10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 10-K

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the Fiscal Year Ended
July 31, 2011 Commission File Number
1-3822

CAMPBELL SOUP COMPANY

New Jersey	21-0419870
State of Incorporation	I.R.S. Employer Identification No.

1 Campbell Place

Camden, New Jersey 08103-1799

Principal Executive Offices

Telephone Number: (856) 342-4800

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Name of Each Exchange on Which Registered
Capital Stock, par value $.0375	New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  þ Yes     o No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.  o Yes     þ No

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  þ Yes     o No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Date File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  þ Yes     o No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer þ Accelerated filer o Non-accelerated filer o Smaller reporting company o

(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  o Yes     þ No

As of January 28, 2011 (the last business day of the registrant’s most recently completed second fiscal quarter), the aggregate market value of capital stock held by non-affiliates of the registrant was approximately $6,343,490,643. There were 320,209,348 shares of capital stock outstanding as of September 15, 2011.

Portions of the Registrant’s Proxy Statement for the Annual Meeting of Shareowners to be held on November 17, 2011, are incorporated by reference into Part III.

Table of Contents

			Page
PART I
	Item 1.	Business	1
	Item 1A.	Risk Factors	4
	Item 1B.	Unresolved Staff Comments	7
	Item 2.	Properties	8
	Item 3.	Legal Proceedings	8
	Item 4.	Removed and Reserved	9
		Executive Officers of the Company	9
PART II
	Item 5.	Market for Registrant’s Capital Stock, Related Shareowner Matters and Issuer Purchases of Equity Securities	10
	Item 6.	Selected Financial Data	12
	Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	13
	Item 7A.	Quantitative and Qualitative Disclosures about Market Risk	33
	Item 8.	Financial Statements and Supplementary Data	34
	Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	77
	Item 9A.	Controls and Procedures	77
	Item 9B.	Other Information	77
PART III
	Item 10.	Directors, Executive Officers and Corporate Governance	77
	Item 11.	Executive Compensation	78
	Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Shareowner Matters	78
	Item 13.	Certain Relationships and Related Transactions, and Director Independence	79
	Item 14.	Principal Accounting Fees and Services	79
PART IV
	Item 15.	Exhibits and Financial Statement Schedules	79
		Signatures	82

PART I

Item 1.   Business

The Company

Campbell Soup Company, together with its consolidated subsidiaries (Campbell or the company), is a global manufacturer and marketer of high-quality, branded convenience food products. Campbell was incorporated as a business corporation under the laws of New Jersey on November 23, 1922; however, through predecessor organizations, it traces its heritage in the food business back to 1869. The company’s principal executive offices are in Camden, New Jersey 08103-1799.

Reportable Segments

Commencing with the 2011 Annual Report on Form 10-K, the company reports the results of operations in the following reportable segments: U.S. Simple Meals; U.S. Beverages; Global Baking and Snacking; International Simple Meals and Beverages; and North America Foodservice. Segment results of prior periods were modified to conform to the current presentation. The company has ten operating segments based on product type and geographic location and has aggregated the operating segments into the appropriate reportable segment based on similar economic characteristics; products; production processes; types or classes of customers; distribution methods; and regulatory environment. See also Note 6 to the Consolidated Financial Statements. The segments are discussed in greater detail below.

U.S. Simple Meals

The U.S. Simple Meals segment aggregates the following operating segments: U.S. Soup and U.S. Sauces. The U.S. Soup retail business includes the following products: Campbell’s condensed and ready-to-serve soups; and Swanson broth and stocks. The U.S. Sauces retail business includes the following products: Prego pasta sauce; Pace Mexican sauce; Swanson canned poultry; and Campbell’s canned gravies, pasta, and beans.

U.S. Beverages

The U.S. Beverages segment represents the U.S. retail beverages business, including the following products: V8 juices and beverages and Campbell’s tomato juice.

Global Baking and Snacking

The Global Baking and Snacking segment aggregates the following operating segments: Pepperidge Farm cookies, crackers, bakery and frozen products in U.S. retail; and Arnott’s biscuits in Australia and Asia Pacific.

International Simple Meals and Beverages

The International Simple Meals and Beverages segment aggregates the simple meals and beverages operating segments outside of the United States, including Europe, Latin America, the Asia Pacific region and the retail business in Canada. The segment’s operations include Erasco and Heisse Tasse soups in Germany, Liebig and Royco soups in France, Devos Lemmens mayonnaise and cold sauces and Campbell’s and Royco soups in Belgium, and Blå Band soups and sauces in Sweden. In Asia Pacific, operations include Campbell’s soup and stock, Swanson broths, V8 beverages and Prego pasta sauce. In Canada, operations include Habitant and Campbell’s soups, Prego pasta sauce, Pace Mexican sauce, V8 beverages and certain Pepperidge Farm products. The French sauce and mayonnaise business, which was marketed under the Lesieur brand and divested on September 29, 2008, was historically included in this segment.

North America Foodservice

The North America Foodservice segment represents the distribution of products such as soup, specialty entrees, beverage products, other prepared foods and Pepperidge Farm products through various food service channels in the United States and Canada.

Ingredients and Packaging

The ingredients and packaging required for the manufacture of the company’s food products are purchased from various suppliers. These items are subject to fluctuations in price attributable to a number of factors, including changes in crop size, cattle cycles, product scarcity, demand for raw materials, energy costs, government-sponsored agricultural programs, import and export requirements and weather conditions (including the potential effects of climate change) during the growing and harvesting seasons. To help reduce some of this price volatility, the company uses a combination of purchase orders, short- and long-term contracts and various commodity risk management tools for most of its ingredients and packaging. Ingredient inventories are at a peak during the late fall and decline during the winter and spring. Since many ingredients of suitable quality are available in sufficient quantities only at certain seasons, the company makes commitments for the purchase of such ingredients during their respective seasons. At this time, the company does not anticipate any material restrictions on availability or shortages of ingredients or packaging that would have a significant impact on the company’s businesses. For information on the impact of inflation on the company, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

Customers

In most of the company’s markets, sales activities are conducted by the company’s own sales force and through broker and distributor arrangements. During fiscal 2011, in an effort to enhance merchandising effectiveness and coverage, the company outsourced a larger portion of its U.S. retail merchandising activities to a third party. In the United States, Canada and Latin America, the company’s products are generally resold to consumers in retail food chains, mass discounters, mass merchandisers, club stores, convenience stores, drug stores, dollar stores and other retail, commercial and non-commercial establishments. In Europe, the company’s products are generally resold to consumers in retail food chains, mass discounters, mass merchandisers, club stores, convenience stores and other retail, commercial and non-commercial establishments. In the Asia Pacific region, the company’s products are generally resold to consumers through retail food chains, convenience stores and other retail, commercial and non-commercial establishments. The company makes shipments promptly after receipt and acceptance of orders.

The company’s largest customer, Wal-Mart Stores, Inc. and its affiliates, accounted for approximately 17% of the company’s consolidated net sales in fiscal 2011 and 18% during fiscal 2010 and fiscal 2009. All of the company’s segments sold products to Wal-Mart Stores, Inc. or its affiliates. No other customer accounted for 10% or more of the company’s consolidated net sales.

Trademarks and Technology

As of September 15, 2011, the company owned over 4,100 trademark registrations and applications in over 160 countries and believes that its trademarks are of material importance to its business. Although the laws vary by jurisdiction, trademarks generally are valid as long as they are in use and/or their registrations are properly maintained and have not been found to have become generic. Trademark registrations generally can be renewed indefinitely as long as the trademarks are in use. The company believes that its principal brands, including Campbell’s, Erasco, Liebig, Pepperidge Farm, Goldfish, V8, Pace, Prego, Swanson, Royco and Arnott’s, are protected by trademark law in the major markets where they are used. In addition, some of the company’s products are sold under brands that have been licensed from third parties.

Although the company owns a number of valuable patents, it does not regard any segment of its business as being dependent upon any single patent or group of related patents. In addition, the company owns copyrights, both registered and unregistered, and proprietary trade secrets, technology, know-how processes, and other intellectual property rights that are not registered.

Competition

The company experiences worldwide competition in all of its principal products. This competition arises from numerous competitors of varying sizes, including producers of generic and private label products, as well as from manufacturers of other branded food products, which compete for trade merchandising support and consumer

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dollars. As such, the number of competitors cannot be reliably estimated. The principal areas of competition are brand recognition, taste, quality, price, advertising, promotion, convenience and service.

Working Capital

For information relating to the company’s cash and working capital items, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

Capital Expenditures

During fiscal 2011, the company’s aggregate capital expenditures were $272 million. The company expects to spend approximately $325 million for capital projects in fiscal 2012. Major fiscal 2012 capital projects include an ongoing initiative to simplify the soup-making process in North America (also known as the soup common platform initiative), Pepperidge Farm’s new 34,000-square-foot innovation center, packing automation and capacity expansion projects at one of the company’s Australian biscuit plants, continued enhancement of the company’s corporate headquarters in Camden, New Jersey, and a warehouse automation project at one of the company’s North American plants.

Research and Development

During the last three fiscal years, the company’s expenditures on research and development activities relating to new products and the improvement and maintenance of existing products were $129 million in 2011, $123 million in 2010, and $114 million in 2009. The increase from 2010 to 2011 was primarily due to costs associated with an ongoing initiative to simplify the soup-making process in North America, costs associated with product innovation in North America, costs associated with a global baked snacks initiative, and the impact of currency, partially offset by cost savings initiatives. The increase from 2009 to 2010 was primarily due to an increase in compensation and benefit costs, costs associated with an initiative to simplify the soup-making process in North America, and the impact of currency. The company conducts this research and development primarily at its headquarters in Camden, New Jersey, although important research and development is undertaken at various other locations inside and outside the United States. On July 12, 2011, as part of its effort to further increase the rate of innovation across its baking and snacking portfolio, the company announced plans to invest more than $30 million to build a new 34,000-squre-foot innovation center at its Pepperidge Farm facility in Norwalk, Connecticut. The project will also include extensive upgrades to Pepperidge Farm’s existing headquarters at the site.

Environmental Matters

The company has requirements for the operation and design of its facilities that meet or exceed applicable environmental rules and regulations. Of the company’s $272 million in capital expenditures made during fiscal 2011, approximately $18 million was for compliance with environmental laws and regulations in the United States. The company further estimates that approximately $20 million of the capital expenditures anticipated during fiscal 2012 will be for compliance with United States environmental laws and regulations. The company believes that continued compliance with existing environmental laws and regulations (both within the United States and elsewhere) will not have a material effect on capital expenditures, earnings or the competitive position of the company. In addition, the company continues to monitor pending environmental laws and regulations within the United States and elsewhere, including laws and regulations relating to climate change and greenhouse gas emissions. While the impact of these pending laws and regulations cannot be predicted with certainty, the company does not believe that compliance with these pending laws and regulations will have a material effect on capital expenditures, earnings or the competitive position of the company.

Seasonality

Demand for the company’s products is somewhat seasonal, with the fall and winter months usually accounting for the highest sales volume due primarily to demand for the company’s soup products. Demand for the company’s sauce, beverage, baking and snacking products, however, is generally evenly distributed throughout the year.

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Employees

On July 31, 2011, there were approximately 17,500 employees of the company.

Financial Information

For information with respect to revenue, operating profitability and identifiable assets attributable to the company’s reportable segments and geographic areas, see Note 6 to the Consolidated Financial Statements. Prior periods have been modified in Note 6 to reflect the company’s current reporting segments. For risks attendant to the company’s foreign operations, see “Risk Factors.”

Company Website

The company’s primary corporate website can be found at www.campbellsoupcompany.com. The company makes available free of charge at this website (under the “Investor Center — Financial Information — SEC Filings” caption) all of its reports (including amendments) filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, including its annual report on Form 10-K, its quarterly reports on Form 10-Q and its current reports on Form 8-K. These reports are made available on the website as soon as reasonably practicable after their filing with, or furnishing to, the Securities and Exchange Commission.

Item 1A.   Risk Factors

In addition to the factors discussed elsewhere in this Report, the following risks and uncertainties could materially adversely affect the company’s business, financial condition and results of operations. Additional risks and uncertainties not presently known to the company or that the company currently deems immaterial also may impair the company’s business operations and financial condition.

The company operates in a highly competitive industry

The company operates in the highly competitive food industry and experiences worldwide competition in all of its principal products. The principal areas of competition are brand recognition, taste, quality, price, advertising, promotion, convenience and service. A number of the company’s primary competitors have substantial financial, marketing and other resources. A strong competitive response from one or more of these competitors to the company’s marketplace efforts, or a consumer shift towards private label offerings, could result in the company reducing pricing, increasing marketing or other expenditures, and/or losing market share.

The company faces risks related to recession, financial and credit market disruptions and other economic conditions

Customer and consumer demand for the company’s products may be impacted by recession or other economic downturns in the United States or other nations. Similarly, disruptions in financial and credit markets may impact the company’s ability to manage normal commercial relationships with its customers, suppliers and creditors. In addition, changes in any one of the following factors in the United States or other nations, whether due to recession, financial and credit market disruptions or other reasons, could impact the company: tax rates, interest rates or equity markets.

Increased regulation could adversely affect the company’s business or financial results

The manufacture and marketing of food products is extensively regulated. The primary areas of regulation include the processing, packaging, storage, distribution, advertising, labeling, quality and safety of the company’s food products, as well as the health and safety of the company’s employees and the protection of the environment. In the United States, the company is subject to regulation by various government agencies, including the Food and Drug Administration, the U.S. Department of Agriculture, the Federal Trade Commission, the Occupational Safety and Health Administration and the Environmental Protection Agency, as well as various state and local agencies. The company is also regulated by similar agencies outside the United States and by voluntary organizations, such as the National Advertising Division and the Children’s Food and Beverage Advertising Initiative of the Council of

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Better Business Bureaus. Changes in regulatory requirements (such as proposed requirements designed to restrict food marketing), or evolving interpretations of existing regulatory requirements, may result in increased compliance cost, capital expenditures and other financial obligations that could adversely affect the company’s business or financial results.

Fluctuations in foreign currency exchange rates could adversely affect the company’s results

The company holds assets and incurs liabilities, generates revenue, and pays expenses in a variety of currencies other than the U.S. dollar, primarily the Australian dollar, Canadian dollar, and the euro. The company’s consolidated financial statements are presented in U.S. dollars, and therefore the company must translate its assets, liabilities, sales and expenses into U.S. dollars for external reporting purposes. As a result, changes in the value of the U.S. dollar may materially and negatively affect the value of these items in the company’s consolidated financial statements, even if their value has not changed in their original currency.

The company’s results may be adversely impacted by increases in the price of raw and packaging materials

The raw and packaging materials used in the company’s business include tomato paste, grains, beef, poultry, vegetables, steel, glass, paper and resin. Many of these materials are subject to price fluctuations from a number of factors, including product scarcity, demand for raw materials, commodity market speculation, energy costs, currency fluctuations, weather conditions (including the potential effects of climate change), import and export requirements and changes in government-sponsored agricultural programs. To the extent any of these factors result in an increase in raw and packaging material prices, the company may not be able to offset such increases through productivity or price increases or through its commodity hedging activity.

Price increases may not be sufficient to cover increased costs, or may result in declines in sales volume due to pricing elasticity in the marketplace

The company intends to pass along to customers some or all cost increases in raw and packaging materials and other inputs through increases in the selling prices of some of its products. Higher product prices may result in reductions in sales volume. To the extent the price increases are not sufficient to offset increased raw and packaging materials and other inputs costs, and/or if they result in significant decreases in sales volume, the company’s business results and financial condition may be adversely affected.

The company’s results are dependent on successful marketplace initiatives and acceptance by consumers of the company’s products, including new products or packaging introductions

The company’s results are dependent on successful marketplace initiatives and acceptance by consumers of the company’s products. The company’s product introductions and product improvements, along with its other marketplace initiatives, are designed to capitalize on customer or consumer trends. In order to remain successful, the company must anticipate and react to these trends and develop new products or processes to address them. While the company devotes significant resources to meeting this goal, the company may not be successful in developing new products or processes, or its new products or processes may not be accepted by customers or consumers.

The company may be adversely impacted by increased liabilities and costs related to its defined benefit pension plans

The company sponsors a number of defined benefit pension plans for employees in the United States and various non-U.S. locations. The major defined benefit pension plans are funded with trust assets invested in a globally diversified portfolio of securities and other investments. Changes in regulatory requirements or the market value of plan assets, investment returns, interest rates and mortality rates may affect the funded status of the company’s defined benefit pension plans and cause volatility in the net periodic benefit cost, future funding requirements of the plans and the funded status as recorded on the balance sheet. A significant increase in the company’s obligations or future funding requirements could have a material adverse effect on the financial results of the company.

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The company may be adversely impacted by the increased significance of some of its customers

The retail grocery trade continues to consolidate. These consolidations have produced large, sophisticated customers with increased buying power and negotiating strength who may seek lower prices or increased promotional programs funded by their suppliers. These customers may also in the future use more of their shelf space, currently used for the company’s products, for their private label products. If the company is unable to use its scale, marketing expertise, product innovation and category leadership positions to respond to these customer initiatives, the company’s business or financial results could be negatively impacted. In addition, the disruption of sales to any of the company’s large customers for an extended period of time could adversely affect the company’s business or financial results.

The company may be adversely impacted by inadequacies in, or failure of, its information technology systems

Each year the company engages in several billion dollars of transactions with its customers and vendors. Because the amount of dollars involved is so significant, the company’s information technology resources must provide connections among its marketing, sales, manufacturing, logistics, customer service, and accounting functions. If the company does not allocate and effectively manage the resources necessary to build and sustain an appropriate technology infrastructure and to maintain the related computerized and manual control processes, the company’s business or financial results could be negatively impacted. Furthermore, the company’s information technology systems may be vulnerable to security breaches or other system failures. If the company is unable to prevent such security breaches or system failures, the company’s business or financial results could be negatively impacted.

The company may not properly execute, or realize anticipated cost savings or benefits from, its ongoing supply chain, information technology or other initiatives

The company’s success is partly dependent upon properly executing, and realizing cost savings or other benefits from, its ongoing supply chain, information technology and other initiatives. These initiatives are primarily designed to make the company more efficient in the manufacture and distribution of its products, which is necessary in the company’s highly competitive industry. These initiatives are often complex, and a failure to implement them properly may, in addition to not meeting projected cost savings or benefits, result in an interruption to the company’s sales, manufacturing, logistics, customer service or accounting functions.

Disruption to the company’s supply chain could adversely affect its business

Damage or disruption to the company’s suppliers or to the company’s manufacturing or distribution capabilities due to weather, natural disaster, fire, terrorism, pandemic, strikes, or other reasons could impair the company’s ability to manufacture and/or sell its products. Failure to take adequate steps to mitigate the likelihood or potential impact of such events, or to effectively manage such events if they occur, particularly when a product is sourced from a single location, could adversely affect the company’s business or financial results.

The company may be adversely impacted by the failure to execute acquisitions and divestitures successfully

From time to time, the company undertakes acquisitions or divestitures. The success of any such acquisition or divestiture depends, in part, upon the company’s ability to identify suitable buyers or sellers, negotiate favorable contractual terms and, in many cases, obtain governmental approval. For acquisitions, success is also dependent upon efficiently integrating the acquired business into the company’s existing operations, successfully managing new risks associated with the acquired business and achieving expected returns and other benefits. Acquisitions outside the United States may present unique challenges or increase the company’s exposure to risks associated with foreign operations, including foreign currency risks and the risks of complying with foreign regulations. Finally, for acquisitions, the company may incur substantial additional indebtedness, which could adversely impact its credit rating. In cases where acquisitions or divestitures are not successfully implemented or completed, the company’s business or financial results could be negatively impacted.

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The company’s results may be impacted negatively by political conditions in the nations where the company does business

The company is a global manufacturer and marketer of high-quality, branded convenience food products. Because of its global reach, the company’s performance may be impacted negatively by politically motivated factors, such as unfavorable changes in tariffs or export and import restrictions, in the nations where it does business. The company may also be impacted by political instability, civil disobedience, armed hostilities and terrorist acts in the nations where it does business.

If the company’s food products become adulterated or are mislabeled, the company might need to recall those items and may experience product liability claims if consumers are injured

The company may need to recall some of its products if they become adulterated or if they are mislabeled. The company may also be liable if the consumption of any of its products causes injury. A widespread product recall could result in significant losses due to the costs of a recall, the destruction of product inventory and lost sales due to the unavailability of product for a period of time. The company could also suffer losses from a significant product liability judgment against it. A significant product recall or product liability case could also result in adverse publicity, damage to the company’s reputation and a loss of consumer confidence in the company’s products. In addition, the company’s results could be adversely affected if consumers lose confidence in the safety and quality of the company’s products, ingredients or packaging, even in the absence of a recall or a product liability case. Adverse publicity about the company’s products, whether or not valid, may discourage consumers from buying the company’s products.

Item 1B.   Unresolved Staff Comments

None.

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Item 2.   Properties

The company’s principal executive offices and main research facilities are company-owned and located in Camden, New Jersey. The following table sets forth the company’s principal manufacturing facilities and the business segment that primarily uses each of the facilities:

Principal Manufacturing Facilities

Inside the U.S.		Outside the U.S.
California •   Dixon (USSM/USB) •   Sacramento (USSM/USB/ISMB) •   Stockton (USSM/USB) Connecticut •   Bloomfield (GBS) Florida •   Lakeland (GBS) Illinois •   Downers Grove (GBS) New Jersey •   South Plainfield (USSM/USB) •   East Brunswick (GBS) North Carolina •   Maxton (USSM/ISMB)	Ohio •   Napoleon (USSM/USB/NAFS/ ISMB) •   Willard (GBS) Pennsylvania •   Denver (GBS) •   Downingtown (GBS/NAFS) South Carolina •   Aiken (GBS) Texas •   Paris (USSM/USB/ISMB) Utah •   Richmond (GBS) Washington •   Everett (NAFS) Wisconsin •   Milwaukee (USSM)	Australia •   Huntingwood (GBS) •   Marleston (GBS) •   Shepparton (ISMB) •   Virginia (GBS) Belgium •   Puurs (ISMB) Canada •   Toronto (USSM/ ISMB/NAFS) France •   LePontet (ISMB) Germany •   Luebeck (ISMB)	Indonesia •   Jawa Barat (GBS) Malaysia •   Selangor Darul Ehsan (ISMB) Mexico •   Villagran (ISMB) Sweden •   Kristianstadt (ISMB)
USSM — U.S. Simple Meals USB — U.S. Beverages GBS — Global Baking and Snacking ISMB — International Simple Meals and Beverages NAFS — North America Foodservice

Each of the foregoing manufacturing facilities is company-owned, except that the Selangor Darul Ehsan, Malaysia, facility, and the East Brunswick, New Jersey, facility are leased. The company also operates retail bakery thrift stores in the United States and other plants, facilities and offices at various locations in the United States and abroad, including additional executive offices in Norwalk, Connecticut; Puurs, Belgium; and North Strathfield, Australia. The company is evaluating the transfer of ownership of the Kristianstadt, Sweden, facility to a third party in fiscal 2012 as part of a contract manufacturing arrangement. The Marshall, Michigan, facility was closed in fiscal 2011, and the Utrecht, Netherlands, facility was sold in fiscal 2011.

Management believes that the company’s manufacturing and processing plants are well maintained and are generally adequate to support the current operations of the businesses.

Item 3.   Legal Proceedings

None.

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Item 4.   Removed and Reserved

Executive Officers of the Company

The following list of executive officers as of September 15, 2011, is included as an item in Part III of this Form 10-K:

				Year First
				Appointed
				Executive
Name	Present Title	Age		Officer
Mark R. Alexander	Senior Vice President		47		2009
Irene Chang Britt	Senior Vice President		48		2010
Patrick J. Callaghan	Vice President		60		2007
Sean M. Connolly	Senior Vice President		46		2008
Anthony P. DiSilvestro	Senior Vice President — Finance		52		2004
Ellen Oran Kaden	Senior Vice President — Law and Government Affairs		59		1998
Denise M. Morrison	President and Chief Executive Officer		57		2003
B. Craig Owens	Senior Vice President — Chief Financial Officer and Chief Administrative Officer		57		2008
Nancy A. Reardon	Senior Vice President		58		2004
David R. White	Senior Vice President		56		2004

B. Craig Owens served as Executive Vice President and Chief Financial Officer of the Delhaize Group prior to joining the company in 2008. The company has employed Mark R. Alexander, Irene Chang Britt, Patrick J. Callaghan, Sean M. Connolly, Anthony P. DiSilvestro, Ellen Oran Kaden, Denise M. Morrison, Nancy A. Reardon, and David R. White in an executive or managerial capacity for at least five years.

There is no family relationship among any of the company’s executive officers or between any such officer and any director that is first cousin or closer. All of the executive officers were elected at the November 2010 meeting of the Board of Directors, and Denise M. Morrison was promoted to President and Chief Executive Officer at the June 2011 meeting.

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PART II

Item 5.   Market for Registrant’s Capital Stock, Related Shareowner Matters and Issuer Purchases of Equity Securities

Market for Registrant’s Capital Stock

The company’s capital stock is listed and principally traded on the New York Stock Exchange. On September 15, 2011, there were 25,210 holders of record of the company’s capital stock. Market price and dividend information with respect to the company’s capital stock are set forth in Note 20 to the Consolidated Financial Statements. Future dividends will be dependent upon future earnings, financial requirements and other factors.

Return to Shareowners* Performance Graph

The following graph compares the cumulative total shareowner return (TSR) on the company’s stock with the cumulative total return of the Standard & Poor’s Packaged Foods Index (the S&P Packaged Foods Group) and the Standard & Poor’s 500 Stock Index (the S&P 500). The graph assumes that $100 was invested on July 28, 2006, in each of company stock, the S&P Packaged Foods Group and the S&P 500, and that all dividends were reinvested. The total cumulative dollar returns shown on the graph represent the value that such investments would have had on July 29, 2011.

* Stock appreciation plus dividend reinvestment.

