e11vk
UNITED STATES
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, 2007
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 Salaried 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 15 pages including exhibits. An index of exhibits is on page 14.
CONTENTS
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3 |
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Financial Statements |
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4 |
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5 |
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6 - 12 |
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13 |
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Exhibit 23.1 Consent of Independent Registered Public Accounting Firm |
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15 |
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2
Report of Independent Registered Public Accounting Firm
To the Participants and the Administrative Committee of the
Campbell Soup Company Savings Plus Plan for Salaried Employees
We have audited the accompanying statements of net assets available for benefits of the Campbell
Soup Company Savings Plus Plan for Salaried Employees (the Plan) as of December 31, 2007 and
2006, and the related statements of changes in net assets available for benefits for the years 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 audits.
We conducted our audits 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 audits provide 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, 2007 and 2006, and
the changes in net assets available for benefits for the years then ended in conformity with
accounting principles generally accepted in the United States of America.
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/s/ Parente Randolph, LLC
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Philadelphia, Pennsylvania |
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June 25, 2008 |
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3
CAMPBELL SOUP COMPANY
SAVINGS PLUS PLAN FOR SALARIED EMPLOYEES
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
(dollars in thousands)
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December 31, |
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2007 |
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2006 |
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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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$ |
562,731 |
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$ |
544,033 |
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Liabilities |
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Net assets available for benefits |
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$ |
562,731 |
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$ |
544,033 |
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See
accompanying notes.
4
CAMPBELL SOUP COMPANY
SAVINGS PLUS PLAN FOR SALARIED EMPLOYEES
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
(dollars in thousands)
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Years
Ended December 31, |
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2007 |
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2006 |
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ADDITIONS TO NET ASSETS ATTRIBUTED TO: |
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Plans interest in the investment income of the Master Trust
Under Campbell Soup Company Savings and 401(K) Plans |
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27,230 |
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$ |
82,652 |
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Contributions: |
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Employer |
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10,615 |
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9,279 |
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Participants |
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29,552 |
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27,081 |
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40,167 |
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36,360 |
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Net
transfers in from the Savings Plus Plan for Hourly-Paid
Employees and other additions |
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67 |
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267 |
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Total additions |
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67,464 |
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119,279 |
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DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO: |
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Benefits paid to participants |
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48,734 |
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49,491 |
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Administrative fees |
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32 |
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29 |
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Total deductions |
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48,766 |
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49,520 |
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Net increase |
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18,698 |
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69,759 |
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Net assets available for benefits: |
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Beginning of year |
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544,033 |
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474,274 |
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End of year |
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$ |
562,731 |
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$ |
544,033 |
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See
accompanying notes.
5
CAMPBELL SOUP COMPANY
SAVINGS PLUS PLAN FOR SALARIED EMPLOYEES
NOTES TO FINANCIAL STATEMENTS
NOTE 1 DESCRIPTION OF THE PLAN
The following brief description of the Campbell Soup Company Savings Plus Plan for Salaried
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 salaried employees at substantially
all domestic locations of Campbell Soup Company (Campbell or the Company) and its
subsidiaries and certain other former employees on the first day of employment. 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 Hourly-Paid Employees.
The Plan is administered by the Administrative Committee appointed by the Board of Directors of
the Company. The Plan is subject to the provisions of 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. Highly-compensated employees may contribute up
to 15% of earnings, as defined by the Internal Revenue Code, as amended (the IRC), in pre-tax
contributions per pay period. Non-highly compensated employees may contribute up to 50% of
earnings, as defined by the IRC, in pre-tax contributions per pay period.
In addition, the total post-tax contribution, when combined with the pre-tax contribution,
cannot exceed a plan maximum of 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 2007 and 2006 was limited
to $15,500 ($20,500 if the participant is over 50 years of age) and $15,000 ($20,000 if the
participant is over 50 years of age), respectively. Participants also may rollover
distributions from other qualified defined benefit or defined contribution plans into the Plan.
Employer Contributions 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.
In addition, the Plan received approximately $732,306 from the settlement of a class action
lawsuit because it was a member of the class with a recognized loss as determined by the
settlement claims administrator. The distribution of the settlement funds occurred in 2007.
The Plan received from the
6
CAMPBELL SOUP COMPANY
SAVINGS PLUS PLAN FOR SALARIED EMPLOYEES
NOTES TO FINANCIAL STATEMENTS (continued)
NOTE 1 DESCRIPTION OF THE PLAN (continued)
settlement claims administrator explicit direction regarding the Plan participants who were
eligible for an allocation and the specific amount. The Plan made the allocations pursuant to
these directions.
