8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

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

Date of Report
(Date of Earliest Event Reported):
March 18, 2008

New Jersey
State of Incorporation Commission File Number
1-3822 21-0419870
I.R.S. Employer
Identification No.

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

Telephone Number: (856) 342-4800

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-(c))

Item 2.01 – Completion of Acquisition or Disposition of Assets

On March 18, 2008, Campbell Investment Company, a wholly-owned subsidiary of Campbell Soup Company (“Campbell”), completed the sale of its Godiva Chocolatier business to Yildiz Holdings A.S. (“Yildiz”) for $850 million pursuant to a Stock Purchase Agreement dated December 20, 2007. Yildiz, or an affiliate thereof, acquired all of the entities comprising the Godiva Chocolatier business worldwide. The purchase price is subject to certain post-closing adjustments.

Item 7.01 – Regulation FD Disclosure

On March 18, 2008, Campbell issued a press release announcing (i) the completion of the sale of its Godiva Chocolatier business, (ii) the use of approximately $600 million of the net proceeds from the sale of the Godiva Chocolatier business, and (iii) sales, adjusted earnings before interest and taxes and adjusted earnings per share guidance for fiscal 2008. A copy of the press release is attached as Exhibit 99.1.

The information in this Item 7.01 and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.

Item 8.01 – Other Events

On March 18, 2008, Campbell announced that its Board of Directors has authorized using approximately $600 million of the net proceeds of the sale of the Godiva Chocolatier business to purchase Campbell stock in open market transactions. Campbell expects these purchases to be substantially completed in fiscal 2008. This share repurchase authority is in addition to Campbell’s ongoing practice of buying back shares sufficient to offset shares issued under incentive compensation plans.

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Item 9.01 – Financial Statements and Exhibits

(b) Pro forma Financial Information

The Campbell Soup Company Unaudited Pro Forma Financial Information is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

(d) Exhibits

99.1	Release dated March 18, 2008 announcing (i) the completion of the sale of Campbell’s Godiva Chocolatier business, (ii) the use of approximately $600 million of the net proceeds from the sale of the Godiva Chocolatier business, and (iii) sales, adjusted earnings before interest and taxes and adjusted earnings per share guidance for fiscal 2008.
99.2	Campbell Soup Company Unaudited Pro Forma Financial Information.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	CAMPBELL SOUP COMPANY
	(Registrant)
Date: March 18, 2008
	By:	/s/ Robert A. Schiffner
		Robert A. Schiffner
		Senior Vice President and Chief Financial Officer

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EXHIBIT INDEX

Exhibit No.	Description
99.1	Release dated March 18, 2008 announcing (i) the completion of the sale of Campbell’s Godiva Chocolatier business, (ii) the use of approximately $600 million of the net proceeds from the sale of the Godiva Chocolatier business, and (iii) sales, adjusted earnings before interest and taxes and adjusted earnings per share guidance for fiscal 2008.
99.2	Campbell Soup Company Unaudited Pro Forma Financial Information.

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

Contacts: Anthony Sanzio (Media)
(856) 968-4390
Leonard F. Griehs (Analysts)
(856) 342-6428

CAMPBELL COMPLETES SALE OF GODIVA CHOCOLATIER BUSINESS
TO YILDIZ HOLDING A.S. FOR $850 MILLION

$600 Million of Proceeds to Be Used to Fund New Share Repurchase Plan;
Company Updates Guidance for Fiscal 2008

CAMDEN, N.J. March 18, 2008—Campbell Soup Company (NYSE: CPB) today announced it has completed the sale of its Godiva Chocolatier business to Yildiz Holding A.S. for $850 million. Campbell announced the agreement of sale on December 20, 2007.

     Campbell also announced today that its Board of Directors has authorized using approximately $600 million of the net proceeds of the sale of Godiva to purchase company stock in open market transactions. The company expects these purchases to be substantially completed in fiscal 2008. This share repurchase authority is in addition to Campbell’s ongoing practice of buying back shares sufficient to offset shares issued under incentive compensation plans.

     Following the divestiture of the Godiva business, Campbell updated its fiscal 2008 sales and earnings guidance. For fiscal 2008, the company expects its continuing operations to deliver sales growth in excess of its long-term target range of between 3 and 4 percent, due in part to the favorable impact of currency and a 53^rd week of sales in the fiscal year. Campbell expects to deliver EBIT growth from continuing operations between 5 and 7 percent from the fiscal 2007 adjusted base of $1.200 billion. Excluding items impacting comparability, the company expects adjusted net earnings per share growth between 5 and 7 percent from the fiscal 2007 adjusted base of $1.95, which is unchanged from previous guidance. While Campbell expects the divestiture will be accretive to earnings per share in fiscal 2008, the company intends to make additional investments in brand building and cost reduction initiatives.