	2006		2007		2008		2009		2010		2011
Campbell		100		104		102		91		109		104
S&P 500		100		116		103		83		94		112
S&P Packaged Foods Group		100		114		118		108		126		152

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Issuer Purchases of Equity Securities

									Approximate
									Dollar Value of
							Total Number of		Shares that may yet
							Shares Purchased		be Purchased
	Total Number			Average			as Part of Publicly		Under the Plans or
	of Shares			Price Paid			Announced Plans or		Programs
Period	Purchased(1)			Per Share(2)			Programs(3)		($ in Millions)(3)
5/2/11 — 5/31/11		250,000	(4)	$	33.84	(4)		37,740	$	6
6/1/11 — 6/30/11		528,000	(5)	$	34.03	(5)		104,640	$	1,002
7/1/11 — 7/31/11		168,931	(6)	$	34.41	(6)		62,160	$	1,000
Total		946,931		$	34.05			204,540	$	1,000

(1)	Includes (i) 741,460 shares repurchased in open-market transactions to offset the dilutive impact to existing shareowners of issuances under the company’s stock compensation plans, and (ii) 931 shares owned and tendered by employees to satisfy tax withholding obligations on the vesting of restricted shares. Unless otherwise indicated, shares owned and tendered by employees to satisfy tax withholding obligations were purchased at the closing price of the company’s shares on the date of vesting.
(2)	Average price paid per share is calculated on a settlement basis and excludes commission.
(3)	During the fourth quarter of fiscal 2011, the company had two publicly announced share repurchase programs. Under the first program, which was announced on June 30, 2008, the company’s Board of Directors authorized the purchase of up to $1.2 billion of company stock through the end of fiscal 2011. The 2008 program was completed during the fourth quarter of fiscal 2011. Under the second program, which was announced on June 23, 2011, the company’s Board of Directors authorized the purchase of up to $1 billion of company stock. The 2011 program has no expiration date. In addition to the publicly announced share repurchase programs, the company expects to continue to purchase shares, under separate authorization, as part of its practice of buying back shares sufficient to offset shares issued under incentive compensation plans.
(4)	Includes 212,260 shares repurchased in open-market transactions at an average price of $33.84 to offset the dilutive impact to existing shareowners of issuances under the company’s stock compensation plans.
(5)	Includes 423,360 shares repurchased in open-market transactions at an average price of $34.05 to offset the dilutive impact to existing shareowners of issuances under the company’s stock compensation plans.
(6)	Includes (i) 105,840 shares repurchased in open-market transactions at an average price of $34.41 to offset the dilutive impact to existing shareowners of issuances under the company’s stock compensation plans, and (ii) 931 shares owned and tendered by employees at an average price per share of $34.65 to satisfy tax withholding requirements on the vesting of restricted shares.

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Item 6.   Selected Financial Data

FIVE-YEAR REVIEW — CONSOLIDATED

Fiscal Year	2011(1)		2010(2)		2009(3)		2008(4)		2007(5)
	(Millions, except per share amounts)
Summary of Operations
Net sales	$	7,719	$	7,676	$	7,586	$	7,998	$	7,385
Earnings before interest and taxes		1,279		1,348		1,185		1,098		1,243
Earnings before taxes		1,168		1,242		1,079		939		1,099
Earnings from continuing operations		802		844		732		671		792
Earnings from discontinued operations		—		—		4		494		62
Net earnings		802		844		736		1,165		854
Net earnings attributable to Campbell Soup Company		805		844		736		1,165		854
Financial Position
Plant assets — net	$	2,103	$	2,051	$	1,977	$	1,939	$	2,042
Total assets		6,862		6,276		6,056		6,474		6,445
Total debt		3,084		2,780		2,624		2,615		2,669
Total equity		1,096		929		731		1,321		1,298
Per Share Data
Earnings from continuing operations attributable to Campbell Soup Company — basic	$	2.44	$	2.44	$	2.05	$	1.77	$	2.02
Earnings from continuing operations attributable to Campbell Soup Company — assuming dilution		2.42		2.42		2.03		1.75		1.99
Net earnings attributable to Campbell Soup Company — basic		2.44		2.44		2.06		3.06		2.18
Net earnings attributable to Campbell Soup Company — assuming dilution		2.42		2.42		2.05		3.03		2.14
Dividends declared		1.145		1.075		1.00		0.88		0.80
Other Statistics
Capital expenditures	$	272	$	315	$	345	$	298	$	334
Weighted average shares outstanding — basic		326		340		352		373		386
Weighted average shares outstanding — assuming dilution		329		343		354		377		392

In the first quarter of fiscal 2010, the company adopted and retrospectively applied new accounting guidance related to a noncontrolling interest in a subsidiary. The guidance requires a noncontrolling interest in a subsidiary to be classified as a separate component of total equity.

In the first quarter of fiscal 2010, the company adopted and retrospectively applied new accounting guidance related to the calculation of earnings per share. The retrospective application of the provision resulted in the following reductions to basic and diluted earnings per share:

	2009						2008						2007
	Basic			Diluted			Basic			Diluted			Basic			Diluted
Earnings from continuing operations attributable to Campbell Soup Company	$	(.03	)	$	(.01	)	$	(.03	)	$	(.01	)	$	(.03	)	$	(.01	)
Net earnings attributable to Campbell Soup Company	$	(.03	)	$	(.01	)	$	(.06	)	$	(.03	)	$	(.03	)	$	(.02	)

	(All per share amounts below are on a diluted basis)
	The 2008 fiscal year consisted of fifty-three weeks. All other periods had fifty-two weeks.
(1)	The 2011 earnings from continuing operations were impacted by a restructuring charge of $41 million ($.12 per share) associated with initiatives announced in June 2011 to improve supply chain efficiency, reduce overhead costs across the organization and exit the Russian market.

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(2)	The 2010 earnings from continuing operations were impacted by the following: a restructuring charge of $8 million ($.02 per share) for pension benefit costs associated with the 2008 initiatives to improve operational efficiency and long-term profitability and $10 million ($.03 per share) to reduce deferred tax assets as a result of the U.S. health care legislation enacted in March 2010.
(3)	The 2009 earnings from continuing operations were impacted by the following: an impairment charge of $47 million ($.13 per share) related to certain European trademarks and $15 million ($.04 per share) of restructuring-related costs associated with the 2008 initiatives to improve operational efficiency and long-term profitability. The 2009 results of discontinued operations represented a $4 million ($.01 per share) tax benefit related to the sale of the Godiva Chocolatier business.
(4)	The 2008 earnings from continuing operations were impacted by the following: a $107 million ($.28 per share) restructuring charge and related costs associated with initiatives to improve operational efficiency and long-term profitability and a $13 million ($.03 per share) benefit from the favorable resolution of a tax contingency. The 2008 results of discontinued operations included a $462 million ($1.20 per share) gain from the sale of the Godiva Chocolatier business.
(5)	The 2007 earnings from continuing operations were impacted by the following: a $13 million ($.03 per share) benefit from the reversal of legal reserves due to favorable results in litigation; a $25 million ($.06 per share) benefit from a tax settlement of bilateral advance pricing agreements; and a $14 million ($.04 per share) gain from the sale of an idle manufacturing facility. The 2007 results of discontinued operations included a $24 million ($.06 per share) gain from the sale of the businesses in the United Kingdom and Ireland and a $7 million ($.02 per share) tax benefit from the resolution of audits in the United Kingdom.
	Five-Year Review should be read in conjunction with the Notes to Consolidated Financial Statements.

Item 7.   Management’s Discussion and Analysis of Financial Condition and Results of Operations

Overview

Description of the Company

Campbell Soup Company is a global manufacturer and marketer of high-quality, branded convenience food products. Commencing with the fourth quarter of fiscal 2011, the company reports the results of operations in the following reportable segments: U.S. Simple Meals; U.S. Beverages; Global Baking and Snacking; International Simple Meals and Beverages; and North America Foodservice. Segment results of prior periods were modified to conform to the current presentation. See Note 6 to the Consolidated Financial Statements for additional information on segments.

Key Strategies

In fiscal 2011, management and the Board of Directors conducted a comprehensive review of the company’s recent performance and business strategies. In July 2011, the company announced a new strategic framework focused on expansion of its brand and product platforms in its three core categories of simple meals, healthy beverages and baked snacks. The new framework is centered on three growth strategies:

•  Stabilize and then profitably grow the company’s North America soup and simple meals business.

•  Expand the company’s international presence.

•  Continue to drive growth in the company’s healthy beverages and baked snacks businesses.

The new growth strategies are intended to accelerate profitable net sales growth and build the foundation for delivery of sustainable above-average total shareholder returns.

Implementation of the company’s new strategic framework will require substantial investment in 2012 to extend product platforms, re-invigorate consumer-focused marketing to expand the equities of its core brands, and drive global expansion. The company expects that these investments will negatively affect financial performance in 2012, but set the stage for profitable growth in 2013 and beyond.

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The company is taking a number of steps to stabilize and then revitalize its soup and simple meals business in North America. In the first half of fiscal 2011, the company increased promotional support for its North America soup and simple meals business. This increased support did not deliver anticipated volume gains. Going forward, marketing investment in soup and simple meals will be rebalanced toward a greater emphasis on consumer brand building, with the recognition that this shift may have a short-term negative impact on volume. While it will continue to invest in advertising and innovation focused on maintaining the vitality of existing product lines, the company will devote a greater proportion of its research and development resources than in past years to innovation designed to expand its product platforms and packaging formats in the simple meals category and to reach new consumers and new usage occasions. In the area of health and wellness, the company will emphasize consumer choice. It will continue to offer a significant variety of products to meet the needs of consumers for whom lower sodium is a dietary priority. It will also offer other product propositions intended to appeal to consumers with a variety of health and wellness concerns.

The company plans to expand its presence in international markets by extending its product platforms in its existing categories in its current businesses in Europe and Asia Pacific, and by pursuing growth opportunities in fast-growing markets in Asia and Latin America. The company anticipates that its expansion into new markets will be anchored in external development, with transactions that may include both acquisitions and strategic alliances such as joint ventures and other strategic partnerships. In the People’s Republic of China, it will continue to focus on building a soup and simple meals business through the joint venture with Swire Pacific Limited announced in January 2011.

In its healthy beverages business, the company will leverage its differentiating capabilities in the area of fruit and vegetable nutrition to pursue innovation in fast-growing product segments, such as energy drinks and juices, and seek to expand the business in geographies outside of the United States. Growth in baked snacks will be fueled by continuing innovation in adjacent product segments and categories and expanded consumer support. On July 12, 2011, the company announced plans to enhance its innovation capabilities in baked snacks by building a new 34,000-square-foot innovation center at the headquarters of its Pepperidge Farm business in Norwalk, Connecticut.

Executive Summary

This Executive Summary provides significant highlights from the discussion and analysis that follows.

•  Net sales increased 1% in 2011 to $7.719 billion.

•  Gross profit, as a percent of sales, decreased to 40.2% from 41.0% a year ago.

•  Net earnings per share were $2.42 in 2011 and 2010. The current year included $.12 per share of expense from items that impacted comparability. The prior year included $.05 per share of expense from items that impacted comparability, as discussed below.

•  For 2011, cash from operations increased from $1.057 billion a year ago to $1.142 billion.

Net earnings attributable to Campbell Soup Company — 2011 Compared with 2010

The following items impacted the comparability of net earnings and net earnings per share:

•  In the fourth quarter of fiscal 2011, the company announced a series of initiatives to improve supply chain efficiency and reduce overhead costs across the organization to help fund plans to drive the growth of the business. The company also announced its intent to exit the Russian market. In the fourth quarter of fiscal 2011, the company recorded a restructuring charge of $63 million ($41 million after tax or $.12 per share) related to these initiatives. See Note 7 to the Consolidated Financial Statements and “Restructuring Charges” for additional information;

•  In the third quarter of fiscal 2010, the company recorded a restructuring charge of $12 million ($8 million after tax or $.02 per share) for pension benefit costs related to the 2008 initiatives to improve operational efficiency and long-term profitability. See Note 7 to the Consolidated Financial Statements and “Restructuring Charges” for additional information; and

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•  In the third quarter of fiscal 2010, the company recorded deferred tax expense of $10 million, or $.03 per share, to reduce deferred tax assets as a result of the U.S. health care legislation enacted in March 2010. The law changed the tax treatment of subsidies to companies that provide prescription drug benefits to retirees.

The items impacting comparability are summarized below:

	2011						2010
	Earnings			EPS			Earnings			EPS
	Impact			Impact			Impact			Impact
	(Millions, except per share amounts)
Net earnings	$	805		$	2.42		$	844		$	2.42
Restructuring charges	$	(41	)	$	(.12	)	$	(8	)	$	(.02	)
Deferred tax expense from U.S. health care legislation		—			—			(10	)		(.03	)
Impact of significant items on net earnings	$	(41	)	$	(.12	)	$	(18	)	$	(.05	)

Net earnings were $805 million ($2.42 per share) in 2011 and $844 million ($2.42 per share) in 2010. After adjusting for the items impacting comparability, net earnings decreased in 2011 primarily due to a decline in gross margin percentage and lower sales volume, partly offset by lower marketing expenses and the impact of currency. After adjusting for items impacting comparability, earnings per share increased in 2011 due to a reduction in the weighted average diluted shares outstanding, primarily due to share repurchases under the company’s strategic share repurchase program.

Net earnings (loss) attributable to noncontrolling interests

The company owns a 60% controlling interest in a joint venture formed with Swire Pacific Limited to support the development of the company’s business in China. The joint venture began operations on January 31, 2011, the beginning of the third fiscal quarter. The noncontrolling interest’s share in the net loss was included in Net earnings (loss) attributable to noncontrolling interests in the Consolidated Statements of Earnings.

The company also owns a 70% controlling interest in a Malaysian manufacturing company. Historically, the earnings attributable to the noncontrolling interest were less than $1 million annually and were previously included in Other expenses/(income) in the Consolidated Statements of Earnings. Beginning in the third quarter of fiscal 2011, the earnings attributable to the noncontrolling interest were included in Net earnings (loss) attributable to noncontrolling interests in the Consolidated Statements of Earnings. The earnings were not material in 2011.

Net earnings attributable to Campbell Soup Company — 2010 Compared with 2009

Net earnings were $844 million ($2.42 per share) in 2010 and $736 million ($2.05 per share) in 2009.

In addition to the 2010 items that impacted the comparability of net earnings and net earnings per share previously disclosed, the following items also impacted comparability:

Continuing Operations

•  In fiscal 2009, the company recorded pre-tax restructuring-related costs of $22 million ($15 million after tax or $.04 per share) in Cost of products sold related to the previously announced initiatives to improve operational efficiency and long-term profitability. See Note 7 to the Consolidated Financial Statements and “Restructuring Charges” for additional information; and

•  In the fourth quarter of fiscal 2009, as part of the company’s annual review of intangible assets, an impairment charge of $67 million ($47 million after tax or $.13 per share) was recorded in Other expense/(income) related to certain European trademarks, including Heisse Tasse, Blå Band and Royco, used in the International Simple Meals and Beverages segment. See Note 5 to the Consolidated Financial Statements for additional information.

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Discontinued Operations

•  In the second quarter of fiscal 2009, the company recorded a $4 million tax benefit ($.01 per share) related to the sale of the Godiva Chocolatier business.

The items impacting comparability are summarized below:

	2010						2009
	Earnings			EPS			Earnings			EPS
	Impact			Impact			Impact			Impact
	(Millions, except per share amounts)
Earnings from continuing operations	$	844		$	2.42		$	732		$	2.03
Earnings from discontinued operations	$	—		$	—		$	4		$	.01
Net earnings(1)	$	844		$	2.42		$	736		$	2.05
Continuing operations:
Deferred tax expense from U.S. health care legislation	$	(10	)	$	(.03	)	$	—		$	—
Restructuring charges and related costs		(8	)		(.02	)		(15	)		(.04	)
Impairment charge		—			—			(47	)		(.13	)
Discontinued operations:
Tax benefit from the sale of Godiva Chocolatier business	$	—		$	—		$	4		$	.01
Impact of significant items on net earnings	$	(18	)	$	(.05	)	$	(58	)	$	(.16	)

(1) The sum of the individual per share amounts does not equal due to rounding.

Earnings from continuing operations were $844 million in 2010 ($2.42 per share) and $732 million ($2.03 per share) in 2009. After adjusting for the items impacting comparability, Earnings from continuing operations increased primarily due to improved gross margin performance and the impact of currency, partially offset by lower sales volume. Earnings per share from continuing operations benefited from a reduction in the weighted average diluted shares outstanding, which was primarily due to share repurchases under the company’s strategic share repurchase program.

Earnings from discontinued operations of $4 million in 2009 represented an adjustment to the tax liability associated with the sale of the Godiva Chocolatier business.

Discussion and Analysis

Sales

An analysis of net sales by reportable segment follows:

							% Change
	2011		2010		2009		2011/2010			2010/2009
	(Millions)
U.S. Simple Meals	$	2,751	$	2,938	$	3,049		(6	)		(4	)
U.S. Beverages		759		762		735		—			4
Global Baking and Snacking		2,156		1,975		1,846		9			7
International Simple Meals and Beverages		1,463		1,423		1,357		3			5
North America Foodservice		590		578		599		2			(4	)
	$	7,719	$	7,676	$	7,586		1			1

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An analysis of percent change of net sales by reportable segment follows:

							Global			International
	U.S.						Baking			Simple			North
	Simple			U.S.			and			Meals and			America
	Meals			Beverages			Snacking			Beverages			Foodservice			Total
2011 versus 2010
Volume and Mix		(5	)%		2	%		3	%		—	%		(1	)%		(1	) %
Price and Sales Allowances		—			—			2			—			—			1
(Increased)/Decreased Promotional Spending(1)		(1	)		(2	)		(1	)		(1	)		2			(1	)
Currency		—			—			5			4			1			2
		(6	)%		—	%		9	%		3	%		2	%		1	%

							Global			International
	U.S.						Baking			Simple			North
	Simple			U.S.			and			Meals and			America
	Meals			Beverages			Snacking			Beverages			Foodservice			Total
2010 versus 2009
Volume and Mix		(3	)%		6	%		2	%		(1	)%		(5	)%		(1	)%
Price and Sales Allowances		1			1			1			2			1			1
Increased Promotional Spending(1)		(2	)		(3	)		(3	)		(2	)		(1	)		(2	)
Divestitures/Acquisitions		—			—			1			(1	)		—			—
Currency		—			—			6			7			1			3
		(4	)%		4	%		7	%		5	%		(4	)%		1	%

(1) Represents revenue reductions from trade promotion and consumer coupon redemption programs.

In 2011, U.S. Simple Meals sales decreased 6%. U.S. soup sales decreased 6% reflecting an overall weak economy; a challenging competitive environment in the U.S. food industry; changes in buying patterns among U.S. shoppers, particularly in “stock up” purchase behavior; and lower levels of product innovation. In this retail environment, the company’s high levels of promotional support during the first half of the year did not deliver anticipated volume gains.

•  Sales of Campbell’s condensed soups declined 4% primarily due to declines in eating varieties. Sales of eating varieties were negatively impacted by promotional discounting in ready-to-serve soups.

•  Sales of ready-to-serve soups decreased 9% with declines in both canned and microwavable varieties.

•  Broth sales decreased 1%.

Sales of Prego pasta sauce and Pace Mexican sauce declined due to increased competitive activities.

In 2010, U.S. Simple Meals sales decreased 4%. U.S. soup sales decreased 4%, due to the following:

•  Sales of Campbell’s condensed soups declined 2%, as declines in eating varieties were partially offset by gains in cooking varieties.

•  Sales of ready-to-serve soups decreased 9% with declines in both canned and microwavable varieties.

•  Broth sales increased 3% reflecting benefits from growth of in-home eating occasions and consumer demand for 100% natural product offerings.

Prego pasta sauce sales increased, reflecting growth of Prego Heart Smart varieties, while Pace Mexican sauce sales declined.

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In 2011, U.S. Beverages sales were comparable to 2010 as increased volume was offset by higher promotional spending. Promotional spending was increased to be more competitive with other beverages. Sales of V8 Splash juice drinks and V8 V-Fusion juice increased, while sales of V8 vegetable juice declined.

In 2010, U.S. Beverages sales increased 4% primarily due to higher sales of V8 V-Fusion juice and gains in V8 Splash juice drinks, partly offset by lower sales of V8 vegetable juice. V8 V-Fusion juice sales increased double digits due to increased advertising and new item launches.

In 2011, Global Baking and Snacking sales increased 9% as both Pepperidge Farm and Arnott’s achieved volume gains and also benefited from higher selling prices. Pepperidge Farm sales increased primarily due to growth in Goldfish snack crackers and bakery products, including whole-grain bread. In Arnott’s, sales increased primarily due to currency, as well as gains in Shapes, Cruskits, and Vita-Weat savory crackers, and chocolate biscuits.

In 2010, Global Baking and Snacking sales increased 7% primarily due to currency. Pepperidge Farm sales were comparable to 2009, as the additional sales from the acquisition of Ecce Panis, Inc. and volume gains were offset by increased promotional spending. Arnott’s sales increased due to currency and growth in Tim Tam chocolate biscuits and Shapes savory crackers.

In 2011, International Simple Meals and Beverages sales increased 3%, primarily due to currency. In Europe, sales declined due to currency. In Asia Pacific, sales increased primarily due to currency and volume-driven gains in Australia. In Canada, sales increased due to currency and volume gains, partially offset by increased promotional spending on soup products to be more competitive with other simple meal products. Sales in Latin America declined.

In 2010, International Simple Meals and Beverages sales increased 5% primarily due to currency, partly offset by the divestiture of the company’s French sauce and mayonnaise business in September 2008. In Europe, sales declined, reflecting lower sales in Germany and the impact of the divestiture, partly offset by the impact of currency. In Asia Pacific, sales increased due to currency and volume-driven gains in Japan, Australia and Malaysia. In Canada, sales increased due to currency, partially offset by lower sales volume of ready-to-serve soups.

In 2011, North America Foodservice sales increased 2% primarily due to gains in refrigerated soup.

In 2010, North America Foodservice sales declined 4% primarily due to weakness in the food service sector.

Gross Profit

Gross profit, defined as Net sales less Cost of products sold, decreased by $47 million in 2011 from 2010 and increased by $122 million in 2010 from 2009. As a percent of sales, gross profit was 40.2% in 2011, 41.0% in 2010, and 39.9% in 2009.

The 0.8-percentage-point decrease in gross margin percentage in 2011 was due to the following factors:

	Margin Impact
Cost inflation and other factors, including higher plant costs		(2.2	)
Higher level of promotional spending		(0.7	)
Mix		(0.2	)
Productivity improvements		1.9
Higher selling prices		0.4
		(0.8	)

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The 1.1-percentage-point increase in gross margin percentage in 2010 was due to the following factors:

	Margin Impact
Productivity improvements		2.1
Higher selling prices		0.8
Costs in 2009 related to the initiatives to improve operational efficiency and long-term profitability		0.3
Mix		0.1
Higher level of promotional spending		(1.2	)
Cost inflation and other factors		(1.0	)
		1.1

Marketing and Selling Expenses

Marketing and selling expenses as a percent of sales were 13.0% in 2011, 13.8% in 2010, and 14.2% in 2009. Marketing and selling expenses decreased 5% in 2011 from 2010. The decrease was primarily due to lower advertising expenses (approximately 3 percentage points); lower selling expenses (approximately 2 percentage points); and lower other marketing expenses (approximately 2 percentage points), partly offset by the impact of currency (approximately 2 percentage points). Marketing and selling expenses decreased 2% in 2010 from 2009. The decrease was primarily due to lower advertising and consumer promotion costs (approximately 3 percentage points) and lower marketing expenses (approximately 1 percentage point), partially offset by the impact of currency (approximately 2 percentage points). The lower advertising expenses in 2010 reflected a reduction in media rates and a shift to trade promotion in many of the businesses.

Administrative Expenses

Administrative expenses as a percent of sales were 7.9% in 2011 and in 2010, and 7.8% in 2009. Administrative expenses increased by 1% in 2011 from 2010 primarily due to an increase in pension and health care benefit costs (approximately 2 percentage points); the impact of currency (approximately 2 percentage points); and costs associated with the corporate headquarters facility (approximately 1 percentage point), partially offset by lower compensation costs (approximately 2 percentage points) and cost management efforts and other factors (approximately 2 percentage points). Administrative expenses increased by 2% in 2010 from 2009, primarily due to the impact of currency (approximately 2 percentage points); an increase in compensation and benefit costs, including pension expense (approximately 2 percentage points), partially offset by the company’s cost management efforts and other factors (approximately 2 percentage points).

Research and Development Expenses

Research and development expenses increased $6 million or 5% in 2011 from 2010. The increase was primarily due to costs associated with an ongoing initiative to simplify the soup-making process and product innovation in North America (approximately 2 percentage points); costs associated with a global baked snacks initiative (approximately 2 percentage points), and the impact of currency (approximately 2 percentage points), partly offset by costs savings initiatives (approximately 1 percentage point). Research and development expenses increased $9 million or 8% in 2010 from 2009. The increase was primarily due to an increase in compensation and benefit costs (approximately 4 percentage points); costs associated with an initiative to simplify the soup-making process in North America (approximately 2 percentage points); and the impact of currency (approximately 2 percentage points).

Other Expenses/(Income)

Other expense in 2011 included a $3 million impairment charge associated with the Heisse Tasse trademark used in the International Simple Meals and Beverages segment. The charge was recorded as a result of the company’s annual review of intangible assets. See Note 5 to the Consolidated Financial Statements.

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Other expense in 2009 included a $67 million impairment charge associated with certain European trademarks, including Heisse Tasse, Blå Band and Royco. The charge was recorded as a result of the company’s annual review of intangible assets and was reflected in the International Simple Meals and Beverages segment. See Note 5 to the Consolidated Financial Statements.

Operating Earnings

Segment operating earnings decreased 1% in 2011 from 2010 and increased 13% in 2010 from 2009. The 2009 results included a $67 million impairment charge.

An analysis of operating earnings by reportable segment follows:

										% Change
	2011			2010			2009			2011/2010			2010/2009
				(Millions)
U.S. Simple Meals	$	657		$	737		$	749			(11	)		(2	)
U.S. Beverages		182			206			178			(12	)		16
Global Baking and Snacking		355			322			265			10			22
International Simple Meals and Beverages(1)		185			161			69			15			133
North America Foodservice		82			55			53			49			4
Segment operating earnings		1,461			1,481			1,314			(1	)		13
Unallocated corporate expenses		(119	)		(121	)		(107	)
Restructuring charges and related costs(2)		(63	)		(12	)		(22	)
Earnings before interest and taxes	$	1,279		$	1,348		$	1,185

(1)	The International Simple Meals and Beverages segment included a $67 million impairment charge in 2009 on certain European trademarks. See Note 5 to the Consolidated Financial Statements for additional information.
(2)	See Note 7 to the Consolidated Financial Statements for additional information on restructuring charges and related costs. Beginning in 2011, segment operating performance is evaluated excluding restructuring charges. Prior periods were modified to conform to the current presentation. See Note 6 to the Consolidated Financial Statements.

