401(k) Retirement Plan

Transcription

1 Campbell understands the importance of planning for a secure financial future; that s why Campbell offers the Campbell Soup Company 401(k) Retirement Plan (the Plan). Here are some highlights of the Plan: You can elect to have a percentage of your pay deducted from your paycheck on a before-tax or after-tax basis. When you first become eligible for the Plan, you will automatically be enrolled at a rate of 4% of pay. You can change this rate at any time. The Company will match $1.00 for each $1.00 you contribute up to 4% of pay (for a maximum matching contribution of 4% of pay). You are eligible for an additional Company-paid Retirement Contribution equal to 3% of pay, even if you do not contribute to the Plan if you: Are a Salaried or Non-union Hourly employee hired or rehired on or after January 1, 2011; Are an eligible employee of StockPot, Inc. regardless of your date of hire; Are a Paris employee covered by a collective bargaining agreement who attained seniority or was rehired after December 31, 2011; or Are a Napoleon employee covered by a collective bargaining agreement who attained seniority or was rehired after October 22, You decide how to invest your contributions among a wide range of investment funds. You can change your investment election and transfer your money between the available investment funds at any time. Investment earnings accumulate tax free until paid from the Plan. You are always 100% vested in the value of your Plan account. When you leave the Company, you can leave your balance in the Plan or take a distribution, which, can be paid in a full or partial lump sum or, in some circumstances, installments. Whatever financial goal you are working toward, the Plan can help you get that much closer to reaching it. This Summary Plan Description will provide you with a better understanding of how the Plan works, including how and when benefits are paid. Right to Amend Campbell reserves the right to amend, modify (including cost of coverage), reduce or curtail benefits under, or terminate this plan at any time for any reason. In addition, the plan does not represent a vested benefit. Campbell also reserves the right to amend any of the plans and policies, to change the method of providing benefits, to curtail or reduce future benefits, or to terminate at any time for any reason, any or all of the plans and policies described in this Guide. Neither this Guide nor the benefits described in this Guide create a contract of employment or a guarantee of employment between Campbell and any employee. Salaried and Hourly Employees (excluding Napoleon and Paris Hourly) 305

2 In This Section See Page Prospectus About This Prospectus Participating in the Plan Who Is Eligible When Participation Begins Automatic Enrollment Contributions to Your Account Your Contributions Catch-Up Contributions Company Matching Contributions Retirement Contributions Rollover Contributions Limits on Pay and Contributions Making Changes to Your Contributions When Contributions End or Change Due to Your Employment Status When Contributions Are Vested Vesting Schedule About Military Service Vesting Make-Up Contributions Loans Withdrawals Investing Your Contributions Investing Future Contributions Rebalancing and Transfers of Your Existing Account Balance Your Investment Funds Fund Overviews Investment Fund Performance Investment Management Fees, Recordkeeping and Other Plan Expenses Campbell Soup Company Stock Fund How Dividends Are Paid Voting of Campbell Soup Company Stock Fund Selling Your Campbell Stock Fund Borrowing or Withdrawing from Your Account Loans Withdrawals While Employed Payment Options How Your Plan Account Is Paid Mandatory Distributions Payments to a Beneficiary Payment Information Direct Rollovers Traditional (Non-Direct) Rollover Salaried and Hourly Employees (excluding Napoleon and Paris Hourly)

3 Tax Consequences Tax Considerations of Contributions Made to the Plan Tax Consequences of a Distribution Made Payable to You Tax Consequences of a Rollover Distribution Made Payable to Another Institution Early Withdrawal Tax Penalty Other Plan Information Your Rights Under ERISA Receive Information About Your Plan and Benefits Prudent Actions by Plan Fiduciaries Enforce Your Rights Assistance with Your Questions Claims Review and Appeals Procedures Non-Assignment of Benefits Correcting Mistakes in Payments Missing Persons and Uncashed Checks Limitations on Fiduciary Liability Change or Termination of the Plan Fiduciary Responsibilities If You Become Divorced or Legally Separated Top Heavy Rules PBGC Insurance Not Applicable Schedule A - Participating Employers Salaried and Hourly Employees (excluding Napoleon and Paris Hourly) 307

