAGEMENT INCENTIVE AND
   STOCK OPTION PLANS                                            2          83         (30)                                      53
                                   ------      ------       ------    --------     -------      -------         ------      -------
BALANCE AT JULY 29, 2001              542      $   20         (133)   $ (4,908)    $   314      $ 4,651         $ (324)     $  (247)
                                   ======      ======       ======    ========     =======      =======         ======      =======

See accompanying Notes to Consolidated Financial Statements.







                                                                          - 41 -
   12
Notes to Consolidated Financial Statements
(dollars in millions, except per share amounts)

note 1  summary of significant accounting policies

CONSOLIDATION The consolidated financial statements include the accounts of the
company and its majority-owned subsidiaries. Significant intercompany
transactions are eliminated in consolidation. Investments of 20% or more in
affiliates are accounted for by the equity method.

FISCAL YEAR The company's fiscal year ends on the Sunday nearest July 31. There
were 52 weeks in 2001, 2000 and 1999.

REVENUE RECOGNITION Revenues are recognized when the earnings process is
complete. This generally occurs when products are shipped in accordance with
terms of agreements, title and risk of loss transfer to customers, collection is
probable and pricing is fixed or determinable.

CASH AND CASH EQUIVALENTS All highly liquid debt instruments purchased with a
maturity of three months or less are classified as cash equivalents.

INVENTORIES Substantially all U.S. inventories are priced at the lower of cost
or market, with cost determined by the last in, first out (LIFO) method. Other
inventories are priced at the lower of average cost or market.

PLANT ASSETS Plant assets are stated at historical cost. Alterations and major
overhauls, which extend the lives or increase the capacity of plant assets, are
capitalized. The amounts for property disposals are removed from plant asset and
accumulated depreciation accounts and any resultant gain or loss is included in
earnings. Ordinary repairs and maintenance are charged to operating costs.

DEPRECIATION Depreciation provided in Costs and expenses is calculated using the
straight-line method. Buildings and machinery and equipment are depreciated over
periods not exceeding 45 years and 15 years, respectively.

INTANGIBLE ASSETS Intangible assets consist principally of the excess purchase
price over net assets of businesses acquired and trademarks. Intangibles are
amortized on a straight-line basis over periods not exceeding 40 years.

LONG-LIVED ASSETS Long-lived assets are comprised of intangible assets and
property, plant and equipment. Long-lived assets are reviewed for impairment as
events or changes in circumstances occur indicating that the carrying amount of
the asset may not be recoverable. An estimate of undiscounted future cash flows
produced by the asset, or the appropriate grouping of assets, is compared to the
carrying value to determine whether an impairment exists.

DERIVATIVE FINANCIAL INSTRUMENTS The company uses derivative financial
instruments primarily for purposes of hedging exposures to fluctuations in
interest rates, foreign currency exchange rates and equity-linked employee
benefit obligations. Beginning in 2001, all derivatives are accounted for in
accordance with Statement of Financial Accounting Standards (SFAS) No. 133
"Accounting for Derivatives and Hedging Activities," as amended by SFAS No. 137
and No. 138. All derivatives are recognized on the balance sheet at fair value.
Changes in the fair value of derivatives are recorded in earnings or other
comprehensive income, based on whether the instrument is designated as part of a
hedge transaction and, if so, the type of hedge transaction. Gains or losses on
derivative instruments reported in other comprehensive income are reclassified
to earnings in the period in which earnings are affected by the underlying
hedged item. The ineffective portion of all hedges is recognized in earnings in
the current period. The cumulative effect of adopting SFAS No. 133 was not
material to the company's consolidated financial statements.

USE OF ESTIMATES Generally accepted accounting principles require management to
make estimates and assumptions that affect assets and liabilities, contingent
assets and liabilities, and revenues and expenses. Actual results could differ
from those estimates.

RECLASSIFICATIONS Prior year financial statements and footnotes have been
reclassified to conform to the current year presentation.

In September 2000, the Emerging Issues Task Force (EITF) reached a final
consensus on Issue No. 00-10 "Accounting for Shipping and Handling Fees and
Costs" that such costs cannot be reported as a reduction of revenue. The
consensus was effective in the fourth quarter 2001. Shipping and handling costs
of approximately $207 in 2001, $199 in 2000, and $202 in 1999 were reclassified
from Net sales to Cost of products sold for all periods presented. The
reclassifications had no impact on net earnings or earnings per share.

NEW ACCOUNTING PRONOUNCEMENTS The EITF has recently addressed several topics
related to the classification and recognition of certain promotional expenses.
In May 2000, the EITF issued a consensus on Issue No. 00-14 "Accounting for
Certain Sales Incentives." This Issue addresses the recognition, measurement and
income statement classification of


- 42 -
   13
Notes to Consolidated Financial Statements
(dollars in millions, except per share amounts)



certain sales incentives, including discounts, coupons, and free products. In
April 2001, the EITF reached a consensus on Issue No. 00-25 "Vendor Income
Statement Characterization of Consideration Paid to a Reseller of the Vendor's
Products" and delayed the implementation date of Issue No. 00-14 to coincide
with the effective date of Issue No. 00-25. Under these Issues, the EITF
concluded that certain consumer and trade sales promotion expenses, such as
coupon redemption costs, cooperative advertising programs, new product
introduction fees, feature price discounts and in-store display incentives,
should be classified as a reduction of sales rather than as marketing expenses.
The company will adopt this accounting guidance in the first quarter 2002.

The company has historically classified certain costs covered by the provisions
of Issues No. 00-14 and 00-25 as promotional expenses within Marketing and
selling expenses. The company is continuing to evaluate the impact of the new
accounting guidance and expects that certain costs historically recorded as
Marketing and selling expenses will be reclassified as a reduction of sales.
Based on historical information, annual net sales as currently reported could be
reduced by approximately 12% to 13%. Prior period amounts will be restated upon
adoption. As reclassifications, these changes will not affect the company's
financial position or earnings.

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

The company is currently evaluating the impact of these provisions and
considering early adoption in 2002. The total after-tax amortization expense
related to goodwill and other intangible assets was approximately $40 in 2001.
This amount includes amortization related to the European soup and sauce
acquisition in May 2001.

note 2   comprehensive income

Total comprehensive income is comprised of net earnings, net foreign currency
translation adjustments, and net unrealized gains and losses on cash-flow
hedges. Total comprehensive income for the twelve months ended July 29, 2001 and
July 30, 2000 was $552 and $637, respectively. Accumulated other comprehensive
loss, as reflected in the Statements of Shareowners' Equity, primarily consists
of the cumulative foreign currency translation adjustment. The net gain on
cash-flow hedges was not material at July 29, 2001.

note 3   business and geographic segment information

The company operates in three business segments: Soup and Sauces, Biscuits and
Confectionery and Away From Home. The segments are managed as strategic units
due to their distinct manufacturing processes, marketing strategies and
distribution channels.