     Detailed financial information outlining the historical pro forma impact of the transaction and the anticipated use of proceeds is being made available through a public filing.

     Douglas R. Conant, Campbell’s President and Chief Executive Officer, said, “This latest share repurchase program represents our ongoing confidence in our more focused portfolio and is a continuation of our commitment to deliver strong investor returns.”

     Godiva has annual sales of approximately $500 million.

About Campbell Soup Company

Campbell Soup Company is a global manufacturer and marketer of high-quality foods and simple meals, including soup, baked snacks, and healthy beverages. Founded in 1869, the company has a portfolio of market-leading brands, including “Campbell’s,” “Pepperidge Farm,” “Arnott’s,” and “V8.” For more information on the company, visit Campbell’s website at www.campbellsoup.com.

Non-GAAP Financial Information

A reconciliation of the adjusted fiscal 2007 financial information to the reported financial information is attached to this release.

Forward-Looking Statements

This release contains “forward-looking statements” that reflect the company’s current expectations about its future plans and performance, including statements concerning the impact of marketing investments and strategies, share repurchase, cost-saving initiatives, quality improvements, and portfolio strategies, including divestitures, on sales, earnings, and margins. These forward-looking statements rely on a number of assumptions and estimates that could be inaccurate and which are subject to risks and uncertainties. Actual results could vary materially from those anticipated or expressed in any forward-looking statement made by the company. Please refer to the company’s most recent Form 10-K and subsequent filings for a further discussion of these risks and uncertainties. The company disclaims any obligation or intent to update the forward-looking statements in order to reflect events or circumstances after the date of this release.

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Reconciliation of GAAP and Non-GAAP Financial Measures
Fiscal Year 2008 Guidance

Campbell Soup Company uses certain non-GAAP financial measures as defined by the Securities and Exchange Commission in certain communications. These non-GAAP financial measures are measures of performance not defined by accounting principles generally accepted in the United States and should be considered in addition to, not in lieu of, GAAP reported measures.

Items Impacting Net Earnings

The company believes that financial information excluding certain transactions not considered to be part of the ongoing business improves the comparability of year-to-year results. Consequently, the company believes that investors may be able to better understand its earnings results if these transactions are excluded from the results.

The following items impacted net earnings:

Continuing Operations

(1)	In the third quarter of fiscal 2007, the company recorded a pre-tax non-cash benefit of $20 million ($13 million after tax or $0.03 per share) in earnings from continuing operations from the reversal of legal reserves due to favorable results in litigation.
(2)	In the third quarter of fiscal 2007, the company recorded a tax benefit of $22 million resulting from the settlement of bilateral advance pricing agreements (“APA”) among the company, the United States, and Canada related to royalties. In addition, the company reduced net interest expense by $4 million ($3 million after tax). The aggregate impact on earnings from continuing operations was $25 million, or $0.06 per share.
(3)	In the second quarter of fiscal 2007, the company recorded a pre-tax gain of $23 million ($14 million after tax or $0.04 per share) in earnings from continuing operations associated with the sale of an idle manufacturing facility.

Discontinued Operations

(4) In the first quarter of fiscal 2007, the company completed the sale of its businesses in the United Kingdom and Ireland. The total after-tax gain recognized on the sale in 2007 was $24 million ($0.06 per share). Additionally, in the fourth quarter of fiscal 2007, a $7 million tax benefit ($0.02 per share) was recognized from the favorable resolution of tax audits in the United Kingdom.

The table below reconciles financial information, presented in accordance with GAAP, to financial information excluding certain transactions:

(millions, except per share amounts)