4 Prospectus This document constitutes part of a prospectus ( Prospectus ) covering securities that have been registered under the Securities Act of 1933, as amended (the Securities Act ). It is intended to furnish eligible employees of the Company with information regarding the 401(k) Plan and may be supplemented or amended from time to time. This document should be retained for future reference. Dated: January 1, 2014 Campbell Soup Company 401(k) Retirement Plan About This Prospectus 10,649,275 shares of common stock of Campbell Soup Company (Campbell) have been registered under the Securities Act of 1933, as amended, for purchase under Campbell Soup Company 401(k) Retirement Plan ( Plan or 401(k) Plan ). In addition, an indeterminate amount of participation interests in the Plan have been registered under the Securities Act to be offered or sold pursuant to the Plan. Individuals who are eligible and elect to participate in the Plan are referred to in this prospectus as participants. This document constitutes a prospectus covering securities that have been registered under the Securities Act. The prospectus is intended to furnish eligible employees of the Company with information regarding the Plan and may be supplemented from time to time. The prospectus supersedes any previous Plan prospectus delivered to you. You should keep the prospectus for future reference. The Plan is qualified under Section 401(a), 409 and 4975(e) (7) of the Internal Revenue Code, as amended. The cash or deferred arrangement forming part of the Plan is intended to qualify under Section 401(k) of the Internal Revenue Code, as amended. No person has been authorized to give any information or to make any representation not contained in the prospectus. If given or made, such information or representation must not be relied on as having the authorization of the Company. The delivery of the prospectus at any time does not imply that information in it is correct as of any time after the date on the prospectus. The prospectus does not constitute an offer to sell or a solicitation of any offer to buy any securities offered hereby in any state to any person to whom it is unlawful to make such an offer or solicitation in such state. These securities have not been approved or disapproved by the Securities and Exchange Commission or any state securities commission, nor has the Securities and Exchange Commission or any state securities commission passed upon the accuracy or adequacy of the prospectus. Any representation to the contrary is a criminal offense. If you have any questions about the Plan after reading this material, please contact the Campbell Benefits Center at Representatives are available Monday through Friday 9:00 a.m. to 6:00 p.m. Eastern Time Participating in the Plan The Plan is a defined contribution 401(k) plan. The value of your account depends on the contributions that are made, the gains and losses based on your investment choices, and administrative expenses charged against your Plan account. The general guidelines for participating in the Plan are described in this section. 308 Salaried and Hourly Employees (excluding Napoleon and Paris Hourly)

5 Who Is Eligible You are eligible to participate in the Plan if you are: A regular full-time or part-time employee of the Company or of any of the participating employers listed on Schedule A to this summary; and Not regular full-time or part-time employee, but scheduled to or actually have worked at least 1,000 hours in a 12 consecutive month period beginning on your hire date or an anniversary of your hire date. You are not eligible to participate in the Plan if you are: Not an employee on the employment and payroll records of Campbell, or one of the participating employers listed on Schedule A - Participating Employers on page 359, An independent contractor, A person who is paid only through a retainer or a consulting fee, A leased employee, Covered by a collective bargaining agreement that does not specifically provide for coverage, A resident of Puerto Rico, or A non-resident alien with no U.S. source income. Note: As used throughout this summary, the term Company refers to Campbell Soup Company and any of the other participating employers listed on Schedule A to this summary. When Participation Begins Employees who meet the eligibility requirements generally can enroll in the Plan on the first day of employment; there is no waiting period. However, if you are not a regular full-time or regular part-time employee, but scheduled to work fewer than 1,000 hours per year, you cannot enroll unless and until you complete 1,000 hours of service in the 12 consecutive month period beginning on your hire date or an anniversary of your hire date. Automatic Enrollment You will receive an automatic enrollment notice shortly after you become eligible. If you do not enroll within 45 days of becoming eligible, you will automatically be enrolled in the Plan. You will begin to have 4% of your pay withheld and contributed to your account in the Plan. Your contributions will be made on a before-tax basis and will be invested in the Vanguard Target Retirement Fund applicable to the year in which you will reach age 65. If you want your contributions to be invested in a different fund(s), you must contact the Campbell Benefits Center at or to change your investment election for future contributions. If you don t wish to participate in the Plan, or you want to contribute at a different rate or on an after-tax basis, you must contact the Campbell Benefits Center at or Salaried and Hourly Employees (excluding Napoleon and Paris Hourly) 309

6 Contributions to Your Account This section provides important details about the types of contributions you can make to the Plan and the matching contributions and other contributions that the Company may make to your account. Your Contributions You can contribute up to 50% of your pay in 1% increments each pay period in before-tax or after-tax contributions (or in a combination thereof), up to certain limits established under the Internal Revenue Code. Here are the differences between before-tax and after-tax contributions: Before-tax contributions are made before federal income taxes, and in most cases, state and local income taxes are withheld. With before-tax contributions, you lower your taxable income during the year the contributions are made, and your take-home pay, in most cases, is higher than it would be if you contributed the same amount as after-tax contributions. The annual limit for before-tax contributions in 2014 is $17,500. Your before-tax contributions will automatically become after-tax contributions once they reach the annual limit. If this happens, your before-tax contributions will automatically resume at the beginning of the following calendar year at your last elected rate. When you take a distribution from this account in the future, your before-tax contributions plus investment earnings will be subject to taxes. Please refer to Tax Consequences on page 351. After-tax contributions are made on an after-tax basis, which means that federal, state and local income taxes have already been withheld. With after-tax contributions, you do not lower your current taxable income during the year the contributions are made, and your take-home pay, in most cases, is lower than it would be if you contributed the same amount on a before-tax basis. When you take a distribution from this account in the future, your after-tax contributions will not be subject to taxes, although the investment earnings on these contributions will be taxable. Please refer to Tax Consequences on page 351. If you are a highly compensated employee (as defined in the Internal Revenue Code), your after-tax contributions may be automatically reduced to comply with limits and the nondiscrimination rules in the Internal Revenue Code. In addition, the Plan may have to return to you some of your before-tax and/or after-tax contributions to ensure that the Plan meets the non-discrimination rules. Catch-Up Contributions If you contribute the maximum amount on a before-tax basis ($17,500 for 2014) and will be at least age 50 by the end of the calendar year, you may make additional contributions on a before-tax basis, called catch-up contributions. For 2014, the limit for catch-up contributions is $5,500. This is in addition to the regular $17,500 limit on before-tax contributions. Keep in mind that you may only make catch-up contributions during the year if you have reached the regular before-tax contribution limit for that year. If you elect to make catch-up contributions before reaching that limit, those contributions will be treated as before-tax contributions instead of catch-up contributions. If you want to elect to make catch-up contributions, please contact the Campbell Benefits Center at or Salaried and Hourly Employees (excluding Napoleon and Paris Hourly)