The Soup and Sauces segment includes the worldwide soup businesses that are
comprised of, among others, Campbell's soups worldwide, Erasco soups in Germany,
Liebig soups in France, the European dry soup and sauce business under the
Batchelors, Oxo, Lesieur, Royco, Liebig, Heisse Tasse, Bla Band and McDonnells
brands, Prego spaghetti sauces, Pace Mexican sauces, Franco-American pastas and
gravies, Swanson broths, and V8 and V8 Splash beverages. The Biscuits and
Confectionery segment includes the Godiva Chocolatier, Pepperidge Farm and
Arnotts businesses. Away From Home represents the distribution of products,
including Campbell's soups and Campbell's Specialty Kitchen entrees, to the
North American food service and home meal replacement markets.

Accounting policies for measuring segment assets and earnings before interest
and taxes are substantially consistent with those described in the summary of
significant accounting policies included in Note 1. The company evaluates
segment performance based on earnings before interest and taxes, excluding
certain non-recurring charges. Away From Home products are principally produced
by the tangible assets of the company's other segments, except for the Stockpot
premium


                                                                          - 43 -
   14
Notes to Consolidated Financial Statements
(dollars in millions, except per share amounts)



refrigerated soups, which are produced in a separate facility, and for certain
frozen products which are produced under contract manufacturing agreements.
Accordingly, with the exception of the designated Stockpot facility, plant
assets have not been allocated to the Away From Home segment. Depreciation and
amortization are allocated to Away From Home based on budgeted production hours.
Transfers between segments are recorded at cost plus mark-up or at market.

Information about operations by business segment is as follows:

BUSINESS SEGMENTS



                                           Biscuits &        Away                      Corporate
                               Soup &         Confec-        From                       & Elimi-
 2001                          Sauces         tionery        Home        Other(1)     nations(2)      Total
                               ------      ----------        ----        --------     ----------     ------
                                                                                   
NET SALES(3)                   $4,539           1,613         573               4           (65)     $6,664

EARNINGS BEFORE
 INTEREST AND TAXES(4)         $1,052             206          58               1          (123)     $1,194

DEPRECIATION AND
 AMORTIZATION                  $  137              87          15               1            26      $  266

CAPITAL
 EXPENDITURES                  $  107              77           6               -            10      $  200

SEGMENT ASSETS                 $3,613           1,250         352               4           708      $5,927




                                           Biscuits &        Away                      Corporate
                               Soup &         Confec-        From                       & Elimi-
 2000                          Sauces         tionery        Home        Other(1)     nations(2)      Total
                               ------      ----------        ----        --------     ----------     ------
                                                                                   
Net sales(3)                   $4,393           1,542         565              28           (62)     $6,466

Earnings before
 interest and taxes            $1,081             213          53               -           (82)     $1,265

Depreciation and
 amortization                  $  126              83          16               1            25      $  251

Capital
 expenditures                  $  119              64           4               -            13      $  200

Segment assets                 $2,750           1,364         371               7           704      $5,196




                                           Biscuits &        Away                      Corporate
                               Soup &         Confec-        From                       & Elimi-
 1999                          Sauces         tionery        Home         Other(1)    nations(2)      Total
                               ------      ----------        ----         --------    ----------     ------
                                                                                   
Net sales(3)                   $4,515           1,505         535             132           (61)     $6,626

Earnings before
 interest and taxes(5)         $1,082             215          57              (5)          (79)     $1,270

Depreciation and
 amortization                  $  128              84          13               9            21      $  255

Capital
 expenditures                  $  164              70          32              10            21      $  297

Segment assets                 $2,975           1,461         349              38           699      $5,522

(1)  Represents financial information of certain prepared convenience food businesses not categorized as
     reportable segments.
(2)  Represents elimination of intersegment sales, unallocated corporate expenses and unallocated assets,
     including corporate offices, deferred income taxes and prepaid pension assets.
(3)  In 2001, shipping and handling costs of $207, $199 and $202 for fiscal 2001, 2000, and 1999,
     respectively, have been reclassified from Net sales to Cost of products sold to comply with a new
     accounting pronouncement.
(4)  Contributions to earnings before interest and taxes by the Biscuits and Confectionery segment include
     the effect of costs of $15 associated with the Australian manufacturing reconfiguration.
(5)  Contributions to earnings before interest and taxes by segment included the effects of a fourth quarter
     1999 restructuring charge of $36, net of a $5 reversal of a prior period restructuring charge, as follows:
     Soup and Sauces - $22, Biscuits and Confectionery - $1, and Other - $13.


GEOGRAPHIC AREA INFORMATION

Information about operations in different geographic areas is as follows:



 Net sales(1)                           2001            2000            1999
                                    --------        --------        --------
                                                           
United States                       $ 5,021         $ 4,820         $ 4,948

Europe                                  613             587             653

Australia/Asia Pacific                  589             649             632

Other countries                         513             483             456

Adjustments and eliminations            (72)            (73)            (63)
                                    --------        --------        --------
Consolidated                        $ 6,664         $ 6,466         $ 6,626
                                    ========        ========        ========




 Earnings before
 interest and taxes                  2001              2000              1999
                                 --------          --------          --------
                                                            
United States                    $ 1,137           $ 1,135           $ 1,208

Europe                                53                55                20

Australia/Asia Pacific                46                72                49

Other countries                       81                85                72
                                 --------          --------          --------
Segment earnings before
 interest and taxes                1,317             1,347             1,349

Unallocated corporate
 expenses                           (123)              (82)              (79)
                                 --------          --------          --------
Consolidated                     $ 1,194           $ 1,265           $ 1,270
                                 ========          ========          ========




 Identifiable assets                2001              2000              1999
                                  ------            ------            ------
                                                             
United States                     $2,737            $2,792            $2,742

Europe                             1,472               533               614

Australia/Asia Pacific               717               852               991

Other countries                      293               315               476

Corporate                            708               704               699
                                  ------            ------            ------
Consolidated                      $5,927            $5,196            $5,522
                                  ======            ======            ======

(1)  In 2001, shipping and handling costs of $207, $199 and $202 for fiscal
     2001, 2000 and 1999, respectively, have been reclassified from Net sales to
     Cost of products sold to comply with a new accounting pronouncement.