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 2007 and 2006,
dividends paid in cash were $333,778 and $350,079, 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 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 |
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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. Interest rates ranged from 6.0% to 10.5% at December 31, 2007.
Payment of Benefits Participants may take a withdrawal from their account after they
terminate employment. Participants who are still actively working may take a withdrawal from
their after-tax and Company match accounts if the monies were vested and held in the Plan for
two years or if they have participated in the Plan for five years. Active participants who are
age 59 1/2 or older may also take a withdrawal from their pre-tax account without incurring early
withdrawal penalties. Participants who meet the requirements for a hardship withdrawal may
withdraw their pre-tax contributions. A six-month suspension of participant deferrals is
required for all hardship transactions.
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CAMPBELL SOUP COMPANY
SAVINGS PLUS PLAN FOR SALARIED EMPLOYEES
NOTES TO FINANCIAL STATEMENTS (continued)
NOTE 1 DESCRIPTION OF THE PLAN (continued)
Retirees can take a one-time lump sum payment from their account or installments or wait until
the year following the year they attain age 701/2, at which time they must take annual
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.
Forfeited
accounts At December 31, 2007 and 2006, forfeited non-vested accounts totaled
$266,145 and $50,166, respectively. These accounts will be used to reduce future Company
matching contributions. Also, in 2007 and 2006, $151,066 and $809,040, respectively of
forfeited non-vested accounts were used to reduce the Companys matching contributions.
Investment Options Upon enrollment in the Plan, a participant may direct employee
contributions in 1% increments in any of the various investment options, which include mutual
funds, the Fidelity Managed Income Portfolio and the Campbell Stock Fund.
NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Accounting The accompanying financial statements of the Plan are prepared under the
accrual method of accounting.
As described in Financial Accounting Standards Board Staff Position, FSP AAG INV-1 and SOP
94-4-1, Reporting of Fully Benefit-Responsive Investment Contracts Held by Certain Investment
Companies Subject to the AICPA Investment Company Guide and Defined-Contribution Health and
Welfare and Pension Plans (the FSP), investment contracts held by a defined-contribution plan
are required to be reported at fair value. However, contract value is the relevant measurement
attribute for that portion of the net assets available for benefits of a defined-contribution
plan attributable to fully benefit-responsive investment contracts because contract value is
the amount participants would receive if they were to initiate permitted transactions under the
terms of the plan. In 2007 and 2006, the Master Trust invested in the Fidelity Managed Income
Portfolio, which holds guaranteed investment contracts which are subject to the FSP. Although
required by the FSP, the statement of net assets available for benefits does not present the
fair value of the guaranteed investment contracts or the adjustment of such contracts from fair
value to contract value due to its immaterial impact to the Plan. The Plan adopted the
financial statement presentation and disclosure requirements of the FSP effective December 31,
2006 but the adoption of these requirements does not have a material impact on the statement of
net assets available for benefits because contract value approximates fair value. Adoption of
the FSP had no effect on the statement of changes in net assets which historically have been
presented on a contract value basis.
8
CAMPBELL SOUP COMPANY
SAVINGS PLUS PLAN FOR SALARIED EMPLOYEES
NOTES TO FINANCIAL STATEMENTS (continued)
NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
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.
New Accounting Pronouncements In June 2006, the Financial Accounting Standards Board
(FASB) issued FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes an
interpretation of FASB Statement No. 109 (FIN 48). FIN 48 clarifies the accounting for
uncertainty in income taxes recognized in a companys financial statements and prescribes a
recognition threshold of more-likely-than-not to be sustained upon examination by the
appropriate taxing authority. Measurement of the tax uncertainty occurs if the recognition
threshold has been met. FIN 48 also provides guidance on derecognition, classification,
interest and penalties, accounting in interim periods and disclosure. During 2007, the
provisions of FIN 48 have been adopted. Adoption of this interpretation does not
impact the plan at December 31, 2007.
In September 2006, FASB issued Statement of Financial Accounting Standards (SFAS) No. 157,
Fair Value Measurements. SFAS No. 157 defines fair value, establishes a framework for
measuring fair value in accounting principles generally accepted in the United States of
America, and expands disclosure about fair value measurements. SFAS No. 157 applies to other
accounting standards that require or permit fair value measurements. Accordingly, it does not
require any new fair value measurements. SFAS No. 157 is effective for fiscal years beginning
after November 15, 2007 and interim periods within those fiscal years. In February 2008, FASB
issued FASB Staff Position FSP 157-2, Effective Date of FASB Statement No. 157, which
defers the effective date of SFAS No. 157 for all nonfinancial assets and liabilities, except
those recognized or disclosed at fair value on an annual or more frequently recurring basis,
until years beginning after November 15, 2008 and interim periods within those years.