7 Company Matching Contributions To help you build savings, the Company will make a matching contribution on the first dollar you contribute up to the first 4% of pay you save through the Plan. The Company will match both before-tax and after-tax contributions. If you contribute more than 4%, those contributions will not be matched by the Company. Company matching contributions are made for each payroll period in which you save through the Plan. Retirement Contributions You are eligible for an additional Company-paid Retirement Contribution equal to 3% of pay, even if you do not contribute to the Plan if you: Are a Salaried or Non-union Hourly employee hired or rehired on or after January 1, 2011; Are an eligible employee of StockPot, Inc. regardless of your date of hire; Are a Paris employee covered by a collective bargaining agreement who attained seniority or was rehired after December 31, 2011; or Are a Napoleon employee covered by a collective bargaining agreement who attained seniority or was rehired after October 22, Rollover Contributions You are eligible to make a rollover contribution to the Plan at any time after your employment begins. Your rollover contribution can be made from: Your previous employer s qualified defined contribution (such as a 401(k)) or defined benefit plan; A conduit or contributory Individual Retirement Account (IRA); A Simplified Employee Pension Plan (SEP) or SIMPLE IRA (after participating in the SIMPLE IRA for two years) on a before-tax basis; A governmental 457 plan; or A 403(b) annuity plan. When you roll over your distribution to the Plan, you continue to defer taxes on it. You also avoid a potential 10% penalty tax. Any approved transfer will be considered a rollover contribution and will be maintained in an individual account. You are always fully vested in your rollover contributions. If you want to arrange a rollover contribution, please contact the Campbell Benefits Center at or Limits on Pay and Contributions The Internal Revenue Code limits the amount of pay that can be considered for purposes of making employee contributions to a qualified 401(k) plan. For the Plan Year that began January 1, 2014, this amount is $260,000. In addition, the Internal Revenue Code limits the amount you may contribute annually to a qualified plan on a regular before-tax basis, as well as on a combined catch-up basis. The combined annual limit on these contributions in calendar year 2014 is $17,500, or $23,000 if Salaried and Hourly Employees (excluding Napoleon and Paris Hourly) 311

8 you are age 50 or over in 2014 and eligible to make catch-up contributions. The contributions apply across all 401(k) plans in which you participate during a calendar year. The Internal Revenue Code also limits the total amount of all contributions that can be made to your Plan account in any calendar year (including your before-tax, after-tax, Company matching contributions and Retirement Contributions, but not your catch-up contributions). The limit for the Plan Year that began January 1, 2014, is the lesser of 100% of your pay or $52,000. Each of the above limits is subject to change in future years. The Company will monitor your pay and before-tax, after-tax, and catch-up contributions to the Plan to ensure that you don t exceed the limits. However, if you contributed to another employer s plan during the year, it is your responsibility to monitor compliance with limits on contributions. If you elect a contribution percentage that results in your total before-tax and after-tax contributions exceeding the limit for the year, you may be required to receive a refund of the excess amount. Making Changes to Your Contributions You can change the amount of your Plan contributions at any time. You also may suspend your contributions to the Plan and resume those contributions at any time. Please contact the Campbell Benefits Center at or When Contributions End or Change Due to Your Employment Status Your contributions to the Plan, any associated Company matching contributions and/or Retirement Contributions, if any, will end or change when: You stop contributing to the Plan or your contributions are suspended as a result of taking a hardship withdrawal (except that any Retirement Contributions that the Company may make on your behalf are not dependent on you making your own contributions); Your employment with the Company is changed to a location or affiliate that does not participate in the Plan; Your employment with the Company becomes covered by a collective bargaining agreement; You reach any Plan or regulatory limits; Your employment with the Company ends for any reason; or You die. As long as you have an account balance in the Plan, you may continue to access your account information and make transactions, subject to Plan provisions. Also, your account balance will continue to reflect the investment experience of the fund(s) in which you choose to invest. When Contributions Are Vested This section provides important information about when you earn a non-forfeitable right to your Plan account, and circumstances in which you could lose a portion of your account before you have earned such a right. 312 Salaried and Hourly Employees (excluding Napoleon and Paris Hourly)