	Year-to-Date
	July 29, 2007
Earnings before interest and taxes, as reported	$	1,243
Deduct: Reversal of legal reserves (1)		(20	)
Deduct: Gain on sale of an idle manufacturing facility (3)		(23	)
Adjusted Earnings before interest and taxes	$	1,200
Interest, net, as reported	$	144
Add: Reduction in interest expense related to the settlement of the APA (2)		4
Adjusted Interest, net	$	148
Adjusted Earnings before taxes	$	1,052
Taxes on earnings, as reported	$	307
Deduct: Tax impact of reversal of legal reserves (1)		(7	)
Deduct: Tax impact of reduction of interest expense related to settlement of the APA (2)		(1	)
Add: Tax benefit from settlement of the APA (2)		22
Deduct: Tax impact of gain on sale of an idle manufacturing facility (3)		(9	)
Adjusted Taxes on earnings	$	312
Adjusted effective income tax rate		29.7	%
Earnings from continuing operations, as reported	$	792
Deduct: Net adjustment related to reversal of legal reserves (1)		(13	)
Deduct: Net benefit from settlement of the APA (2)		(25	)
Deduct: Gain on sale of an idle manufacturing facility (3)		(14	)
Adjusted Earnings from continuing operations	$	740
Earnings from discontinued operations, as reported	$	62
Deduct: Gain on sale of UK/Ireland businesses and resolution of tax audits (4)		(31	)
Adjusted Earnings from discontinued operations	$	31
Diluted net earnings per share, as reported	$	2.16
Deduct: Net adjustment related to reversal of legal reserves (1)		(0.03	)
Deduct: Net benefit from settlement of the APA (2)		(0.06	)
Deduct: Gain on sale of an idle manufacturing facility (3)		(0.04	)
Deduct: Gain on sale of UK/Ireland businesses and resolution of tax audits (4)		(0.08	)
Adjusted Diluted net earnings per share	$	1.95

Reconciliation has been prepared reflecting the results of the Godiva Chocolatier business as discontinued operations.

EX-99.2

EXHIBIT 99.2

Campbell Soup Company

Unaudited Pro Forma Condensed Consolidated Financial Statements

The unaudited pro forma condensed consolidated financial statements present financial information to give effect to the sale of the Godiva Chocolatier business to be accounted for in accordance with Statement of Financial Accounting Standard No. 144, Accounting for the Impairment or Disposal of Long-lived Assets. The unaudited pro forma condensed consolidated statements of earnings present the consolidated results of continuing operations of the company, assuming the sale occurred as of August 2, 2004. The impact of the anticipated use of net proceeds to repurchase shares is included in the unaudited pro forma condensed consolidated statements of earnings for the six months ended January 27, 2008 and the year ended July 29, 2007. The unaudited pro forma condensed consolidated balance sheet as of January 27, 2008 presents the consolidated financial position of the company, assuming the sale occurred on that date. Beginning with the second quarter ended January 27, 2008, the company reported the results of the Godiva Chocolatier business as discontinued operations. As of January 27, 2008, the assets and liabilities of the business were classified as assets and liabilities of discontinued operations held for sale. The unaudited financial information is subject to the assumptions and adjustments in the notes accompanying the unaudited pro forma condensed consolidated financial statements.

The unaudited pro forma condensed consolidated financial statements include specific assumptions and adjustments related to the sale of the businesses. The adjustments are based upon presently available information and assumptions that management believes are reasonable under the circumstances as of the date of this filing. However, actual adjustments may differ materially from the information presented. The unaudited pro forma condensed consolidated financial statements, including notes thereto, should be read in conjunction with the historical financial statements of the company included in its Annual Report on Form 10-K for the year ended July 29, 2007 and the unaudited financial statements filed in its Quarterly Report on Form 10-Q for the three and six months ended January 27, 2008.

The unaudited pro forma condensed consolidated financial information presented is for informational purposes only. It is not intended to represent or be indicative of the consolidated results of operations or financial position that would have occurred had the sale been completed as of the dates presented nor is it intended to be indicative of future results of operations or financial position.

CAMPBELL SOUP COMPANY CONSOLIDATED

Pro Forma Consolidated Statement of Earnings
(unaudited)
(millions, except per share amounts)

	Six Months Ended January 27, 2008
	Continuing
	Operations		Pro Forma			Pro Forma
	As Reported (A)		Adjustments (B)			Adjusted
Net sales	$	4,403				$	4,403
Costs and expenses
Cost of products sold		2,622					2,622
Marketing and selling expenses		615					615
Administrative expenses		282					282
Research and development expenses		52					52
Other expenses		4					4
Total costs and expenses		3,575					3,575
Earnings before interest and taxes		828					828
Interest, net		84					84
Earnings before taxes		744					744
Taxes on earnings		216					216
Earnings from continuing operations	$	528				$	528
Per share — basic
Earnings from continuing operations	$	1.40				$	1.47
Weighted average shares outstanding — basic		378		(18	)		360
Per share — assuming dilution
Earnings from continuing operations	$	1.36				$	1.43
Weighted average shares outstanding — assuming dilution		387		(18	)		369

See Notes to Pro Forma Consolidated Financial Statements.

