e11vk
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
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Annual Report Pursuant to Section 15(d) of the Securities Exchange Act of 1934 |
For the Fiscal Year Ended December 31, 2005
OR
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Transition Report Pursuant to Section 15(d) of
the Securities Exchange Act of 1934 |
For the transition period from to
Commission File Number 1-3822
A. Full title of the Plan:
Campbell
Soup Company Savings Plus Plan
For Hourly-Paid Employees
B. Name of issuer of the securities held pursuant to the Plan
and the address of its principal executive office:
Campbell Soup Company, Campbell Place, Camden, New Jersey 08103-1799
This Form 11-K contains 18 pages including exhibits. An index of exhibits is on page 16.
CONTENTS
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3-4 |
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Financial Statements |
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5 |
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6 |
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7-12 |
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Supplemental Schedule* |
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13 |
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15 |
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17 |
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18 |
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* |
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The supplemental schedule included is presented for purposes of additional analysis and is
not a required part of the basic financial statements but is required by the Employee
Retirement Income Security Act of 1974, as amended (ERISA). Other schedules required by
Section 2520.103-10 of the Department of Labors Rules and Regulations for Reporting and
Disclosure under ERISA have been omitted because they are not applicable. |
2
Report of Independent Registered Public Accounting Firm
To the Participants and the Administrative Committee of the
Campbell Soup Company
Savings Plus Plan for Hourly-Paid Employees
Camden, New Jersey
We have audited the accompanying statement of net assets available for benefits of the Campbell
Soup Company Savings Plus Plan for Hourly-Paid Employees (the Plan) as of December 31, 2005, and
the related statement of changes in net assets available for benefits for the year then
ended. These financial statements are the responsibility of the Plans management. Our
responsibility is to express an opinion on these financial statements based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight
Board (United States). Those standards 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. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material
respects, the net assets available for benefits of the Plan as of December 31, 2005, and the
changes in net assets available for benefits for the year then ended in conformity with accounting
principles generally accepted in the United States of America.
Our audit was performed for the purpose of forming an opinion on the basic financial statements
taken as a whole. The supplemental schedule of assets (held at end of year), is presented for the
purpose of additional analysis and is not a required part of the basic financial statements but is
supplementary information required by the Department of Labors Rules and Regulations for Reporting
and Disclosure under the Employee Retirement Income Security Act of 1974, as amended. The
supplemental schedule is the responsibility of the Plans management. The supplemental schedule has
been subjected to the auditing procedures applied in our audit of the basic financial statements
and, in our opinion, is fairly stated in all material respects in relation to the basic financial
statements taken as a whole.
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/s/ Parente Randolph, LLC
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Philadelphia, Pennsylvania |
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June 16, 2006 |
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3
Report of Independent Registered Public Accounting Firm
To the Participants and the Administrative Committee of the
Campbell Soup Company
Savings Plus Plan for Hourly-Paid Employees
Camden, New Jersey
We have audited the accompanying statement of assets available for benefits of the Campbell
Soup Company Savings Plus Plan for Hourly-Paid Employees (the Plan) as of December 31, 2004 and
the related statement of changes in assets available for benefits for the year then ended. These
financial statements are the responsibility of the Plans management. Our responsibility is to
express an opinion on these financial statements based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight
Board (United States). Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement. The
Plan has determined that it is not required to have, nor were we engaged to perform, an audit of
its internal control over financial reporting. Our audit included consideration of internal
control over financial reporting as a basis for designing audit procedures that are appropriate in
the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the
Plans internal control over financial reporting. Accordingly, we express no such opinion. An
audit also 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, as well as evaluating the overall financial statement presentation. We believe that
our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material
respects, the assets available for benefits of the Plan as of December 31, 2004, and the changes in
assets available for benefits for the year then ended in conformity with accounting principles
generally accepted in the United States of America.
Our audit was performed for the purpose of forming an opinion on the basic financial statements
taken as a whole. The supplemental schedule of assets (held at end of year) as of December 31,
2004, is presented for the purpose of additional analysis and is not a required part of the basic
financial statements but is supplementary information required by the Department of Labors Rules
and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of
1974. The supplemental schedule is the responsibility of the Plans management. The supplemental
schedule has been subjected to the auditing procedures applied in our audit of the basic financial
statements and, in our opinion, is fairly stated in all material respects in relation to the basic
financial statements taken as a whole.
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/s/ Siegfried & Schieffer, LLC
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Wilmington, Delaware |
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June 27, 2005 |
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4
CAMPBELL SOUP COMPANY
SAVINGS PLUS PLAN FOR HOURLY-PAID EMPLOYEES
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
(dollars in thousands)
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December 31, |
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2005 |
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2004 |
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Assets |
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Investments, at fair value: |
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Plans interest in Master Trust Under Campbell Soup Company
Savings and 401(k) Plans |
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189,021 |
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$ |
180,626 |
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Participant loans |
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6,542 |
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5,600 |
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Total Assets |
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195,563 |
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186,226 |
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Liabilities |
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Net Assets available for benefits |
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$ |
195,563 |
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$ |
186,226 |
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See accompanying notes.