9 Vesting Schedule You are always 100% vested in (meaning you have a non-forfeitable right to) the value of your before-tax, after-tax, and catch-up contributions, as well as any rollover contributions, you make to the Plan. You are also always 100% vested in any Company Matching Contributions and Retirement Contributions that the Company makes on your behalf on or after January 1, If the Company made matching contributions on your behalf before (known as Grandfathered Matching Contributions ), you became vested in those contributions at the rate of 20% per year, so that you were 100% vested after completing five years of service. However, if you were employed by that Company or an affiliate as of January 1, , you automatically became 100% vested in those Grandfathered Matching Contributions, regardless of your length of service If you terminated your employment with the Company and all affiliates before , and were rehired after January 1, , special rules apply if you were less than 100% vested in your Grandfathered Matching Contributions Account when you terminated your employment: If you had not received a distribution of the vested portion of your account, then the nonvested portion of your Grandfathered Matching Contributions Account is forfeited if you are not rehired before having five one-year breaks in service. If you received a distribution of the vested portion of your account and if you are rehired before you have five one-year breaks in service, then the amount that you forfeited will be restored to your account, provided that you make a repayment to the Plan within five years of your date of rehire. You will have a break in service in any 12 consecutive month period (beginning on your hire date or any anniversary of that date) in which you complete fewer than 501 hours of service. If you are absent from work due to a parental leave (relating to pregnancy, the birth or adoption of your child, or your caring for your child immediately following birth or adoption), you will be credited with up to 501 hours of service in order to prevent a break in service from occurring. If you are not entitled to a previously nonvested amount under either of the above rules, the forfeiture of such amount will be permanent. About Military Service If you are an eligible employee who leaves the Company to perform qualifying military service in the United States Armed Forces (including the Army and Air National Guard when engaged in active duty for training, inactive duty training, or full time National Guard duty), you have certain rights under the Plan if you return to the Company within the period of time during which your re-employment rights are protected by law (a returning veteran). Vesting As a returning veteran, you will be deemed to be an eligible employee during your period of military service for purposes of vesting. No break in service will occur and you will earn years of service toward vesting at the same rate at which you would have earned such service had you remained an active employee. 1 January 1, 2012 for Paris, TX union employees, July 1, 2012 for Sacramento, Stockton, and Dixon, CA union employees, and January 1, 2014 for Napoleon, OH union employees. Salaried and Hourly Employees (excluding Napoleon and Paris Hourly) 313

10 Make-Up Contributions Although no contributions will be made to the Plan during your period of absence while in military service, after you return to employment you will be able to make-up the before-tax, after-tax, and catch-up contributions you could have made during your absence from employment. You may contribute your make-up contributions at any time within five years following your return to employment (or, if shorter, within a period equal to three times the length of your qualifying military service). If you contribute make-up contributions, the Company will match these contributions on the same basis that these contributions would have been matched had they been contributed in the year to which they relate. The matching contributions will not, however, include the earnings that would have accrued on such amounts during your period of qualifying military service. In addition, regardless of whether you contribute any make-up contributions, the Company will contribute to your account the Retirement Contributions that it would have made on your behalf if you had been an active employee during your period of qualifying military service. Loans If you had received a loan from the Plan prior to entering qualifying military service, you will not be required to repay the loan during your absence and such failure to repay will not be considered a default. Your loan repayment obligation will resume upon your reemployment, or if your qualifying military service ends but you don t return to work for the Company. The foregoing is a general summary of the rules pertaining to returning veterans. For more information, please contact the Plan Administrator. Withdrawals If you leave the Company to perform military service for a period of at least 30 days, you may elect to withdraw your before-tax and catch-up contributions. If you make such a withdrawal, your contributions (other than Retirement Contributions) will be suspended for 6 months. To request a withdrawal, contact the Campbell Benefits Center at or Your request will generally be processed on the same business day if you make the request prior to 4 p.m. Eastern Time or the close of the New York Stock Exchange, whichever is earlier. Your withdrawal check will be mailed directly to your home address on file. Investing Your Contributions You can choose from a wide range of funds for investing your Plan account. As a Plan participant, there are generally three instances when you may be making investment decisions for this money. These include: Investing future contributions; Rebalancing your existing account balance; and Transferring your existing account balance between investment funds. 314 Salaried and Hourly Employees (excluding Napoleon and Paris Hourly)

11 Investing Future Contributions You decide how your future before-tax, after-tax, catch-up contributions, Company Matching Contributions, and Retirement Contributions are invested among the Plan s investment funds. In general, contributions purchase units in the investment funds available under the Plan at their net asset value (NAV) per unit. This investment normally occurs using the NAV for each investment fund determined as of 4:00 p.m. Eastern Time or the close of the New York Stock Exchange, whichever is earlier. No transactions are processed if the New York Stock Exchange is closed. If you do not select the investment of your future contributions, your contributions will automatically be invested in the Vanguard Target Retirement Fund that most closely aligns with your 65 th birthday unless you direct otherwise. To change the way your future contributions, are invested, you can contact the Campbell Benefits Center at or Rebalancing and Transfers of Your Existing Account Balance Rebalancing Your Existing Account Balance An investment fund rebalance allows you to direct how you would like your entire account balance to be invested among the Plan s investment funds in whole percentages that equal 100%. You can request a rebalance by contacting the Campbell Benefits Center at or Transferring Your Existing Account Balance With an investment fund transfer, you move all or part of your account balance from one investment fund to another investment fund or funds in either whole percentages or whole dollar amounts. You can request an investment fund transfer by contacting the Campbell Benefits Center at or When Rebalances/Transfers Take Effect Generally, investment changes associated with rebalancing and/or transferring money from your existing account balance are processed the same business day that the New York Stock Exchange is open, as long as your change is made before 4:00 p.m. Eastern Time or by the close of the New York Stock Exchange, whichever is earlier. Limits on Rebalances/Transfers If you are an executive officer subject to the reporting requirements of Section 16(a) of the Securities Exchange Act of 1934, your ability to make investment changes and elections involving the Campbell Soup Company Stock Fund may be limited at the direction of the General Counsel of Campbell Soup Company to ensure compliance with the federal securities laws. Salaried and Hourly Employees (excluding Napoleon and Paris Hourly) 315