Transfers between geographic areas are recorded at cost plus markup or at
market. Identifiable assets are those assets, including goodwill, which are
identified with the operations in each geographic region. The 2001 restructuring
charge of $10 is allocated to Australia/Asia Pacific. The 1999 net restructuring
charge of $36 is allocated to geographic regions as follows: United States -
$10, Europe - $14, and Australia/Asia Pacific - $12.

note 4   restructuring programs

A restructuring charge of $10 ($7 after tax) was recorded in the fourth quarter
2001 for severance costs associated with the reconfiguration of the
manufacturing network of Arnotts in Australia. Costs of approximately $5 ($4
after tax) were also recorded in 2001 as Cost of products sold, representing
accelerated depreciation on assets to be taken out of service. This


- 44 -
   15
Notes to Consolidated Financial Statements
(dollars in millions, except per share amounts)



program is designed to drive greater manufacturing efficiency and will result in
the closure of the Melbourne plant. The company expects to incur an additional
$20 - $25 pre-tax costs during 2002 related to this program for accelerated
depreciation, employee benefit costs and other one-time expenses. The expected
net cash outflows related to this program will not have a material impact on the
company's liquidity. Approximately 550 jobs will be eliminated due to the plant
closure.

A restructuring charge included in earnings from continuing operations of $41
($30 after tax or $.07 per share) was recorded in the fourth quarter 1999 to
cover the costs of a restructuring and divestiture program approved in July 1999
by the company's Board of Directors. This charge related to the streamlining of
certain North American and European production and administrative facilities and
the anticipated loss on a divestiture of a non-strategic business with annual
sales of approximately $25. The restructuring charge included approximately $20
in cash charges primarily related to severance and employee benefit costs. The
remaining balance included non-cash charges related to the disposition of plant
assets and the divestiture. The restructuring and divestiture program has been
completed.

A $5 ($3 after tax or $.01 per share) reversal of the 1998 restructuring charge
was also recorded in the fourth quarter 1999. The reversal reflected the net
impact of changes in estimates and modifications to the original program. Two
manufacturing facilities scheduled for closure in 1999 were not taken out of
service due to changes in business and economic conditions subsequent to the
original charge, while additional asset rationalization and plant
reconfiguration strategies were implemented which resulted in incremental
headcount reductions. The initial charge for the third quarter 1998 program was
$262 ($193 after tax or $.42 per share). This program was designed to improve
operational efficiency by rationalizing certain U.S., European and Australian
production and administrative facilities and divesting non-strategic businesses.
This program was completed by the second quarter 2000.

A summary of restructuring reserves at July 29, 2001 and related activity is as
follows:



                     Accrued                                          ACCRUED
                  Balance at                            2001       BALANCE AT
               July 30, 2000       Spending           Charge    JULY 29, 2001
               -------------       --------           ------    -------------
                                                    
Severance pay
and benefits          $11              (11)               10              $10


note 5   other expenses



                                      2001            2000            1999
                                      ----            ----            ----
                                                             
Stock price related
 incentive programs                   $ 36            $ 26            $ 15

Amortization of intangible
 and other assets                       57              55              58

Minority interest                        3               1               1

Other, net                              18               7             (10)
                                      ----            ----            -----
                                      $114            $ 89            $ 64
                                      ====            ====            =====


note 6   interest expense



                                        2001              2000              1999
                                        ----              ----              ----
                                                                   
Interest expense                        $222              $204              $190
Less: Interest capitalized                 3                 6                 6
                                        ----              ----              ----
                                        $219              $198              $184
                                        ====              ====              ====


note 7   acquisitions

In May 2001, the company acquired the assets of the European culinary brands
business, comprised of several soup and sauce businesses, from Unilever,
PLC/Unilever N.V. for approximately $900. The acquisition was financed with
available cash and commercial paper borrowings. This acquisition was accounted
for as a purchase transaction, and operations of the acquired business are
included in the financial statements from May 4, 2001, the date the acquisition
was consummated. The purchase price was allocated as follows: approximately $100
to fixed assets and inventory; approximately $440 to trademarks and other
identifiable intangible assets; and approximately $360 to the excess of the
purchase price over net assets acquired (goodwill). Goodwill and trademarks are
being amortized on a straight-line basis over 40 years. The allocation of the
excess purchase price is based on preliminary estimates and assumptions and is
subject to revision.

Had the acquisition occurred at the beginning of 2000, based on unaudited data,
net sales for 2001 and 2000 would have increased $303 and $403, respectively,
and net earnings would have decreased $2 in 2001 and $7 in 2000. Diluted
earnings per share would have decreased $.01 and $.02 in 2001 and 2000,
respectively. These pro forma estimates factor in certain adjustments, including
amortization of goodwill, additional depreciation expense, increased interest
expense on debt related to the acquisition, and related income tax effects. The
pro forma results do not include any synergies expected to result from the
acquisition.


                                                                          - 45 -
   16
Notes to Consolidated Financial Statements
(dollars in millions, except per share amounts)



In the first quarter of 1999, the company acquired the Stockpot premium
refrigerated soup business, which is predominantly a U.S. food service business,
for $105. This acquisition was accounted for using the purchase method.

note 8   pension and postretirement benefits


PENSION BENEFITS Substantially all of the company's U.S. and certain non-U.S.
employees are covered by noncontributory defined benefit pension plans. In 1999,
the company implemented significant amendments to certain U.S. plans. Under a
new formula, retirement benefits are determined based on percentages of annual
pay and age. To minimize the impact of converting to the new formula, service
and earnings credit will continue to accrue for active employees participating
in the plans under the formula prior to the amendments through the year 2014.
Employees will receive the benefit from either the new or old formula, whichever
is higher. Benefits become vested upon the completion of five years of service.
Benefits are paid from funds previously provided to trustees and insurance
companies or are paid directly by the company from general funds. Plan assets
consist primarily of investments in equities, fixed income securities, and real
estate.

Pension coverage for employees of certain non-U.S. subsidiaries are provided to
the extent determined appropriate through their respective plans. Obligations
under such plans are systematically provided for by depositing funds with trusts
or under insurance contracts. The assets and obligations of these plans are not
material.

