CAMPBELL'S Co — Annual Report 2004

Jun 28, 2004

11-K 1 w98549e11vk.htm SAVINGS PLUS PLAN FOR HOURLY-PAID EMPLOYEES e11vk PAGEBREAK

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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 11-K

[X]
Securities Exchange Act of 1934
For the Fiscal Year Ended December 31, 2003

OR

[ ]
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 17 pages including exhibits. An index of exhibits is on page 16.

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Report of Independent Registered Public Accounting Firm	3
Financial Statements
Statements of Net Assets Available for Benefits
at December 31, 2003 and 2002	4
Statements of Changes in Net Assets Available for Benefits
for the Years Ended December 31, 2003 and 2002	5
Notes to Financial Statements	6 - 13
Additional Information*
Schedule of Assets (Held at End of Year)	14
CONSENT OF INDEPENDENT REG. PUBLIC ACCOUNTING FIRM

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• The additional information 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 (“ERISA”). Other schedules required by Section 2520.103-10 of the Department of Labor Rules and Regulations for Reporting and Disclosure under ERISA have been omitted because they are not applicable.

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Report of Independent Registered Public Accounting Firm

To the Participants and Administrative Committee of the Campbell Soup Company Savings Plus Plan for Hourly-Paid Employees

In our opinion, the accompanying statements of net assets available for benefits and the related statements of changes in net assets available for benefits present fairly, in all material respects, the net assets available for benefits of Campbell Soup Company Savings Plus Plan for Hourly-Paid Employees (the “Plan”) at December 31, 2003 and 2002, 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. These financial statements are the responsibility of the Plan’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 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, 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.

Our audits were conducted 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 Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental schedule is the responsibility of the Plan’s management. The supplemental schedule has been subjected to the auditing procedures applied in the audits 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.

/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP Philadelphia, Pennsylvania June 23, 2004

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Campbell Soup Company Savings Plus Plan for Hourly-Paid Employees

Statements of Net Assets Available for Benefits December 31, 2003 and 2002 (in thousands)

	2003	2002
Interest in Master Trust, at fair value	$ 164,042	$ 135,237
Net Assets Available for Benefits	$ 164,042	$ 135,237

The accompanying notes are an integral part of these financial statements.

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Campbell Soup Company Savings Plus Plan for Hourly-Paid Employees

Statements of Changes in Net Assets Available for Benefits for the Years Ended December 31, 2003 and 2002 (in thousands)

	2003
Additions:
Additions in net assets attributed to:
Plan’s share of investment income/(losses) of Master
Trust	$ 26,022	$	(29,826	)
Contributions:
Employer	4,047		3,607
Participants	10,623		11,311
	14,670		14,918
Total additions	40,692		(14,908	)
Deductions:
Deductions for net assets attributed to:
Benefits paid to participants	(11,680	)	(12,522	)
Transfers out, administrative fees and other deductions	(207	)	(231	)
Total deductions	(11,887	)	(12,753	)
Net increase/(decrease)	28,805		(27,661	)
Net Assets Available for Benefits:
Beginning of year	135,237		162,898
End of year	$ 164,042	$	135,237

The accompanying notes are an integral part of these financial statements.

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Campbell Soup Company Savings Plus Plan for Hourly-Paid Employees