12 Your Investment Funds To help you create an investment strategy that s right for your financial objectives, the Plan lets you invest your savings among a number of investment funds with different risk and return characteristics. Your contributions are automatically invested in the Vanguard Target Retirement Fund that most closely aligns with your 65 th birthday unless you direct otherwise. You may transfer the contributions to another fund at any time. As a participant in the Plan, it is your responsibility to determine which investment choices and what balance of risk are right for you. By diversifying your investments spreading them out among several funds you may be able to better manage your investment risk and have a greater probability of meeting your long-term financial goals. The fiduciaries of the Plan (that is, the Plan Administrator and the Trustee) are not liable for any investment losses in your Plan account that are the direct and necessary result of your exercise of control over how your account is invested. See Fiduciary Responsibilities on page 358 for more information. Know the Facts About Your Investment Funds Although some information about the Plan s investment funds has been summarized in this section, it is important that you fully understand all the facts about the investment funds (including objectives, historical performance, risk, and expenses) before investing. You should read Your Guide to the Campbell Soup Company 401(k) Retirement Plan, the Annual Expense and Investment Notice, and applicable mutual fund prospectuses and investment information, including the risks associated with each fund, before making any investment fund elections. If you need a copy of these materials, please contact the Campbell Benefits Center at or Please Note: The Company may change or eliminate any investment fund under the Plan at any time. Invest Carefully The investment funds are not deposits or obligations of nor guaranteed by Campbell Soup Company. Nor are they insured by the Federal Deposit Insurance Company (FDIC) or any other governmental agency. Investment in these funds involves risks, including the possible loss of principal. Therefore, it is important that you make informed investment decisions only after carefully reading all the Plan information (including the mutual fund prospectuses and Your Guide to the Campbell Soup Company 401(k) Retirement Plan ) available through the Campbell Benefits Center by calling or by visiting It is also important to review your investment portfolio periodically, your investment objectives, and the investment options under the Plan to help ensure that your retirement savings will meet your retirement goals. The Department of Labor s website has more information about individual investing and diversification. Please go to for more information. 316 Salaried and Hourly Employees (excluding Napoleon and Paris Hourly)

13 Fund Overviews Most of the investment funds generally can be categorized as either a fixed income or an equity investment. The following are brief descriptions of each investment option. They are not intended to provide you with a complete overview of each fund. Please refer to Your Guide to the Campbell Soup Company 401(k) Retirement Plan, the applicable mutual fund prospectuses and other investment information available by contacting the Campbell Benefits Center at or Vanguard Target Retirement Income Fund Fund Ticker Vanguard Target Retirement Income Fund Symbol VTINX Size Geography Domestic Annual Return % Annual Gross Expense Ratio 0.16 Effective Date of Expense Ratio* 3/31/13 * From most recent fund prospectus available as of March 31, Goal: Seeks to provide current income and some capital appreciation. Investment Approach: 39.2 in Vanguard Total Bond Market II Index Fund Investor Shares 21% in Vanguard Total Stock Market Index Fund Investor Shares 16.8% in Vanguard Short-Term Inflation-Protected Securities Fund Investor Shares 14% in Vanguard Total International Bond Index Fund 9.0% in Vanguard Total International Stock Index Fund Investor Shares Important Considerations: Designed for investors already in retirement. Easy-to-use, fund of funds structure that holds a diverse portfolio of stock, bond, inflation-protected securities, and money market funds. Handles investment selection, asset allocation, and rebalancing to maintain a relatively stable allocation during retirement. The percentages shown under Investment Approach for the Vanguard Target Retirement Funds represent target asset allocations as of May 31, This allocation will change on a regular basis, and your exposure to risk generally will be reduced as you get closer to retirement. Salaried and Hourly Employees (excluding Napoleon and Paris Hourly) 317