Earnings from U.S. Simple Meals decreased 11% in 2011 versus 2010. The decline was primarily due to lower sales and a reduced gross margin percentage, partially offset by lower marketing and selling expenses. In the first half of 2011, in response to the overall competitive environment, the company maintained higher levels of promotional support, which did not deliver anticipated volume gains.

Earnings from U.S. Simple Meals decreased 2% in 2010 versus 2009. The decrease was due to a decline in U.S. Soup, resulting from lower sales, partly offset by lower advertising costs. Earnings from U.S. Sauces increased primarily due to an improvement in gross margin percentage and lower advertising costs, partially offset by lower sales.

Earnings from U.S. Beverages decreased 12% in 2011 versus 2010 primarily due to increased promotional spending.

Earnings from U.S. Beverages increased 16% in 2010 versus 2009 primarily due to an improvement in gross margin percentage and higher sales.

Earnings from Global Baking and Snacking increased 10% in 2011 versus 2010. The increase was primarily due to the impact of currency and volume-driven growth in both Pepperidge Farm and Arnott’s.

Earnings from Global Baking and Snacking increased 22% in 2010 versus 2009. The increase in operating earnings was due to the impact of currency and earnings growth in Pepperidge Farm and Arnott’s.

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Earnings from International Simple Meals and Beverages increased to $185 million in 2011 from $161 million in 2010. The increase was primarily due to growth in the Asia Pacific region, the impact of currency and reduced investment in Russia.

Earnings from International Simple Meals and Beverages increased to $161 million in 2010 from $69 million in 2009. Earnings in 2009 included a $67 million impairment charge on certain European trademarks, including Heisse Tasse, Blå Band and Royco. Excluding the impairment charge, the increase in operating earnings was primarily due to the impact of currency and growth in the businesses in Europe as well as Asia Pacific, partially offset by declines in Canada.

Earnings from North America Foodservice increased to $82 million in 2011 from $55 million in 2010 primarily due to reduced promotional spending, productivity improvements in excess of inflation, and lower administrative expense.

Earnings from North America Foodservice increased to $55 million in 2010 from $53 million in 2009 due primarily to cost reduction efforts.

Unallocated corporate expenses decreased $2 million from $121 million in 2010 to $119 million in 2011.

Unallocated corporate expenses increased from $107 million in 2009 to $121 million in 2010. The increase was primarily due to foreign exchange gains recorded in 2009 and higher equity-related benefit costs in 2010.

Interest Expense/Income

Interest expense increased to $122 million in 2011 from $112 million in 2010 primarily due to an increase in fixed-rate debt and higher debt levels. Interest income increased to $11 million in 2011 from $6 million in 2010 primarily due to higher levels of cash and cash equivalents.

Interest expense increased to $112 million in 2010 from $110 million in 2009 primarily due to an increase in fixed-rate debt and higher average debt levels, partially offset by lower average short-term rates. Interest income increased to $6 million in 2010 from $4 million in 2009 primarily due to higher levels of cash and cash equivalents.

Taxes on Earnings

The effective tax rate was 31.3% in 2011, 32.0% in 2010, and 32.2% in 2009. The reduction in the effective tax rate in 2011 from 2010 was primarily due to $10 million of deferred tax expense recognized in 2010 as a result of the enactment of U.S. health care legislation. The law changed the tax treatment of subsidies to companies that provide prescription drug benefits to retirees. The company recorded the adjustment to reduce the value of the deferred tax asset associated with the subsidy.

In addition to the deferred tax expense recognized in 2010 related to the enactment of health care legislation, the change in the effective tax rate from 2009 to 2010 was impacted by additional tax expense in 2009 associated with the repatriation of foreign earnings.

Restructuring Charges

2011 Initiatives

On June 28, 2011, the company announced a series of initiatives to improve supply chain efficiency and reduce overhead costs across the organization to help fund plans to drive the growth of the business. The company also announced its intent to exit the Russian market. The company expects to eliminate approximately 750 positions in connection with these initiatives. Details of the plans include:

•  In Australia, the company will invest in a new system to automate packing operations at its biscuit plant in Virginia. This investment will occur over an 18-month period and will result in the elimination of approximately 190 positions, subject to union and employee consultations. Further, the company will improve asset utilization in the U.S. by shifting production of ready-to-serve soups from Paris, Texas, to other facilities in 2012. In addition, the manufacturing facility in Marshall, Michigan, was closed in 2011,

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and manufacturing of Campbell’s Soup at Hand microwavable products will be consolidated at the Maxton, North Carolina, plant in 2012.

•  The company streamlined its salaried workforce by approximately 510 positions around the world, including approximately 130 positions at its world headquarters in Camden, New Jersey. These actions were substantially completed in 2011. As part of this initiative, the company outsourced a larger portion of its U.S. retail merchandising activities to its current retail sales agent, Acosta Sales and Marketing, and eliminated approximately 190 positions. The company expects that this action will enhance merchandising effectiveness and coverage for its U.S. customers.

•  In connection with exiting the Russian market, the company will eliminate approximately 50 positions. The exit process commenced in 2011 and is expected to be completed in fiscal 2012.

In 2011, the company recorded a restructuring charge of $63 million ($41 million after tax or $.12 per share) related to these initiatives. A summary of the pre-tax charge and remaining costs associated with the initiatives is as follows:

						Remaining
	Total		Recognized			Costs to be
	Program		as of July 31, 2011			Recognized
	(Millions)
Severance pay and benefits	$	40	$	(37	)	$	3
Asset impairment/accelerated depreciation		25		(22	)		3
Other exit costs		10		(4	)		6
Total	$	75	$	(63	)	$	12

Of the aggregate $75 million of pre-tax costs, the company expects approximately $50 million will be cash expenditures, the majority of which will be spent in 2012. In addition, the company expects to invest approximately $40 million in capital expenditures in connection with the actions. The cash outflows related to these programs are not expected to have a material adverse impact on the company’s liquidity. The initiatives are expected to be completed by the end of fiscal 2013.

The initiatives included in this program are expected to generate annual pre-tax cash savings of approximately $60 million beginning in fiscal 2012 and increasing to approximately $70 million in fiscal 2014.

The total pre-tax costs of $75 million associated with each segment are expected to be as follows: U.S. Simple Meals — $33 million, U.S. Beverages — $3 million, Global Baking and Snacking — $15 million, International Simple Meals and Beverages — $18 million, North America Foodservice — $1 million, and Corporate — $5 million. Segment operating results do not include restructuring charges as segment performance is evaluated excluding such charges.

2008 Initiatives

On April 28, 2008, the company announced a series of 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.

As a result of these initiatives, in 2009, the company recorded approximately $22 million ($15 million after tax or $.04 per share) of costs in Cost of products sold. Approximately $17 million ($12 million after tax) of the costs represented accelerated depreciation on property, plant and equipment; approximately $4 million ($2 million after tax) related to other exit costs; and approximately $1 million related to employee severance and benefit costs, including other pension charges.

As a result of these initiatives, in 2010, the company recorded a restructuring charge of $12 million ($8 million after tax or $.02 per share) for pension benefit costs, which represented the final costs associated with the 2008 initiatives.

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Details of the impact of the initiatives on fiscal 2010 and 2009 results are as follows:

•  In April 2008, as part of the initiatives, the company announced plans to close the Listowel, Ontario, Canada food plant. The Listowel facility produced primarily frozen products, including soup, entrees, and Pepperidge Farm products, as well as ramen noodles. The facility employed approximately 500 people. The company closed the facility in April 2009. Production was transitioned to its network of North American contract manufacturers and to its Downingtown, Pennsylvania, plant. In connection with this action in 2009, the company recorded $1 million of employee severance and benefit costs, including other pension charges; $16 million ($11 million after tax) in accelerated depreciation of property, plant and equipment; and $2 million ($1 million after tax) of other exit costs. In 2010, the company recorded a restructuring charge of $12 million ($8 million after tax) for pension benefit costs, which represented the final costs associated with the initiatives.

•  In April 2008, as part of the initiatives, the company also announced plans to discontinue the private label biscuit and industrial chocolate production at its Miranda, Australia, facility. The company closed the Miranda facility, which employed approximately 150 people, in the second quarter of 2009. In connection with this action in 2009, the company recorded $1 million in accelerated depreciation of property, plant and equipment and $2 million ($1 million after tax) of other exit costs.

In aggregate, the company incurred pre-tax costs of $216 million in 2008 through 2010 associated with the initiatives. Approximately $40 million of the costs were cash expenditures, the majority of which was spent in 2009.

In aggregate, the company incurred pre-tax costs of $216 million in 2008 through 2010 by segment as follows: Global Baking and Snacking — $147 million, International Simple Meals and Beverages — $9 million and North America Foodservice — $60 million.

See Note 7 to the Consolidated Financial Statements for additional information.

Discontinued Operations

On March 18, 2008, the company completed the sale of its Godiva Chocolatier business for $850 million, pursuant to a Stock Purchase Agreement dated December 20, 2007. The purchase price was subject to certain post-closing adjustments, which resulted in an additional $20 million of proceeds. In fiscal 2009, the company recognized a $4 million tax benefit as a result of an adjustment to the tax liability associated with the sale.

Liquidity and Capital Resources

The company expects that foreseeable liquidity and capital resource requirements, including cash outflows to repurchase shares, pay dividends and fund pension plan contributions, will be met through anticipated cash flows from operations; long-term borrowings under its shelf registration statement; short-term borrowings, including commercial paper; and cash and cash equivalents. Over the last three years, operating cash flows totaled approximately $3.4 billion. This cash-generating capability provides the company with substantial financial flexibility in meeting its operating and investing needs. The company expects that its sources of financing are adequate to meet its future liquidity and capital resource requirements. The cost and terms of any future financing arrangements may be negatively impacted by capital and credit market disruptions and will depend on the market conditions and the company’s financial position at the time.

The company generated cash from operations of $1.142 billion in 2011, compared to $1.057 billion in 2010. The increase was primarily due to lower pension contributions and higher cash earnings, partially offset by higher working capital requirements.

The company generated cash from operations of $1.057 billion in 2010, compared to $1.166 billion in 2009. The decline was primarily due to a $260 million contribution to a U.S. pension plan in 2010, partially offset by improvements in working capital requirements.

Capital expenditures were $272 million in 2011, $315 million in 2010, and $345 million in 2009. Capital expenditures are expected to total approximately $325 million in 2012. Capital expenditures in 2011 included the expansion of beverage capacity (approximately $6 million); the ongoing implementation of SAP (approximately

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$13 million); expenditures at the company’s corporate headquarters (approximately $6 million); Pepperidge Farm’s new 34,000-square-foot innovation center (approximately $5 million); expansion of Pepperidge Farm’s production capacity (approximately $5 million) and a number of infrastructure projects in the U.S. supply chain (approximately $31 million). Capital expenditures in 2010 included expansion and enhancements of the company’s corporate headquarters (approximately $36 million); expansion of Arnott’s production capacity (approximately $21 million); the ongoing implementation of SAP in Australia and New Zealand (approximately $15 million) and expansion of Pepperidge Farm’s production capacity (approximately $14 million). Capital expenditures in 2009 included expansion of the U.S. beverage production capacity (approximately $54 million) and expansion and enhancements of the company’s corporate headquarters (approximately $20 million).

Business acquired, as presented in the Statements of Cash Flows, represented the acquisition of the Ecce Panis, Inc. business in the fourth quarter of 2009.

Net cash used in investing activities in 2009 included $38 million of proceeds from the sale of the sauce and mayonnaise business in France, net of cash divested.

Long-term borrowings in 2011 included the issuance in April of $500 million of 4.25% notes which mature on April 15, 2021. Long-term borrowings in 2010 included the issuance in July of $400 million of 3.05% notes that mature in July 2017. Long-term borrowings in 2009 included the issuance in January of $300 million of 4.5% notes that mature in February 2019 and the issuance in July of $300 million of 3.375% notes that mature in August 2014. The net proceeds from these issuances were used for the repayment of commercial paper borrowings and for other general corporate purposes.

Dividend payments were $378 million in 2011, $365 million in 2010, and $350 million in 2009. Annual dividends declared in 2011 were $1.145 per share, $1.075 per share in 2010, and $1.00 per share in 2009. The 2011 fourth quarter rate was $0.29 per share.

Excluding shares owned and tendered by employees to satisfy tax withholding requirements on the vesting of restricted shares and for stock option exercises, the company repurchased 21 million shares at a cost of $728 million during 2011. Approximately 16 million of the shares repurchased in 2011 were repurchased pursuant to the company’s June 2008 publicly announced share repurchase program. Under this program, the company’s Board of Directors authorized the purchase of up to $1.2 billion of company stock through the end of fiscal 2011. This program was completed in fiscal 2011. In June 2011, the company’s Board of Directors authorized the purchase of up to $1 billion of company stock. This program has no expiration date. In addition to these publicly announced share repurchase programs, the company also purchased shares to offset the impact of dilution from shares issued under the company’s stock compensation plans. The company expects to continue this practice in the future. See “Market for Registrant’s Capital Stock, Related Shareowner Matters and Issuer Purchases of Equity Securities” for more information.

Excluding shares owned and tendered by employees to satisfy tax withholding requirements on the vesting of restricted shares and for stock option exercises, the company repurchased 14 million shares at a cost of $472 million during 2010. Approximately 7 million of the shares repurchased in 2010 were repurchased pursuant to the company’s June 2008 publicly announced share repurchase program. In addition to the June 2008 publicly announced share repurchase program, the company also purchased shares to offset the impact of dilution from shares issued under the company’s stock compensation plans.

Excluding shares owned and tendered by employees to satisfy tax withholding requirements on the vesting of restricted shares, the company repurchased 17 million shares at a cost of $527 million during 2009. Approximately 13 million of the shares repurchased in 2009 were repurchased pursuant to the company’s June 2008 publicly announced share repurchase program. In addition to the June 2008 publicly announced share repurchase program, the company also purchased shares to offset the impact of dilution from shares issued under the company’s stock compensation plans.

At July 31, 2011, the company had $657 million of short-term borrowings due within one year and $45 million of standby letters of credit issued on behalf of the company. The company had a $975 million committed revolving credit facility that matured in September 2011, and a $975 million revolving credit facility that was due to mature in September 2013. The facilities were unused at July 31, 2011, except for $3 million of standby letters of credit issued

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on behalf of the company. In September 2011, the company entered into committed revolving credit facilities totaling $2.0 billion. The facilities are comprised of a $1.5 billion facility that matures in September 2016, and a $500 million, 364-day facility that contains a one-year term-out feature. These facilities replaced the two $975 million revolving credit facilities. These revolving credit agreements support the company’s commercial paper programs and other general corporate purposes.

In November 2008, the company filed a registration statement with the Securities and Exchange Commission that registered an indeterminate amount of debt securities. Under the registration statement, the company may issue debt securities, depending on market conditions.

The company is in compliance with the covenants contained in its revolving credit facilities and debt securities.

Contractual Obligations and Other Commitments

Contractual Obligations

The following table summarizes the company’s obligations and commitments to make future payments under certain contractual obligations. For additional information on debt, see Note 13 to the Consolidated Financial Statements. Operating leases are primarily entered into for warehouse and office facilities and certain equipment. Purchase commitments represent purchase orders and long-term purchase arrangements related to the procurement of ingredients, supplies, machinery, equipment and services. These commitments are not expected to have a material impact on liquidity. Other long-term liabilities primarily represent payments related to deferred compensation obligations. For additional information on other long-term liabilities, see Note 19 to the Consolidated Financial Statements.

	Contractual Payments Due by Fiscal Year
					2013 -		2015 -
	Total		2012		2014		2016		Thereafter
	(Millions)
Debt obligations(1)	$	3,057	$	657	$	700	$	300	$	1,400
Interest payments(2)		645		110		174		130		231
Purchase commitments		1,043		695		146		73		129
Operating leases		206		45		63		46		52
Derivative payments(3)		149		60		75		14		—
Other long-term liabilities(4)		168		48		29		23		68
Total long-term cash obligations	$	5,268	$	1,615	$	1,187	$	586	$	1,880

(1)	Excludes unamortized net discount/premium on debt issuances and amounts related to interest rate swaps designated as fair-value hedges. For additional information on debt obligations, see Note 13 to the Consolidated Financial Statements.
(2)	Interest payments for short-term borrowings are calculated based on par values and rates of contractually obligated issuances at fiscal year end. Interest payments on long-term debt are based on principal amounts and fixed coupon rates at fiscal year end.
(3)	Represents payments of cross-currency swaps, forward exchange contracts, commodity contracts, and deferred compensation hedges. Contractual payments for cross-currency swaps represent future undiscounted cash payments based on forward interest and foreign exchange rates.
(4)	Represents other long-term liabilities, excluding unrecognized tax benefits, postretirement benefits and payments related to pension plans. For additional information on pension and postretirement benefits, see Note 11 to the Consolidated Financial Statements.

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Off-Balance Sheet Arrangements and Other Commitments

The company guarantees approximately 2,000 bank loans to Pepperidge Farm independent sales distributors by third-party financial institutions used to purchase distribution routes. The maximum potential amount of the future payments the company could be required to make under the guarantees is $162 million. The company’s guarantees are indirectly secured by the distribution routes. The company does not believe that it is probable that it will be required to make guarantee payments as a result of defaults on the bank loans guaranteed. In connection with the sale of certain Australian salty snack food brands and assets, the company agreed to provide a loan facility to the buyer of AUD $10 million, or approximately USD $10 million. The facility was drawn down in AUD $5 million increments in 2009. Borrowings under the facility are to be repaid in 2013. See also Note 18 to the Consolidated Financial Statements for information on off-balance sheet arrangements.

Inflation

In fiscal 2011, inflation was higher than fiscal 2010 and primarily impacted Cost of products sold, although it did not increase at percentages similar to fiscal 2009. Inflation, on average, was higher in fiscal 2009 and primarily impacted Cost of products sold. In fiscal 2010, inflation was not as significant. The company uses a number of strategies to mitigate the effects of cost inflation. These strategies include increasing prices, commodity hedging and pursuing cost productivity initiatives such as global procurement strategies and making capital investments that improve the efficiency of operations.

Market Risk Sensitivity

The principal market risks to which the company is exposed are changes in foreign currency exchange rates, interest rates and commodity prices. In addition, the company is exposed to equity price changes related to certain deferred compensation obligations. The company manages its exposure to changes in interest rates by optimizing the use of variable-rate and fixed-rate debt and by utilizing interest rate swaps in order to maintain its variable-to-total debt ratio within targeted guidelines. International operations, which accounted for approximately 31% of 2011 net sales, are concentrated principally in Australia, Canada, France, Germany and Belgium. The company manages its foreign currency exposures by borrowing in various foreign currencies and utilizing cross-currency swaps and forward contracts. Cross-currency swaps and forward contracts are entered into for periods consistent with related underlying exposures and do not constitute positions independent of those exposures. The company does not enter into contracts for speculative purposes and does not use leveraged instruments.

The company principally uses a combination of purchase orders and various short- and long-term supply arrangements in connection with the purchase of raw materials, including certain commodities and agricultural products. The company also enters into commodity futures and option contracts to reduce the volatility of price fluctuations of diesel fuel, wheat, natural gas, soybean oil, aluminum, sugar, cocoa, and corn, which impact the cost of raw materials.

The information below summarizes the company’s market risks associated with debt obligations and other significant financial instruments as of July 31, 2011. Fair values included herein have been determined based on quoted market prices or pricing models using current market rates. The information presented below should be read in conjunction with Notes 13 through 15 to the Consolidated Financial Statements.

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The table below presents principal cash flows and related interest rates by fiscal year of maturity for debt obligations. Interest rates disclosed on variable-rate debt maturing in 2011 represent the weighted-average rates at the period end. Notional amounts and related interest rates of interest rate swaps are presented by fiscal year of maturity. For the swaps, variable rates are the weighted-average forward rates for the term of each contract.

	Expected Fiscal Year of Maturity
	2012			2013			2014			2015			2016		Thereafter			Total			Fair Value
	(Millions)
Debt(1)
Fixed rate	$	2		$	400		$	300		$	300		$	—	$	1,400		$	2,402		$	2,603
Weighted-average interest rate		3.29	%		5.00	%		4.88	%		3.38	%		—		4.62	%		4.56	%
Variable rate	$	655	(2)															$	655		$	655
Weighted-average interest rate		1.19	%																1.19	%
Interest Rate Swaps
Fixed to variable				$	300	(3)	$	200	(4)									$	500		$	33
Average pay rate					1.00	%		0.94	%										0.97	%
Average receive rate					5.00	%		4.88	%										4.95	%

(1)	Excludes unamortized net premium/discount on debt issuances and amounts related to interest rate swaps designated as fair-value hedges.
(2)	Represents $563 million of USD borrowings and $92 million equivalent of borrowings in other currencies.
(3)	Swaps $300 million of 5.00% notes due in 2013.
(4)	Swaps $200 million of 4.875% notes due in 2014.

As of August 1, 2010, fixed-rate debt of approximately $2.6 billion with an average interest rate of 5.21% and variable-rate debt of approximately $130 million with an average interest rate of 1.47% were outstanding. As of August 1, 2010, the company had swapped $500 million of fixed-rate debt to variable. The average rate to be received on these swaps was 4.95% and the average rate paid was estimated to be 1.38% over the remaining life of the swaps.

The company is exposed to foreign exchange risk related to its international operations, including non-functional currency intercompany debt and net investments in subsidiaries. The following table summarizes the cross-currency swaps outstanding as of July 31, 2011, which hedge such exposures.  The notional amount of each currency and the related weighted-average forward interest rate are presented in the Cross-Currency Swaps table.

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Cross-Currency Swaps

	Fiscal Year of		Interest			Notional		Fair
	Expiration		Rate			Value		Value
						(Millions)
Pay variable EUR		2012		1.46	%	$	69	$	(1	)
Receive variable USD				0.37	%
Pay variable EUR		2012		1.48	%	$	61	$	(1	)
Receive variable USD				0.37	%
Pay fixed EUR		2012		4.33	%	$	102	$	(8	)
Receive fixed USD				5.11	%
Pay variable CAD		2012		1.71	%	$	82	$	(7	)
Receive variable USD				0.62	%
Pay variable CAD		2012		1.75	%	$	37	$	(8	)
Receive variable USD				0.52	%
Pay variable EUR		2013		2.24	%	$	21	$	(1	)
Receive variable USD				1.24	%
Pay variable AUD		2013		5.68	%	$	133	$	(33	)
Receive variable USD				1.11	%
Pay variable EUR		2013		2.17	%	$	41	$	(5	)
Receive variable USD				1.26	%
Pay fixed CAD		2013		0.82	%	$	158	$	1
Receive fixed USD				0.33	%
Pay fixed CAD		2014		6.24	%	$	60	$	(30	)
Receive fixed USD				5.66	%
Pay variable AUD		2015		6.13	%	$	133	$	(35	)
Receive variable USD				1.94	%
Total						$	897	$	(128	)

The cross-currency swap contracts outstanding at August 1, 2010 represented four pay variable EUR/receive variable USD swaps with notional values totaling $200 million, one pay fixed EUR/receive fixed USD swap with a notional value of $102 million, two pay variable CAD/receive variable USD swaps with notional values totaling $119 million, two pay variable AUD/receive variable USD swaps with notional values totaling $266 million, and one pay fixed CAD/receive fixed USD swap with a notional value of $60 million. The aggregate notional value of these swap contracts was $747 million as of August 1, 2010, and the aggregate fair value of these swap contracts was a loss of $21 million as of August 1, 2010.

The company is also exposed to foreign exchange risk as a result of transactions in currencies other than the functional currency of certain subsidiaries, including subsidiary debt. The company utilizes foreign exchange forward purchase and sale contracts to hedge these exposures. The following table summarizes the foreign exchange forward contracts outstanding and the related weighted-average contract exchange rates as of July 31, 2011.

Forward Exchange Contracts

			Average Contractual
			Exchange Rate
	Contract		(currency paid/
	Amount		currency received)
	(Millions)
Receive USD/Pay CAD	$	139		0.98
Receive AUD/Pay NZD	$	44		1.30
Receive USD/Pay AUD	$	30		1.02
Receive EUR/Pay SEK	$	16		9.12

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The company had an additional $22 million in a number of smaller contracts to purchase or sell various other currencies, such as the Australian dollar, British Pound, euro, and Japanese yen, as of July 31, 2011. The aggregate fair value of all contracts was a loss of $9 million as of July 31, 2011. The total forward exchange contracts outstanding were $271 million and the aggregate fair value was not material as of August 1, 2010.

The company enters into commodity futures and options contracts to reduce the volatility of price fluctuations for commodities. The notional value of these contracts was $87 million and the aggregate fair value of these contracts was a gain of $1 million as of July 31, 2011. The notional value of these contracts was $50 million and the aggregate fair value of these contracts was a gain of $3 million as of August 1, 2010.

The company enters into swap contracts which hedge a portion of exposures relating to certain deferred compensation obligations linked to the total return of the Standard & Poor’s 500 Index, the total return of the company’s capital stock and the total return of the Puritan Fund, or beginning in January 2011, the total return of the Vanguard International Stock Index. Under these contracts, the company pays variable interest rates and receives from the counterparty either the total return of the Standard & Poor’s 500 Index, the total return on company capital stock, the total return of the Puritan Fund, or the total return of the iShares MSCI EAFE Index, which is expected to approximate the total return of the Vanguard International Stock Index. The notional value of the contract that is linked to the return on the Standard & Poor’s 500 Index was $16 million at July 31, 2011 and $12 million at August 1, 2010. The average forward interest rate applicable to the contract, which expires in 2012, was 0.59% at July 31, 2011. The notional value of the contract that is linked to the total return on company capital stock was $51 million at July 31, 2011 and $54 million at August 1, 2010. The average forward interest rate applicable to this contract, which expires in 2012, was 0.99% at July 31, 2011. The notional value of the contract that was linked to the return on the Puritan Fund was $9 million at August 1, 2010. The contract related to the Puritan Fund matured in January 2011. The notional value of the contract that is linked to the total return of the iShares MSCI EAFE Index was $4 million at July 31, 2011. The average forward interest rate applicable to this contract, which expires in 2012, was 0.74% at July 31, 2011. The fair value of these contracts was a $3 million loss at July 31, 2011 and a $2 million loss at August 1, 2010.