Notes to Financial Statements December 31, 2003 and 2002

| 1. |
| --- |
| The following description of the Savings Plus Plan for Hourly-Paid Employees
(“the Plan”) provides only general information. Participants should refer to
the Plan document for a more complete description of the Plan’s provisions. |
| General |
| The Plan is a defined contribution plan covering hourly employees at
substantially all domestic locations of Campbell Soup Company (“Company” or
“Campbell Soup”) and its subsidiaries and certain other former employees.
The Plan participates in the Campbell Soup Company Savings and 401(k)
Plans’
Master Trust (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 the other defined
contribution plan of the Company within the United States called the 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 (“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
participant’s earnings, as defined by the Internal Revenue Code
(“IRC”), with respect to a highly compensated
employee or 50% of a participant’s 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 participant’s earnings, as
defined by the IRC,
with respect to a highly compensated employee or 50% of a participant’s
earnings, as defined by the IRC, with respect to a non-highly compensated employee.
However, in accordance with the IRC, the amount of
a participant’s pre-tax contribution for calendar years 2003 and 2002 was
limited to $12,000 and $11,000, respectively. Participants may also rollover
distributions from other qualified defined benefit or contribution plans
into the Plan. |
| Employer Contributions |
| The Company makes matching contributions in the
amount of 50% of all participant contributions up to 5% of the participant’s
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 (“Campbell Stock Fund”). Prior to January 1, 2003, these
non-participant directed contributions to the Campbell Stock Fund and the
related investment earnings could not be transferred to any of the Plan’s
other investment funds until the participant’s attainment of age 55 and 10
years of service. Effective January 1, 2003, the Plan was amended to permit
participants to transfer all or any portion |

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Campbell Soup Company Savings Plus Plan for Hourly-Paid Employees Notes to Financial Statements December 31, 2003 and 2002

| of the Company contributions to the Campbell Stock Fund and related
investment earnings to any of the Plan’s other investment funds at any time. |
| --- |
| Also refer to Note 7 for additional information on employer contributions. |
| Participant Accounts |
| Each participant’s account is credited with the participant’s contributions,
the Company’s contributions and investment earnings. The benefit to which a
participant is entitled is the benefit that can be provided from the
participant’s vested account. |
| Participants can receive dividends paid on the Company’s stock held in the
Campbell Stock Fund as income (cash) or reinvest the dividends back into the
Campbell Stock Fund. In 2003 and 2002, dividends paid in cash were $204,734
and $312,643, respectively. These amounts are included in the line item
entitled “Plan’s share of investment income/(losses) of Master Trust” in the
Statements of Changes in Net Assets Available for Benefits. |
| Vesting |
| Participants are immediately vested in their contributions plus actual
earnings thereon. Vesting in the Company’s matching and discretionary contributions plus actual earnings thereon is based on
the following: |

Completed
Years of Service	Vesting
One year	20 %
Two years	40 %
Three years	60 %
Four years	80 %
Five years or more	100 %

| Investment Options |
| --- |
| Upon enrollment in the Plan, a participant may direct employee contributions
in 1% increments in any of the following eleven investment options: |
| Campbell Stock Fund . Funds are invested primarily in Campbell stock, with a
small portion invested in short-term money market instruments for liquidity. |
| Templeton Foreign Fund . Funds are invested in shares of a registered
investment company managed by Templeton Global Advisors Limited that invests
primarily in an internationally diversified portfolio of equity securities. |
| MSI Small Company Growth . Funds are managed by Morgan Stanley Investment
Management and are invested primarily in a portfolio of growth oriented
equity securities of small U.S. companies and, to a limited extent,
international markets. |

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Campbell Soup Company Savings Plus Plan for Hourly-Paid Employees Notes to Financial Statements December 31, 2003 and 2002

| Western Asset Core . Funds are managed by Western Asset Management Company
and are invested in a portfolio of fixed income securities of various
maturities. |
| --- |
| Managed Income Portfolio . Funds are invested in an open-end commingled pool
managed by Fidelity Investments (“Fidelity”) which invests in short and
long-term investment contracts issued by insurance companies. |
| Retirement Money Market Portfolio . Funds are invested in shares of a
registered investment company managed by Fidelity that invests in high
quality, U.S. dollar denominated money market instruments of domestic and
international issuers. |
| Equity Income Fund . Funds are invested in shares of a registered investment
company managed by Fidelity that invests primarily in dividend-paying
common and preferred stocks. |
| Spartan U.S. Equity Index Fund . Funds are invested in shares of a registered
investment company managed by Fidelity that invests in shares of the
Standard & Poor’s 500 stock index. |
| Magellan Fund . Funds are invested in shares of a registered investment
company managed by Fidelity that invests in common stocks of large
corporations as well as lesser known companies. |
| Growth Company Fund . Funds are invested in shares of a registered investment
company managed by Fidelity that invests in common stocks with emerging or
established growth potential. |
| Asset Manager Fund . Funds are invested in shares of a registered investment
company managed by Fidelity that invests in equities, bonds and money market
instruments in both the domestic and international markets. |
| In 2003 and 2002, current fund balances remained in the International Growth
and Income Fund, a registered investment company managed by Fidelity.
However, after January 1, 2002, no contributions were made to the fund. |
| 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 participant’s account and are charged interest expense
which 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. A $35 loan origination fee and a
$15 annual loan maintenance fee are charged to participants with loan
balances. Such fees are presented as deductions on the Statements of Changes
in Net Assets Available for Benefits. |