POSTRETIREMENT BENEFITS The company provides postretirement benefits including
healthcare and life insurance to substantially all retired U.S. employees and
their dependents. In 1999, changes were made to the postretirement benefits
offered to certain U.S. employees. Participants who were not receiving
postretirement benefits as of May 1, 1999 will no longer be eligible to receive
such benefits in the future, but the company will provide access to healthcare
coverage for non-eligible future retirees on a group basis. Costs will be paid
by the participants. To preserve the economic benefits for employees near
retirement, participants who were at least age 55 and had at least 10 years of
continuous service remain eligible for postretirement benefits.

Components of net periodic benefit cost:



 Pension                              2001            2000            1999
                                     -----           -----           -----
                                                            
Service cost                         $  35           $  37           $  29

Interest cost                          106             103              91

Expected return
 on plan assets                       (158)           (150)           (142)

Amortization of net
 transition obligation                  (1)             (3)             (3)

Amortization of prior
 service cost                            5               5               5

Recognized net
 actuarial loss                          1               6               5

Curtailment                             --               1              --
                                     -----           -----           -----
Net periodic pension income          $ (12)          $  (1)          $ (15)
                                     =====           =====           =====




 Postretirement                      2001           2000           1999
                                     ----           ----           ----
                                                          
Service cost                         $  3           $  5           $ 10

Interest cost                          20             18             19

Amortization of prior
 service cost                         (12)           (11)            (6)

Amortization of net gain               (7)           (12)            (9)

Settlement                             --             (3)            --
                                     ----           ----           ----
Net periodic postretirement
 (income) expense                    $  4           $ (3)          $ 14
                                     ====           ====           ====


Change in benefit obligation:



                                   Pension                 Postretirement
                           ---------------------       ---------------------
                              2001          2000          2001          2000
                           -------       -------       -------       -------
                                                         
Obligation at
 beginning of year         $ 1,428       $ 1,405       $   260       $   246

Service cost                    35            37             3             5

Interest cost                  106           103            20            18

Plan amendments                 --             7            --           (14)

Actuarial (gain) loss           60            (7)           86            35

Settlement                      --            --            (1)           (2)

Curtailment                     --            (2)           --            --

Benefits paid                 (122)         (116)          (30)          (28)

Foreign currency
 adjustment                     (8)            1            --            --
                           -------       -------       -------       -------
Benefit obligation at
 end of year               $ 1,499       $ 1,428       $   338       $   260
                           =======       =======       =======       =======


Change in the fair value of pension plan assets:



                                                2001                  2000
                                             -------               -------
                                                             
Fair value at beginning of year              $ 1,846               $ 1,740

Actual return on plan assets                     (97)                  218

Employer contributions                            --                     2

Benefits paid                                   (118)                 (112)

Foreign currency adjustment                      (10)                   (2)
                                             -------               -------
Fair value at end of year                    $ 1,621               $ 1,846
                                             =======               =======



- 46 -
   17
Notes to Consolidated Financial Statements
(dollars in millions, except per share amounts)



Funded status as recognized in the Consolidated Balance Sheet:



                                    Pension                 Postretirement
                              -------------------        --------------------
                               2001          2000          2001          2000
                              -----        ------        ------        ------
                                                           
Funded status at
 end of year                  $ 122        $ 418         $(338)        $(260)

Unrecognized prior
 service cost                    54           60           (32)          (44)

Unrecognized
 (gain) loss                    220          (94)           15           (79)

Unrecognized net
 transition obligation            -           (1)            -             -
                              -----        ------        ------        ------
Net amount recognized         $ 396        $ 383         $(355)        $(383)
                              =====        ======        ======        ======


The current portion of nonpension postretirement benefits included in Accrued
liabilities was $19 at July 29, 2001 and July 30, 2000.

PENSION

Weighted-average assumptions at end of year:



                                     2001              2000              1999
                                   ------            ------            ------
                                                              
Discount rate for
 benefit obligation                 7.25%             7.75%             7.50%

Expected return on
 plan assets                       10.00%            10.50%            10.50%

Rate of compensation
 increases                          4.50%             4.50%             4.50%



POSTRETIREMENT

The discount rate used to determine the accumulated postretirement benefit
obligation was 7.25% in 2001 and 7.75% in 2000. The assumed healthcare cost
trend rate used to measure the accumulated postretirement benefit obligation was
8%, declining to 4.50% in 2006 and continuing at 4.50% thereafter.

A one percentage point change in assumed health care costs would have the
following effects on 2001 reported amounts:



                                    Increase         Decrease
                                    --------         --------
                                              
Effect on service and
 interest cost                           $ 3            $ (3)

Effect on the 2001
 accumulated benefit obligation          $20            $(21)



Obligations related to non-U.S. postretirement benefit plans are not significant
since these benefits are generally provided through government-sponsored plans.

SAVINGS PLANS The company sponsors employee savings plans which cover
substantially all U.S. employees. After one year of continuous service, the
company generally matches 50% of employee contributions up to 5% of
compensation. Amounts charged to Costs and expenses were $11 in 2001, $10 in
2000, and $11 in 1999.

note 9   taxes on earnings

The provision for income taxes on earnings from continuing operations consists
of the following:



                                            2001            2000            1999
                                        --------        --------        --------
                                                               
Income taxes:

Currently payable

 Federal                                $   254         $   246         $   231
 State                                       29              30              31
 Non-U.S.                                    51              70              33
                                        --------        --------        --------
                                            334             346             295
                                        ========        ========        ========
Deferred

 Federal                                     13              36              64
 State                                       (1)             (4)              2
 Non-U.S.                                    (8)            (15)             12
                                        --------        --------        --------
                                              4              17              78
                                        --------        --------        --------
                                        $   338         $   363         $   373
                                        ========        ========        ========

Earnings from continuing
 operations before income taxes:

 United States                          $   835         $   880         $   954
 Non-U.S.                                   152             197             143
                                        --------        --------        --------
                                        $   987         $ 1,077         $ 1,097
                                        ========        ========        ========


The following is a reconciliation of the effective income tax rate on continuing
operations with the U.S. federal statutory income tax rate:



                                           2001            2000            1999
                                          -----           -----           -----
                                                                 
Federal statutory income
 tax rate                                 35.0%           35.0%           35.0%

State income taxes (net of
 federal tax benefit)                      1.5             1.5             1.9

Nondeductible divestiture and
 restructuring charges                       -               -             0.3

Non-U.S. earnings taxed at other
 than federal statutory rate              (0.9)           (1.0)           (0.6)

Tax loss carryforwards                    (0.3)           (0.3)           (0.3)