5
CAMPBELL SOUP COMPANY
SAVINGS PLUS PLAN FOR HOURLY-PAID EMPLOYEES
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
(dollars in thousands)
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December 31, |
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2005 |
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2004 |
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ADDITIONS TO NET ASSETS ATTRIBUTED TO: |
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Plans interest in the investment income of Master Trust |
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$ |
7,810 |
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$ |
18,479 |
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Interest income, participant loans |
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378 |
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349 |
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8,188 |
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18,828 |
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Contributions: |
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Employer |
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4,814 |
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5,169 |
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Participants |
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11,964 |
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11,750 |
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16,778 |
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16,919 |
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Other additions |
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7 |
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Total additions |
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24,966 |
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35,754 |
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DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO: |
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Benefits paid to participants |
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15,070 |
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13,336 |
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Net transfers out, administrative fees and other deductions |
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559 |
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234 |
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Total deductions |
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15,629 |
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13,570 |
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NET INCREASE |
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9,337 |
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22,184 |
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NET ASSETS AVAILABLE FOR BENEFITS: |
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Beginning of year |
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186,226 |
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164,042 |
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End of year |
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$ |
195,563 |
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$ |
186,226 |
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See accompanying notes.
6
CAMPBELL SOUP COMPANY
SAVINGS PLUS PLAN FOR HOURLY-PAID EMPLOYEES
NOTES TO FINANCIAL STATEMENTS
December 31, 2005
NOTE 1 DESCRIPTION OF THE PLAN
The following brief description of the Campbell Soup Company Savings Plus Plan for Hourly-Paid
Employees (the Plan) is provided for general information purposes only. Participants should
refer to the Plan document for more complete information.
General - The Plan is a defined contribution plan covering hourly-paid employees at
substantially all domestic locations of Campbell Soup Company (Company or Campbell) and its
subsidiaries and certain other former employees. The Plan participates in the Master Trust
under Campbell Soup Company Savings and 401(k) Plans (the Master Trust). Assets are
maintained in the Master Trust in the custody of Fidelity Management Trust Company (the
Trustee). The Master Trust consists of the assets of the Plan and of another defined
contribution plan of the Company within the United States called the Campbell Soup Company
Savings Plus Plan for Salaried Employees.
The Plan is administered by the Administrative Committee appointed by the Board of Directors of
the Company. The Plan is subject to the Employee Retirement Income Security Act of 1974, as
amended (ERISA).
Employee Contributions - Participants authorize payroll deductions that are contributed to the
Plan and credited to their individual accounts. Monthly contributions are limited to a 15%
pre-tax maximum of a participants earnings, as defined by the Internal Revenue Code, as
amended (the IRC), with respect to a highly compensated employee or 50% of a participants
earnings, as defined by the IRC, with respect to a non-highly compensated employee.
In addition, the total post-tax contribution, when combined with the pre-tax contribution,
cannot exceed 15% of a participants earnings, as defined by the IRC, with respect to a highly
compensated employee or 50% of a participants earnings, as defined by the IRC, with respect to
a non-highly compensated employee. However, in accordance with the IRC, the amount of a
participants pre-tax contribution for calendar years 2005 and 2004 was limited to $14,000 and
$13,000, respectively. Participants may also rollover distributions from other qualified
defined benefit or defined contribution plans into the Plan.
Employer Contributions - In certain union locations, the company matches 50% of all
participants contributions up to 5% of a participants earnings as defined by the IRC
beginning after one full year of service. In other union and non-union locations, the company
matches 60% of all participants contributions up to 5% of the participants earnings as
defined by the IRC beginning after one full year of service. All Company contributions to the
Plan are initially invested in the Campbell Soup Company Stock Fund (the Campbell Stock
Fund). Participants are permitted to transfer all or any portion of the Company contributions
in the Campbell Stock Fund and related investment earnings to any of the Plans other
investment funds at any time after the initial contribution is made.
7
CAMPBELL SOUP COMPANY
SAVINGS PLUS PLAN FOR HOURLY-PAID EMPLOYEES
NOTES TO FINANCIAL STATEMENTS (continued)
NOTE 1 DESCRIPTION OF THE PLAN (continued)
Participant Accounts - Each participants account is credited with the participants
contributions, the Companys contributions and investment earnings. The benefit for which a
participant is eligible is the benefit that can be provided from the participants vested
account.