The company’s utilization of financial instruments in managing market risk exposures described above is consistent with the prior year. Changes in the portfolio of financial instruments are a function of the results of operations, debt repayment and debt issuances, market effects on debt and foreign currency, and the company’s acquisition and divestiture activities.

Significant Accounting Estimates

The consolidated financial statements of the company are prepared in conformity with accounting principles generally accepted in the United States. The preparation of these financial statements requires the use of estimates, judgments and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the periods presented. Actual results could differ from those estimates and assumptions. See Note 1 to the Consolidated Financial Statements for a discussion of significant accounting policies. The following areas all require the use of subjective or complex judgments, estimates and assumptions:

Trade and consumer promotion programs  — The company offers various sales incentive programs to customers and consumers, such as feature price discounts, in-store display incentives, cooperative advertising programs, new product introduction fees, and coupons. The mix between promotion programs, which are classified as reductions in revenue, and advertising or other marketing activities, which are classified as marketing and selling expenses, fluctuates between periods based on the company’s overall marketing plans, and such fluctuations have an impact on revenues. The measurement and recognition of the costs for trade and consumer promotion programs involves the use of judgment related to performance and redemption estimates. Estimates are made based on historical experience and other factors. Typically, programs that are offered have a very short duration. Historically, the difference between actual experience compared to estimated redemptions and performance has not been significant to the quarterly or annual financial statements. However, actual expenses may differ if the level of redemption rates and performance were to vary from estimates.

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Valuation of long-lived assets — Fixed assets and amortizable intangible assets are reviewed for impairment as events or changes in circumstances occur indicating that the carrying value of the asset may not be recoverable. Undiscounted cash flow analyses are used to determine if an impairment exists. If an impairment is determined to exist, the loss is calculated based on estimated fair value.

Goodwill and indefinite-lived intangible assets are tested at least annually for impairment, or as events or changes in circumstances occur indicating that the carrying amount of the asset may not be recoverable.

Goodwill impairment testing first requires a comparison of the fair value of each reporting unit to the carrying value. A reporting unit represents an operating segment or a component of an operating segment. Fair value is determined based on discounted cash flow analyses. The discounted estimates of future cash flows include significant management assumptions such as revenue growth rates, operating margins, weighted average cost of capital, and future economic and market conditions. If the carrying value of the reporting unit exceeds fair value, goodwill is considered impaired. The amount of the impairment is the difference between the carrying value of the goodwill and the “implied” fair value, which is calculated as if the reporting unit had just been acquired and accounted for as a business combination. As of July 31, 2011, the carrying value of goodwill was $2.133 billion. The company has not recognized any impairment of goodwill as a result of annual testing, which began in 2003. As of the 2011 measurement, the fair value of each reporting unit exceeded the carrying value by at least 80%. Holding all other assumptions used in the 2011 measurement constant, a 100-basis-point increase in the weighted average cost of capital would not result in the carrying value of any reporting unit to be in excess of the fair value.

Indefinite-lived intangible assets are tested for impairment by comparing the fair value of the asset to the carrying value. Fair value is determined based on discounted cash flow analyses that include significant management assumptions such as revenue growth rates, weighted average cost of capital, and assumed royalty rates. If the fair value is less than the carrying value, the asset is reduced to fair value. As of July 31, 2011, the carrying value of trademarks was $515 million. In 2011, as part of the company’s annual review of intangible assets, an impairment charge of $3 million was recognized related to the Heisse Tasse trademark used in the International Simple Meals and Beverages segment. The trademark was determined to be impaired as a result of a decrease in the fair value of the brand, resulting from reduced expectations for future sales and discounted cash flows in comparison to the prior year. As of July 31, 2011, certain European trademarks have a carrying value of approximately $100 million, which approximates fair value. Holding all other assumptions used in the 2011 measurement constant, a 100-basis-point increase in the weighted average cost of capital would reduce the fair value of all trademarks and result in an impairment charge of approximately $21 million. In 2009, as part of the company’s annual review of intangible assets, an impairment charge of $67 million was recognized related to certain European trademarks used in the International Simple Meals and Beverages segment, including Heisse Tasse, Blå Band and Royco. The trademarks were determined to be impaired as a result of a decrease in the fair value of the brands, resulting from reduced expectations for discounted cash flows in comparison to prior year. The reduction was due in part to a deterioration in market conditions and an increase in the weighted average cost of capital. See Note 5 to the Consolidated Financial Statements for additional information on goodwill and intangible assets.

The estimates of future cash flows involve considerable management judgment and are based upon assumptions about expected future operating performance, economic conditions, market conditions, and cost of capital. Inherent in estimating the future cash flows are uncertainties beyond the company’s control, such as capital markets. The actual cash flows could differ from management’s estimates due to changes in business conditions, operating performance, and economic conditions.

Pension and postretirement benefits — The company provides certain pension and postretirement benefits to employees and retirees. Determining the cost associated with such benefits is dependent on various actuarial assumptions, including discount rates, expected return on plan assets, compensation increases, turnover rates and health care trend rates. Independent actuaries, in accordance with accounting principles generally accepted in the United States, perform the required calculations to determine expense. Actual results that differ from the actuarial assumptions are generally accumulated and amortized over future periods.

The discount rate is established as of the company’s fiscal year-end measurement date. In establishing the discount rate, the company reviews published market indices of high-quality debt securities, adjusted as appropriate for duration. In addition, independent actuaries apply high-quality bond yield curves to the expected benefit

30

payments of the plans. The expected return on plan assets is a long-term assumption based upon historical experience and expected future performance, considering the company’s current and projected investment mix. This estimate is based on an estimate of future inflation, long-term projected real returns for each asset class, and a premium for active management. Within any given fiscal period, significant differences may arise between the actual return and the expected return on plan assets. The value of plan assets, used in the calculation of pension expense, is determined on a calculated method that recognizes 20% of the difference between the actual fair value of assets and the expected calculated method. Gains and losses resulting from differences between actual experience and the assumptions are determined at each measurement date. If the net gain or loss exceeds 10% of the greater of plan assets or liabilities, a portion is amortized into earnings in the following year.

Net periodic pension and postretirement expense was $98 million in 2011, $92 million in 2010, and $53 million in 2009. The 2010 expense included $12 million of pension settlement costs related to the closure of a plant in Canada. Significant weighted-average assumptions as of the end of the year are as follows:

	2011			2010			2009
Pension
Discount rate for benefit obligations		5.41	%		5.46	%		6.00	%
Expected return on plan assets		7.90	%		8.15	%		8.13	%
Postretirement
Discount rate for obligations		5.00	%		5.25	%		6.00	%
Initial health care trend rate		8.25	%		8.25	%		8.25	%
Ultimate health care trend rate		4.50	%		4.50	%		4.50	%

Estimated sensitivities to annual net periodic pension cost are as follows: a 50-basis-point reduction in the discount rate would increase expense by approximately $14 million; a 50-basis-point reduction in the estimated return on assets assumption would increase expense by approximately $12 million. A one-percentage-point increase in assumed health care costs would increase postretirement service and interest cost by approximately $1 million.

Net periodic pension and postretirement expense is expected to increase to approximately $103 million in 2012 primarily due to increased amortization of unrecognized losses.

The company contributed $100 million to U.S. pension plans in 2011. Given the adverse impact of declining financial markets on the funding levels of the plans, the company contributed $260 million to a U.S. plan in 2010. Contributions to non-U.S. plans were $44 million in 2011, $24 million in 2010, and $13 million in 2009. The company contributed $55 million to U.S. plans in the first quarter of 2012. Additional contributions to U.S. plans are not expected in 2012. Contributions to non-U.S. plans are expected to be approximately $10 million in 2012.

See also Note 11 to the Consolidated Financial Statements for additional information on pension and postretirement expenses.

Income taxes — The effective tax rate reflects statutory tax rates, tax planning opportunities available in the various jurisdictions in which the company operates and management’s estimate of the ultimate outcome of various tax audits and issues. Significant judgment is required in determining the effective tax rate and in evaluating tax positions. Income taxes are recorded based on amounts refundable or payable in the current year and include the effect of deferred taxes. Deferred tax assets and liabilities are recognized for the future impact of differences between the financial statement carrying amounts of assets and liabilities and their respective tax bases, as well as for operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those differences are expected to be recovered or settled. Valuation allowances are established for deferred tax assets when it is more likely than not that a tax benefit will not be realized.

See also Notes 1 and 12 to the Consolidated Financial Statements for further discussion on income taxes.

31

Recent Accounting Pronouncements

In addition to the guidance related to the calculation of earnings per share described in Note 9 to the Consolidated Financial Statements, recent accounting pronouncements are as follows:

In December 2007, the Financial Accounting Standards Board (FASB) issued authoritative guidance which establishes accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. It requires a noncontrolling interest in a subsidiary, which was formerly known as minority interest, to be classified as a separate component of total equity in the consolidated financial statements. The company retrospectively adopted the new noncontrolling interest guidance in the first quarter of fiscal 2010. The adoption did not have a material impact on the financial statements. See Note 10 to the Consolidated Financial Statements for additional information.

In June 2009, the FASB issued authoritative guidance that changed the consolidation model for variable interest entities. The provisions were effective for the first quarter of fiscal 2011. The adoption did not have a material impact on the company’s consolidated financial statements.

In January 2010, the FASB issued additional authoritative guidance related to fair value measurements and disclosures. The guidance requires disclosure of details of significant transfers in and out of Level 1 and Level 2 fair value measurements. Level 1 fair value measurements are based on unadjusted quoted market prices. Level 2 fair value measurements are based on significant inputs, other than Level 1, that are observable for the asset/liability through corroboration with observable market data. The guidance also clarifies the existing disclosure requirements for the level of disaggregation of fair value measurements and the disclosures on inputs and valuation techniques. The company adopted these provisions in the third quarter of fiscal 2010. The adoption did not have a material impact on the consolidated financial statements. In addition, the guidance requires a gross presentation of the activity within the Level 3 roll forward, separately presenting information about purchases, sales, issuances and settlements. The roll forward information must be provided by the company for the first quarter of fiscal 2012, as the provision is effective for annual reporting periods beginning after December 15, 2010 and for interim reporting periods within those years.

In November 2010, the FASB issued additional authoritative guidance clarifying the required disclosures of supplementary pro forma information for business combinations. The guidance is effective prospectively for business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2010.

In December 2010, the FASB issued additional authoritative guidance on accounting for goodwill. The guidance clarifies the impairment test for reporting units with zero or negative carrying amounts. The guidance is effective for fiscal years and interim periods within those years beginning after December 15, 2011. The company does not expect the adoption to have a material impact on the consolidated financial statements.

In May 2011, the FASB issued further additional authoritative guidance related to fair value measurements and disclosures. The new guidance results in a consistent definition of fair value and common requirements for measurement of and disclosure about fair value between accounting principles generally accepted in the United States (U.S. GAAP) and International Financial Reporting Standards (IFRS). The guidance is effective for fiscal years and interim reporting periods within those years beginning after December 15, 2011. The company is assessing the impact of the guidance.

In June 2011, the FASB issued authoritative guidance requiring entities to present net income and other comprehensive income (OCI) in one continuous statement or two separate, but consecutive, statements of net income and comprehensive income. The option to present items of OCI in the statement of changes in equity has been eliminated. The new requirements are effective for annual reporting periods beginning after December 15, 2011 and for interim reporting periods within those years.

See also Note 2 to the Consolidated Financial Statements for further discussion on new accounting standards.

32

Cautionary Factors That May Affect Future Results

This Report contains “forward-looking” statements that reflect the company’s current expectations regarding future results of operations, economic performance, financial condition and achievements of the company. The company tries, wherever possible, to identify these forward-looking statements by using words such as “anticipate,” “believe,” “estimate,” “expect,” “will,” and similar expressions. One can also identify them by the fact that they do not relate strictly to historical or current facts. These statements reflect the company’s current plans and expectations and are based on information currently available to it. They rely on a number of assumptions regarding future events and estimates which could be inaccurate and which are inherently subject to risks and uncertainties.

The company wishes to caution the reader that the following important factors and those important factors described in Part I, Item 1A and elsewhere in the commentary, or in other Securities and Exchange Commission filings of the company, could affect the company’s actual results and could cause such results to vary materially from those expressed in any forward-looking statements made by, or on behalf of, the company:

•  the impact of strong competitive response to the company’s efforts to leverage its brand power with product innovation, promotional programs and new advertising, and of changes in consumer demand for the company’s products;

•  the risks in the marketplace associated with trade and consumer acceptance of product improvements, shelving initiatives, new product introductions, and pricing and promotional strategies;

•  the company’s ability to achieve sales and earnings guidance, which is based on assumptions about sales volume, product mix, the development and success of new products, the impact of marketing, promotional and pricing actions, product costs and currency;

•  the company’s ability to realize projected cost savings and benefits;

•  the company’s ability to successfully manage changes to its business processes, including selling, distribution, manufacturing, information management systems and the integration of acquisitions;

•  the increased significance of certain of the company’s key trade customers;

•  the impact of inventory management practices by the company’s trade customers;

•  the impact of fluctuations in the supply and inflation in energy, raw and packaging materials cost;

•  the impact associated with portfolio changes and completion of acquisitions and divestitures;

•  the uncertainties of litigation described from time to time in the company’s Securities and Exchange Commission filings;

•  the impact of changes in currency exchange rates, tax rates, interest rates, debt and equity markets, inflation rates, economic conditions and other external factors; and

•  the impact of unforeseen business disruptions in one or more of the company’s markets due to political instability, civil disobedience, armed hostilities, natural disasters or other calamities.

This discussion of uncertainties is by no means exhaustive but is designed to highlight important factors that may impact the company’s outlook. The company disclaims any obligation or intent to update forward-looking statements made by the company in order to reflect new information, events or circumstances after the date they are made.

Item 7A.   Quantitative and Qualitative Disclosures about Market Risk

The information presented in the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Market Risk Sensitivity” is incorporated herein by reference.

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Item 8.   Financial Statements and Supplementary Data

CAMPBELL SOUP COMPANY

Consolidated Statements of Earnings

	2011			2010		2009
	(Millions, except per share amounts)
Net sales	$	7,719		$	7,676	$	7,586
Costs and expenses
Cost of products sold		4,616			4,526		4,558
Marketing and selling expenses		1,007			1,058		1,077
Administrative expenses		612			605		591
Research and development expenses		129			123		114
Other expenses / (income)		13			4		61
Restructuring charges		63			12		—
Total costs and expenses		6,440			6,328		6,401
Earnings before interest and taxes		1,279			1,348		1,185
Interest expense		122			112		110
Interest income		11			6		4
Earnings before taxes		1,168			1,242		1,079
Taxes on earnings		366			398		347
Earnings from continuing operations		802			844		732
Earnings from discontinued operations		—			—		4
Net earnings		802			844		736
Less: Net earnings (loss) attributable to noncontrolling interests		(3	)		—		—
Net earnings attributable to Campbell Soup Company	$	805		$	844	$	736
Per Share — Basic
Earnings from continuing operations attributable to Campbell Soup Company	$	2.44		$	2.44	$	2.05
Earnings from discontinued operations attributable to Campbell Soup Company		—			—		0.01
Net earnings attributable to Campbell Soup Company	$	2.44		$	2.44	$	2.06
Weighted average shares outstanding — basic		326			340		352
Per Share — Assuming Dilution
Earnings from continuing operations attributable to Campbell Soup Company	$	2.42		$	2.42	$	2.03
Earnings from discontinued operations attributable to Campbell Soup Company		—			—		0.01
Net earnings attributable to Campbell Soup Company	$	2.42		$	2.42	$	2.05
Weighted average shares outstanding — assuming dilution		329			343		354

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

See accompanying Notes to Consolidated Financial Statements.

34

CAMPBELL SOUP COMPANY

Consolidated Balance Sheets

	July 31,			August 1,
	2011			2010
	(Millions, except per share amounts)
Current assets
Cash and cash equivalents	$	484		$	254
Accounts receivable		560			512
Inventories		767			724
Other current assets		152			197
Total current assets		1,963			1,687
Plant assets, net of depreciation		2,103			2,051
Goodwill		2,133			1,919
Other intangible assets, net of amortization		527			509
Other assets		136			110
Total assets	$	6,862		$	6,276
Current liabilities
Short-term borrowings	$	657		$	835
Payable to suppliers and others		585			545
Accrued liabilities		619			560
Dividend payable		95			95
Accrued income taxes		33			30
Total current liabilities		1,989			2,065
Long-term debt		2,427			1,945
Deferred taxes		367			258
Other liabilities		983			1,079
Total liabilities		5,766			5,347
Campbell Soup Company 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		331			341
Earnings retained in the business		9,185			8,760
Capital stock in treasury, at cost		(8,021	)		(7,459	)
Accumulated other comprehensive loss		(427	)		(736	)
Total Campbell Soup Company shareowners’ equity		1,088			926
Noncontrolling interests		8			3
Total equity		1,096			929
Total liabilities and equity	$	6,862		$	6,276

See accompanying Notes to Consolidated Financial Statements.

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CAMPBELL SOUP COMPANY

Consolidated Statements of Cash Flows

	2011			2010			2009
	(Millions)
Cash flows from operating activities:
Net earnings	$	802		$	844		$	736
Adjustments to reconcile net earnings to operating cash flow
Impairment charge		—			—			67
Restructuring charges		63			12			—
Stock-based compensation		87			88			84
Depreciation and amortization		268			251			264
Deferred income taxes		46			54			144
Other, net		108			99			57
Changes in working capital
Accounts receivable		(15	)		21			27
Inventories		(14	)		105			(14	)
Prepaid assets		19			(9	)		28
Accounts payable and accrued liabilities		(26	)		(34	)		(125	)
Pension fund contributions		(144	)		(284	)		(13	)
Receipts from/(payments of) hedging activities		3			(20	)		(44	)
Other		(55	)		(70	)		(45	)
Net cash provided by operating activities		1,142			1,057			1,166
Cash flows from investing activities:
Purchases of plant assets		(272	)		(315	)		(345	)
Sales of plant assets		9			13			1
Business acquired		—			—			(66	)
Sale of business, net of cash divested		—			—			38
Other, net		2			2			(6	)
Net cash used in investing activities		(261	)		(300	)		(378	)
Cash flows from financing activities:
Net short-term borrowings (repayments)		495			(265	)		(320	)
Long-term borrowings		500			400			600
Repayments of notes payable		(700	)		—			(300	)
Dividends paid		(378	)		(365	)		(350	)
Treasury stock purchases		(728	)		(472	)		(527	)
Treasury stock issuances		96			139			72
Excess tax benefits on stock-based compensation		11			11			18
Contribution from noncontrolling interest		10			—			—
Other, net		(6	)		(4	)		(7	)
Net cash used in financing activities		(700	)		(556	)		(814	)
Effect of exchange rate changes on cash		49			2			(4	)
Net change in cash and cash equivalents		230			203			(30	)
Cash and cash equivalents — beginning of period		254			51			81
Cash and cash equivalents — end of period	$	484		$	254		$	51

See accompanying Notes to Consolidated Financial Statements.

36

CAMPBELL SOUP COMPANY

Consolidated Statements of Equity

	Campbell Soup Company Shareowners’ Equity
														Earnings			Accumulated
	Capital Stock										Additional			Retained			Other
	Issued				In Treasury						Paid-in			in the			Comprehensive			Noncontrolling			Total
	Shares		Amount		Shares			Amount			Capital			Business			Income (Loss)			Interests			Equity
	(Millions, except per share amounts)
Balance at August 3, 2008		542	$	20		(186	)	$	(6,812	)	$	337		$	7,909		$	(136	)	$	3		$	1,321
Comprehensive income (loss)
Net earnings (loss)															736						—			736
Foreign currency translation adjustments, net of tax																		(148	)		—			(148	)
Cash-flow hedges, net of tax																		(25	)					(25	)
Pension and postretirement benefits, net of tax																		(409	)					(409	)
Other comprehensive income (loss)																		(582	)		—			(582	)
Total comprehensive income (loss)																								154
Dividends ($1.00 per share)															(357	)								(357	)
Treasury stock purchased						(17	)		(527	)														(527	)
Treasury stock issued under management incentive and stock option plans						4			145			(5	)											140
Balance at August 2, 2009		542		20		(199	)		(7,194	)		332			8,288			(718	)		3			731
Comprehensive income (loss)
Net earnings (loss)															844						—			844
Foreign currency translation adjustments, net of tax																		39			—			39
Cash-flow hedges, net of tax																		2						2
Pension and postretirement benefits, net of tax																		(59	)					(59	)
Other comprehensive income (loss)																		(18	)		—			(18	)
Total comprehensive income (loss)																								826
Dividends ($1.075 per share)															(372	)								(372	)
Treasury stock purchased						(14	)		(472	)														(472	)
Treasury stock issued under management incentive and stock option plans						7			207			9												216
Balance at August 1, 2010		542		20		(206	)		(7,459	)		341			8,760			(736	)		3			929
Contribution from noncontrolling interest																					8			8
Comprehensive income (loss)
Net earnings (loss)															805						(3	)		802
Foreign currency translation adjustments, net of tax																		264			—			264
Cash-flow hedges, net of tax																		(2	)					(2	)
Pension and postretirement benefits, net of tax																		47						47
Other comprehensive income (loss)																		309			—			309
Total comprehensive income (loss)																								1,111
Dividends ($1.145 per share)															(380	)								(380	)
Treasury stock purchased						(21	)		(728	)														(728	)
Treasury stock issued under management incentive and stock option plans						5			166			(10	)											156
Balance at July 31, 2011		542	$	20		(222	)	$	(8,021	)	$	331		$	9,185		$	(427	)	$	8		$	1,096

See accompanying Notes to Consolidated Financial Statements.

37

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(currency in millions, except per share amounts)

1.   Summary of Significant Accounting Policies

Campbell Soup Company, together with its subsidiaries (the company), is a global manufacturer and marketer of high-quality, branded convenience food products.

Basis of Presentation — The consolidated financial statements include the accounts of the company and entities in which the company maintains a controlling financial interest. Intercompany transactions are eliminated in consolidation. Certain amounts in prior-year financial statements were reclassified to conform to the current-year presentation. The company’s fiscal year ends on the Sunday nearest July 31. There were 52 weeks in 2011, 2010 and 2009.

Use of Estimates — Generally accepted accounting principles require management to make estimates and assumptions that affect assets and liabilities, contingent assets and liabilities, and revenues and expenses. Actual results could differ from those estimates.

Revenue Recognition — Revenues are recognized when the earnings process is complete. This occurs when products are shipped in accordance with terms of agreements, title and risk of loss transfer to customers, collection is probable and pricing is fixed or determinable. Revenues are recognized net of provisions for returns, discounts and allowances. Certain sales promotion expenses, such as feature price discounts, in-store display incentives, cooperative advertising programs, new product introduction fees and coupon redemption costs, are classified as a reduction of sales. The recognition of costs for promotion programs involves the use of judgment related to performance and redemption estimates. Estimates are made based on historical experience and other factors. Costs are recognized either upon sale or when the incentive is offered, based on the program.

Cash and Cash Equivalents — All highly liquid debt instruments purchased with a maturity of three months or less are classified as cash equivalents.

Inventories — All inventories are valued at the lower of average cost or market.

Property, Plant and Equipment — Property, plant and equipment are recorded at historical cost and are depreciated over estimated useful lives using the straight-line method. Buildings and machinery and equipment are depreciated over periods not exceeding 45 years and 20 years, respectively. Assets are evaluated for impairment when conditions indicate that the carrying value may not be recoverable. Such conditions include significant adverse changes in business climate or a plan of disposal. Repairs and maintenance are charged to expense.

Goodwill and Intangible Assets — Goodwill and indefinite-lived intangible assets are not amortized but rather are tested at least annually for impairment. Goodwill and indefinite-lived intangible assets are also tested for impairment as events or changes in circumstances occur indicating that the carrying value may not be recoverable. Intangible assets with finite lives are amortized over the estimated useful life and are also reviewed when appropriate for possible impairment. Goodwill impairment testing first requires a comparison of the fair value of each reporting unit to the carrying value. A reporting unit is an operating segment or a component of an operating segment. If the carrying value of the reporting unit exceeds fair value, goodwill is considered impaired. The amount of the impairment is the difference between the carrying value of goodwill and the “implied” fair value, which is calculated as if the reporting unit had just been acquired and accounted for as a business combination. Impairment testing for indefinite-lived intangible assets requires a comparison between the fair value and carrying value of the asset. If carrying value exceeds the fair value, the asset is reduced to fair value. Fair values are primarily determined using discounted cash flow analyses. See Note 5 for information on goodwill and other intangible assets.

Derivative Financial Instruments — The company uses derivative financial instruments primarily for purposes of hedging exposures to fluctuations in foreign currency exchange rates, interest rates, commodities and equity-linked employee benefit obligations. These derivative contracts are entered into for periods consistent with the related underlying exposures and do not constitute positions independent of those exposures. The company does not enter into derivative contracts for speculative purposes and does not use leveraged instruments. The company’s derivative programs include strategies that both qualify and do not qualify for hedge accounting treatment. To

38

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

qualify for hedge accounting, the hedging relationship, both at inception of the hedge and on an ongoing basis, shall be expected to be highly effective in achieving offsetting changes in the fair value of the hedged risk during the period that the hedge is designated.

All derivatives are recognized on the balance sheet at fair value. For derivatives that qualify for hedge accounting, on the date the derivative contract is entered into, the company designates the derivative as a hedge of the fair value of a recognized asset or liability or a firm commitment (fair-value hedge), a hedge of a forecasted transaction or of the variability of cash flows to be received or paid related to a recognized asset or liability (cash-flow hedge), or a hedge of a net investment in a foreign operation. Some derivatives may also be considered natural hedging instruments (changes in fair value act as economic offsets to changes in fair value of the underlying hedged item) and are not designated for hedge accounting.

Changes in the fair value of a fair-value hedge, along with the gain or loss on the underlying hedged asset or liability (including losses or gains on firm commitments), are recorded in current-period earnings. The effective portion of gains and losses on cash-flow hedges are recorded in other comprehensive income (loss), until earnings are affected by the variability of cash flows. If the underlying hedged item ceases to exist, all changes in the fair value of the derivative are included in earnings each period until the instrument matures. If a derivative is used as a hedge of a net investment in a foreign operation, its changes in fair value, to the extent effective as a hedge, are recorded in other comprehensive income (loss). Any ineffective portion of designated hedges is recognized in current-period earnings. Changes in the fair value of derivatives that are not designated for hedge accounting are recognized in current-period earnings.