Other                                     (1.1)           (1.5)           (2.3)
                                          -----           -----           -----
Effective income tax rate                 34.2%           33.7%           34.0%
                                          =====           =====           =====



                                                                          - 47 -
   18
Notes to Consolidated Financial Statements
(dollars in millions, except per share amounts)



Deferred tax liabilities and assets are comprised of the following:



                                           2001                2000
                                          ------              ------
                                                        
Depreciation                              $ 160               $ 170

Pensions                                    125                 118

Other                                       216                 195
                                          ------              ------
Deferred tax liabilities                    501                 483
                                          ------              ------
Benefits and compensation                   197                 200

Tax loss carryforwards                       12                  17

Other                                        95                  78
                                          ------              ------
Gross deferred tax assets                   304                 295

Deferred tax asset valuation
 allowance                                  (12)                (17)
                                          ------              ------
Net deferred tax assets                     292                 278
                                          ------              ------
Net deferred tax liability                $ 209               $ 205
                                          ======              ======


At July 29, 2001, non-U.S. subsidiaries of the company have tax loss
carryforwards of approximately $32. Of these carryforwards, $9 expire through
2005 and $23 may be carried forward indefinitely. The current statutory tax
rates in these countries range from 28% to 46%.

Income taxes have not been provided on undistributed earnings of non-U.S.
subsidiaries of approximately $525, which are deemed to be permanently invested.
If remitted, tax credits or planning strategies should substantially offset any
resulting tax liability.

note 10  accounts receivable



                                       2001                2000
                                      ------              ------
                                                    
Customers                             $ 441               $ 424

Allowances for cash
 discounts and bad debts                (28)                (19)
                                      ------              ------
                                        413                 405

Other                                    29                  38
                                      ------              ------
                                      $ 442               $ 443
                                      ======              ======


note 11   inventories



                                       2001              2000
                                       ----              ----
                                                   
Raw materials, containers
 and supplies                          $216              $213

Finished products                       381               358
                                       ----              ----
                                       $597              $571
                                       ====              ====


Approximately 61% of inventory in 2001 and 62% in 2000 is accounted for on the
last in, first out method of determining cost. If the first in, first out
inventory valuation method had been used exclusively, inventories would not
differ materially from the amounts reported at July 29, 2001 and July 30, 2000.

note 12  other current assets



                                        2001            2000
                                      -------         -------
                                                
Prepaid pensions                      $   18          $   18

Deferred taxes                            94              80

Other                                     46              29
                                      -------         -------
                                      $  158          $  127
                                      =======         =======


note 13  plant assets



                                        2001            2000
                                      -------         -------
                                                
Land                                  $   50          $   43

Buildings                                840             808

Machinery and equipment                2,354           2,283

Projects in progress                     133             162
                                      -------         -------
                                       3,377           3,296

Accumulated depreciation              (1,740)         (1,652)
                                      -------         -------
                                      $1,637          $1,644
                                      =======         =======


Depreciation expense provided in Costs and expenses was $209 in 2001, $196 in
2000, and $197 in 1999. Approximately $75 of capital expenditures are required
to complete projects in progress at July 29, 2001.

note 14  intangible assets



                                            2001                  2000
                                         --------               --------
                                                         
Purchase price in excess of
 net assets of businesses
 acquired (goodwill)                     $ 1,856               $ 1,570

Trademarks                                   890                   456

Other intangibles                             11                     4
                                         --------              --------
                                           2,757                 2,030

Accumulated amortization                    (306)                 (263)
                                         --------              --------
                                         $ 2,451               $ 1,767
                                         ========              ========


note 15  other assets



                              2001              2000
                              ----              ----
                                          
Prepaid pensions              $378              $365

Investments                    215               234

Other                           25                18
                              ----              ----
                              $618              $617
                              ====              ====



- 48 -
   19
Notes to Consolidated Financial Statements
(dollars in millions, except per share amounts)



note 16  notes payable and long-term debt

Notes payable consists of the following:



                                        2001            2000
                                     -------         -------
                                               
Commercial paper                     $ 1,789         $ 1,738

Current portion of
 Long-term Debt                            6             119

Variable-rate bank borrowings             11              16
                                     -------         -------
                                     $ 1,806         $ 1,873
                                     =======         =======


Commercial paper had a weighted average interest rate of 4.38% and 6.62% at July
29, 2001 and July 30, 2000, respectively.

The current portion of Long-term Debt had a weighted average interest rate of
5.79% and 7.06% at July 29, 2001 and July 30, 2000, respectively.

The company has short-term lines of credit of approximately $2,600 available at
July 29, 2001. These lines of credit include three committed lines of credit
totaling $2,300 which support commercial paper borrowings and remain unused at
July 29, 2001.

Long-term Debt consists of the following:



                      Fiscal Year
 Type                 of Maturity                      Rate                 2001                2000
                        ---------                ----------               ------              ------
                                                                                  
Notes                        2003                      6.15%              $  300              $  300
Notes                        2004(1)             4.68%-5.63%                 928                 400
Notes                        2007                      6.90%                 300                 300
Notes                        2011                      6.75%                 500                  --
Debentures                   2021                      8.88%                 200                 200
Other                   2003-2010                6.40%-9.00%                  15                  18
                                                                          ------              ------
                                                                          $2,243              $1,218
                                                                          ======              ======
(1)  $100 callable in 2002.




The fair value of the company's long-term debt including the current portion of
long-term debt in Notes payable was $2,323 at July 29, 2001, and $1,330 at July
30, 2000.

The company has $1,100 of capacity as of July 29, 2001 under a shelf
registration statement filed with the Securities and Exchange Commission.

Principal amounts of long-term debt mature as follows: 2002 - $6 (in current
liabilities); 2003 - $300; 2004 - $928; 2005 - $1; 2006 - $1 and beyond -
$1,013.

note 17  other liabilities



                                        2001            2000
                                       -----           -----
                                                 
Deferred taxes                         $ 303           $ 285

Deferred compensation                    123             129

Postemployment benefits                   13              11

Other                                     36              20
                                       -----           -----
                                       $ 475           $ 445
                                       =====           =====


note 18  financial instruments

The company utilizes certain derivative financial instruments to enhance its
ability to manage risk, including interest rate, foreign currency and certain
equity-linked employee compensation exposures which exist as part of ongoing
business operations. Derivative instruments are entered into for periods
consistent with related underlying exposures and do not constitute positions
independent of those exposures. The company does not enter into contracts for
speculative purposes, nor is it a party to any leveraged derivative instrument.