14 Vanguard Target Retirement 2010 Fund Fund Ticker Symbol Size Geography Vanguard Target Retirement 2010 Fund VTENX Domestic Annual Return % Annual Gross Expense Ratio 0.16 Effective Date of Expense Ratio* 3/31/13 * From most recent fund prospectus available as of March 31, Goal: Seeks to provide capital appreciation and current income consistent with its current asset allocation. Investment Approach: 34.8% in Vanguard Total Bond Market II Index Fund Investor Shares 29.5% in Vanguard Total Stock Market Index Fund Investor Shares 12.6% in Vanguard Total International Bond Index Fund Investor Shares 11.6% in Vanguard Total International Bond Index Fund 11.5% in Vanguard Short-Term Inflation-Protected Securities Fund Investor Shares Important Considerations: Fund of funds that can be appropriate if you re planning to retire soon. Includes global stocks, U.S. Treasury and high-quality corporate bonds, even inflationprotected securities. Places greater emphasis on bonds to help maintain stability. Gradually increases allocation to bonds and short-term cash securities each year for income and stability. The percentages shown under Investment Approach for the Vanguard Target Retirement Funds represent target asset allocations as of May 31, This allocation will change on a regular basis, and your exposure to risk generally will be reduced as you get closer to retirement. 318 Salaried and Hourly Employees (excluding Napoleon and Paris Hourly)

15 Vanguard Target Retirement 2015 Fund Fund Ticker Symbol Size Geography Vanguard Target Retirement 2015 Fund VTXVX Domestic Annual Return % Annual Gross Expense Ratio 0.16 Effective Date of Expense Ratio* 3/31/13 * From most recent fund prospectus available as of March 31, Goal: Seeks to provide capital appreciation and current income consistent with its current asset allocation. Investment Approach: 38.1% in Vanguard Total Stock Market Index Fund Investor Shares 32% in Vanguard Total Bond Market II Index Fund Investor Shares 16.3% in Vanguard Total International Stock Index Fund Investor Shares 9.1% in Vanguard Total International Bond Index Fund 4.4% in Vanguard Short-Term Inflation-Protected Securities Fund Investor Shares Important Considerations: Fund of funds that can be appropriate if you re planning to retire between 2013 and Includes global stocks, plus U.S. Treasury and high-quality corporate bonds. Currently holds a moderate stock/bond mix, offering potential growth with some stability. Gradually increases allocation to bonds each year, providing more stability over time. The percentages shown under Investment Approach for the Vanguard Target Retirement Funds represent target asset allocations as of May 31, This allocation will change on a regular basis, and your exposure to risk generally will be reduced as you get closer to retirement. Salaried and Hourly Employees (excluding Napoleon and Paris Hourly) 319

16 Vanguard Target Retirement 2020 Fund Fund Ticker Symbol Size Geography Vanguard Target Retirement 2020 Fund VTWNX Domestic Annual Return % Annual Gross Expense Ratio 0.16 Effective Date of Expense Ratio* 3/31/13 * From most recent fund prospectus available as of March 31, Goal: Seeks to provide capital appreciation and current income consistent with its current asset allocation. Investment Approach: 44.4% in Vanguard Total Stock Market Index Fund Investor Shares 29.3% in Vanguard Total Bond Market II Index Fund Investor Shares 19% in Vanguard Total International Stock Index Fund Investor Shares 7.3% in Vanguard Total International Bond Index Fund Important Considerations: Fund of funds that can be appropriate if you re planning to retire between 2018 and Includes global stocks, plus U.S. Treasury and high-quality corporate bonds. Currently invests primarily in stocks, giving your savings a high potential for growth. Gradually reduces allocation to stocks each year, providing more stability over time. The percentages shown under Investment Approach for the Vanguard Target Retirement Funds represent target asset allocations as of May 31, This allocation will change on a regular basis, and your exposure to risk generally will be reduced as you get closer to retirement. 320 Salaried and Hourly Employees (excluding Napoleon and Paris Hourly)

17 Vanguard Target Retirement 2025 Fund Fund Ticker Symbol Size Geography Vanguard Target Retirement 2025 Fund VTTVX Domestic Annual Return % Annual Gross Expense Ratio 0.17 Effective Date of Expense Ratio* 3/31/13 * From most recent fund prospectus available as of March 31, Goal: Seeks to provide capital appreciation and current income consistent with its current asset allocation. Investment Approach: 49.6% in Vanguard Total Stock Market Index Fund Investor Shares 23.3% in Vanguard Total Bond Market II Index Fund Investor Shares 21.3% in Vanguard Total International Stock Index Fund Investor Shares 5.8% in Vanguard Total International Bond Index Fund Important Considerations: Fund of funds that can be appropriate if you re planning to retire between 2023 and Includes global stocks, plus U.S. Treasury and high-quality corporate bonds. Currently invests primarily in stocks, giving your savings a high potential for growth. Gradually reduces allocation to stocks each year, providing more stability over time. The percentages shown under Investment Approach for the Vanguard Target Retirement Funds represent target asset allocations as of May 31, This allocation will change on a regular basis, and your exposure to risk generally will be reduced as you get closer to retirement. Salaried and Hourly Employees (excluding Napoleon and Paris Hourly) 321