Participants can receive dividends paid on the Companys stock held in the Campbell Stock Fund
as cash or reinvest the dividends back into the Campbell Stock Fund. In 2005 and 2004,
dividends paid in cash were $208,878 and $203,640, respectively and were included in investment
income in the Master Trust.
Vesting Participants are immediately vested in their contributions plus actual earnings
thereon. Vesting in the Companys matching and discretionary contributions plus actual earnings
thereon is based on the following:
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Completed |
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Years of Service |
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Vesting |
One year |
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20 |
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Two years |
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40 |
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Three years |
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60 |
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Four years |
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80 |
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Five years or more |
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100 |
% |
Participant Loans Participants may borrow a minimum of $1,000 from their accounts up to
a maximum equal to the lesser of $50,000 or 50% of their vested account balance. Loan terms
range from 1 year to 4.5 years. The loans are secured by the balance in the participants
account and bear interest that is two points above the prime rate in effect on the first day of
the calendar quarter in which the loan is granted. Principal and interest are repaid ratably
through payroll deductions.
Payment of Benefits If under age 591/2, the participant is permitted to withdraw
all or a portion of the monies in his after-tax account and Company match accounts, once in a
calendar year if the monies were vested and held in the Plan for two years or if the
participant has participated in the Plan for five years. Such a participant may also make
withdrawals from his pre-tax account only if a financial hardship is demonstrated. A six-month
suspension of participant deferrals is required for all hardship transactions.
Retirees can take a one-time lump sum payment from their account or wait until they are age 70
1/2, at which time they can elect to take annual or periodic (i.e., monthly) distributions from
their account.
Annual distributions can be taken over five or ten years or over a retirees lifetime.
Terminated employees are limited to receiving a one-time lump sum amount equal to the value of
their vested interest in their account.
8
CAMPBELL SOUP COMPANY
SAVINGS PLUS PLAN FOR HOURLY-PAID EMPLOYEES
NOTES TO FINANCIAL STATEMENTS (continued)
NOTE 1 DESCRIPTION OF THE PLAN (continued)
Forfeited accounts At December 31, 2005 and 2004, forfeited nonvested accounts totaled
$71,134 and $60,040, respectively. These accounts will be used to reduce future Company
matching contributions. Also, in 2005 and 2004 there were no forfeited nonvested accounts used
to reduce the Company contributions.
Upon enrollment in the Plan, a participant may direct employee contributions in 1% increments
in any of twenty-two investment options, which include mutual funds, Fidelity Managed Income
Portfolio and the Campbell Stock Fund.
NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Accounting The financial statements of the Plan are prepared under the accrual
method of accounting.
Use of Estimates The preparation of financial statements in accordance with accounting
principles generally accepted in the United States of America requires the Company to make
estimates and assumptions that affect the reported amounts of assets and liabilities, and
changes therein and disclosure of contingent assets and liabilities. Actual results could
differ from those estimates.
Valuation of Investments and Income Recognition - The Plans interest in the Master Trust is
stated at fair value. Mutual funds are valued at quoted market prices that represent the net
asset value of shares held by the Master Trust at year end. The commingled fund (Fidelitys
Managed Income Portfolio) is valued at its net unit value that is based upon the value of the
underlying securities at year-end as determined by the Trustee. The fair value of the Campbell
Stock Fund is valued at the year-end unit value as determined by the Trustee and is based upon
the value of the underlying Campbell stock and short-term money market investments. Participant
loans are valued at their outstanding balances, which approximate fair value.
Purchases and sales of investments are recorded on a trade-date basis. Dividend income is
recorded on the ex-dividend date. Interest on participant loans is recorded in the investment
option from which the loan originated.
Payment of Benefits - Benefits are recorded when paid.
Reclassifications Certain prior year amounts were reclassified to conform to the current
presentation.
9
CAMPBELL SOUP COMPANY
SAVINGS PLUS PLAN FOR HOURLY-PAID EMPLOYEES
NOTES TO FINANCIAL STATEMENTS (continued)
NOTE 3 RELATED PARTY TRANSACTIONS
Certain Plan investments are shares of mutual funds and a commingled fund managed by Fidelity.
Fidelity also serves as the custodian and recordkeeper of the Plan, and therefore, Plan
transactions involving these mutual funds and commingled fund qualify as party-in-interest
transactions under ERISA and the IRC. Additionally, loans to participants qualify as
party-in-interest transactions. All of these transactions are exempt from the prohibited
transaction rules of ERISA and the IRC under statutory or governmental agency exemptions.
As provided by the Plan document, the Plan also pays certain administrative expenses.
NOTE 4 INTEREST IN MASTER TRUST
The assets of the Plan are maintained in the Master Trust that was established for the
investment of the assets of the Plan and one other defined contribution plan of the Company
within the United States of America. Each participating plan has an undivided interest in the
Master Trust.