All derivatives are recognized on the balance sheet at fair value. On the date
the derivative contract is entered into, the company designates the derivative
as (1) a hedge of the fair value of a recognized asset or liability or of an
unrecognized firm commitment (fair-value hedge), (2) a hedge of a forecasted
transaction or of the variability of cash flows to be received or paid related
to a recognized asset or liability (cash-flow hedge), (3) a foreign-currency
fair-value or cash-flow hedge (foreign-currency hedge), or (4) a hedge of a net
investment in a foreign operation. Some derivatives may also be considered
natural hedging instruments (changes in fair value are recognized to act as
economic offsets to changes in fair value of the underlying hedged item and do
not qualify for hedge accounting under SFAS No. 133).

Changes in the fair value of a fair-value hedge, along with the loss or gain on
the hedged asset or liability that is attributable to the hedged risk (including
losses or gains on firm commitments), are recorded in current period earnings.
Changes in the fair value of a cash-flow hedge are recorded in other
comprehensive income, until earnings are affected by the variability of cash
flows. Changes in the fair value of a foreign-currency hedge are recorded in
either current-period earnings or other comprehensive income, depending on
whether the hedge transaction is a fair-value hedge (e.g., a hedge of a firm
commitment that is to be settled in foreign currency) or a cash-flow


                                                                          - 49 -
   20
Notes to Consolidated Financial Statements
(dollars in millions, except per share amounts)



hedge (e.g., a hedge of a foreign-currency-denominated forecasted transaction).
If, however, a derivative is used as a hedge of a net investment in a foreign
operation, its changes in fair value, to the extent effective as a hedge, are
recorded in the cumulative translation adjustments account within Shareowners'
equity.

As of July 29, 2001, the accumulated derivative gain/(loss) in other
comprehensive income was not material. At July 29, 2001, the maximum maturity
date of any cash-flow hedge was approximately three months.

Other disclosures related to hedge ineffectiveness, gains/(losses) excluded from
the assessment of hedge effectiveness, gains/(losses) arising from effective
hedges of net investments, gains/(losses) resulting from the discontinuance of
hedge accounting and reclassifications from other comprehensive income to
earnings have been omitted due to the insignificance of these amounts.

The company finances a portion of its operations through debt instruments
primarily consisting of commercial paper, notes, debentures and bank loans. The
company periodically utilizes interest rate swap agreements to minimize
worldwide financing costs and to achieve a desired proportion of variable versus
fixed-rate debt. In 2001, the company entered into interest rate swaps that
convert fixed-rate debt (6.75% notes due in 2011) to variable. The swaps mature
in fiscal 2011 and are accounted for as fair-value hedges. The amounts paid or
received on these hedges and adjustments to fair value are recognized as
adjustments to interest expense. The notional amount of interest rate swaps was
$250 at July 29, 2001. The swaps had a fair value of $5 at July 29, 2001. There
were no interest rate swaps outstanding at July 30, 2000.

The company is exposed to foreign currency exchange risk as a result of
transactions in currencies other than the functional currency of certain
subsidiaries. The company utilizes foreign currency forward purchase and sale
contracts in order to manage the volatility associated with foreign currency
purchases and certain intercompany transactions in the normal course of
business. Contracts typically have maturities of less than one year. Principal
currencies include the euro, British pound, Australian dollar, Canadian dollar,
Japanese yen, and Swedish krona.

Qualifying forward exchange contracts are accounted for as cash-flow hedges when
the hedged item is a forecasted transaction. The fair value of these instruments
was not material at July 29, 2001. Gains and losses on these instruments are
recorded in other comprehensive income until the underlying transaction is
recorded in earnings. When the hedged item is realized, gains or losses are
reclassified from Accumulated other comprehensive income to the Statement of
Earnings on the same line item as the underlying transaction. The assessment of
effectiveness for contracts is based on changes in the spot rates and the change
in the time value of options is reported in earnings.

The company also enters into certain foreign currency derivative instruments
that are not designated as accounting hedges. These instruments are primarily
intended to reduce volatility of certain intercompany financing transactions.
Gains and losses on derivatives not designated as accounting hedges are
typically recorded in Other expenses, as an offset to gains/(losses) on the
underlying transaction.

The company principally uses a combination of purchase orders and various short-
and long-term supply arrangements in connection with the purchase of raw
materials, including certain commodities and agricultural products. On occasion,
the company may also enter into commodity futures contracts, as considered
appropriate, to reduce the volatility of price fluctuations for commodities such
as corn, soybean meal and cocoa. These instruments are designated as cash-flow
hedges. The fair value of the effective portion of the contracts is recorded in
Accumulated other comprehensive income and reclassified into Cost of products
sold in the period in which the underlying transaction is recorded in earnings.
Commodity hedging activity is not material to the company's financial
statements.

The company is exposed to equity price changes related to certain employee
compensation obligations. Swap contracts are utilized to hedge exposures
relating to certain employee compensation obligations linked to the total return
of the Standard & Poor's 500 Index and the total return of the company's capital
stock. The company pays a variable interest rate and receives the equity returns
under these instruments. The notional value of the equity swap contracts, which
mature in 2002 and 2003, was $60 at July 29, 2001. The net liability recorded
under these contracts at July 29, 2001 was approximately $17. These instruments
are not designated as accounting hedges. Gains and losses are recorded in Other
expenses.

All amounts in other comprehensive income for cash-flow hedges are expected to
be reclassified into earnings in the


- 50 -
   21
Notes to Consolidated Financial Statements
(dollars in millions, except per share amounts)



fiscal year. The amount of discontinued cash-flow hedges during the year was not
material.

note 19  shareowners' equity

The company has authorized 560 million shares of Capital stock with $.0375 par
value and 40 million shares of Preferred stock, issuable in one or more classes,
with or without par as may be authorized by the Board of Directors. No Preferred
stock has been issued.

The company sponsors a long-term incentive compensation plan. Under the plan,
restricted stock and options may be granted to certain officers and key
employees of the company. The plan provides for awards up to an aggregate of 25
million shares of Capital stock. Options are granted at a price not less than
the fair value of the shares on the date of grant and expire not later than ten
years after the date of grant. Options vest over a three-year period.

The company accounts for the stock option grants and restricted stock awards in
accordance with Accounting Principles Board Opinion No. 25 and related
Interpretations. Accordingly, no compensation expense has been recognized in the
Statements of Earnings for the options. In 1997, the company adopted the
disclosure provisions of SFAS No. 123 "Accounting for Stock-Based Compensation."
Had the company recorded compensation expense for the fair value of options
granted consistent with SFAS No. 123, earnings from continuing operations would
have been reduced by approximately $14, $13 and $16 in 2001, 2000 and 1999,
respectively. Earnings per share from continuing operations, both basic and
assuming dilution, would have been reduced by $.03 in both 2001 and 2000, and
$.04 in 1999.