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Campbell Soup Company Savings Plus Plan for Hourly-Paid Employees Notes to Financial Statements December 31, 2003 and 2002

	Payment of Benefits
	A participant who has five continuous years of participation in the Plan may
withdraw, once in a calendar year, all or a portion of his or her account
balance. If a participant is under age 59 1/2, a withdrawal may be made
from the participant’s pre-tax account without penalty only if a financial
hardship is demonstrated. A six-month suspension is required for all
hardship transactions. A penalty of 10% will be assessed by the IRS for
premature withdrawals when the participant’s taxes are filed.
	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 retiree’s
lifetime. Terminated employees can only take a one-time lump sum payment
from their account.
	Forfeited Accounts
	At December 31, 2003 and 2002, forfeited nonvested accounts totaled $38,351
and $147,669, respectively. These accounts will be used to reduce future
Company contributions and to offset administrative fees. Also, in 2003 and
2002, forfeited nonvested accounts totaling $128,847 and $0, respectively,
were used to reduce the Company’s matching contributions.
2.	Significant Accounting Policies
	Basis of Accounting
	The financial statements have been prepared on the accrual basis of
accounting.
	Master Trust Participation
	The Plan participates in the Master Trust. The Master Trust combines, for
administrative purposes, the assets of the Plan and those of the other
defined contribution plan of the Company within the United States. Each plan
has a specific interest in all assets, liabilities, net investment gains and
losses, and administrative expenses of the Master Trust.
	Investment Valuation and Income Recognition
	The interest of the Plan in the Master Trust is stated at fair value. Shares
of registered investment companies are valued at quoted market prices which
represent the net asset value of shares held by the Master Trust at year
end. The commingled fund (Fidelity’s Managed Income Portfolio) is valued at its net unit value which 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.

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Campbell Soup Company Savings Plus Plan for Hourly-Paid Employees Notes to Financial Statements December 31, 2003 and 2002

	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. Actual results could differ
from those estimates.
	Reclassifications
	Certain prior year amounts have been reclassified to conform to current year
presentation.
3.	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 Plan’s
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.
4.	Related Party Transactions
	Certain Plan investments are shares of mutual funds and one
commingled
fund managed by Fidelity. Fidelity is the Trustee as defined by the Plan and
therefore, these transactions qualify as party-in-interest transactions
which are exempt from the prohibited transaction rules of ERISA. The Plan
also offers Campbell stock as an investment option.
	Certain administrative expenses are paid by the Company, as provided by the
Plan document. Administrative fees for services provided by Fidelity for the
Master Trust amounted to approximately $158,000 and $124,000 for the years
ended December 31, 2003 and 2002, respectively.
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 provisions of ERISA. In the event of Plan
termination, participants will become 100% vested in their accounts.