18 Vanguard Target Retirement 2030 Fund Fund Ticker Symbol Size Geography Vanguard Target Retirement 2030 Fund VTHRX Domestic Annual Return % Annual Gross Expense Ratio 0.17 Effective Date of Expense Ratio* 3/31/13 * From most recent fund prospectus available as of March 31, Goal: Seeks to provide capital appreciation and current income consistent with its current asset allocation. Investment Approach: 54.9% in Vanguard Total Stock Market Index Fund Investor Shares 23.5% in Vanguard Total International Stock Index Fund Investor Shares 17.3% in Vanguard Total Bond Market II Index Fund Investor Shares 4.3% in Vanguard Total International Bond Index Fund Important Considerations: Fund of funds that can be appropriate if you re planning to retire between 2028 and Includes global stocks, plus U.S. Treasury and high-quality corporate bonds. Currently invests primarily in stocks, giving your savings a high potential for growth Gradually reduces allocation to stocks each year, providing more stability over time. The percentages shown under Investment Approach for the Vanguard Target Retirement Funds represent target asset allocations as of May 31, This allocation will change on a regular basis, and your exposure to risk generally will be reduced as you get closer to retirement. 322 Salaried and Hourly Employees (excluding Napoleon and Paris Hourly)

19 Vanguard Target Retirement 2035 Fund Fund Ticker Symbol Size Geography Vanguard Target Retirement 2035 Fund VTTHX Domestic Annual Return % Annual Gross Expense Ratio 0.18 Effective Date of Expense Ratio* 3/31/13 * From most recent fund prospectus available as of March 31, Goal: Seeks to provide capital appreciation and current income consistent with its current asset allocation. Investment Approach: 60.1% in Vanguard Total Stock Market Index Fund Investor Shares 25.8% in Vanguard Total International Stock Index Fund Investor Shares 11.3% in Vanguard Total Bond Market II Index Fund Investor Shares 2.8% in Vanguard Total International Bond Index Fund Important Considerations: Fund of funds that can be appropriate if you re planning to retire between 2033 and Includes global stocks, plus U.S. Treasury and high-quality corporate bonds. Currently invests almost entirely in stocks, giving your savings a high potential for growth. Gradually reduces allocation to stocks each year, providing more stability over time. The percentages shown under Investment Approach for the Vanguard Target Retirement Funds represent target asset allocations as of May 31, This allocation will change on a regular basis, and your exposure to risk generally will be reduced as you get closer to retirement. Salaried and Hourly Employees (excluding Napoleon and Paris Hourly) 323

20 Vanguard Target Retirement 2040 Fund Fund Ticker Symbol Size Geography Vanguard Target Retirement 2040 Fund VFORX Domestic Annual Return % Annual Gross Expense Ratio 0.18 Effective Date of Expense Ratio* 3/31/13 * From most recent fund prospectus available as of March 31, Goal: Seeks to provide capital appreciation and current income consistent with its current asset allocation. Investment Approach: 63% in Vanguard Total Stock Market Index Fund Investor Shares 27% in Vanguard Total International Stock Index Fund Investor Shares 8% in Vanguard Total Bond Market II Index Fund Investor Shares 2% in Vanguard Total International Bond Index Fund Important Considerations: Fund of funds that can be appropriate if you re planning to retire between 2038 and Includes global stocks, plus U.S. Treasury and high-quality corporate bonds. Currently invests almost entirely in stocks, giving your savings a high potential for growth. Begins annually reducing stocks and increasing bonds around The percentages shown under Investment Approach for the Vanguard Target Retirement Funds represent target asset allocations as of May 31, This allocation will change on a regular basis, and your exposure to risk generally will be reduced as you get closer to retirement. 324 Salaried and Hourly Employees (excluding Napoleon and Paris Hourly)

21 Vanguard Target Retirement 2045 Fund Fund Ticker Symbol Size Geography Vanguard Target Retirement 2045 Fund VTIVX Domestic Annual Return % Annual Gross Expense Ratio 0.18 Effective Date of Expense Ratio* 3/31/13 * From most recent fund prospectus available as of March 31, Goal: Seeks to growth of capital appreciation and current income consistent with its current asset allocation. Investment Approach: 63% in Vanguard Total Stock Market Index Fund Investor Shares 27% in Vanguard Total International Stock Index Fund Investor Shares 8% in Vanguard Total Bond Market II Index Fund Investor Shares 2% in Vanguard Total International Bond Index Fund Important Considerations: Fund of funds that can be appropriate if you re planning to retire between 2043 and Includes global stocks, plus U.S. Treasury and high-quality corporate bonds. Currently invests almost entirely in stocks, giving your savings a high potential for growth. Begins annually reducing stocks and increasing bonds around The percentages shown under Investment Approach for the Vanguard Target Retirement Funds represent target asset allocations as of May 31, This allocation will change on a regular basis, and your exposure to risk generally will be reduced as you get closer to retirement. Salaried and Hourly Employees (excluding Napoleon and Paris Hourly) 325