In 2001, the Board of Directors authorized the conversion of certain stock
options to shares of restricted stock based on specified conversion ratios. The
exchange, which was voluntary, replaced approximately 4.7 million options with
approximately one million restricted shares. Depending on the original grant
date of the options, the restricted shares vest in 2002, 2003 or 2004. The
company recognizes compensation expense throughout the vesting period of the
restricted stock. Compensation expense related to this award was $8 in 2001.

The weighted average fair value of options granted in 2001, 2000 and 1999 was
estimated as $7.96, $7.94 and $11.49, respectively. The fair value of each
option grant at grant date is estimated using the Black-Scholes option pricing
model. The following weighted average assumptions were used for grants in 2001,
2000 and 1999:



                                       2001               2000              1999
                                       ----               ----              ----
                                                                  
Risk-free interest rate                5.1%               6.3%              6.2%

Expected life (in years)                 6                  6                 6

Expected volatility                     30%                29%               24%

Expected dividend yield                3.1%               3.0%              2.0%



Restricted shares granted are as follows:



 (shares in thousands)             2001             2000             1999
                                   ----             ----             ----
                                                           
Restricted Shares
 Granted                            184              573            1,804



Information about stock options and related activity is as follows:



                                           Weighted                          Weighted                          Weighted
                                            Average                           Average                           Average
 (options in                               Exercise                          Exercise                          Exercise
 thousands)                  2001             Price            2000             Price            1999             Price
                          -------        ----------         -------        ----------         -------        ----------
                                                                                           
Beginning of year         24,024         $    32.16         19,880         $    32.37         18,366         $    28.72

Granted                    1,361              31.95          6,105              29.84          3,890              42.79

Exercised                 (2,434)             16.82         (1,350)             17.81         (2,122)             17.75

Terminated                  (929)             40.36           (611)             45.40           (254)             45.61

Converted to
 restricted stock         (4,652)             46.13              -                  -              -                  -
                          -------        ----------         -------             -----         -------             -----
End of year               17,370         $    30.30         24,024         $    32.16         19,880         $    32.37
                          -------                           -------
Exercisable at
 end of year              12,160                            14,850                            14,019
                          ======                            ======                            =======




 (options in thousands)        Stock Options Outstanding            Exercisable Options
                           ----------------------------------       ---------------------
                                       Weighted
                                        Average      Weighted                    Weighted
 Range of                             Remaining       Average                     Average
 Exercise                           Contractual      Exercise                    Exercise
 Prices                    Shares          Life         Price       Shares          Price
---------------            ------           ---        ------       ------        -------
                                                                  
$16.26 - $22.60             3,809           2.5        $19.54        3,809        $ 19.54
$23.18 - $31.91             9,871           6.9        $30.52        6,078        $ 31.12
$32.03 - $44.41             3,032           6.7        $39.16        1,627        $ 43.29
$44.61 - $56.50               658           3.9        $53.81          646        $ 53.83
                           ------                                   ------
                           17,370                                   12,160
                           ======                                   ======


In 1999, the company entered into forward stock purchase contracts to partially
hedge the company's equity exposure from its stock option program. On December
12, 2000, the company purchased 11 million shares of common stock under the
existing forward contracts for approximately $521.

For the periods presented in the Consolidated Statements of Earnings, the
calculations of basic earnings per share and earnings per share assuming
dilution vary in that the weighted average shares outstanding assuming dilution
includes the


                                                                          - 51 -
   22
Notes to Consolidated Financial Statements
(dollars in millions, except per share amounts)



incremental effect of stock options, except when such effect would be
antidilutive. In 2001, 2000 and 1999, the weighted average shares outstanding
assuming dilution also includes the incremental effect of approximately three
million, four million and two hundred thousand shares, respectively, under
forward stock purchase contracts.

note 20  contingencies

The company is a party to lawsuits and claims arising out of the normal course
of business. 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.

note 21  statements of cash flows



                                 2001            2000            1999
                                 ----            ----            ----
                                                        
Interest paid, net of
 amounts capitalized             $208            $199            $181

Interest received                $ 12            $ 10            $ 11

Income taxes paid                $310            $253            $300



note 22  subsequent event (unaudited)

On September 20, 2001, the company issued $300 seven-year fixed-rate notes at
5.875%. The proceeds were used to repay short-term borrowings. In conjunction
with the issuance of these notes, the company also entered into a seven-year
interest rate swap contract, which converted $75 of the fixed rate interest
obligations to variable rate debt.

note 23  quarterly data (unaudited)



 2001                                         FIRST                SECOND                 THIRD                FOURTH
                                         ----------            ----------            ----------            ----------
                                                                                               
NET SALES(1)                             $    1,830            $    2,017            $    1,487            $    1,330

COST OF PRODUCTS SOLD(1)                        859                   922                   715                   650

NET EARNINGS                                    204                   271                   122                    52

PER SHARE - BASIC
 NET EARNINGS                                  0.48                  0.65                  0.30                  0.13
 DIVIDENDS                                    0.225                 0.225                 0.225                 0.225

PER SHARE - ASSUMING DILUTION
 NET EARNINGS                                  0.47                  0.65                  0.30                  0.13

MARKET PRICE
 HIGH                                    $    28.81            $    35.44            $    33.05            $    31.00
 LOW                                     $    23.75            $    28.19            $    28.25            $    25.75






 2000                                         First                Second                 Third                Fourth
                                         ----------            ----------            ----------            ----------
                                                                                               
Net sales(1)                             $    1,819            $    1,972            $    1,442            $    1,233

Cost of products sold(1)                        860                   904                   712                   631

Net earnings                                    235                   281                   139                    59

Per share - basic
 Net earnings                                  0.55                  0.66                  0.33                  0.14
 Dividends                                    0.225                 0.225                 0.225                 0.225

Per share - assuming dilution
 Net earnings                                  0.54                  0.65                  0.32                  0.14

Market price
 High                                    $    45.88            $    47.00            $    35.38            $    33.31
 Low                                     $    38.00            $    29.25            $    25.44            $    25.44

(1)  In 2001, financial results were restated to conform to the requirements of
     Emerging Issues Task Force Issue No. 00-10 "Accounting for Shipping and
     Handling Fees and Costs." Shipping and handling costs of $207 in 2001 and
     $199 in 2000 were reclassified from Net sales to Cost of products sold.