Cash flows from derivative contracts are included in Net cash provided by operating activities.

Advertising Production Costs — Advertising production costs are expensed in the period that the advertisement first takes place.

Research and Development Costs — The costs of research and development are expensed as incurred. Costs include expenditures for new product and manufacturing process innovation, and improvements to existing products and processes. Costs primarily consist of salaries, wages, consulting, and depreciation and maintenance of research facilities and equipment.

Income Taxes — Deferred tax assets and liabilities are recognized for the future impact of differences between the financial statement carrying amounts of assets and liabilities and their respective tax bases, as well as for operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Valuation allowances are recorded to reduce deferred tax assets when it is more likely than not that a tax benefit will not be realized.

2.   Recent Accounting Pronouncements

In December 2007, the Financial Accounting Standards Board (FASB) issued authoritative guidance which establishes accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. It requires a noncontrolling interest in a subsidiary, which was formerly known as minority interest, to be classified as a separate component of total equity in the consolidated financial statements. The company retrospectively adopted the new noncontrolling interest guidance in the first quarter of fiscal 2010. The adoption did not have a material impact on the financial statements. See Note 10 for additional information.

In December 2007, the FASB issued authoritative guidance for business combinations, which establishes the principles and requirements for how an acquirer recognizes the assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree at the acquisition date, measured at their fair values as of that date with limited exceptions. The guidance requires acquisition-related transaction costs to be expensed as incurred rather than capitalized as a component of the business combination. The provisions as revised were effective as of the first quarter of fiscal 2010 and will be applied to any business combinations entered into thereafter.

39

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

In September 2006, the FASB issued authoritative guidance for fair value measurements, which establishes a definition of fair value, provides a framework for measuring fair value and expands the disclosure requirements about fair value measurements. This guidance does not require any new fair value measurements but rather applies to all other accounting pronouncements that require or permit fair value measurements. In February 2008, the FASB issued authoritative guidance which delayed by a year the effective date for certain nonfinancial assets and liabilities. The company adopted the provisions of the guidance for financial assets and liabilities in the first quarter of fiscal 2009. The adoption did not have a material impact on the consolidated financial statements. The company adopted the remaining provisions in the first quarter of fiscal 2010 for nonfinancial assets and liabilities, including goodwill and intangible assets. The adoption likewise did not have a material impact on the consolidated financial statements. See Note 15 for additional information.

In June 2008, the FASB issued authoritative guidance related to the calculation of earnings per share. The guidance provides that unvested share-based payment awards that contain non-forfeitable rights to dividends or dividend equivalents (whether paid or unpaid) are participating securities and shall be included in the computation of earnings per share pursuant to the two-class method. Upon adoption, a company is required to retrospectively adjust its earnings per share data (including any amounts related to interim periods, summaries of earnings and selected financial data) to conform with the new provisions. The company adopted the guidance in the first quarter of fiscal 2010. Prior periods have been restated. See Note 9 for additional information.

In December 2008, the FASB issued additional authoritative guidance related to employers’ disclosures about the plan assets of defined benefit pension or other postretirement plans. The required disclosures include a description of how investment allocation decisions are made, major categories of plan assets, valuation techniques used to measure the fair value of plan assets, the impact of measurements using significant unobservable inputs and concentrations of risk within plan assets. The disclosures about plan assets required by this additional guidance must be provided for fiscal years ending after December 15, 2009. The company adopted the provisions in fiscal 2010. See Note 11 for additional information.

In January 2010, the FASB issued additional authoritative guidance related to fair value measurements and disclosures. The guidance requires disclosure of details of significant transfers in and out of Level 1 and Level 2 fair value measurements. Level 1 fair value measurements are based on unadjusted quoted market prices. Level 2 fair value measurements are based on significant inputs, other than Level 1, that are observable for the asset/liability through corroboration with observable market data. The guidance also clarifies the existing disclosure requirements for the level of disaggregation of fair value measurements and the disclosures on inputs and valuation techniques. The company adopted these provisions in the third quarter of fiscal 2010. The adoption did not have a material impact on the consolidated financial statements. In addition, the guidance requires a gross presentation of the activity within the Level 3 roll forward, separately presenting information about purchases, sales, issuances and settlements. The roll forward information must be provided by the company for the first quarter of fiscal 2012, as the provision is effective for annual reporting periods beginning after December 15, 2010 and for interim reporting periods within those years.

In June 2009, the FASB issued authoritative guidance that changed the consolidation model for variable interest entities. The provisions were effective for the first quarter of fiscal 2011. The adoption did not have a material impact on the company’s consolidated financial statements.

In November 2010, the FASB issued additional authoritative guidance clarifying the required disclosures of supplementary pro forma information for business combinations. The guidance is effective prospectively for business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2010.

In December 2010, the FASB issued additional authoritative guidance on accounting for goodwill. The guidance clarifies the impairment test for reporting units with zero or negative carrying amounts. The guidance is effective for fiscal years and interim periods within those years beginning after December 15, 2011. The company does not expect the adoption to have a material impact on the company’s consolidated financial statements.

40

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

In May 2011, the FASB issued further additional authoritative guidance related to fair value measurements and disclosures. The new guidance results in a consistent definition of fair value and common requirements for measurement of and disclosure about fair value between accounting principles generally accepted in the United States (U.S. GAAP) and International Financial Reporting Standards (IFRS). The guidance is effective for fiscal years and interim reporting periods within those years beginning after December 15, 2011. The company is assessing the impact of the guidance.

In June 2011, the FASB issued authoritative guidance requiring entities to present net income and other comprehensive income (OCI) in one continuous statement or two separate, but consecutive, statements of net income and comprehensive income. The option to present items of OCI in the statement of changes in equity has been eliminated. The new requirements are effective for annual reporting periods beginning after December 15, 2011 and for interim reporting periods within those years.

3.   Divestitures

Discontinued Operations

On March 18, 2008, the company completed the sale of its Godiva Chocolatier business for $850. The purchase price was subject to certain post-closing adjustments, which resulted in an additional $20 of proceeds. The company has reflected the results of this business as discontinued operations in the consolidated statements of earnings. The company used approximately $600 of the net proceeds to purchase company stock. The company recognized a $4 benefit in 2009 as a result of an adjustment to the tax liability associated with the sale.

Other Divestitures

In July 2008, the company entered into an agreement to sell its sauce and mayonnaise business comprised of products sold under the Lesieur brand in France. The company recorded a pre-tax impairment charge of $2 to adjust the net assets to estimated realizable value in 2008. The sale was completed on September 29, 2008 and resulted in $36 of proceeds. The purchase price was subject to working capital and other post-closing adjustments, which resulted in an additional $6 of proceeds. The business was historically included in the International Simple Meals and Beverages segment.

The company has provided certain indemnifications in connection with the divestitures. Known exposures related to such matters are not material.

4.   Comprehensive Income

Total comprehensive income is comprised of net earnings, net foreign currency translation adjustments, pension and postretirement benefit adjustments (see Note 11), and net unrealized gains and losses on cash-flow hedges (see Note 14). Total comprehensive income for the twelve months ended July 31, 2011, August 1, 2010, and August 2, 2009 was $1,111, $826, and $154, respectively.

The components of Accumulated other comprehensive income (loss), as reflected in the Statements of Equity, consisted of the following:

	2011			2010
Foreign currency translation adjustments, net of tax(1)	$	396		$	132
Cash-flow hedges, net of tax(2)		(20	)		(18	)
Unamortized pension and postretirement benefits, net of tax(3):
Net actuarial loss		(809	)		(856	)
Prior service credit		6			6
Total Accumulated other comprehensive loss	$	(427	)	$	(736	)

41

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(1)	Includes a tax expense of $4 in 2011 and a tax benefit of $1 in 2010. The amount related to noncontrolling interests was not material.
(2)	Includes a tax benefit of $11 in 2011 and $10 in 2010.
(3)	Includes a tax benefit of $459 in 2011 and $489 in 2010.

5.   Goodwill and Intangible Assets

The following table shows the changes in the carrying amount of goodwill by business segment:

	U.S.				Global		International			North
	Simple		U.S.		Baking and		Simple Meals			America
	Meals		Beverages		Snacking		and Beverages			Foodservice		Total
Balance at August 2, 2009	$	322	$	112	$	700	$	621		$	146	$	1,901
Foreign currency translation adjustment		—		—		54		(36	)		—		18
Balance at August 1, 2010	$	322	$	112	$	754	$	585		$	146	$	1,919
Foreign currency translation adjustment		—		—		160		54			—		214
Balance at July 31, 2011	$	322	$	112	$	914	$	639		$	146	$	2,133

The following table sets forth balance sheet information for intangible assets, excluding goodwill, subject to amortization and intangible assets not subject to amortization:

	2011			2010
Intangible Assets:
Non-amortizable intangible assets	$	515		$	496
Amortizable intangible assets		21			21
		536			517
Accumulated amortization		(9	)		(8	)
Total net intangible assets	$	527		$	509

Non-amortizable intangible assets consist of trademarks, which mainly include Pace, Royco, Liebig, Blå Band and Touch of Taste. Amortizable intangible assets consist substantially of process technology and customer intangibles.

Amortization was less than $1 in 2011, 2010, and 2009. The estimated aggregated amortization expense for each of the five succeeding fiscal years is less than $1 per year. Asset useful lives range from ten to twenty years.

In 2011, as part of the company’s annual review of intangible assets, an impairment charge of $3 was recognized related to the Heisse Tasse trademark used in the International Simple Meals and Beverages segment. The trademark was determined to be impaired as a result of a decrease in the fair value of the brand, resulting from reduced expectations for future sales and discounted cash flows. The impairment charge was recorded in Other expenses/(income) in the Consolidated Statements of Earnings. As of July 2011, certain European trademarks have a carrying value of approximately $100, which approximates fair value. Fair value is determined based on discounted cash flow analyses that include significant management assumptions such as revenue growth rates, weighted average cost of capital, and assumed royalty rates. Actual cash flows could differ from management’s estimates due to changes in business performance, operating performance, and economic conditions. Holding all other assumptions constant, a 100-basis-point increase in the weighted average cost of capital would reduce fair value of all trademarks and result in impairment charges of approximately $21.

42

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

In 2009, as part of the company’s annual review of intangible assets, an impairment charge of $67 was recognized related to certain European trademarks used in the International Simple Meals and Beverages segment, including Heisse Tasse, Blå Band and Royco. The trademarks were determined to be impaired as a result of a decrease in the fair value of the brands, resulting from reduced expectations for discounted cash flows. The reduction was due in part to a deterioration in market conditions and an increase in the weighted average cost of capital. The impairment charge was recorded in Other expenses/(income) in the Consolidated Statements of Earnings.

In May 2009, the company acquired Ecce Panis, Inc. Intangible assets from the acquisition totaled $16. See Note 8 for additional information.

6.   Business and Geographic Segment Information

Commencing with the fourth quarter of fiscal 2011, the company reports the results of operations in the following reportable segments: U.S. Simple Meals; U.S. Beverages; Global Baking and Snacking; International Simple Meals and Beverages; and North America Foodservice. Segment results of prior periods were modified to conform to the current presentation. The company has ten operating segments based on product type and geographic location and has aggregated the operating segments into the appropriate reportable segment based on similar economic characteristics; products; production processes; types or classes of customers; distribution methods; and regulatory environment. The segments are discussed in greater detail below.

The U.S. Simple Meals segment aggregates the following operating segments: U.S. Soup and U.S. Sauces. The U.S. Soup retail business includes the following products: Campbell’s condensed and ready-to-serve soups; and Swanson broth and stocks. The U.S. Sauces retail business includes the following products: Prego pasta sauce; Pace Mexican sauce; Swanson canned poultry; and Campbell’s canned gravies, pasta and beans.

The U.S. Beverages segment represents the U.S. retail beverages business, including the following products: V8 juices and beverages; and Campbell’s tomato juice.

The Global Baking and Snacking segment aggregates the following operating segments: Pepperidge Farm cookies, crackers, bakery and frozen products in U.S. retail; and Arnott’s biscuits in Australia and Asia Pacific.

The International Simple Meals and Beverages segment aggregates the simple meals and beverages operating segments outside of the United States, including Europe, Latin America, the Asia Pacific region and the retail business in Canada. See Note 3 for information on the sale of the sauce and mayonnaise business comprised of products sold under the Lesieur brand in France. This business was historically included in this segment.

The North America Foodservice segment represents the distribution of products such as soup, specialty entrees, beverage products, other prepared foods and Pepperidge Farm products through various food service channels in the United States and Canada.

The company’s accounting policies for measuring segment assets and earnings before interest and taxes are substantially consistent with those described in Note 1. The company evaluates segment performance before interest, taxes, and beginning in fiscal 2011, costs associated with restructuring activities. Segment operating earnings of prior periods were modified to conform to the current presentation. The manufacturing, warehousing, distribution and selling activities of the company’s U.S. retail business are operated as an integrated platform in order to maximize efficiency and productivity. As a result, assets and capital expenditures of the U.S. Simple Meals and U.S. Beverages are not discretely maintained. Depreciation expense associated with the integrated operations, however, is allocated to the U.S. Simple Meals and U.S. Beverages segments based on production hours. North America Foodservice products are principally produced by the tangible assets of the company’s other segments, except for refrigerated soups, which are produced in a separate facility, and certain other products, which are produced under contract manufacturing agreements. Tangible assets of the company’s other segments are not allocated to the North America Foodservice operations. Depreciation, however, is allocated to North America Foodservice based on production hours.

43

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The company’s largest customer, Wal-Mart Stores, Inc. and its affiliates, accounted for approximately 17% of consolidated net sales in 2011 and 18% in 2010 and 2009. All of the company’s segments sold products to Wal-Mart Stores, Inc. or its affiliates.

Business Segments

	2011			2010			2009
Net sales
U.S. Simple Meals	$	2,751		$	2,938		$	3,049
U.S. Beverages		759			762			735
Global Baking and Snacking		2,156			1,975			1,846
International Simple Meals and Beverages		1,463			1,423			1,357
North America Foodservice		590			578			599
Total	$	7,719		$	7,676		$	7,586
	2011			2010			2009(3)
Earnings before interest and taxes
U.S. Simple Meals	$	657		$	737		$	749
U.S. Beverages		182			206			178
Global Baking and Snacking		355			322			265
International Simple Meals and Beverages		185			161			69
North America Foodservice		82			55			53
Corporate(1)		(119	)		(121	)		(107	)
Restructuring charges and related costs(2)		(63	)		(12	)		(22	)
Total	$	1,279		$	1,348		$	1,185
	2011			2010			2009
Depreciation and Amortization
U.S. Simple Meals	$	87		$	86		$	86
U.S. Beverages		20			21			15
Global Baking and Snacking		82			75			71
International Simple Meals and Beverages		42			35			41
North America Foodservice		13			13			28
Corporate(1)		24			21			23
Total	$	268		$	251		$	264
	2011			2010			2009
Capital Expenditures
U.S. Simple Meals and U.S. Beverages	$	126		$	139		$	177
Global Baking and Snacking		73			81			58
International Simple Meals and Beverages		36			26			34
North America Foodservice		3			3			17
Corporate(1)		34			66			59
Total	$	272		$	315		$	345

44

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

	2011		2010		2009
Segment Assets
U.S. Simple Meals and U.S. Beverages	$	2,129	$	2,146	$	2,168
Global Baking and Snacking		1,982		1,710		1,628
International Simple Meals and Beverages		1,539		1,396		1,474
North America Foodservice		350		360		377
Corporate(1)		862		664		409
Total	$	6,862	$	6,276	$	6,056

(1)	Represents unallocated corporate expenses and unallocated assets.
(2)	See Note 7 for additional information.
(3)	Earnings before interest and taxes of the International Simple Meals and Beverages segment included a $67 impairment charge on certain European trademarks. See Note 5 for additional information.

The company’s global net sales based on product categories are as follows:

	2011		2010		2009
Net sales
Simple Meals	$	4,437	$	4,594	$	4,674
Baked Snacks		2,321		2,129		1,995
Beverages		961		953		917
Total	$	7,719	$	7,676	$	7,586

Simple meals include condensed and ready-to-serve soups, broths and sauces. Baked snacks include cookies, crackers, biscuits and other baked products.

Geographic Area Information

Information about operations in different geographic areas is as follows:

	2011		2010		2009
Net sales
United States	$	5,309	$	5,436	$	5,548
Europe		596		601		608
Australia/Asia Pacific		1,138		978		816
Other countries		676		661		614
Total	$	7,719	$	7,676	$	7,586
	2011		2010		2009
Long-lived assets
United States	$	1,281	$	1,279	$	1,388
Europe		102		104		119
Australia/Asia Pacific		384		326		283
Other countries		109		105		108
Corporate(1)		227		237		79
Total	$	2,103	$	2,051	$	1,977

(1) Represents primarily corporate offices.

45

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

7.   Restructuring Charges

2011 Initiatives

On June 28, 2011, the company announced a series of initiatives to improve supply chain efficiency and reduce overhead costs across the organization to help fund plans to drive the growth of the business. The company also announced its intent to exit the Russian market. The company expects to eliminate approximately 750 positions in connection with these initiatives. Details of the plans include:

•  In Australia, the company will invest in a new system to automate packing operations at its biscuit plant in Virginia. This investment will occur over an 18-month period and will result in the elimination of approximately 190 positions, subject to union and employee consultations. Further, the company will improve asset utilization in the U.S. by shifting production of ready-to-serve soups from Paris, Texas, to other facilities in 2012. In addition, the manufacturing facility in Marshall, Michigan, was closed in 2011, and manufacturing of Campbell’s Soup at Hand microwavable products will be consolidated at the Maxton, North Carolina, plant in 2012.

•  The company streamlined its salaried workforce by approximately 510 positions around the world, including approximately 130 positions at its world headquarters in Camden, New Jersey. These actions were substantially completed in 2011. As part of this initiative, the company outsourced a larger portion of its U.S. retail merchandising activities to its current retail sales agent, Acosta Sales and Marketing, and eliminated approximately 190 positions. The company expects that this action will enhance merchandising effectiveness and coverage for its U.S. customers.

•  In connection with exiting the Russian market, the company will eliminate approximately 50 positions. The exit process commenced in 2011 and is expected to be completed in fiscal 2012.

In 2011, the company recorded a restructuring charge of $63 ($41 after tax or $.12 per share) related to these initiatives. A summary of the pre-tax charge and remaining costs associated with the initiatives is as follows:

			Recognized			Remaining
	Total		as of			Costs to be
	Program		July 31, 2011			Recognized
Severance pay and benefits	$	40	$	(37	)	$	3
Asset impairment/accelerated depreciation		25		(22	)		3
Other exit costs		10		(4	)		6
Total	$	75	$	(63	)	$	12

Of the aggregate $75 of pre-tax costs, the company expects approximately $50 will be cash expenditures, the majority of which will be spent in 2012. In addition, the company expects to invest approximately $40 in capital expenditures in connection with the actions. The initiatives are expected to be completed by the end of fiscal 2013.

A summary of restructuring activity and related reserves associated with these initiatives at July 31, 2011 is as follows:

	Accrued				2011			Accrued
	Balance at		2011		Cash			Balance at
	August 1, 2010		Charges		Payments			July 31, 2011
Severance pay and benefits	$	—	$	37	$	(2	)	$	35
Asset impairment/accelerated depreciation		—		22
Other exit costs		—		4		—			4
Total	$	—	$	63	$	(2	)	$	39

46

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

A summary of restructuring charges associated with each segment is as follows:

	U.S.				Global		International		North
	Simple		U.S.		Baking and		Simple Meals		America
	Meals		Beverages		Snacking		and Beverages		Foodservice		Corporate		Total
Severance pay and benefits	$	10	$	3	$	12	$	10	$	1	$	1	$	37
Asset impairment/accelerated depreciation		20		—		—		2		—		—		22
Other exit costs		1		—		—		—		—		3		4
	$	31	$	3	$	12	$	12	$	1	$	4	$	63

The company expects to incur additional pre-tax costs of approximately $12 by segment as follows: U.S. Simple Meals — $2, Global Baking and Snacking — $3, International Simple Meals and Beverages — $6 and Corporate — $1. Segment operating results do not include restructuring charges as segment performance is evaluated excluding such charges.

2008 Initiatives

On April 28, 2008, the company announced a series of 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.

As a result of these initiatives, in 2009, the company recorded approximately $22 ($15 after tax or $.04 per share) of costs in Cost of products sold. Approximately $17 ($12 after tax) of the costs represented accelerated depreciation on property, plant and equipment; approximately $4 ($2 after tax) related to other exit costs; and approximately $1 related to employee severance and benefit costs, including other pension charges.

As a result of these initiatives, in 2010, the company recorded a restructuring charge of $12 ($8 after tax or $.02 per share) for pension benefit costs, which represented the final costs associated with the 2008 initiatives.

In the aggregate, the company incurred $216 of pre-tax costs for the total program in 2008 through 2010. Approximately $40 of the costs were cash expenditures, the majority of which was spent in 2009.

A summary of the pre-tax costs is as follows:

			Change
	Total		in			Recognized
	Program		Estimate(1)			2008-2010
Severance pay and benefits	$	62	$	(4	)	$	58
Asset impairment/accelerated depreciation		158		(4	)		154
Other exit costs		10		(6	)		4
Total	$	230	$	(14	)	$	216

(1) Primarily due to foreign currency translation.

Details of the impact of the initiatives on fiscal 2010 and 2009 results are as follows:

•  In April 2008, as part of the initiatives, the company announced plans to close the Listowel, Ontario, Canada food plant. The Listowel facility produced primarily frozen products, including soup, entrees, and Pepperidge Farm products, as well as ramen noodles for North America Foodservice. The facility employed approximately 500 people. The company closed the facility in April 2009. Production was transitioned to its network of North American contract manufacturers and to its Downingtown, Pennsylvania, plant. In connection with this action, in 2009, the company recorded $1 of employee severance and benefit costs, including other pension charges; $16 ($11 after tax) in accelerated depreciation of property, plant and

47

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

equipment; and $2 ($1 after tax) of other exit costs. In 2010, the company recorded a restructuring charge of $12 ($8 after tax) for pension benefit costs, which represented the final costs associated with the initiatives.

•  In April 2008, as part of the initiatives, the company also announced plans to discontinue the private label biscuit and industrial chocolate production at its Miranda, Australia, facility, which was part of Global Baking and Snacking. The company closed the Miranda facility, which employed approximately 150 people, in the second quarter of 2009. In connection with this action, in 2009, the company recorded $1 in accelerated depreciation of property, plant, and equipment, and $2 ($1 after tax) in other exit costs.

A summary of restructuring activity and related reserves of the 2008 initiatives is as follows:

	Severance Pay			Asset Impairment/		Other Exit
	and Benefits			Accelerated Depreciation		Costs		Total
Accrued balance at July 29, 2007	$	—
2008 charge(1)		45			137		—	$	182
Cash payments		(4	)
Pension termination benefits(2)		(4	)
Accrued balance at August 3, 2008		37
2009 charge		1			17		4	$	22
Cash payments		(26	)
Pension termination benefits(2)		(2	)
Foreign currency translation adjustment		(6	)
Accrued balance at August 2, 2009		4
2010 charge		12			—		—	$	12
Cash payments		(3	)
Pension termination benefits(2)		(12	)
Accrued balance at August 1, 2010		1
Cash payments		(1	)
Accrued balance at July 31, 2011	$	—

(1)

In 2008, as part of the initiatives, the company sold certain Australian salty snack food brands and assets, which were part of Global Baking and Snacking, and recorded a pre-tax net loss of $120 on the sale. The company streamlined its management structure and eliminated certain overhead costs. These actions began in the fourth quarter of 2008 and were substantially completed in 2009. In connection with this action, the company recorded $17 in employee severance and benefit costs in 2008. The company also recognized $45 in costs associated with the closures of the Listowel, Canada, and Miranda, Australia, facilities.

(2)

Pension termination benefits are recognized in Other Liabilities and Accumulated Other Compensation Income/(Loss). See Note 11.

A summary of restructuring charges incurred in 2008 through 2010 by segment follows:

	Global		International		North
	Baking and		Simple Meals		America
	Snacking		and Beverages		Foodservice		Total
Severance pay and benefits	$	14	$	9	$	35	$	58
Asset impairment/accelerated depreciation		131		—		23		154
Other exit costs		2		—		2		4
	$	147	$	9	$	60	$	216

48

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

8.   Acquisitions

On May 4, 2009, the company acquired Ecce Panis, Inc., an artisan bread maker, for $66. The results of operations of Ecce Panis, Inc. are included in the Global Baking and Snacking segment and were not material to 2009 results. The pro forma impact on sales, net earnings or earnings per share for the prior periods would not have been material. As part of the purchase price allocation, $46 was allocated to intangible assets, primarily consisting of goodwill, trade secret process technology, trademarks and customer relationships.