22 Vanguard Target Retirement 2050 Fund Fund Ticker Symbol Size Geography Vanguard Target Retirement 2050 Fund VFIFX Domestic Annual Return % Annual Gross Expense Ratio 0.18 Effective Date of Expense Ratio* 3/31/13 * From most recent fund prospectus available as of March 31, Goal: Seeks to provide capital appreciation and current income consistent with its current asset allocation. Investment Approach: 63% in Vanguard Total Stock Market Index Fund Investor Shares 27% in Vanguard Total International Stock Index Fund Investor Shares 8% in Vanguard Total Bond Market II Index Fund Investor Shares 2% in Vanguard Total International Bond Index Fund Important Considerations: Fund of funds that can be appropriate if you re planning to retire between 2048 and Includes global stocks, plus U.S. Treasury and high-quality corporate bonds. Currently invests almost entirely in stocks, giving your savings a high potential for growth. Begins annually reducing stocks and increasing bonds around The percentages shown under Investment Approach for the Vanguard Target Retirement Funds represent target asset allocations as of May 31, This allocation will change on a regular basis, and your exposure to risk generally will be reduced as you get closer to retirement. 326 Salaried and Hourly Employees (excluding Napoleon and Paris Hourly)

23 Vanguard Target Retirement 2055 Fund Fund Ticker Symbol Size Geography Vanguard Target Retirement 2055 Fund VFFVX Domestic Annual Return % Annual Gross Expense Ratio 0.18 Effective Date of Expense Ratio* 3/31/13 * From most recent fund prospectus available as of March 31, Goal: Seeks to provide capital appreciation and current income consistent with its current asset allocation. Investment Approach: 63% in Vanguard Total Stock Market Index Fund Investor Shares 27% in Vanguard Total International Stock Index Fund Investor Shares 8% in Vanguard Total Bond Market II Index Fund Investor Shares 2% in Vanguard Total International Bond Index Fund Important Considerations: Fund of funds that can be appropriate if you re planning to retire between 2053 and Includes global stocks, plus U.S. Treasury and high-quality corporate bonds. Currently invests almost entirely in stocks, giving your savings a high potential for growth. Begins annually reducing stocks and increasing bonds around The percentages shown under Investment Approach for the Vanguard Target Retirement Funds represent target asset allocations as of May 31, This allocation will change on a regular basis, and your exposure to risk generally will be reduced as you get closer to retirement. Salaried and Hourly Employees (excluding Napoleon and Paris Hourly) 327

24 Vanguard Target Retirement 2060 Fund Fund Ticker Symbol Size Geography Vanguard Target Retirement 2060 Fund VTTSX Domestic Annual Return % 2012 Annual Gross Expense Ratio 0.18 Effective Date of Expense Ratio* 3/31/13 * From most recent fund prospectus available as of March 31, Goal: Seeks to provide capital appreciation and current income consistent with its current asset allocation. Investment Approach: 63% in Vanguard Total Stock Market Index Fund Investor Shares 27% in Vanguard Total International Stock Index Fund Investor Shares 8% in Vanguard Total Bond Market II Index Fund Investor Shares 2% in Vanguard Total International Bond Index Fund Important Considerations: Fund of funds that can be appropriate if you re planning to retire between 2058 and Includes global stocks, plus U.S. Treasury and high-quality corporate bonds. Currently invests almost entirely in stocks, giving your savings a high potential for growth. Begins annually reducing stocks and increasing bonds around The percentages shown under Investment Approach for the Vanguard Target Retirement Funds represent target asset allocations as of May 31, This allocation will change on a regular basis, and your exposure to risk generally will be reduced as you get closer to retirement. 328 Salaried and Hourly Employees (excluding Napoleon and Paris Hourly)

25 Vanguard Short-Term Bond Index Fund Fund Ticker Symbol Size Geography Vanguard Short-Term Bond Index Fund VBITX Domestic Annual Return % Annual Gross Expense Ratio 0.07 Effective Date of Expense Ratio* 3/31/13 * From most recent fund prospectus available as of March 31, Goal: Seeks to provide a broad exposure to US investment-grade bonds with maturities from one to five years. Investment Approach: The fund invests about 30% in corporate bonds and 70% in U.S. government bonds within that maturity range. Important Considerations: Fixed-income investments entail interest rate risk (as interest rates rise, bond prices usually fall), the risk of issuer default, issuer credit risk, and inflation risk. Salaried and Hourly Employees (excluding Napoleon and Paris Hourly) 329

26 Vanguard Total Bond Market Index Fund Fund Ticker Symbol Size Geography Vanguard Total Bond Market Index Fund VBTIX Domestic Annual Return % Annual Gross Expense Ratio 0.07 Effective Date of Expense Ratio* 3/31/13 * From most recent fund prospectus available as of March 31, Goal: Seeks to generate returns that track the performance of the Barclays Capital U.S. Aggregate Float Adjusted Bond Index, and will maintain a dollar-weighted average maturity consistent with that of the index. The Index measures investment-grade, taxable fixed income securities in the U.S Investment Approach: This fund is designed to provide broad exposure to U.S. investment grade bonds. The fund invests about 30% in corporate bonds and 70% in U.S. government bonds of all maturities (short-, intermediate-, and long-term issues). Important Considerations: As with other bond funds, one of the risks of the fund is that increases in interest rates may cause the price of the bonds in the portfolio to decrease pricing the fund s Net Asset Value (NAV) lower. Fixed-income investments entail interest rate risk (as interest rates rise, bond prices usually fall), the risk of issuer default, issuer credit risk, and inflation risk. 330 Salaried and Hourly Employees (excluding Napoleon and Paris Hourly)