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):
December 9, 2008

New Jersey	Commission File Number	21-0419870
State of Incorporation	1-3822	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 2.02 — Results of Operations and Financial Condition

On December 9, 2008, Campbell Soup Company made a presentation to securities analysts regarding the financial results for the quarter ended November 2, 2008 and discussed the outlook for its second quarter ending February 1, 2009 and its 2009 fiscal year. A copy of the slides accompanying the presentation is attached as Exhibit 99.1.

The information in this Item 2.02 and the Exhibit 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 7.01 — Regulation FD Disclosure

See the information presented under Item 2.02 above.

The information in this Item 7.01 and the Exhibit 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 9.01 — Financial Statements and Exhibits

(d) Exhibits

99.1	Slides accompanying the presentation made to securities analysts on December 9, 2008 regarding the financial results for the quarter ended November 2, 2008 and discussing the outlook for its second quarter ending February 1, 2009 and its 2009 fiscal year.
99.2	Reconciliation of GAAP and Non-GAAP Financial Measures.

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.

Date: December 9, 2008	CAMPBELL SOUP COMPANY                 (Registrant)
	By:	/s/ B. Craig Owens
		B. Craig Owens
		Senior Vice President – Chief Financial Officer and Chief Administrative Officer

EXHIBIT INDEX

Exhibit No.	Description
99.1	Slides accompanying the presentation made to securities analysts on December 9, 2008 regarding the financial results for the quarter ended November 2, 2008 and discussing the outlook for its second quarter ending February 1, 2009 and its 2009 fiscal year.
99.2	Reconciliation of GAAP and Non-GAAP Financial Measures.

EX-99.1

Exhibit 99.1

Welcome! Mandarin Oriental Hotel December 9, 2008 Exhibit 99.1

Agenda 4:00 pm - 5:00 pm Doug Conant - President and Chief Executive Officer Craig Owens - Chief Financial Officer and Chief Administrative Officer Q&A 5:00 pm - 6:00 pm Reception

This presentation contains "forward-looking statements" that reflect the company's current expectations about its future plans and performance, including its fiscal 2009 guidance. These forward-looking statements rely on a number of assumptions and estimates that could be inaccurate and which are subject to risks and uncertainties. Factors that could cause the company's actual results to vary materially from those anticipated or expressed in any forward-looking statement include, among other things, (1) the impact of strong competitive responses to the company's efforts to leverage its brand power in the market; (2) the risks associated with trade and consumer acceptance of the company's initiatives; (3) the company's ability to realize projected cost savings and benefits; (4) the impact of fluctuations in the supply or costs of energy and raw and packaging materials; (5) the impact of changes in currency exchange rates, tax rates, interest rates, inflation rates, debt and equity markets, economic conditions and other external factors; and (6) the other factors described in the company's most recent Form 10-K and subsequent SEC filings. The company disclaims any obligation or intent to update any forward-looking statement in order to reflect new information, future events or other circumstances.

This presentation may include certain "non-GAAP" measures as defined by SEC rules. As required by the SEC, the company has provided the most directly comparable GAAP measure and a reconciliation of the "non-GAAP" measures to the most directly comparable GAAP measure on its website at www.campbellsoupcompany.com.

Doug Conant Welcome Purpose of meeting Introduce Craig Owens offer added perspective on business performance

Craig Owens My early assessment of Campbell Soup Q1 results for soup

Craig Owens My early assessment of Campbell Soup Q1 results for soup

Early Assessment Strong company - well-positioned for current economic storm Talented and deep management

Early Focus Extraordinary external circumstances Business Support Platform Company Wide Efficiency Emerging Markets

Craig Owens My early assessment of Campbell Soup Q1 results for soup

Q1 Reported Results 2009 2008 % chg Sales-cont. Ops $2,250 $2,185 3% Operating Earnings 446 456 (2)% EBIT 399 428 (7)% Earnings-cont. Ops 260 268 (3)% Net Earnings 260 270 (4)% Diluted EPS $.71 $.70 1%

Q1 U.S. Soup, Sauces & Beverages Segment Sales Operating Earnings Operating Margin Fiscal 2008 $1,097 309 28.2% Fiscal 2009 1,198 314 26.2% +9% +2% (2.0) pts Soup Sales Condensed RTS Broth +12% +14% +7% +23%

Operating Margin Drivers Operating Margin Fiscal 2008 Q1 Gross Margin & Mktg Exp SG&A Expenses 28.2% (2.3) pts 0.3 pts Fiscal 2009 Q1 26.2 Q1 U.S. Soup, Sauces & Beverages Segment