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Campbell Soup Company Savings Plus Plan for Hourly-Paid Employees Notes to Financial Statements December 31, 2003 and 2002

6.
The Net Assets Available for Benefits of the Master Trust at December 31,
2003 and 2002 were as follows (in thousands):

	2003	2002
Assets:
Investments, at fair value	$ 576,071	$ 471,672
Investments:
Campbell Stock Fund	220,333	191,254
Commingled fund	32,237	29,418
Registered investment companies	314,646	242,055
Loans to Participants	8,855	8,945
Net Assets Available for Benefits	576,071	471,672
Plan’s interest in Master Trust	$ 164,042	$ 135,237

| The Plan’s interest in the Net Assets Available for Benefits of the Master
Trust is determined based upon the specific allocation of the assets in the
Master Trust identified by each participating plan. |
| --- |
| At December 31, 2003 and 2002, the Plan’s interest in the Master Trust was
approximately 28% and 29%, respectively, of the fair value of the Master
Trust’s net assets. |

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Campbell Soup Company Savings Plus Plan for Hourly-Paid Employees Notes to Financial Statements December 31, 2003 and 2002

The following summarizes the changes in Net Assets Available for Benefits of the Master Trust for the years ended December 31, 2003 and 2002 (amounts in thousands):

	2003
Additions:
Investment income/(losses)	$ 98,225	$	(106,527	)
Contributions:
Employer	10,885		10,227
Participants	35,928		36,975
Transfers in and other additions	95		156
	46,908		47,358
Total additions	145,133		(59,169	)
Deductions:
Benefits paid to participants	(40,499	)	(44,722	)
Administrative fees and other deductions	(235	)	(265	)
Total deductions	(40,734	)	(44,987	)
Net increase/(decrease)	104,399		(104,156	)
Net Assets Available for Benefits:
Beginning of year	471,672		575,828
End of year	$ 576,071	$	471,672

The Master Trust’s investments (including investments bought and sold, as well as held during the year, appreciated/(depreciated) in value as follows (amounts in thousands):

	Years Ended
	December 31,
	2003	2002
Campbell Stock Fund	$ 27,136	$ (48,317	)
Commingled fund	—	—
Registered investment companies	60,551	(65,397	)
	$ 87,687	$ (113,714	)

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Campbell Soup Company Savings Plus Plan for Hourly-Paid Employees Notes to Financial Statements December 31, 2003 and 2002

The fair value of investments held which represent 5% or more of the Master Trust’s net assets are as follows (amounts in thousands):

	December 31, — 2003	2002
Campbell Stock Fund	$ 220,333	$ 191,254
Fidelity
Equity Income Fund	60,875	46,549
Spartan U.S. Equity Index Fund	30,872	22,119
Fidelity Magellan Fund	82,477	65,910
Fidelity Growth Company Fund	61,386	40,765
Fidelity Managed Income Portfolio	32,237	29,418

The Campbell Stock Fund includes non-participant directed investments of $0 and $10,251 at December 31, 2003 and 2002, respectively. Effective January 1, 2003, the Plan was amended to permit participants to transfer all or any portion of the Company contributions to the Campbell Stock Fund and related investment earnings to any of the Plan’s other investment funds at any time after the initial contribution is made.

| 7. |
| --- |
| Effective January 1, 2004, the Company increased the amount of matching
contributions from 50% to 60% of all participant contributions up to 5% of the
participant’s earnings, as defined by the IRC, beginning after one full year of service. |

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Campbell Soup Company Savings Plus Plan for Hourly-Paid Employees Form 5500, Schedule H, Part IV, Item 4i

Schedule of Assets (Held at End of Year) December 31, 2003 (in thousands)

Identity of Issue	Description of Investment
Interest in Campbell
Soup Company Savings
and 401(k) Plans’
Master Trust	$	158,730
* Participant Loans	Interest rates ranging from
	6.00% to 6.75%. The average
	maturity is 2.64 years.	5,312
	$	164,042

• Party-in-interest

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SIGNATURES

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.

CAMPBELL SOUP COMPANY SAVINGS PLUS
PLAN FOR HOURLY-PAID EMPLOYEES
By:	/s/ Robert A. Schiffner
	Robert A. Schiffner
	Member of the Administrative
Committee

Date: June 28, 2004

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INDEX OF EXHIBITS

Exhibit
I - Consent
of Independent Registered Public Accounting Firm	17

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