- 52 -
   23
Report of Management



The accompanying financial statements have been prepared by the management of
the company in conformity with generally accepted accounting principles to
reflect the financial position of the company and its operating results.
Financial information appearing throughout this Annual Report is consistent with
that in the financial statements. Management is responsible for the information
and representations in such financial statements, including the estimates and
judgments required for their preparation.

In order to meet its responsibility, management maintains a system of internal
controls designed to assure that assets are safeguarded and that financial
records properly reflect all transactions. The company also maintains a
worldwide auditing function to periodically evaluate the adequacy and
effectiveness of such internal controls, as well as the company's administrative
procedures and reporting practices. The company believes that its long-standing
emphasis on the highest standards of conduct and business ethics, set forth in
extensive written policy statements, serves to reinforce its system of internal
accounting controls.

The report of PricewaterhouseCoopers LLP, the company's independent accountants,
covering their audit of the financial statements, is included in this Annual
Report. Their independent audit of the company's financial statements includes a
review of the system of internal accounting controls to the extent they consider
necessary to evaluate the system as required by generally accepted auditing
standards.

The company's internal auditors report directly to the Audit Committee of the
Board of Directors, which is composed entirely of Directors who are not officers
or employees of the company. The Audit Committee meets periodically with the
internal auditors, other management personnel, and the independent accountants.
The independent accountants and the internal auditors have had, and continue to
have, direct access to the Audit Committee without the presence of other
management personnel, and have been directed to discuss the results of their
audit work and any matters they believe should be brought to the Committee's
attention.

/s/ Douglas R. Conant

Douglas R. Conant
President and Chief Executive Officer



/s/ Robert A. Schiffner

Robert A. Schiffner
Senior Vice President and Chief Financial Officer



/s/ Gerald S. Lord

Gerald S. Lord
Vice President - Controller

September 6, 2001



Report of Independent Accountants




TO THE SHAREOWNERS AND DIRECTORS
OF CAMPBELL SOUP COMPANY

In our opinion, the accompanying consolidated balance sheets and the related
consolidated statements of earnings, shareowners' equity and cash flows present
fairly, in all material respects, the financial position of Campbell Soup
Company and its subsidiaries at July 29, 2001 and July 30, 2000, and the results
of their operations and their cash flows for each of the three years in the
period ended July 29, 2001, in conformity with accounting principles generally
accepted in the United States of America. These financial statements are the
responsibility of the company's management; our responsibility is to express an
opinion on these financial statements based on our audits. We conducted our
audits of these statements in accordance with auditing standards generally
accepted in the United States of America, which require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant estimates made by
management, and evaluating the overall financial statement presentation. We
believe that our audits provide a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers LLP

Philadelphia, Pennsylvania
September 6, 2001


                                                                          - 53 -
   24
Five-Year Review - Consolidated
(millions, except per share amounts)



Fiscal Year                                         2001(1)              2000        1999(2)          1998(3)           1997(4)
                                                   --------          --------       --------         --------          --------
                                                                                                        
SUMMARY OF OPERATIONS
Net sales                                          $ 6,664           $ 6,466        $ 6,626          $ 6,944           $ 6,878
Earnings before interest and taxes                   1,194             1,265          1,270            1,248             1,149
Earnings before taxes                                  987             1,077          1,097            1,073               991
Earnings from continuing operations                    649               714            724              689               634
Earnings (loss) from discontinued operations             -                 -              -              (18)               79
Net earnings                                           649               714            724              660               713
Cash margin(5)                                        22.0%             23.5%          23.0%            21.8%             20.9%

FINANCIAL POSITION
Net assets of discontinued operations              $     -           $     -        $     -          $     -           $   632
Plant assets - net                                   1,637             1,644          1,726            1,723             2,044
Total assets                                         5,927             5,196          5,522            5,633             6,196
Total debt                                           4,049             3,091          3,317            2,570             2,657
Shareowners' equity                                   (247)              137            235              874             1,420

PER SHARE DATA
Earnings from continuing operations - basic        $  1.57           $  1.68        $  1.64          $  1.52           $  1.34
Earnings from continuing operations -
   assuming dilution                                  1.55              1.65           1.63             1.50              1.33
Net earnings - basic                                  1.57              1.68           1.64             1.46              1.51
Net earnings - assuming dilution                      1.55              1.65           1.63             1.44              1.49
Dividends declared                                    0.90              0.90          0.885            0.823              0.75

OTHER STATISTICS
Capital expenditures                               $   200           $   200        $   297          $   256           $   252
Number of shareowners (in thousands)                    48                51             51               51                49
Weighted average shares outstanding                    414               425            441              454               472
Weighted average shares outstanding -
   assuming dilution                                   418               432            445              460               478

(1)  2001 results include pre-tax costs of $15 ($11 after tax or $.03 per share
     basic and assuming dilution) related to an Australian manufacturing
     reconfiguration. Of this amount, pre-tax costs of approximately $5 were
     recorded in Cost of products sold.

{2}  1999 earnings from continuing operations include a net pre-tax
     restructuring charge of $36; $27 after tax or $.06 per share (basic and
     assuming dilution). Earnings from continuing operations also include the
     effect of certain non-recurring costs of $22; $15 after tax or $.03 per
     share (basic and assuming dilution).

(3)  1998 earnings from continuing operations include a pre-tax restructuring
     charge of $262; $193 after tax or $.42 per share (basic and assuming
     dilution). Earnings from continuing operations also include a gain on
     divestiture of $14; $9 after tax or $.02 per share (basic and assuming
     dilution). Net earnings include the cumulative effect of a change in
     accounting for business process reengineering costs of $11 or $.02 per
     share (basic and assuming dilution).

(4)  1997 earnings from continuing operations include a pre-tax restructuring
     charge of $204; $152 after tax or $.31 per share (basic and assuming
     dilution).

(5)  Cash margin equals earnings before interest and taxes plus depreciation,
     amortization and minority interest expense divided by net sales.

 In 2001, financial results were restated to conform to the requirements of a
new accounting pronouncement. Shipping and handling costs have been reclassified
from Net sales to Cost of products sold for all periods presented.

The company spun off its Specialty Foods segment in 1998 and accounted for it as
a discontinued operation. All information has been reclassified accordingly.



- 54 -

EX-21

ex21

EX-23

ex23

EX-24

ex24