1H U.S. Soup, Sauces & Beverages Segment Sales Operating Earnings Operating Earnings Operating Margin Fiscal 2008 $2,190 584 584 26.6% Operating Margin Drivers: Operating Margin Drivers: Operating Margin Drivers: Operating Margin Drivers: Fiscal 2008 Gross Margin & Mktg Expenses SG&A Expenses Fiscal 2009 Fiscal 2008 Gross Margin & Mktg Expenses SG&A Expenses Fiscal 2009 Fiscal 2008 Gross Margin & Mktg Expenses SG&A Expenses Fiscal 2009 26.6% (2.2) pts 0.4 pts 24.8%

Q1 Consolidated Results 2009 2008 % chg Sales-cont. Ops $2,250 $2,185 3% Operating Earnings 446 456 (2)% EBIT 399 428 (7)% Earnings-cont. Ops 260 268 (3)% Net Earnings 260 270 (4)% Diluted EPS $.71 $.70 1% Adjusted Diluted EPS $.77 $.70 10% 2009 Adjusted Diluted EPS First Half ~ approximately flat

Why We Are Optimistic About FY'09 Organic EPS will improve in the back half of the year because: We will reap the benefit from pricing actions taken in September ’08 across USSSB Our cost savings programs accelerate in back half of year Inflation on our cost base moderates as we go through the year Full year adjusted EPS consistent with guidance given during Q1 conference call We have heavily front end loaded our marketing expenses to drive major product launches - - Select Harvest, V8 Soup and Swanson Stock. We have also supported various marketing initiatives on condensed soups. We will increasingly reap the benefit of our new products as we progress through the year. We will reap the benefits of steps we already have in hand to improve our SG&A and which we intend to accelerate. We will pace our investments in Emerging Markets to align them with today's economic realities without jeopardizing our longer term commitment to building this important new growth avenue. We will further improve the efficiency of our marketing spending while continuing to build our strong brand equities and communicate compelling propositions to our more than 100 million consumers.

Doug Conant Wrap-up Video and Q&A

? 33

EX-99.2

Exhibit 99.2

Reconciliation of GAAP and Non-GAAP Financial Measures
Second Quarter Ended January 27, 2008, Fiscal Year Ended August 3, 2008,
and First Quarter Ended November 2, 2008

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:

(1)	In the second quarter of fiscal 2008, the company recorded a non-cash tax benefit of $13 million ($0.03 per share) in earnings from continuing operations from the favorable resolution of a state tax contingency in the United States.
(2)	In fiscal 2008, the company recognized a pre-tax gain of $698 million ($462 million after tax or $1.21 per share) in earnings from discontinued operations from the sale of the Godiva Chocolatier business. As of the second quarter of fiscal 2008, the company recognized costs of $9 million ($5 million after tax or $0.01 per share) associated with the sale in earnings from discontinued operations.
(3)	In fiscal 2008, the company announced initiatives to improve operational efficiency and long-term profitability, including selling certain salty snack food brands and assets in Australia, closing certain production facilities in Australia and Canada, and streamlining the company’s management structure. For the year ended August 3, 2008, the company recorded pre-tax restructuring charges of $175 million and $7 million of expenses in cost of products sold (aggregate impact of $107 million after tax or $0.28 per share) related to these initiatives. In the first quarter of fiscal 2009, the company recorded expenses of $7 million ($5 million after tax or $0.01 per share) in cost of products sold related to these initiatives.
(4)	In the first quarter of 2009, the company recognized in cost of products sold a $26 million ($16 million after tax or $0.04 per share) unrealized loss on the fair value of open commodity futures contracts. Beginning in fiscal 2009, unrealized gains and losses on commodity hedging activities are excluded from segment operating earnings and are recorded in unallocated corporate expenses as these open positions represent hedges of future purchases. Upon closing of the contracts, the realized gain or loss is transferred to segment operating earnings, which allows the segments to reflect the economic effects of the hedge without exposure to quarterly volatility of unrealized gains and losses. The volatility associated with the unrealized gains or losses will be treated as an item impacting comparability. In prior periods, unrealized gains and losses on commodity hedging were not material.

The tables below reconcile financial information, presented in accordance with GAAP, to financial information excluding certain transactions:

(millions, except per share amounts)	January 27, 2008
	QTD			YTD
Earnings before interest and taxes, as reported	$	400		$	828
Interest, net, as reported	$	42		$	84
Earnings before taxes	$	358		$	744
Taxes on earnings, as reported	$	98		$	216
Add: Tax benefit from resolution of a state tax contingency (1)		13			13
Adjusted Taxes on earnings	$	111		$	229
Adjusted effective income tax rate		31.0	%		30.8	%
Earnings from continuing operations, as reported	$	260		$	528
Deduct: Benefit from resolution of a state tax contingency (1)		(13	)		(13	)
Adjusted Earnings from continuing operations	$	247		$	515
Earnings from discontinued operations, as reported	$	14		$	16
Add: Costs associated with the sale of the Godiva Chocolatier business (2)		5			5
Adjusted Earnings from discontinued operations	$	19		$	21
Adjusted Net earnings	$	266		$	536
Diluted earnings per share — continuing operations, as reported	$	0.67		$	1.36
Deduct: Benefit from resolution of a state tax contingency (1)		(0.03	)		(0.03	)
Adjusted Diluted earnings per share — continuing operations	$	0.64		$	1.33
Diluted earnings per share — discontinued operations, as reported	$	0.04		$	0.04
Add: Costs associated with the sale of the Godiva Chocolatier business (2)		0.01			0.01
Adjusted Diluted earnings per share — discontinued operations	$	0.05		$	0.05
Diluted net earnings per share, as reported	$	0.71		$	1.41
Deduct: Benefit from resolution of a state tax contingency (1)		(0.03	)		(0.03	)
Add: Costs associated with the sale of the Godiva Chocolatier business (2)		0.01			0.01
Adjusted Diluted net earnings per share*	$	0.69		$	1.39

* The sum of the individual per share amounts does not equal due to rounding.

(millions, except per share amounts)	Year Ended
	Aug. 3, 2008
Earnings before interest and taxes, as reported	$	1,098
Add: Restructuring charges and related costs (3)		182
Adjusted Earnings before interest and taxes	$	1,280
Interest, net, as reported	$	159
Adjusted Earnings before taxes	$	1,121
Taxes on earnings, as reported	$	268
Add: Tax benefit from resolution of a state tax contingency (1)		13
Add: Tax benefit from restructuring charges and related costs (3)		75
Adjusted Taxes on earnings	$	356
Adjusted effective income tax rate		31.8	%
Earnings from continuing operations, as reported	$	671
Deduct: Benefit from resolution of a state tax contingency (1)		(13	)
Add: Net adjustment from restructuring charges and related costs (3)		107
Adjusted Earnings from continuing operations	$	765
Earnings from discontinued operations, as reported	$	494
Deduct: Gain on sale of the Godiva Chocolatier business (2)		(462	)
Adjusted Earnings from discontinued operations	$	32
Adjusted Net earnings	$	797
Diluted earnings per share — continuing operations, as reported	$	1.76
Deduct: Benefit from resolution of state tax contingency (1)		(0.03	)
Add: Net adjustment from restructuring charges and related costs (3)		0.28
Adjusted Diluted earnings per share — continuing operations	$	2.01
Diluted earnings per share — discontinued operations, as reported	$	1.30
Deduct: Gain on sale of the Godiva Chocolatier business (2)		(1.21	)
Adjusted Diluted earnings per share — discontinued operations *	$	0.08
Diluted net earnings per share, as reported	$	3.06
Deduct: Benefit from resolution of a state tax contingency (1)		(0.03	)
Deduct: Gain on sale of the Godiva Chocolatier business (2)		(1.21	)
Add: Net adjustment from restructuring charges and related costs (3)		0.28
Adjusted Diluted net earnings per share*	$	2.09

* The sum of the individual per share amounts does not equal due to rounding.

(millions, except per share amounts)	First Quarter
	Nov. 2, 2008
Earnings before interest and taxes, as reported	$	399
Add: Restructuring related costs (3)		7
Add: Unrealized loss on commodity hedges (4)		26
Adjusted Earnings before interest and taxes	$	432
Interest, net, as reported	$	32
Adjusted Earnings before taxes	$	400
Taxes on earnings, as reported	$	107
Add: Tax benefit from restructuring related costs (3)		2
Add: Tax benefit from unrealized loss on commodity hedges (4)		10
Adjusted Taxes on earnings	$	119
Adjusted effective income tax rate		29.8	%
Earnings from continuing operations, as reported	$	260
Add: Net adjustment from restructuring related costs (3)		5
Add: Net adjustment from unrealized loss on commodity hedges (4)		16
Adjusted Earnings from continuing operations	$	281
Earnings from discontinued operations, as reported	$	—
Adjusted Net earnings	$	281
Diluted earnings per share — continuing operations, as reported	$	0.71
Add: Net adjustment from restructuring related costs (3)		0.01
Add: Net adjustment from unrealized loss on commodity hedges (4)		0.04
Adjusted Diluted earnings per share — continuing operations *	$	0.77
Diluted earnings per share — discontinued operations, as reported	$	—
Diluted net earnings per share, as reported	$	0.71
Add: Net adjustment from restructuring related costs (3)		0.01
Add: Net adjustment from unrealized loss on commodity hedges (4)		0.04
Adjusted Diluted net earnings per share *	$	0.77

* The sum of the individual per share amounts does not equal due to rounding.