The following table presents the purchase price allocation of Ecce Panis, Inc.:

	May 4, 2009
Accounts receivable	$	2
Inventories		1
Other current assets		1
Total current assets	$	4
Plant assets	$	12
Goodwill		30
Other intangible assets		16
Other assets		14
Total assets acquired	$	76
Current liabilities	$	3
Non-current liabilities		7
Total liabilities assumed	$	10
Net assets acquired	$	66

9.   Earnings per Share

In June 2008, the FASB issued accounting guidance related to the calculation of earnings per share. The guidance provides that unvested share-based payment awards that contain non-forfeitable rights to dividends or dividend equivalents (whether paid or unpaid) are participating securities and shall be included in the computation of earnings per share pursuant to the two-class method. Share-based payment awards granted prior to fiscal 2011 contained non-forfeitable rights to dividends or dividend equivalents. The two-class method is an earnings allocation formula that determines earnings per share for each class of common stock and participating security according to dividends declared and participation rights in undistributed earnings. The company adopted and retrospectively applied the new guidance in the first quarter of fiscal 2010. The retrospective application of the provisions resulted in a reduction of basic and diluted earnings per share:

	2009
	Basic			Diluted
Earnings from continuing operations attributable to Campbell Soup Company	$	(.03	)	$	(.01	)
Net earnings attributable to Campbell Soup Company	$	(.03	)	$	(.01	)

49

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The computation of basic and diluted earnings per share attributable to common shareowners is as follows:

	2011			2010			2009
Earnings from continuing operations attributable to Campbell Soup Company	$	805		$	844		$	732
Less: Allocation of earnings to participating securities		(9	)		(14	)		(12	)
Available to Campbell Soup Company common shareowners	$	796		$	830		$	720
Earnings from discontinued operations attributable to Campbell Soup Company	$	—		$	—		$	4
Less: Allocation of earnings to participating securities		—			—			—
Available to Campbell Soup Company common shareowners	$	—		$	—		$	4
Net earnings attributable to Campbell Soup Company	$	805		$	844		$	736
Less: Allocation of earnings to participating securities		(9	)		(14	)		(12	)
Available to Campbell Soup Company common shareowners	$	796		$	830		$	724
Weighted average shares outstanding — basic		326			340			352
Effect of dilutive securities: stock options and other share-based payment awards		3			3			2
Weighted average shares outstanding — diluted		329			343			354
Earnings from continuing operations attributable to Campbell Soup Company per common share:
Basic	$	2.44		$	2.44		$	2.05
Diluted	$	2.42		$	2.42		$	2.03
Earnings from discontinued operations attributable to Campbell Soup Company per common share:
Basic	$	—		$	—		$	.01
Diluted	$	—		$	—		$	.01
Net earnings attributable to Campbell Soup Company per common share(1):
Basic	$	2.44		$	2.44		$	2.06
Diluted	$	2.42		$	2.42		$	2.05

(1) The sum of the individual per share amounts does not equal due to rounding.

There were no antidilutive stock options in 2011. Stock options to purchase less than 1 million shares of capital stock in 2010, and 3 million shares of capital stock in 2009 were not included in the calculation of diluted earnings per share because the exercise price of the stock options exceeded the average market price of the capital stock and, therefore, would be antidilutive.

10.   Noncontrolling Interests

The company owns a 60% controlling interest in a joint venture formed with Swire Pacific Limited to support the development of the company’s business in China. The joint venture began operations on January 31, 2011, the beginning of the third fiscal quarter. At the inception of the joint venture, the joint venture partner contributed net assets of $7, including $9 of cash contributions, and the company made an $11 cash contribution. In July 2011, the

50

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

company and joint venture partner contributed additional cash of $2 and $1, respectively. The noncontrolling interest’s share in the net loss was included in Net earnings (loss) attributable to noncontrolling interests in the Consolidated Statements of Earnings.

The company owns a 70% controlling interest in a Malaysian manufacturing company. The earnings attributable to the noncontrolling interest have historically been less than $1 annually and were previously included in Other expense/(income) in the Consolidated Statements of Earnings. Beginning in the third quarter of fiscal 2011, the earnings attributable to the noncontrolling interest were included in Net earnings (loss) attributable to noncontrolling interests in the Consolidated Statements of Earnings. The earnings were not material in 2011.

The noncontrolling interests in these entities were included in Total equity in the Consolidated Balance Sheets and Consolidated Statements of Equity.

11.   Pension and Postretirement Benefits

Pension Benefits — The company sponsors a number of noncontributory defined benefit pension plans to provide retirement benefits to all eligible U.S. and non-U.S. employees. The benefits provided under these plans are based primarily on years of service and compensation levels. In 1999, the company implemented significant amendments to certain U.S. pension plans. Under a new formula, retirement benefits are determined based on percentages of annual pay and age. To minimize the impact of converting to the new formula, service and earnings credit continues to accrue for active employees participating in the plans under the old formula prior to the amendments through the year 2014. Employees will receive the benefit from either the new or old formula, whichever is higher. Benefits become vested upon the completion of three years of service. Benefits are paid from funds previously provided to trustees and insurance companies or are paid directly by the company from general funds. Effective as of January 1, 2011, the company’s U.S. pension plans were amended so that employees hired or rehired on or after that date and who are not covered by collective bargaining agreements will not be eligible to participate in the plans.

Postretirement Benefits — The company provides postretirement benefits including health care and life insurance to substantially all retired U.S. employees and their dependents. The company established retiree medical account benefits for eligible U.S. retirees. The accounts were intended to provide reimbursement for eligible health care expenses on a tax-favored basis. Effective as of January 1, 2011, the retirement medical program was amended to eliminate the retiree medical account benefit for employees not covered by collective bargaining agreements. To preserve the benefit for employees close to retirement age, the retiree medical account will be available to employees who were at least age 50 with at least 10 years of service as of December 31, 2010, and who satisfy the other eligibility requirements for the retiree medical program.

The company uses the fiscal year end as the measurement date for the benefit plans.

Components of net periodic benefit cost:

	Pension
	2011			2010			2009
Service cost	$	58		$	55		$	46
Interest cost		121			121			122
Expected return on plan assets		(178	)		(170	)		(163	)
Amortization of prior service cost		1			1			1
Recognized net actuarial loss		70			49			19
Settlement (gains)/costs		(1	)		12			—
Special termination benefits		—			—			2
Net periodic pension expense	$	71		$	68		$	27

51

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The settlement costs in 2010 are related to the closure of a plant in Canada. The settlement costs are included in Restructuring charges in the Consolidated Statements of Earnings. See Note 7 for additional information.

The estimated net actuarial loss that will be amortized from Accumulated other comprehensive loss into net periodic pension cost during 2012 is $75.

	Postretirement
	2011			2010		2009
Service cost	$	3		$	3	$	3
Interest cost		18			19		22
Amortization of prior service cost/(credit)		(1	)		1		1
Recognized net actuarial loss		7			1		—
Net periodic postretirement expense	$	27		$	24	$	26

The estimated prior service credit and net actuarial loss that will be amortized from Accumulated other comprehensive loss into net periodic postretirement expense during 2012 are $1 and $9, respectively.

Change in benefit obligation:

	Pension						Postretirement
	2011			2010			2011			2010
Obligation at beginning of year	$	2,275		$	2,077		$	362		$	340
Service cost		58			55			3			3
Interest cost		121			121			18			19
Actuarial loss		61			181			15			50
Participant contributions		—			—			5			4
Benefits paid		(146	)		(148	)		(34	)		(39	)
Medicare subsidies		—			—			5			3
Other		(4	)		(2	)		—			—
Plan amendments		(1	)		—			—			(18	)
Settlement		(8	)		(21	)		—			—
Foreign currency adjustment		32			12			—			—
Benefit obligation at end of year	$	2,388		$	2,275		$	374		$	362

Change in the fair value of pension plan assets:

	2011			2010
Fair value at beginning of year	$	1,767		$	1,415
Actual return on plan assets		266			222
Employer contributions		144			284
Benefits paid		(139	)		(142	)
Settlement		(6	)		(21	)
Foreign currency adjustment		27			9
Fair value at end of year	$	2,059		$	1,767

52

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Amounts recognized in the Consolidated Balance Sheets:

	Pension						Postretirement
	2011			2010			2011			2010
Accrued liabilities	$	(10	)	$	(8	)	$	(30	)	$	(30	)
Other liabilities		(319	)		(500	)		(344	)		(332	)
Net amount recognized	$	(329	)	$	(508	)	$	(374	)	$	(362	)
Amounts recognized in accumulated other comprehensive loss consist of:
Net actuarial loss	$	1,179		$	1,263		$	95		$	87
Prior service credit		(3	)		(1	)		(9	)		(10	)
Total	$	1,176		$	1,262		$	86		$	77

The changes in other comprehensive loss associated with pension benefits included the reclassification of actuarial losses into earnings of $70 and $49 in 2011 and 2010, respectively. The remaining changes in other comprehensive loss associated with pension benefits were primarily due to net actuarial losses arising during the period and the impact of foreign currency.

The change in other comprehensive loss associated with postretirement benefits in 2011 was primarily due to net actuarial losses arising during the period. The change in other comprehensive loss associated with postretirement benefits in 2010 included $50 of net actuarial losses arising during the period and $18 of prior service credit.

The following table provides information for pension plans with accumulated benefit obligations in excess of plan assets:

	2011		2010
Projected benefit obligation	$	2,194	$	2,261
Accumulated benefit obligation	$	2,131	$	2,140
Fair value of plan assets	$	1,891	$	1,757

The accumulated benefit obligation for all pension plans was $2,299 at July 31, 2011 and $2,148 at August 1, 2010.

Weighted-average assumptions used to determine benefit obligations at the end of the year:

	Pension						Postretirement
	2011			2010			2011			2010
Discount rate		5.41	%		5.46	%		5.00	%		5.25	%
Rate of compensation increase		3.31	%		3.29	%		3.25	%		3.25	%

Weighted-average assumptions used to determine net periodic benefit cost for the years ended:

Pension	2011			2010			2009
Discount rate		5.46	%		6.00	%		6.87	%
Expected return on plan assets		8.15	%		8.13	%		8.60	%
Rate of compensation increase		3.29	%		3.29	%		3.97	%

The discount rate is established as of the company’s fiscal year-end measurement date. In establishing the discount rate, the company reviews published market indices of high-quality debt securities, adjusted as appropriate for duration. In addition, independent actuaries apply high-quality bond yield curves to the expected benefit payments of the plans. The expected return on plan assets is a long-term assumption based upon historical experience and expected future performance, considering the company’s current and projected investment mix.

53

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

This estimate is based on an estimate of future inflation, long-term projected real returns for each asset class, and a premium for active management.

The discount rate used to determine net periodic postretirement expense was 5.25% in 2011, 6.00% in 2010, and 7.00% in 2009.

Assumed health care cost trend rates at the end of the year:

	2011			2010
Health care cost trend rate assumed for next year		8.25	%		8.25	%
Rate to which the cost trend rate is assumed to decline (ultimate trend rate)		4.50	%		4.50	%
Year that the rate reaches the ultimate trend rate		2019			2018

A one-percentage-point change in assumed health care costs would have the following effects on 2011 reported amounts:

	Increase		Decrease
Effect on service and interest cost	$	1	$	(1	)
Effect on the 2011 accumulated benefit obligation	$	20	$	(18	)

Pension Plan Assets

The fundamental goal underlying the investment policy is to ensure that the assets of the plans are invested in a prudent manner to meet the obligations of the plans as these obligations come due. The primary investment objectives include providing a total return which will promote the goal of benefit security by attaining an appropriate ratio of plan assets to plan obligations, to provide for real asset growth while also tracking plan obligations, to diversify investments across and within asset classes, to reduce the impact of losses in single investments, and to follow investment practices that comply with applicable laws and regulations.

The primary policy objectives will be met by investing assets to achieve a reasonable tradeoff between return and risk relative to the plans’ obligations. This includes investing a portion of the assets in funds selected in part to hedge the interest rate sensitivity to plan obligations.

The portfolio includes investments in the following asset classes: fixed income, equity, real estate and alternatives. Fixed income will provide a moderate expected return and partially hedge the exposure to interest rate risk of the plans’ obligations. Equities are used for their high expected return. Additional asset classes are used to provide diversification.

Asset allocation is monitored on an ongoing basis relative to the established asset class targets. The interaction between plan assets and benefit obligations is periodically studied to assist in the establishment of strategic asset allocation targets. The investment policy permits variances from the targets within certain parameters. Asset rebalancing occurs when the underlying asset class allocations move outside these parameters, at which time the asset allocation is rebalanced back to the policy target weight.

The company’s year-end pension plan weighted-average asset allocations by category were:

	Strategic
	Target			2011			2010
Equity securities		51	%		50	%		49	%
Debt securities		35	%		35	%		34	%
Real estate and other		14	%		15	%		17	%
Total		100	%		100	%		100	%

54

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The company is required to categorize pension plan assets based on the following fair value hierarchy:

•  Level 1: Observable inputs that reflect quoted prices (unadjusted) for identical assets in active markets.

•  Level 2: Inputs other than quoted prices included in Level 1 that are observable for the asset through corroboration with observable market data.

•  Level 3: Unobservable inputs that reflect the reporting entity’s own assumptions.

The following table presents the company’s pension plan assets by asset category at July 31, 2011 and August 1, 2010:

	Fair Value			Fair Value Measurements at						Fair Value		Fair Value Measurements at
	as of			July 31, 2011 Using						as of		August 1, 2010 Using
	July 31,			Fair Value Hierarchy						August 1,		Fair Value Hierarchy
	2011			Level 1		Level 2		Level 3		2010		Level 1		Level 2		Level 3
Asset category
Short-term investments	$	65		$	5	$	60	$	—	$	60	$	5	$	55	$	—
Equities:
U.S.		396			396		—		—		308		308		—		—
Non-U.S.		267			267		—		—		245		245		—		—
Corporate bonds:
U.S.		414			—		414		—		357		—		357		—
Non-U.S.		88			—		88		—		89		—		89		—
Government and agency bonds:
U.S.		9			—		9		—		21		—		21		—
Non-U.S.		31			—		31		—		21		—		21		—
Municipal Bonds		42			—		42		—		17		—		17		—
Commingled funds:
Equities		366			—		366		—		298		—		298		—
Fixed Income		73			—		73		—		46		—		46		—
Mortgage and asset backed securities		27			—		27		—		26		—		26		—
Real estate		70			7		44		19		60		4		38		18
Limited partnerships		20			—		—		20		24		—		—		24
Hedge funds		196			—		196		—		174		—		174		—
Guaranteed insurance contracts		—			—		—		—		8		—		—		8
Total	$	2,064		$	675	$	1,350	$	39	$	1,754	$	562	$	1,142	$	50
Other items to reconcile to fair value of plan assets		(5	)								13
Total pension assets at fair value	$	2,059								$	1,767

Short-term investments — Investments include cash and cash equivalents, and various short-term debt instruments and short-term investment funds. Institutional short-term investment vehicles valued daily are classified as Level 1 at cost which approximates market value. Other investment vehicles are valued based upon a net asset value and are classified as Level 2.

Equities — Common stocks and preferred stocks are classified as Level 1 and are valued using quoted market prices in active markets.

55

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Corporate bonds — These investments are valued based on quoted market prices, yield curves and pricing models using current market rates.

Government and agency bonds — These investments are generally valued based on bid quotations and recent trade data for identical or similar obligations.

Municipal bonds — These investments are valued based on quoted market prices, yield curves and pricing models using current market rates.

Commingled funds — Investments in commingled funds are classified as Level 2 assets as the funds are not traded in active markets. Commingled funds are valued based on the unit values of such funds. Unit values are based on the fair value of the underlying assets of the funds derived from inputs principally based on quoted market prices in an active market or corroborated by observable market data by correlation or other means.

Mortgage and asset backed securities — Fair value is based on prices obtained from third party pricing sources. The prices from third party pricing sources may be based on bid quotes from dealers and recent trade data. Mortgage backed securities are traded in the over-the-counter market.

Real estate — Real estate investments consist of real estate investment trusts and property funds. Real estate investment trusts are classified as Level 1 and are valued based on quoted market prices. Property funds are classified as either Level 2 or Level 3 depending upon whether liquidity is limited or there are few observable market participant transactions. Fair value is based on third party appraisals.

Limited partnerships — Investments in limited partnerships are valued based upon valuations provided by the general partners of the funds. The values of limited partnerships are based upon an assessment of each underlying investment, incorporating valuations that consider the evaluation of financing and sales transactions with third parties, expected cash flows, and market-based information, including comparable transactions and performance multiples among other factors. The investments are classified as Level 3 since the valuation is determined using unobservable inputs.

Hedge funds — Hedge fund investments include hedge funds valued based upon a net asset value derived from the fair value of underlying securities and are therefore classified as Level 2 assets. Hedge fund investments may include long and short positions in equity and fixed income securities, derivative instruments such as futures and options, commodities, and other types of securities.

Guaranteed insurance contracts — These assets are classified as Level 3 assets as they are valued using unobservable inputs. Guaranteed insurance contracts are valued based on the discounted stream of guaranteed benefit payments at a market rate increased for expected future profit sharing. The expected excess return is equal to expected indexation granted to participants. The discounted stream of guaranteed benefit payments is calculated based on the expected mortality rates of plan participants.

Other items to reconcile to fair value of plan assets included net accrued interest and dividends receivable, amounts due for securities sold, amounts payable for securities purchased, and other payables.

56

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The following table summarizes the changes in fair value of Level 3 investments for the years ended July 31, 2011 and August 1, 2010:

	Real			Limited			Guaranteed Insurance
	Estate			Partnerships			Contracts			Total
Fair value at August 1, 2010	$	18		$	24		$	8		$	50
Actual return on plan assets		4			4			(2	)		6
Purchases		—			—			—			—
Sales		(3	)		(8	)		—			(11	)
Settlements		—			—			(6	)		(6	)
Transfers out of Level 3		—			—			—			—
Fair value at July 31, 2011	$	19		$	20		$	—		$	39

	Real			Limited			Guaranteed Insurance
	Estate			Partnerships			Contracts		Total
Fair value at August 2, 2009	$	32		$	31		$	5	$	68
Actual return on plan assets		(2	)		(4	)		2		(4	)
Purchases		—			—			1		1
Sales		(1	)		(3	)		—		(4	)
Settlements		—			—			—		—
Transfers out of Level 3		(11	)		—			—		(11	)
Fair value at August 1, 2010	$	18		$	24		$	8	$	50

The company contributed $55 to U.S. plans in the first quarter of 2012. Additional contributions to U.S. plans are not expected in 2012. Contributions to non-U.S. plans are expected to be approximately $10 in 2012.

Estimated future benefit payments are as follows:

	Pension		Postretirement
2012	$	147	$	30
2013	$	150	$	31
2014	$	150	$	31
2015	$	154	$	32
2016	$	158	$	32
2017-2021	$	856	$	163

The benefit payments include payments from funded and unfunded plans.

Estimated future Medicare subsidy receipts are approximately $3 annually from 2012 through 2016, and $15 cumulatively for the period 2017 through 2021.

Savings Plan — The company sponsors employee savings plans which cover substantially all U.S. employees. Effective January 1, 2011, the company provides a matching contribution of 100% of employee contributions up to 4% of compensation for employees who are not covered by collective bargaining agreements. Employees hired or rehired on or after January 1, 2011 who will not be eligible to participate in the defined benefit plans and who are not covered by collective bargaining agreements receive a contribution equal to 3% of compensation regardless of their participation in the Savings Plan. Prior to January 1, 2011, the company provided a matching contribution of 60% (50% at certain locations) of the employee contributions up to 5% of compensation after one year of continued service. Amounts charged to Costs and expenses were $20 in 2011, $17 in 2010, and $18 in 2009.

57

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

12.   Taxes on Earnings

The provision for income taxes on earnings from continuing operations consists of the following:

	2011			2010		2009
Income taxes:
Currently payable
Federal	$	215		$	253	$	145
State		27			46		12
Non-U.S.		78			45		46
		320			344		203
Deferred
Federal		47			38		142
State		(2	)		1		9
Non-U.S.		1			15		(7	)
		46			54		144
	$	366		$	398	$	347
Earnings from continuing operations before income taxes:
United States	$	944		$	1,051	$	976
Non-U.S.		224			191		103
	$	1,168		$	1,242	$	1,079

The following is a reconciliation of the effective income tax rate on continuing operations with the U.S. federal statutory income tax rate:

	2011			2010			2009
Federal statutory income tax rate		35.0	%		35.0	%		35.0	%
State income taxes (net of federal tax benefit)		1.4			2.5			1.7
Tax effect of international items		(2.1	)		(2.5	)		(0.8	)
Settlement of tax contingencies		(0.5	)		(0.7	)		(1.0	)
Federal manufacturing deduction		(1.8	)		(1.3	)		(1.0	)
Other		(0.7	)		(1.0	)		(1.7	)
Effective income tax rate		31.3	%		32.0	%		32.2	%

During 2011, the company recorded a tax benefit of $8 following the finalization of tax audits.

In the third quarter of 2010, the company recorded deferred tax expense of $10 due to the enactment of U.S. health care legislation in March 2010. The law changed the tax treatment of subsidies to companies that provide prescription drug benefits to retirees. Accordingly, the company recorded the non-cash charge to reduce the value of the deferred tax asset associated with the subsidy.

In 2010, the company recorded a tax benefit of $9 following the finalization of tax audits. The company recorded an additional tax benefit of $2 during the year related to the resolution of other tax contingencies.

In 2009, the company recorded a tax benefit of $11 following the finalization of tax audits.

58

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Deferred tax liabilities and assets are comprised of the following:

	2011			2010
Depreciation	$	253		$	221
Amortization		474			449
Other		14			13
Deferred tax liabilities		741			683
Benefits and compensation		307			319
Pension benefits		93			134
Tax loss carryforwards		84			67
Capital loss carryforwards		122			101
Other		83			76
Gross deferred tax assets		689			697
Deferred tax asset valuation allowance		(156	)		(123	)
Net deferred tax assets		533			574
Net deferred tax liability	$	208		$	109

At July 31, 2011, U.S. and non-U.S. subsidiaries of the company have tax loss carryforwards of approximately $395. Of these carryforwards, $163 expire between 2012 and 2028, and $232 may be carried forward indefinitely. The current statutory tax rates in these countries range from 20% to 35%. At July 31, 2011, deferred tax asset valuation allowances have been established to offset $132 of these tax loss carryforwards. Additionally, at July 31, 2011, non-U.S. subsidiaries of the company have capital loss carryforwards of approximately $406, which are fully offset by deferred tax asset valuation allowances.

The net change in the deferred tax asset valuation allowance in 2011 was an increase of $33. The increase was primarily due to the impact of currency and recognition of additional valuation allowances on foreign loss carryforwards. The net change in the valuation allowance in 2010 was an increase of $15. The increase was primarily due to the impact of currency and the recognition of additional valuation allowances on foreign loss carryforwards that are not expected to be utilized prior to the expiration date. The net change in the valuation allowance in 2009 was a decrease of $7, primarily due to currency.

As of July 31, 2011, U.S. income taxes have not been provided on approximately $420 of undistributed earnings of non-U.S. subsidiaries, which are deemed to be permanently reinvested. It is not practical to estimate the tax liability that might be incurred if such earnings were remitted to the U.S.

A reconciliation of the activity related to unrecognized tax benefits follows:

	2011			2010			2009
Balance at beginning of year	$	36		$	42		$	54
Increases related to prior-year tax positions		6			14			—
Decreases related to prior-year tax positions		(4	)		(11	)		(11	)
Increases related to current-year tax positions		9			4			4
Settlements		—			(11	)		(2	)
Lapse of statute		(4	)		(2	)		(3	)
Balance at end of year	$	43		$	36		$	42

As of July 31, 2011, August 1, 2010, and August 2, 2009, there were $17, $22, and $28, respectively, of unrecognized tax benefits that if recognized would affect the annual effective tax rate. The total amount of unrecognized tax benefits can change due to audit settlements, tax examination activities, statute expirations and the

59

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

recognition and measurement criteria under accounting for uncertainty in income taxes. The company is unable to estimate what this change could be within the next twelve months, but does not believe it would be material to the financial statements.

The company’s accounting policy with respect to interest and penalties attributable to income taxes is to reflect any expense or benefit as a component of its income tax provision. The total amount of interest and penalties recognized in the Consolidated Statements of Earnings was a benefit of $1 in 2011, an expense of $2 in 2010 and a benefit of $1 in 2009. The total amount of interest and penalties recognized in the Consolidated Balance Sheets as of July 31, 2011, and August 1, 2010, was $8 and $9, respectively.

None of the unrecognized tax benefit liabilities, including interest and penalties, are expected to be settled within the next twelve months. The $51 and $45 of unrecognized tax benefit liabilities, including interest and penalties, were reported as other non-current liabilities in the Consolidated Balance Sheets as of July 31, 2011, and August 1, 2010, respectively.

The company does business globally and, as a result, files income tax returns in the U.S. federal jurisdiction and various state and non-U.S. jurisdictions. In the normal course of business, the company is subject to examination by taxing authorities throughout the world, including such major jurisdictions as the United States, Australia, Canada, Belgium, France and Germany. The 2011 tax year is currently under audit by the IRS. In addition, several state income tax examinations are in progress for fiscal years 2001 to 2009.

With limited exceptions, the company has been audited for income tax purposes in Canada and France through fiscal year 2005, in Germany through fiscal year 2007, and in Belgium and Australia through fiscal year 2009.

13.   Short-term Borrowings and Long-term Debt

Short-term borrowings consist of the following:

	2011		2010
Commercial paper	$	563	$	96
Current portion of long-term debt		—		700
Variable-rate bank borrowings		92		34
Fixed-rate borrowings		1		1
Capital leases		1		1
Other(1)		—		3
	$	657	$	835

(1) Other includes unamortized net premium/discount on debt issuances and unamortized gain on a terminated interest rate swap.

As of July 31, 2011, the weighted-average interest rate of commercial paper, which consisted of U.S. borrowings, was 0.33%. As of August 1, 2010, the weighted-average interest rate of commercial paper, which consisted of U.S. borrowings, was 0.24%.

At July 31, 2011, the company had $45 of standby letters of credit issued on behalf of the company. The company had a $975 committed 364-day revolving credit facility that matured in September 2011, and a $975 revolving credit facility that was due to mature in September 2013. In September 2011, the company entered into committed revolving credit facilities totaling $2,000. The facilities are comprised of a $1,500 facility that matures in September 2016, and a $500, 364-day facility that contains a one-year term-out feature. These facilities replaced the two $975 revolving credit facilities.

60

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Long-term Debt consists of the following:

Type	Fiscal Year of Maturity		Rate			2011		2010
Notes		2011		6.75	%	$	—	$	700
Notes		2013		5.00	%		400		400
Notes		2014		4.88	%		300		300
Notes		2015		3.38	%		300		300
Notes		2017		3.05	%		400		400
Notes		2019		4.50	%		300		300
Notes		2021		4.25	%		500		—
Debentures		2021		8.88	%		200		200
Fixed-rate borrowings							—		1
Capital leases							—		1
Other(1)							27		43
Total							2,427		2,645
Less current portion							—		700
Total long-term debt						$	2,427	$	1,945

(1) Other includes unamortized net premium/discount on debt issuances and amounts related to interest rate swaps designated as fair-value hedges. For additional information on fair-value interest rate swaps, see Note 14.

In April 2011, the company issued $500 of 4.25% notes which mature on April 15, 2021. Interest on the notes is due semi-annually on April 15 and October 15, commencing on October 15, 2011. The company may redeem the notes in whole or in part at any time at a redemption price of 100% of the principal amount plus accrued interest or an amount designed to ensure that the note holders are not penalized by the early redemption.