CAMPBELL SOUP COMPANY CONSOLIDATED

Pro Forma Consolidated Statement of Earnings

(unaudited)
(millions, except per share amounts)

	Year Ended July 29, 2007
				Less			Adjusted
				Discontinued			Continuing			Pro Forma			Pro Forma
	As Reported			Operations (C)			Operations			Adjustments (B)			Adjusted
Net sales	$	7,867		$	(482	)	$	7,385					$	7,385
Costs and expenses
Cost of products sold		4,571			(187	)		4,384						4,384
Marketing and selling expenses		1,322			(216	)		1,106						1,106
Administrative expenses		604			(33	)		571						571
Research and development expenses		112			(1	)		111						111
Other expenses / (income)		(35	)		5			(30	)					(30	)
Total costs and expenses		6,574			(432	)		6,142						6,142
Earnings before interest and taxes		1,293			(50	)		1,243						1,243
Interest expense		163			—			163						163
Interest income		19			—			19						19
Earnings before taxes		1,149			(50	)		1,099						1,099
Taxes on earnings		326			(19	)		307						307
Earnings from continuing operations	$	823		$	(31	)	$	792					$	792
Per share — basic
Earnings from continuing operations	$	2.13		$	(.08	)	$	2.05					$	2.15
Weighted average shares outstanding — basic		386						386			(18	)		368
Per share — assuming dilution
Earnings from continuing operations	$	2.08		$	(.08	)	$	2.00					$	2.10
Weighted average shares outstanding — assuming dilution		396						396			(18	)		378

See Notes to Pro Forma Consolidated Financial Statements.

CAMPBELL SOUP COMPANY CONSOLIDATED

Pro Forma Consolidated Statement of Earnings

(unaudited)
(millions, except per share amounts)

	Year Ended July 30, 2006
			Less			Adjusted
			Discontinued			Continuing
	As Reported		Operations (C)			Operations
Net sales	$	7,343	$	(449	)	$	6,894
Costs and expenses
Cost of products sold		4,273		(173	)		4,100
Marketing and selling expenses		1,227		(194	)		1,033
Administrative expenses		583		(31	)		552
Research and development expenses		104		(1	)		103
Other expenses / (income)		5		4			9
Total costs and expenses		6,192		(395	)		5,797
Earnings before interest and taxes		1,151		(54	)		1,097
Interest expense		165		—			165
Interest income		15		—			15
Earnings before taxes		1,001		(54	)		947
Taxes on earnings		246		(19	)		227
Earnings from continuing operations	$	755	$	(35	)	$	720
Per share — basic
Earnings from continuing operations	$	1.86	$	(.09	)	$	1.77
Weighted average shares outstanding — basic		407					407
Per share — assuming dilution
Earnings from continuing operations	$	1.82	$	(.08	)	$	1.74
Weighted average shares outstanding — assuming dilution		414					414

See Notes to Pro Forma Consolidated Financial Statements.

CAMPBELL SOUP COMPANY CONSOLIDATED

Pro Forma Consolidated Statement of Earnings

(unaudited)
(millions, except per share amounts)

	Year Ended July 31, 2005
				Less			Adjusted
				Discontinued			Continuing
	As Reported			Operations (C)			Operations
Net sales	$	7,072		$	(420	)	$	6,652
Costs and expenses
Cost of products sold		4,179			(156	)		4,023
Marketing and selling expenses		1,153			(189	)		964
Administrative expenses		520			(27	)		493
Research and development expenses		93			(1	)		92
Other expenses / (income)		(5	)		3			(2	)
Total costs and expenses		5,940			(370	)		5,570
Earnings before interest and taxes		1,132			(50	)		1,082
Interest expense		184			—			184
Interest income		4			—			4
Earnings before taxes		952			(50	)		902
Taxes on earnings		308			(20	)		288
Earnings from continuing operations	$	644		$	(30	)	$	614
Per share — basic
Earnings from continuing operations	$	1.57		$	(.07	)	$	1.50
Weighted average shares outstanding — basic		409						409
Per share — assuming dilution
Earnings from continuing operations	$	1.56		$	(.07	)	$	1.49
Weighted average shares outstanding — assuming dilution		413						413

See Notes to Pro Forma Consolidated Financial Statements.