Investment income and administrative expenses relating to the Master Trust are allocated to the
individual plans based on their proportionate share of Master Trust net assets as of the Plans
year-end. At December 31, 2005 and 2004, the Plans interest in the net assets of the Master
Trust was approximately 29%.
The following presents the fair value for the Master Trust (dollars in thousands) at December
31, 2005 and 2004.
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2005 |
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2004 |
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Investments, at fair value: |
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Mutual Funds |
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$ |
388,492 |
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$ |
354,333 |
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Campbell stock fund |
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237,658 |
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241,905 |
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Commingled fund |
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33,296 |
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33,785 |
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Total |
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$ |
659,446 |
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$ |
630,023 |
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10
CAMPBELL SOUP COMPANY
SAVINGS PLUS PLAN FOR HOURLY-PAID EMPLOYEES
NOTES TO FINANCIAL STATEMENTS (continued)
NOTE 4 INTEREST IN MASTER TRUST (continued)
Investment income for the Master Trust for the years ended December 31, 2005 and 2004 was
comprised of the following:
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2005 |
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2004 |
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Investment Income: |
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Interest and dividend income |
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$ |
18,969 |
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$ |
12,466 |
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Net appreciation (depreciation) in fair value of investments: |
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Campbell stock fund |
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(555 |
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24,641 |
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Mutual funds |
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16,073 |
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24,391 |
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Total |
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$ |
34,487 |
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$ |
61,498 |
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NOTE 5 PLAN TERMINATION
Although it has not expressed any intent to do so, the Company has the right under the Plan to
discontinue its contributions at any time and to terminate the Plan subject to the applicable
provisions of the Plan and ERISA. In the event of Plan termination, participants will become
100% vested in their accounts.
NOTE 6 TAX STATUS
The Internal Revenue Service has determined and informed the Company by a letter dated November
29, 2002 that the Plan is designed and operated in accordance with the applicable sections of
the IRC. The Plan has been amended since receiving the determination letter. However, the
Plans Administrative Committee believes that the Plan is currently designed and being operated
in compliance with the applicable requirements of the IRC. Accordingly, no provision for
income taxes is required in the accompanying financial statements.
NOTE 7 RISKS AND UNCERTAINTIES
The Plan invests in various investment securities. Investment securities are exposed to
various risks such as interest rate, market, and credit risks. Due to the level of risk
associated with certain investment securities, it is at least reasonably possible that changes
in the values of investment securities will occur in the near term and that such changes could
materially affect participants account balances and the amounts
reported in the statements of
net assets available for benefits.
11
CAMPBELL SOUP COMPANY
SAVINGS PLUS PLAN FOR HOURLY-PAID EMPLOYEES
NOTES TO FINANCIAL STATEMENTS (continued)
NOTE 8 PLAN AMENDMENTS AND FUND CHANGES
On March 29, 2005, the Plan was amended to adopt certain changes that affect the vesting of
Company matching contributions credited before a break in service, the disposition of accounts
valued at more than $5,000, a participants ability to invest Plan accounts after termination of
employment from the Company, and the crediting of service.
Effective January 1, 2005, the Templeton Foreign Fund was closed to new investments. Also
effective as of that date, the Fidelity Freedom Funds were added. These Fidelity funds include
the Freedom Income Fund as well as a series of funds that adjust their asset allocations over
the life of the fund. On December 30, 2005, the Fidelity Magellan Fund was closed to new
investments. Also effective as of that date, the Fidelity Diversified International Fund and
the Legg Mason Value Trust were added as investment options.
12
CAMPBELL SOUP COMPANY
SAVINGS PLUS PLAN FOR HOURLY-PAID EMPLOYEES
Schedule H, Line
4 (i) SCHEDULE OF ASSETS (HELD AT END OF YEAR)
EIN # 21-0419870, Plan # 009
December 31, 2005
(dollars in thousands)
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Description of investment |
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including maturity date, |
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Identity of issuer, borrower, |
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rate of interest, collateral, |
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Current |
lessor, or similar party |
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par or maturity value |
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Value |
* Participant Loans
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Interest rates ranging from
6.00% to 10.5%.
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$ |
6,542 |
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* |
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Indicates Party-In-Interest to the Plan. |
14
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the
Administrative Committee has duly caused this annual report to be signed on its behalf by the
undersigned hereunto duly authorized.
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CAMPBELL SOUP COMPANY SAVINGS PLUS
PLAN FOR HOURLY-PAID EMPLOYEES
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By: |
/s/ Robert A. Schiffner
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Robert A. Schiffner |
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Member of the Administrative Committee |
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Date: June 28, 2006
15
INDEX OF EXHIBITS
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Exhibit |
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Page |
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23.1 - Consent of Independent Registered Public Accounting Firm |
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17 |
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23.2 - Consent of Independent Public Accounting Firm |
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18 |
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16