In July 2010, the company issued $400 of 3.05% notes which mature on July 15, 2017. Interest on the notes is due semi-annually on January 15 and July 15, commencing on January 15, 2011. The company may redeem the notes in whole or in part at any time at a redemption price of 100% of the principal amount plus accrued interest or an amount designed to ensure that the note holders are not penalized by the early redemption.

The fair value of the company’s long-term debt, including the current portion of long-term debt in Short-term borrowings, was $2,603 at July 31, 2011 and $2,829 at August 1, 2010.

Principal amounts of debt mature as follows: none in 2012; $400 in 2013; $300 in 2014; $300 in 2015; none in 2016; and beyond a total of $1,400.

14.   Financial Instruments

The carrying value of cash and cash equivalents, accounts receivable, accounts payable and short-term borrowings, excluding the current portion of long-term debt, approximate fair value. The fair value of long-term debt as indicated in Note 13 is based on quoted market prices or pricing models using current market rates.

The principal market risks to which the company is exposed are changes in foreign currency exchange rates, interest rates, and commodity prices. In addition, the company is exposed to equity price changes related to certain deferred compensation obligations. In order to manage these exposures, the company follows established risk management policies and procedures, including the use of derivative contracts such as swaps, forwards and commodity futures and option contracts. These derivative contracts are entered into for periods consistent with the related underlying exposures and do not constitute positions independent of those exposures. The company does not enter into derivative contracts for speculative purposes and does not use leveraged instruments. The company’s derivative programs include strategies that both qualify and do not qualify for hedge accounting treatment.

61

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The company is exposed to the risk that counterparties to derivative contracts will fail to meet their contractual obligations. The company minimizes counterparty credit risk on these transactions by dealing only with leading, credit-worthy financial institutions having long-term credit ratings of “A” or better. In addition, the contracts are distributed among several financial institutions, thus minimizing credit-risk concentration. The company does not have credit-risk-related contingent features in its derivative instruments as of July 31, 2011.

Foreign Currency Exchange Risk

The company is exposed to foreign currency exchange risk related to its international operations, including non-functional currency intercompany debt and net investments in subsidiaries. The company is also exposed to foreign exchange risk as a result of transactions in currencies other than the functional currency of certain subsidiaries. Principal currencies hedged include the Australian dollar, Canadian dollar, euro, Swedish krona, New Zealand dollar, British pound and Japanese yen. The company utilizes foreign exchange forward purchase and sale contracts as well as cross-currency swaps to hedge these exposures. The contracts are either designated as cash-flow hedging instruments or are undesignated. The company typically hedges portions of its forecasted foreign currency transaction exposure with foreign exchange forward contracts for up to 18 months. To hedge currency exposures related to intercompany debt, the company enters into cross-currency swap contracts for periods consistent with the underlying debt. As of July 31, 2011, cross-currency swap contracts mature in fiscal 2012 through fiscal 2015. The notional amount of foreign exchange forward and cross-currency swap contracts accounted for as cash-flow hedges was $287 and $261 at July 31, 2011 and August 1, 2010, respectively. The effective portion of the changes in fair value on these instruments is recorded in other comprehensive income (loss) and is reclassified into the Consolidated Statements of Earnings on the same line item and same period in which the underlying hedge transaction affects earnings. The notional amount of foreign exchange forward and cross-currency swap contracts that are not designated as accounting hedges was $861 and $757 at July 31, 2011 and August 1, 2010, respectively.

Interest Rate Risk

The company manages its exposure to changes in interest rates by optimizing the use of variable-rate and fixed-rate debt and by utilizing interest rate swaps in order to maintain its variable-to-total debt ratio within targeted guidelines. Receive fixed rate/pay variable rate interest rate swaps are accounted for as fair-value hedges. The notional amount of outstanding fair-value interest rate swaps totaled $500 at July 31, 2011 and at August 1, 2010.

During fiscal 2010, the company entered into forward starting interest rate swap contracts accounted for as cash-flow hedges with a combined notional value of $200 to hedge a July 2010 anticipated debt offering. These swaps were settled concurrent with the July 2010 debt issuance of $400 seven-year 3.05% notes at a loss of $14, which was recorded in other comprehensive income (loss). The loss on the swap contracts will be amortized over the life of the debt as additional interest expense.

In June 2008, the company entered into two forward starting interest rate swap contracts accounted for as cash-flow hedges with a combined notional value of $200 to hedge an anticipated debt offering in fiscal 2009. These swaps were settled as of November 2, 2008, at a loss of $13, which was recorded in other comprehensive income (loss). In January 2009, the company issued $300 ten-year 4.50% notes. The loss on the swap contracts will be amortized over the life of the debt as additional interest expense.

Commodity Price Risk

The company principally uses a combination of purchase orders and various short- and long-term supply arrangements in connection with the purchase of raw materials, including certain commodities and agricultural products. The company also enters into commodity futures and options contracts to reduce the volatility of price fluctuations of diesel fuel, wheat, natural gas, soybean oil, aluminum, sugar, cocoa, and corn, which impact the cost of raw materials. Commodity futures and option contracts are typically accounted for as cash-flow hedges or are not designated as accounting hedges. The company enters into commodity futures and option contracts to hedge a portion of commodity requirements for periods typically up to 12 months. The notional amount of commodity contracts accounted for as cash-

62

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

flow hedges was $6 at July 31, 2011 and $7 at August 1, 2010. The notional amount of commodity contracts that were not designated as accounting hedges was $81 at July 31, 2011 and $43 at August 1, 2010.

Equity Price Risk

The company hedges a portion of exposures relating to certain deferred compensation obligations linked to the total return of the Standard & Poor’s 500 Index, the total return of the company’s capital stock and the total return of the Puritan Fund, or beginning in January 2011, the total return of the Vanguard International Stock Index. Under these contracts, the company pays variable interest rates and receives from the counterparty either the total return of the Standard & Poor’s 500 Index, the total return on company capital stock, the total return of the Puritan Fund, or the total return of the iShares MSCI EAFE Index, which is expected to approximate the total return of the Vanguard International Index. The contracts related to the Puritan Fund matured in January 2011. The contracts were not designated as hedges for accounting purposes and are typically entered into for periods not exceeding 12 months. The notional amounts of the contracts were $71 as of July 31, 2011 and $75 as of August 1, 2010.

The following table summarizes the fair value of derivative instruments recorded in the Consolidated Balance Sheets as of July 31, 2011 and August 1, 2010:

	Balance Sheet Classification	2011		2010
Asset Derivatives
Derivatives designated as hedges:
Foreign exchange forward contracts	Other current assets	$	—	$	1
Commodity derivative contracts	Other current assets		—		1
Cross-currency swap contracts	Other assets		—		3
Interest rate swaps	Other assets		33		46
Total derivatives designated as hedges		$	33	$	51
Derivatives not designated as hedges:
Foreign exchange forward contracts	Other current assets	$	—	$	1
Commodity derivative contracts	Other current assets		3		3
Cross-currency swap contracts	Other current assets		—		13
Cross-currency swap contracts	Other assets		1		1
Total derivatives not designated as hedges		$	4	$	18
Total asset derivatives		$	37	$	69
Liability Derivatives
Derivatives designated as hedges:
Foreign exchange forward contracts	Accrued liabilities	$	7	$	1
Commodity derivative contracts	Accrued liabilities		—		1
Cross-currency swap contracts	Accrued liabilities		8		—
Cross-currency swap contracts	Other liabilities		30		24
Total derivatives designated as hedges		$	45	$	26
Derivatives not designated as hedges:
Foreign exchange forward contracts	Accrued liabilities	$	2	$	1
Commodity derivative contracts	Accrued liabilities		2		—
Cross-currency swap contracts	Accrued liabilities		17		—
Deferred compensation derivative contracts	Accrued liabilities		3		2
Cross-currency swap contracts	Other liabilities		74		14
Total derivatives not designated as hedges		$	98	$	17
Total liability derivatives		$	143	$	43

63

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The derivative assets and liabilities are presented on a gross basis in the table. Certain derivative asset and liability balances, including cash collateral, are offset in the balance sheet when a legally enforceable right of offset exists.

The following table shows the effect of the company’s derivative instruments designated as cash-flow hedges for the years ended July 31, 2011 and August 1, 2010 on other comprehensive income (loss) (OCI) and the Consolidated Statements of Earnings:

Derivatives Designated as Cash-Flow Hedges

		Total
		Cash-Flow
		Hedge
		OCI Activity
		2011			2010
OCI derivative gain/(loss) at beginning of year		$	(28	)	$	(31	)
Effective portion of changes in fair value recognized in OCI:
Foreign exchange forward contracts			(12	)		(5	)
Cross-currency swap contracts			—			4
Forward starting interest rate swaps			—			(14	)
Commodity derivative contracts			—			1
Amount of (gain) or loss reclassified from OCI to earnings:	Location in Earnings
Foreign exchange forward contracts	Other expenses/income		2			(1	)
Foreign exchange forward contracts	Cost of products sold		4			17
Forward starting interest rate swaps	Interest expense		3			1
OCI derivative gain/(loss) at end of year		$	(31	)	$	(28	)

The amount expected to be reclassified from other comprehensive income into earnings within the next 12 months is a loss of $11. The ineffective portion and amount excluded from effectiveness testing were not material.

The following table shows the effect of the company’s derivative instruments designated as fair-value hedges on the Consolidated Statements of Earnings:

				Amount of					Amount of
				Gain or (Loss)					Gain or (Loss)
				Recognized in Earnings					Recognized in Earnings
Derivatives Designated		Location of Gain or (Loss)		on Derivatives					on Hedged Item
as Fair-Value Hedges		Recognized in Earnings		2011			2010		2011		2010
	Interest rate swaps		Interest expense	$	(13	)	$	8	$	13	$	(8	)

The following table shows the effects of the company’s derivative instruments not designated as hedges in the Consolidated Statements of Earnings:

		Amount of Gain or (Loss)
		Recognized in Earnings
	Location of Gain or (Loss)	on Derivatives
Derivatives not Designated as Hedges	Recognized in Earnings	2011			2010
Foreign exchange forward contracts	Other expenses/income	$	—		$	(8	)
Foreign exchange forward contracts	Cost of products sold		(1	)		—
Cross-currency swap contracts	Other expenses/income		(88	)		(12	)
Commodity derivative contracts	Cost of products sold		7			—
Deferred compensation derivative contracts	Administrative expenses		1			9
Total		$	(81	)	$	(11	)

64

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

15.   Fair Value Measurements

The company is required to categorize financial assets and liabilities based on the following fair value hierarchy:

•  Level 1: Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.

•  Level 2: Inputs other than quoted prices included in Level 1 that are observable for the asset or liability through corroboration with observable market data.

•  Level 3: Unobservable inputs that reflect the reporting entity’s own assumptions.

Fair value is defined as the exit price, or the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants as of the measurement date. When available, the company uses unadjusted quoted market prices to measure the fair value and classifies such items as Level 1. If quoted market prices are not available, the company bases fair value upon internally developed models that use current market-based or independently sourced market parameters such as interest rates and currency rates.

Financial Assets and Financial Liabilities Measured at Fair Value on a Recurring Basis

The following table presents the company’s financial assets and liabilities that are measured at fair value on a recurring basis at July 31, 2011 and August 1, 2010, consistent with the fair value hierarchy:

	Fair Value		Fair Value Measurements at						Fair Value		Fair Value Measurements at
	as of		July 31, 2011 Using						as of		August 1, 2010 Using
	July 31,		Fair Value Hierarchy						August 1,		Fair Value Hierarchy
	2011		Level 1		Level 2		Level 3		2010		Level 1		Level 2		Level 3
Assets
Interest rate swaps(1)	$	33	$	—	$	33	$	—	$	46	$	—	$	46	$	—
Foreign exchange forward contracts(2)		—		—		—		—		2		—		2		—
Cross-currency swap contracts(3)		1		—		1		—		17		—		17		—
Commodity derivative contracts(5)		3		3		—		—		4		4		—		—
Total assets at fair value	$	37	$	3	$	34	$	—	$	69	$	4	$	65	$	—
Liabilities
Foreign exchange forward contracts(2)	$	9	$	—	$	9	$	—	$	2	$	—	$	2	$	—
Cross-currency swap contracts(3)		129		—		129		—		38		—		38		—
Deferred compensation derivative contracts(4)		3		—		3		—		2		—		2		—
Commodity derivative contracts(5)		2		2		—		—		1		1		—		—
Deferred compensation obligation(6)		144		97		47		—		149		95		54		—
Total liabilities at fair value	$	287	$	99	$	188	$	—	$	192	$	96	$	96	$	—

(1)	Based on LIBOR swap rates.
(2)	Based on observable market transactions of spot currency rates and forward rates.

65

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(3)	Based on observable local benchmarks for currency and interest rates.
(4)	Based on LIBOR and equity index swap rates.
(5)	Based on quoted futures exchanges.
(6)	Based on the fair value of the participants’ investments.

Items Measured at Fair Value on a Nonrecurring Basis

In addition to assets and liabilities measured at fair value on a recurring basis, the company is required to measure certain assets at fair value on a nonrecurring basis, generally as a result of an impairment charge. In 2011, as part of the company’s annual review of intangible assets, an impairment charge of $3 was recognized related to the Heisse Tasse trademark used in the International Simple Meals and Beverages segment. The fair value of the trademark was $11 at July 31, 2011 based on Level 3 inputs. Fair value was determined based on discounted cash flow analyses that include significant management assumptions such as revenue growth rates, weighted average cost of capital, and assumed royalty rates.

16.   Shareowners’ Equity

The company has authorized 560 million shares of Capital stock with $.0375 par value and 40 million shares of Preferred stock, issuable in one or more classes, with or without par as may be authorized by the Board of Directors. No Preferred stock has been issued.

Share Repurchase Programs

In June 2008, the company’s Board of Directors authorized the purchase of up to $1,200 of company stock through fiscal 2011. This program began in fiscal 2009 and was completed in fiscal 2011. In June 2011, the Board authorized the purchase of up to $1,000 of company stock. This program has no expiration date. In addition to these publicly announced programs, the company repurchases shares to offset the impact of dilution from shares issued under the company’s stock compensation plans.

In 2011, the company repurchased 21 million shares at a cost of $728. Of the 2011 repurchases, approximately 16 million shares at a cost of $550 were made pursuant to the company’s June 2008 publicly announced share repurchase program, which was completed in the fourth quarter of fiscal 2011.

In 2010, the company repurchased 14 million shares at a cost of $472. Of the 2010 repurchases, approximately 7 million shares at a cost of $250 were made pursuant to the company’s June 2008 publicly announced share repurchase program.

In 2009, the company repurchased 17 million shares at a cost of $527. Of the 2009 repurchases, approximately 13 million shares at a cost of $400 were made pursuant to the company’s June 2008 publicly announced share repurchase program.

17.   Stock-Based Compensation

In 2003, shareowners approved the 2003 Long-Term Incentive Plan, which authorized the issuance of 28 million shares to satisfy awards of stock options, stock appreciation rights, unrestricted stock, restricted stock/units (including performance restricted stock) and performance units. Approximately 3.2 million shares available under a previous long-term plan were rolled into the 2003 Long-Term Incentive Plan, making the total number of available shares approximately 31.2 million. In November 2005, shareowners approved the 2005 Long-Term Incentive Plan, which authorized the issuance of an additional 6 million shares to satisfy the same types of awards.

Awards under the 2003 and 2005 Long-Term Incentive Plans may be granted to employees and directors. The term of a stock option granted under these plans may not exceed ten years from the date of grant. Options granted

66

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

under these plans vest cumulatively over a three-year period at a rate of 30%, 60% and 100%, respectively. The option price may not be less than the fair market value of a share of common stock on the date of the grant.

Pursuant to the 2003 Long-Term Incentive Plan, in July 2005 the company adopted a long-term incentive compensation program which provides for grants of total shareowner return (TSR) performance restricted stock/units, EPS performance restricted stock/units, and time-lapse restricted stock/units. Initial grants made in accordance with this program were approved in September 2005. Under the program, awards of TSR performance restricted stock/units will be earned by comparing the company’s total shareowner return during a three-year period to the respective total shareowner returns of companies in a performance peer group. Based upon the company’s ranking in the performance peer group, a recipient of TSR performance restricted stock/units may earn a total award ranging from 0% to 225% of the initial grant. Awards of EPS performance restricted stock/units will be earned based upon the company’s achievement of annual earnings per share goals. During the three-year vesting period, a recipient of EPS performance restricted stock/units may earn a total award ranging from 0% to 100% of the initial grant. Awards of time-lapse restricted stock/units will vest ratably over the three-year period. In addition, the company may issue special grants of time-lapse restricted stock/units to attract and retain executives which vest ratably over various periods. Awards are generally granted annually in October. Annual stock option grants are not part of the long-term incentive compensation program for 2009, 2010, and 2011. However, stock options may still be granted on a selective basis under the 2003 and 2005 Long-Term Incentive Plans.

Total pre-tax stock-based compensation expense recognized in Earnings from continuing operations was $87 for 2011, $88 for 2010, and $84 for 2009. Tax related benefits of $32 were recognized for 2011, $33 were recognized for 2010 and $31 were recognized for 2009.

Information about stock options and related activity is as follows:

						Weighted-
				Weighted-		Average
				Average		Remaining		Aggregate
				Exercise		Contractual		Intrinsic
	2011			Price		Life		Value
	(Options in			(In years)
	thousands)
Beginning of year		12,473		$	26.47
Granted		—		$	—
Exercised		(3,737	)	$	26.97
Terminated		(30	)	$	33.82
End of year		8,706		$	26.23		2.2	$	59
Exercisable at end of year		8,706		$	26.23		2.2	$	59

The total intrinsic value of options exercised during 2011, 2010, and 2009 was $29, $33, and $30, respectively. As of January 2009, compensation related to stock options was fully expensed. The company measured the fair value of stock options using the Black-Scholes option pricing model.

67

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The following table summarizes time-lapse restricted stock/units and EPS performance restricted stock/units activity:

				Weighted-Average
				Grant-Date
	Shares/Units			Fair Value
	(Restricted
	stock/units
	in thousands)
Nonvested at August 1, 2010		2,395		$	35.05
Granted		1,585		$	35.64
Vested		(1,113	)	$	35.74
Forfeited		(157	)	$	35.11
Nonvested at July 31, 2011		2,710		$	35.11

The fair value of time-lapse restricted stock/units and EPS performance restricted stock/units is determined based on the number of shares granted and the quoted price of the company’s stock at the date of grant. Time-lapse restricted stock/units are expensed on a straight-line basis over the vesting period, except for awards issued to retirement-eligible participants, which are expensed on an accelerated basis. EPS performance restricted stock/units are expensed on a graded-vesting basis, except for awards issued to retirement-eligible participants, which are expensed on an accelerated basis.

On July 1, 2011, the company issued approximately 400,000 special retention time-lapse restricted stock units to certain executives to support the successful execution of the company’s shift in strategic direction and leadership transition. The awards vest over a two-year period. The grant-date fair value was $34.65 and is included in the table above.

As of July 31, 2011, total remaining unearned compensation related to nonvested time-lapse restricted stock/units and EPS performance restricted stock/units was $46, which will be amortized over the weighted-average remaining service period of 1.7 years. The fair value of restricted stock/units vested during 2011, 2010, and 2009 was $40, $32, and $47, respectively. The weighted-average grant-date fair value of restricted stock/units granted during 2010 and 2009 was $32.25 and $39.50, respectively.

The following table summarizes TSR performance restricted stock/units activity:

				Weighted-Average
				Grant-Date
	Shares/Units			Fair Value
	(Restricted
	stock/units in
	thousands)
Nonvested at August 1, 2010		3,581		$	38.02
Granted		1,255		$	43.18
Vested		(1,062	)	$	34.65
Forfeited		(343	)	$	39.74
Nonvested at July 31, 2011		3,431		$	40.78

The company estimates the fair value of TSR performance restricted stock/units at the grant date using a Monte Carlo simulation. Assumptions used in the Monte Carlo simulation were as follows:

	2011			2010			2009
Risk-free interest rate		0.59	%		1.27	%		2.06	%
Expected dividend yield		3.00	%		3.06	%		2.46	%
Expected volatility		23.71	%		24.83	%		18.57	%
Expected term		3 yrs.			3 yrs.			3 yrs.

68

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Compensation expense is recognized on a straight-line basis over the service period. As of July 31, 2011, total remaining unearned compensation related to TSR performance restricted stock/units was $53, which will be amortized over the weighted-average remaining service period of 1.7 years. In the first quarter of fiscal 2011, recipients of TSR performance restricted stock/units earned 100% of their initial grants based upon the company’s TSR ranking in a performance peer group during a three-year period ended July 30, 2010. The total fair value of TSR performance restricted stock/units vested during 2011, 2010 and 2009 was $38, $31 and $58, respectively. The grant-date fair value of TSR performance restricted stock/units granted during 2010 and 2009 was $33.84 and $47.20, respectively. In the first quarter of 2012, recipients of TSR performance restricted stock/units will receive 0% of the initial grant based upon the company’s TSR ranking in a performance peer group during the three-year period ended July 31, 2011.

Prior to fiscal 2009, employees could elect to defer all types of restricted stock awards. These awards were classified as liabilities because of the possibility that they may be settled in cash. The fair value was adjusted quarterly. As of October 2010, these awards were fully vested. The total cash paid to settle the liabilities in 2011, 2010, and 2009 was not material.

The excess tax benefits on the exercise of stock options and vested restricted stock presented as cash flows from financing activities were $11 in 2011 and 2010 and $18 in 2009. Cash received from the exercise of stock options was $96, $139, and $72, for 2011, 2010, and 2009, respectively, and is reflected in cash flows from financing activities in the Consolidated Statements of Cash Flows.

18.   Commitments and Contingencies

The company is a party to legal proceedings and claims arising out of the normal course of business.

Management assesses the probability of loss for all legal proceedings and claims and has recognized liabilities for such contingencies, as appropriate. Although the results of these matters cannot be predicted with certainty, in management’s opinion, the final outcome of legal proceedings and claims will not have a material adverse effect on the consolidated results of operations or financial condition of the company.

The company has certain operating lease commitments, primarily related to warehouse and office facilities, retail store space and certain equipment. Rent expense under operating lease commitments was $50 in 2011, $48 in 2010, and $47 in 2009. Future minimum annual rental payments under these operating leases are as follows:

2012		2013		2014		2015		2016		Thereafter
	$45		$34		$29		$24		$22		$52

The company guarantees approximately 2,000 bank loans made to Pepperidge Farm independent sales distributors by third party financial institutions for the purchase of distribution routes. The maximum potential amount of future payments the company could be required to make under the guarantees is $162. The company’s guarantees are indirectly secured by the distribution routes. The company does not believe it is probable that it will be required to make guarantee payments as a result of defaults on the bank loans guaranteed. The amounts recognized as of July 31, 2011 and August 1, 2010 were not material.

In connection with the sale of certain Australian salty snack food brands and assets, the company agreed to provide a loan facility to the buyer of AUD $10, or approximately USD $10. The facility was drawn down in AUD $5 increments in 2009. Borrowings under the facility are to be repaid in 2013.

The company has provided certain standard indemnifications in connection with divestitures, contracts and other transactions. Certain indemnifications have finite expiration dates. Liabilities recognized based on known exposures related to such matters were not material at July 31, 2011.

69

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

19.   Supplemental Financial Statement Data

Balance Sheets

	2011			2010
Accounts receivable
Customer accounts receivable	$	530		$	483
Allowances		(11	)		(17	)
Subtotal		519			466
Other		41			46
	$	560		$	512
Inventories
Raw materials, containers, and supplies	$	261		$	261
Finished products		506			463
	$	767		$	724
Other current assets
Deferred taxes	$	112		$	128
Fair value of derivatives		1			16
Other		39			53
	$	152		$	197
Plant assets
Land	$	64		$	61
Buildings		1,224			1,182
Machinery and equipment		3,896			3,651
Projects in progress		179			149
Total cost		5,363			5,043
Accumulated depreciation(1)		(3,260	)		(2,992	)
	$	2,103		$	2,051
Other assets
Fair value of derivatives	$	20		$	34
Deferred taxes		47			21
Other		69			55
	$	136		$	110
Accrued liabilities
Accrued compensation and benefits	$	231		$	229
Fair value of derivatives		37			2
Accrued trade and consumer promotion programs		132			129
Accrued interest		32			47
Restructuring		39			1
Other		148			152
	$	619		$	560

70

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

	2011		2010
Other liabilities
Pension benefits	$	319	$	500
Deferred compensation(2)		144		149
Postretirement benefits		344		332
Fair value of derivatives		90		22
Unrecognized tax benefits		51		45
Other		35		31
	$	983	$	1,079

(1)

Depreciation expense was $265 in 2011, $251 in 2010, and $264 in 2009. Buildings are depreciated over periods ranging from 7 to 45 years. Machinery and equipment are depreciated over periods generally ranging from 2 to 20 years.

(2)

The deferred compensation obligation represents unfunded plans maintained for the purpose of providing the company’s directors and certain of its executives the opportunity to defer a portion of their compensation. All forms of compensation contributed to the deferred compensation plans are accounted for in accordance with the underlying program. Deferrals and company contributions are credited to an investment account in the participant’s name, although no funds are actually contributed to the investment account and no investments are actually purchased. Six investment choices are available, including: (1) a book account that tracks the total return on company stock; (2) a book account that tracks the performance of the Vanguard Institutional Index; (3) a book account that tracks the performance of the Vanguard Extended Market Index; (4) a book account that tracks the performance of the Vanguard Total International Stock Fund; (5) a book account that tracks the performance of the Vanguard Total Bond Market Index; and (6) a book account that tracks the performance of Charles Schwab Stable Value Fund. Participants can reallocate investments daily and are entitled to the gains and losses on investment funds. The company recognizes an amount in the Consolidated Statements of Earnings for the market appreciation/depreciation of each fund.

Statements of Earnings

	2011		2010		2009
Other Expenses/(Income)
Foreign exchange (gains)/losses	$	5	$	1	$	(7	)
Amortization/impairment of intangible and other assets(1)		3		—		67
Other		5		3		1
	$	13	$	4	$	61
Interest expense
Interest expense	$	123	$	116	$	114
Less: Interest capitalized		1		4		4
	$	122	$	112	$	110

(1) In 2011, a $3 impairment charge was recognized related to a trademark. In 2009, a $67 impairment charge was recognized on certain trademarks. See also Note 5.