Management has not determined the impact of adopting SFAS 157 and FSP 157-2.
In February 2007, FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and
Financial Liabilities, which permits entities to choose to measure at fair value eligible
financial instruments and certain other items that are not currently required to be measured at
fair value. SFAS No. 159 requires that unrealized gains and losses on items for which the fair
value option has been elected be reported in earnings at each reporting date. SFAS No. 159 is
effective for fiscal years beginning after November 15, 2007. The Plan is currently assessing
the impact the adoption of SFAS No. 159 will have on the financial position and results of
operations.
9
CAMPBELL SOUP COMPANY
SAVINGS PLUS PLAN FOR SALARIED EMPLOYEES
NOTES TO FINANCIAL STATEMENTS (continued)
NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Valuation of Investments and Income Recognition The Plans interest in the Master Trust is
stated at fair value. The fair value of the Plans interest in the Master Trust is based on
the beginning of the years value of the Plans interest in the Master Trust plus actual
contributions and allocated investment income less actual distributions and allocated
administrative expenses. 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 which include guaranteed investment
contracts valued at contract value which approximates fair value 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.
NOTE 3 RELATED-PARTY TRANSACTIONS
Certain Plan investments held in the Master Trust are shares of mutual funds and a commingled
fund managed by Fidelity. Fidelity also serves as the Trustee 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, shares of Company common
stock are offered as a Plan investment to participants and held in the Master Trust, The
Company also issues loans to participants. All of these transactions qualify as
party-in-interest transactions but 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
At December 31, 2007 and 2006, the assets of the Plan were 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
year-end for each plan. At December 31, 2007 and 2006, the Plans interest in the net assets
of the Master Trust was approximately 70% in each year.
10
CAMPBELL SOUP COMPANY
SAVINGS PLUS PLAN FOR SALARIED EMPLOYEES
NOTES TO FINANCIAL STATEMENTS (continued)
NOTE 4 INTEREST IN MASTER TRUST (continued)
The following presents the investments at fair value for the Master Trust (dollars in
thousands) at December 31, 2007 and 2006.
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2007 |
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2006 |
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Investments, at fair value: |
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Mutual Funds |
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$ |
497,370 |
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$ |
445,126 |
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Campbell Stock Fund |
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263,315 |
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294,064 |
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Commingled fund |
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28,150 |
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30,536 |
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Participant Loans |
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11,747 |
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10,591 |
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Total |
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$ |
800,582 |
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$ |
780,317 |
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Investment income for the Master Trust for the years ended December 31, 2007 and 2006 was
comprised of the following:
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Investment income: |
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2007 |
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2006 |
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Interest and dividend income |
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$ |
36,635 |
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$ |
40,788 |
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Net
(depreciation) appreciation in fair value of investments: |
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Campbell Stock Fund |
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(21,474 |
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67,894 |
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Mutual Funds |
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16,318 |
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15,616 |
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Total |
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$ |
31,479 |
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$ |
124,298 |
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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 Company contributions.
11
CAMPBELL SOUP COMPANY
SAVINGS PLUS PLAN FOR SALARIED EMPLOYEES
NOTES TO FINANCIAL STATEMENTS (continued)
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.
NOTE 8 PLAN AMENDMENTS AND FUND CHANGES
On April 12, 2007, the Plan was amended to document the manner in which non-discrimination
testing is performed and identify methods to correct any testing failures.
The following amendments were approved by the Administrative Committee and became effective on
January 1, 2008: (i) The default investment for employee contributions under the Plan was
changed from the Fidelity Retirement Money Market Portfolio to the Fidelity Freedom Fund
corresponding to the participants 65th birthday. (ii) The default investment
option for Company matching contributions was changed from the Campbell Company Stock Fund to
the Fidelity Freedom Fund corresponding to the participants 65th birthday. (iii)
Automatic enrollment into the Plan now occurs approximately 45 days following an employees
hire date.
NOTE 9 SUBSEQUENT EVENTS
On March 18, 2008, the Company closed the sale of Godiva Chocolatier, Inc. and related
affiliates as defined in the share purchase agreement. On the closing date, all Godiva
employees who were transferred as part of the sale became 100% vested in their Company
matching contributions under the Plan regardless of their actual years of service. No
additional pay or service under the Plan will accrue after the closing date to any Godiva
employees who were transferred because Godiva is no longer part of the Companys
controlled group.
Approximately 11% of all Plan participants were Godiva employees transferred as part of
the sale. The approximate cost of the vesting treatment described above was $200,000.
12
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 SALARIED
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 26, 2008
13
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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15 |
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14