CAMPBELL SOUP COMPANY CONSOLIDATED

Pro Forma Consolidated Balance Sheet

January 27, 2008

(unaudited)
(millions, except per share amounts)

				Pro Forma					Pro Forma
	As Reported			Adjustments					Adjusted
Current assets
Cash and cash equivalents	$	95		$	232		(D	)	$	327
Accounts receivable		813			—					813
Inventories		735			—					735
Other current assets		112			—					112
Current assets of discontinued operations held for sale		123			(123	)	(E	)		—
Total current assets		1,878			109					1,987
Plant assets, net of depreciation		1,930			—					1,930
Goodwill		1,933			—					1,933
Other intangible assets, net of amortization		633			—					633
Other assets		384			—					384
Non-current assets of discontinued operations held for sale		118			(118	)	(E	)		—
Total assets	$	6,876		$	(9	)			$	6,867
Current liabilities
Notes payable	$	976		$	—				$	976
Payable to suppliers and others		619			—					619
Accrued liabilities		606			—					606
Dividend payable		84			—					84
Accrued income taxes		4			224		(F	)		228
Current liabilities of discontinued operations held for sale		71			(71	)	(E	)		—
Total current liabilities		2,360			153					2,513
Long-term debt		1,780			—					1,780
Other liabilities, including deferred income taxes of $380		1,129			—					1,129
Non-current liabilities of discontinued operations held for sale		12			(12	)	(E	)		—
Total liabilities		5,281			141					5,422
Shareowners’ equity
Preferred stock; authorized 40 shares; none issued		—			—					—
Capital stock, $.0375 par value; authorized 560 shares; issued 542 shares		20			—					20
Additional paid-in capital		337			—					337
Earnings retained in the business		7,451			462		(G	)		7,913
Capital stock in treasury, at cost		(6,172	)		(600	)	(D	)		(6,772	)
Accumulated other comprehensive loss		(41	)		(12	)	(E	)		(53	)
Total shareowners’ equity		1,595			(150	)				1,445
Total liabilities and shareowners’ equity	$	6,876		$	(9	)			$	6,867

See Notes to Pro Forma Consolidated Financial Statements.

Campbell Soup Company

Notes to the Unaudited Pro Forma Condensed Consolidated Financial Statements

The unaudited pro forma condensed consolidated financial statements give effect to the sale of the Godiva Chocolatier business to be accounted for as a discontinued operation. The unaudited pro forma condensed consolidated statements of earnings are presented as if the sale occurred as of August 2, 2004. The anticipated nonrecurring after-tax gain on the sale is not reflected in the pro forma condensed consolidated statements of earnings. The impact of the anticipated use of net proceeds to repurchase shares is included in the unaudited pro forma condensed consolidated statements of earnings for the six months ended January 27, 2008 and the year ended July 29, 2007. The unaudited pro forma condensed balance sheet is presented as if the sale occurred on January 27, 2008 and is based on the historical balance sheet as of that date. The nonrecurring after-tax gain is reflected in the pro forma balance sheet.

A.	In the second quarter report filed on Form 10-Q, the results of the Godiva Chocolatier business were reported as discontinued operations and therefore were excluded from continuing operations.
B.	The company expects to use approximately $600 million of the net proceeds from the sale to repurchase shares. The Pro Forma adjustments represent the impact of utilizing $600 million of net proceeds to repurchase shares at $32.58 per share, the closing stock price as of March 12, 2008. Therefore, 18 million shares are assumed to be repurchased and eliminated from shares outstanding in the earnings per share calculation for the six months ended January 27, 2008 and the year ended July 29, 2007. The actual number of shares repurchased and actual price paid could differ from these amounts.
C.	The Discontinued Operations columns in the unaudited pro forma information represent the historical financial results of the company’s Godiva Chocolatier business.
D.	The Pro Forma adjustments represent anticipated proceeds from the sale of $850 million, less $18 million of transaction costs and expenses associated with selling the business, less the $600 million of net proceeds expected to be used to repurchase shares reflected as an adjustment to treasury stock. The remaining net proceeds will be used to pay income taxes associated with the sale (approximately $224 million) and for general corporate purposes.
E.	The Pro Forma adjustments represent the elimination of the assets and liabilities of the discontinued operations classified as assets and liabilities held for sale.
F.	The Pro Forma adjustment represents the taxes payable of $224 million associated with the gain on the sale.
G.	The estimated after-tax gain of approximately $462 million is reflected as an adjustment to retained earnings. The after-tax gain includes the tax impact described in note (F). This estimate is based on the historical information as of January 27, 2008. Actual adjustments may differ from the information presented.