71

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Statements of Cash Flows

Cash Flows From Operating Activities	2011			2010			2009
Other non-cash charges to net earnings
Non-cash compensation/benefit related expense	$	104		$	90		$	59
Other		4			9			(2	)
	$	108		$	99		$	57
Other
Benefit related payments	$	(48	)	$	(58	)	$	(52	)
Other		(7	)		(12	)		7
	$	(55	)	$	(70	)	$	(45	)
Other Cash Flow Information
Interest paid	$	142		$	118		$	120
Interest received	$	11		$	6		$	4
Income taxes paid	$	304		$	333		$	144

20.   Quarterly Data (unaudited)

	2011
	First		Second		Third		Fourth
Net sales	$	2,172	$	2,127	$	1,813	$	1,607
Gross profit		894		838		732		639
Net earnings attributable to Campbell Soup Company(1)		279		239		187		100
Per share — basic
Net earnings attributable to Campbell Soup Company		0.82		0.72		0.58		0.31
Dividends		0.275		0.29		0.29		0.29
Per share — assuming dilution
Net earnings attributable to Campbell Soup Company(1)		0.82		0.71		0.57		0.31
Market price
High	$	37.59	$	36.99	$	35.00	$	35.66
Low	$	35.32	$	33.44	$	32.66	$	32.80

72

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

	2010
	First		Second		Third		Fourth
Net sales	$	2,203	$	2,153	$	1,802	$	1,518
Gross profit		923		871		743		613
Net earnings attributable to Campbell Soup Company(2)		304		259		168		113
Per share — basic
Net earnings attributable to Campbell Soup Company		0.87		0.74		0.49		0.33
Dividends		0.25		0.275		0.275		0.275
Per share — assuming dilution
Net earnings attributable to Campbell Soup Company(2)		0.87		0.74		0.49		0.33
Market price
High	$	33.98	$	35.80	$	36.25	$	37.50
Low	$	29.81	$	30.96	$	32.18	$	34.18

(1)	Includes a $41 ($.12 per diluted share) restructuring charge in the fourth quarter related to the 2011 initiatives to improve supply chain efficiency, reduce overhead costs, and exit the Russian market. See also Note 7.
(2)	Includes an $8 ($.02 per diluted share) restructuring charge in the third quarter for pension benefit costs related to the 2008 initiatives to improve operational efficiency and long-term profitability. See also Note 7.
	A $10 ($.03 per diluted share) deferred tax expense to reduce deferred tax assets as a result of the U.S. health care legislation enacted in March 2010 was recorded in the third quarter. See also Note 12.

73

Reports of Management

Management’s Report on Financial Statements

The accompanying financial statements have been prepared by the company’s management in conformity with generally accepted accounting principles to reflect the financial position of the company and its operating results. The financial information appearing throughout this Annual Report is consistent with the financial statements. Management is responsible for the information and representations in such financial statements, including the estimates and judgments required for their preparation. The financial statements have been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report, which appears herein.

The Audit Committee of the Board of Directors, which is composed entirely of Directors who are not officers or employees of the company, meets regularly with the company’s worldwide internal auditing department, other management personnel, and the independent registered public accounting firm. The independent registered public accounting firm and the internal auditing department have had, and continue to have, direct access to the Audit Committee without the presence of other management personnel, and have been directed to discuss the results of their audit work and any matters they believe should be brought to the Committee’s attention. The internal auditing department and the independent registered public accounting firm report directly to the Audit Committee.

Management’s Report on Internal Control Over Financial Reporting

The company’s management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles in the United States of America.

The company’s internal control over financial reporting includes those policies and procedures that:

•  pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

•  provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and Directors of the company; and

•  provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

The company’s management assessed the effectiveness of the company’s internal control over financial reporting as of July 31, 2011. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control — Integrated Framework. Based on this assessment using those criteria, management concluded that the company’s internal control over financial reporting was effective as of July 31, 2011.

74

The effectiveness of the company’s internal control over financial reporting as of July 31, 2011 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report, which appears herein.

/s/  Denise M. Morrison

Denise M. Morrison

President and Chief Executive Officer

/s/  B. Craig Owens

B. Craig Owens

Senior Vice President — Chief Financial Officer

and Chief Administrative Officer

/s/  Anthony P. DiSilvestro

Anthony P. DiSilvestro

Senior Vice President — Finance

(Principal Accounting Officer)

September 28, 2011

75

Report of Independent Registered Public Accounting Firm

To the Shareowners and Directors of Campbell Soup Company

In our opinion, the accompanying consolidated balance sheets and the related consolidated statements of earnings, of equity, and of cash flows present fairly, in all material respects, the financial position of Campbell Soup Company and its subsidiaries at July 31, 2011 and August 1, 2010, and the results of their operations and their cash flows for each of the three fiscal years in the period ended July 31, 2011 in conformity with accounting principles generally accepted in the United States of America. In addition, in our opinion, the financial statement schedule listed in the index appearing under Item 15(a)(2) presents fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of July 31, 2011, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company’s management is responsible for these financial statements and financial statement schedule, for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express opinions on these financial statements, on the financial statement schedule, and on the Company’s internal control over financial reporting based on our integrated audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the financial statements included 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. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

As discussed in Note 9 to the consolidated financial statements, the Company changed the manner in which it accounts for unvested share-based payment awards that contain non-forfeitable rights to dividends or dividend equivalents in the computation of earnings per share pursuant to the two-class method in 2010.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/  PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP

Philadelphia, Pennsylvania

September 28, 2011

76

Item 9.   Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Item 9A.   Controls and Procedures

The company, under the supervision and with the participation of its management, including the President and Chief Executive Officer and Senior Vice President — Chief Financial Officer and Chief Administrative Officer, has evaluated the effectiveness of the company’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the Exchange Act)) as of July 31, 2011. Based on such evaluation, the President and Chief Executive Officer and the Senior Vice President — Chief Financial Officer and Chief Administrative Officer have concluded that, as of July 31, 2011, the company’s disclosure controls and procedures are effective.

The annual report of management on the company’s internal control over financial reporting is provided under “Financial Statements and Supplementary Data” on pages 74-75. The attestation report of PricewaterhouseCoopers LLP, the company’s independent registered public accounting firm, regarding the company’s internal control over financial reporting is provided under “Financial Statements and Supplementary Data” on page 76.

There were no changes in the company’s internal control over financial reporting that materially affected, or were reasonably likely to materially affect, such internal control over financial reporting.

Item 9B.   Other Information

None.

PART III

Item 10.   Directors, Executive Officers and Corporate Governance

The sections entitled “Election of Directors,” “Security Ownership of Directors and Executive Officers” and “Director and Executive Officer Stock Ownership Reports” in the company’s Proxy Statement for the Annual Meeting of Shareowners to be held on November 17, 2011 (the 2011 Proxy) are incorporated herein by reference. The information presented in the section entitled “Corporate Governance — Board Committee Structure” in the 2011 Proxy relating to the members of the company’s Audit Committee and the Audit Committee’s financial expert is incorporated herein by reference.

Certain of the information required by this Item relating to the executive officers of the company is set forth under the heading “Executive Officers of the Company.”

The company has adopted a Code of Ethics for the Chief Executive Officer and Senior Financial Officers that applies to the company’s Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer, Controller and members of the Chief Financial Officer’s financial leadership team. The Code of Ethics for the Chief Executive Officer and Senior Financial Officers is posted on the company’s website, www.campbellsoupcompany.com (under the “Governance” caption). The company intends to satisfy the disclosure requirement regarding any amendment to, or a waiver of, a provision of the Code of Ethics for the Chief Executive Officer and Senior Financial Officers by posting such information on its website.

The company has also adopted a separate Code of Business Conduct and Ethics applicable to the Board of Directors, the company’s officers and all of the company’s employees. The Code of Business Conduct and Ethics is posted on the company’s website, www.campbellsoupcompany.com (under the “Governance” caption). The company’s Corporate Governance Standards and the charters of the company’s four standing committees of the Board of Directors can also be found at this website. Printed copies of the foregoing are available to any shareowner requesting a copy by:

•  writing to Investor Relations, Campbell Soup Company, 1 Campbell Place, Camden, NJ 08103-1799;

•  calling 1-800-840-2865; or

•  e-mailing the company’s Investor Relations Department at investorrelations@campbellsoup.com.

77

Item 11.   Executive Compensation

The information presented in the sections entitled “Compensation Discussion and Analysis,” “Fiscal 2011 Summary Compensation Table,” “Grants of Plan-Based Awards in Fiscal 2011,” “Outstanding Equity Awards at 2011 Fiscal Year-End,” “Option Exercises and Stock Vested in Fiscal 2011,” “Pension Benefits — Fiscal 2011,” “Nonqualified Deferred Compensation — Fiscal 2011,” “Potential Payments Upon Termination or Change in Control,” “Fiscal 2011 Director Compensation,” “Corporate Governance — Compensation and Organization Committee Interlocks and Insider Participation” and “Compensation and Organization Committee Report” in the 2011 Proxy is incorporated herein by reference.

Item 12.   Security Ownership of Certain Beneficial Owners and Management and Related Shareowner Matters

The information presented in the sections entitled “Security Ownership of Directors and Executive Officers” and “Security Ownership of Certain Beneficial Owners” in the 2011 Proxy is incorporated herein by reference.

Securities Authorized for Issuance Under Equity Compensation Plans

The following table provides information about the company’s stock that could have been issued under the company’s equity compensation plans as of July 31, 2011:

					Number of Securities
	Number of		Weighted-		Remaining Available
	Securities to be		Average		For
	Issued Upon		Exercise Price		Future Issuance Under
	Exercise of		of		Equity Compensation
	Outstanding		Outstanding		Plans
	Options,		Options,		(Excluding Securities
	Warrants		Warrants and		Reflected in the First
Plan Category	and Rights(a)		Rights(b)		Column)(c)
Equity Compensation Plans Approved by Security Holders(1)		14,842,965	$	26.23		12,099,132
Equity Compensation Plans Not Approved by Security Holders		N/A		N/A		N/A
Total		14,842,965	$	26.23		12,099,132

(1) Column (a) represents stock options and restricted stock units outstanding under the 2005 Long-Term Plan, the 2003 Long-Term Plan and the 1994 Long-Term Plan. No additional awards can be made under the 1994 Long-Term Plan. Future equity awards under the 2005 Long-Term Plan and the 2003 Long-Term Plan may take the form of stock options, SARs, performance unit awards, restricted stock, restricted performance stock, restricted stock units or stock awards. Column (b) represents the weighted-average exercise price of the outstanding stock options only; the outstanding restricted stock and restricted stock units are not included in this calculation. Column (c) represents the maximum aggregate number of future equity awards that can be made under the 2005 Long-Term Plan and the 2003 Long-Term Plan as of July 31, 2011. The maximum number of future equity awards that can be made under the 2005 Long-Term Plan as of July 31, 2011 is 10,500,021. The maximum number of future equity awards that can be made under the 2003 Long-Term Plan as of July 31, 2011 is 1,599,111 (the 2003 Plan Limit). Each stock option or SAR awarded under the 2003 Long-Term Plan reduces the 2003 Plan Limit by one share. Each restricted stock unit, restricted stock, restricted performance stock unit, restricted performance stock or stock award under the 2003 Long-Term Plan reduces the 2003 Plan Limit by four shares. In the event any award (or portion thereof) under the 1994 Long-Term Plan lapses, expires or is otherwise terminated without the issuance of any company stock or is settled by delivery of consideration other than company stock, the maximum number of future equity awards that can be made under the 2003 Long-Term Plan automatically increases by the number of such shares.

78

Item 13.   Certain Relationships and Related Transactions, and Director Independence

The information presented in the section entitled “Transactions with Related Persons,” “Corporate Governance — Director Independence” and “Corporate Governance — Board Committee Structure” in the 2011 Proxy is incorporated herein by reference.

Item 14.   Principal Accounting Fees and Services

The information presented in the section entitled “Independent Registered Public Accounting Firm Fees and Services” in the 2011 Proxy is incorporated herein by reference.

PART IV

Item 15.   Exhibits and Financial Statement Schedules

(a) The following documents are filed as part of this report:

1.   Financial Statements

•  Consolidated Statements of Earnings for 2011, 2010 and 2009

•  Consolidated Balance Sheets as of July 31, 2011 and August 1, 2010

•  Consolidated Statements of Cash Flows for 2011, 2010 and 2009

•  Consolidated Statements of Equity for 2011, 2010 and 2009

•  Notes to Consolidated Financial Statements

•  Management’s Report on Internal Control Over Financial Reporting

•  Report of Independent Registered Public Accounting Firm

2.   Financial Statement Schedule

•  II — Valuation and Qualifying Accounts for 2011, 2010, and 2009

3.   Exhibits

3(i)	Campbell’s Restated Certificate of Incorporation as amended through February 24, 1997 was filed with the SEC with Campbell’s Form 10-K (SEC file number 1-3822) for the fiscal year ended July 28, 2002, and is incorporated herein by reference.
3(ii)	Campbell’s By-Laws, effective August 1, 2011, were filed with the SEC on a Form 8-K (SEC file number 1-3822) on June 24, 2011, and are incorporated herein by reference.
4(a)	With respect to Campbell’s 5.000% notes due 2012 and 4.875% notes due 2013, the form of Indenture between Campbell and Deutsche Bank Trust Company Americas (successor in interest to Bankers Trust Company), as Trustee, and the associated form of security were filed with the SEC with Campbell’s Registration Statement No. 333-11497, and are incorporated herein by reference.
4(b)	With respect to Campbell’s 3.375% notes due 2014, 3.050% notes due 2014, 4.500% notes due 2019, and 4.250% notes due 2021, the form of Indenture between Campbell and The Bank of New York Mellon, as Trustee, and the associated form of security were filed with the SEC with Campbell’s Registration Statement No. 333-155626, and are incorporated herein by reference.
4(c)	Except as described in 4(a) and 4(b) above, there is no instrument with respect to long-term debt of the company that involves indebtedness or securities authorized thereunder exceeding 10 percent of the total assets of the company and its subsidiaries on a consolidated basis. The company agrees to file a copy of any instrument or agreement defining the rights of holders of long-term debt of the company upon request of the SEC.

79

9	Major Stockholders’ Voting Trust Agreement dated June 2, 1990, as amended, was filed with the SEC by (i) Campbell as Exhibit 99.C to Campbell’s Schedule 13E-4 (SEC file number 5-7735) filed on September 12, 1996, and (ii) with respect to certain subsequent amendments, the Trustees of the Major Stockholders’ Voting Trust as Exhibit 99.G to Amendment No. 7 to their Schedule 13D (SEC file number 5-7735) dated March 3, 2000, and as Exhibit 99.M to Amendment No. 8 to their Schedule 13D (SEC file number 5-7735) dated January 26, 2001, and as Exhibit 99.P to Amendment No. 9 to their Schedule 13D (SEC file number 5-7735) dated September 30, 2002, and is incorporated herein by reference.
10(a)	Campbell Soup Company 1994 Long-Term Incentive Plan, as amended on November 17, 2000, was filed with the SEC with Campbell’s 2000 Proxy Statement (SEC file number 1-3822), and is incorporated herein by reference.
10(b)	Campbell Soup Company 2003 Long-Term Incentive Plan, as amended and restated on September 25, 2008, was filed with the SEC with Campbell’s Form 10-K (SEC file number 1-3822) for the fiscal year ended August 3, 2008, and is incorporated herein by reference.
10(c)	Campbell Soup Company 2005 Long-Term Incentive Plan, as amended and restated on November 18, 2010, was filed with the SEC with Campbell’s 2010 Proxy Statement (SEC file number 1-3822), and is incorporated herein by reference.
10(d)	Campbell Soup Company Annual Incentive Plan, as amended on November 18, 2004, was filed with the SEC with Campbell’s 2004 Proxy Statement (SEC file number 1-3822), and is incorporated herein by reference.
10(e)	Campbell Soup Company Mid-Career Hire Pension Plan, as amended and restated effective as of January 1, 2009, was filed with the SEC with Campbell’s Form 10-Q (SEC file number 1-3822) for the fiscal quarter ended February 1, 2009, and is incorporated herein by reference.
10(f)	First Amendment to the Campbell Soup Company Mid-Career Hire Pension Plan, effective as of December 31, 2010, was filed with the SEC with Campbell’s Form 10-Q (SEC file number 1-3822) for the fiscal quarter ended January 30, 2011, and is incorporated herein by reference.
10(g)	Deferred Compensation Plan, effective November 18, 1999, was filed with the SEC with Campbell’s Form 10-K (SEC file number 1-3822) for the fiscal year ended July 30, 2000, and is incorporated herein by reference.
10(h)	Campbell Soup Company Supplemental Retirement Plan (formerly known as Deferred Compensation Plan II), as amended and restated effective as of January 1, 2011.
10(i)	Severance Protection Agreement dated January 8, 2001, with Douglas R. Conant, President and Chief Executive Officer through fiscal 2011, was filed with the SEC with Campbell’s Form 10-Q (SEC file number 1-3822) for the fiscal quarter ended January 28, 2001, and is incorporated herein by reference. Agreements with the other executive officers listed under the heading “Executive Officers of the Company” (other than B. Craig Owens) are in all material respects the same as Mr. Conant’s agreement.
10(j)	Amendment to the Severance Protection Agreement dated February 26, 2008, with Douglas R. Conant, President and Chief Executive Officer through fiscal 2011, was filed with the SEC with Campbell’s Form 10-Q (SEC file number 1-3822) for the fiscal quarter ended November 2, 2008, and is incorporated herein by reference. Amendments with the other executive officers listed under the heading “Executive Officers of the Company” (other than B. Craig Owens) are in all material respects the same as Mr. Conant’s agreement.
10(k)	Form of U.S. Severance Protection Agreement, which is applicable to executives hired after March 1, 2008 and before August 1, 2011 (such as B. Craig Owens), was filed with the SEC with Campbell’s Form 10-Q (SEC file number 1-3822) for the fiscal quarter ended November 2, 2008, and is incorporated herein by reference.
10(l)	Form of Non-U.S. Severance Protection Agreement, which is applicable to executives hired after March 1, 2008 and before August 1, 2011, was filed with the SEC with Campbell’s Form 10-Q (SEC file number 1-3822) for the fiscal quarter ended November 2, 2008, and is incorporated herein by reference.
10(m)	Form of U.S. Severance Protection Agreement, which is applicable to executives hired on or after August 1, 2011.
10(n)	Form of Non-U.S. Severance Protection Agreement, which is applicable to executives hired on or after August 1, 2011.

80

10(o)	Campbell Soup Company Severance Pay Plan for Salaried Employees, as amended and restated effective January 1, 2011, was filed with the SEC with Campbell’s Form 10-Q (SEC file number 1-3822) for the fiscal quarter ended May 1, 2011, and is incorporated herein by reference.
10(p)	Campbell Soup Company Supplemental Employees’ Retirement Plan, as amended and restated effective January 1, 2009, was filed with the SEC with Campbell’s Form 10-Q (SEC file number 1-3822) for the fiscal quarter ended February 1, 2009, and is incorporated herein by reference.
10(q)	First Amendment to the Campbell Soup Company Supplemental Employees’ Retirement Plan, effective as of December 31, 2010, was filed with the SEC with Campbell’s Form 10-Q (SEC file number 1-3822) for the fiscal quarter ended January 30, 2011, and is incorporated herein by reference.
10(r)	2003 Long-Term Incentive Plan Time-Lapse Restricted Stock Unit Agreement, dated as of November 1, 2008, between the company and B. Craig Owens was filed with the SEC with Campbell’s Form 10-Q (SEC file number 1-3822) for the fiscal quarter ended November 2, 2008, and is incorporated herein by reference.
10(s)	Form of 2005 Long-Term Incentive Plan Time-Lapse Restricted Stock Unit Agreement, which is applicable to the July 1, 2011 restricted stock unit grants to each of B. Craig Owens and Ellen O. Kaden, was filed with the SEC on a Form 8-K (SEC file number 1-3822) on July 1, 2011, and is incorporated herein by reference.
21	Subsidiaries (Direct and Indirect) of the company.
23	Consent of Independent Registered Public Accounting Firm.
24	Power of Attorney.
31(a)	Certification of Denise M. Morrison pursuant to Rule 13a-14(a).
31(b)	Certification of B. Craig Owens pursuant to Rule 13a-14(a).
32(a)	Certification of Denise M. Morrison pursuant to 18 U.S.C. Section 1350.
32(b)	Certification of B. Craig Owens pursuant to 18 U.S.C. Section 1350.
101.INS	XBRL Instance Document
101.SCH	XBRL Schema Document
101.CAL	XBRL Calculation Linkbase Document
101.DEF	XBRL Definition Linkbase Document
101.LAB	XBRL Label Linkbase Document
101.PRE	XBRL Presentation Linkbase Document

81

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, Campbell has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: September 28, 2011

CAMPBELL SOUP COMPANY

By:  /s/  B. Craig Owens

B. Craig Owens

Senior Vice President — Chief

Financial Officer and Chief

Administrative Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of Campbell and in the capacity and on the date indicated.

Date: September 28, 2011

/s/  B. Craig Owens	/s/  Anthony P. DiSilvestro
B. Craig Owens	Anthony P. DiSilvestro
Senior Vice President — Chief Financial	Senior Vice President — Finance
Officer and Chief Administrative Officer	(Principal Accounting Officer)

Paul R. Charron	Chairman and Director	}
Denise M. Morrsion	President, Chief Executive	}
	Officer and Director	}
Edmund M. Carpenter	Director	}
Bennett Dorrance	Director	}
Harvey Golub	Director	}
Lawrence C. Karlson	Director	}	By: /s/  Ellen Oran Kaden
Randall W. Larrimore	Director	}	Ellen Oran Kaden
Mary Alice D. Malone	Director	}	Senior Vice President —
Sara Mathew	Director	}	Law and Government
William D. Perez	Director	}	Affairs
Charles R. Perrin	Director	}
A. Barry Rand	Director	}
Nick Shreiber	Director	}
Archbold D. van Beuren	Director	}
Les C. Vinney	Director	}
Charlotte C. Weber	Director	}

82

Schedule II

CAMPBELL SOUP COMPANY
Valuation and Qualifying Accounts

For the Fiscal Years ended July 31, 2011, August 1, 2010, and August 2, 2009

			Charged to/
			(Reduction in)
	Balance at		Costs						Balance at
	Beginning of		and						End of
	Period		Expenses			Deductions			Period
	(Dollars in millions)
Fiscal year ended July 31, 2011
Cash discount	$	5	$	113		$	(113	)	$	5
Bad debt reserve		4		2			(4	)		2
Returns reserve(1)		8		(2	)		(2	)		4
Total Accounts receivable allowances	$	17	$	113		$	(119	)	$	11
Fiscal year ended August 1, 2010
Cash discount	$	5	$	116		$	(116	)	$	5
Bad debt reserve		3		2			(1	)		4
Returns reserve(1)		11		(3	)		—			8
Total Accounts receivable allowances	$	19	$	115		$	(117	)	$	17
Fiscal year ended August 2, 2009
Cash discount	$	5	$	116		$	(116	)	$	5
Bad debt reserve		5		1			(3	)		3
Returns reserve(1)		11		—			—			11
Total Accounts receivable allowances	$	21	$	117		$	(119	)	$	19

(1) The returns reserve is evaluated quarterly and adjusted accordingly. During each period, returns are charged to net sales in the Consolidated Statements of Earnings as incurred. Actual returns were approximately $145 in 2011, $130 in 2010, and $140 in 2009, or less than 2% of net sales.

83

INDEX OF EXHIBITS

Document
3(i)	Campbell’s Restated Certificate of Incorporation as amended through February 24, 1997 was filed with the SEC with Campbell’s Form 10-K (SEC file number 1-3822) for the fiscal year ended July 28, 2002, and is incorporated herein by reference.
3(ii)	Campbell’s By-Laws, effective August 1, 2011, were filed with the SEC on a Form 8-K (SEC file number 1-3822) on June 24, 2011, and are incorporated herein by reference.
4(a)	With respect to Campbell’s 5.000% notes due 2012 and 4.875% notes due 2013, the form of Indenture between Campbell and Deutsche Bank Trust Company Americas (successor in interest to Bankers Trust Company), as Trustee, and the associated form of security were filed with the SEC with Campbell’s Registration Statement No. 333-11497, and are incorporated herein by reference.
4(b)	With respect to Campbell’s 3.375% notes due 2014, 3.050% notes due 2014, 4.500% notes due 2019, and 4.250% notes due 2021, the form of Indenture between Campbell and The Bank of New York Mellon, as Trustee, and the associated form of security were filed with the SEC with Campbell’s Registration Statement No. 333-155626, and are incorporated herein by reference.
4(c)	Except as described in 4(a) and 4(b) above, there is no instrument with respect to long-term debt of the company that involves indebtedness or securities authorized thereunder exceeding 10 percent of the total assets of the company and its subsidiaries on a consolidated basis. The company agrees to file a copy of any instrument or agreement defining the rights of holders of long-term debt of the company upon request of the SEC.
9	Major Stockholders’ Voting Trust Agreement dated June 2, 1990, as amended, was filed with the SEC by (i) Campbell as Exhibit 99.C to Campbell’s Schedule 13E-4 (SEC file number 5-7735) filed on September 12, 1996, and (ii) with respect to certain subsequent amendments, the Trustees of the Major Stockholders’ Voting Trust as Exhibit 99.G to Amendment No. 7 to their Schedule 13D (SEC file number 5-7735) dated March 3, 2000, and as Exhibit 99.M to Amendment No. 8 to their Schedule 13D (SEC file number 5-7735) dated January 26, 2001, and as Exhibit 99.P to Amendment No. 9 to their Schedule 13D (SEC file number 5-7735) dated September 30, 2002, and is incorporated herein by reference.
10(a)	Campbell Soup Company 1994 Long-Term Incentive Plan, as amended on November 17, 2000, was filed with the SEC with Campbell’s 2000 Proxy Statement (SEC file number 1-3822), and is incorporated herein by reference.
10(b)	Campbell Soup Company 2003 Long-Term Incentive Plan, as amended and restated on September 25, 2008, was filed with the SEC with Campbell’s Form 10-K (SEC file number 1-3822) for the fiscal year ended August 3, 2008, and is incorporated herein by reference.
10(c)	Campbell Soup Company 2005 Long-Term Incentive Plan, as amended and restated on November 18, 2010, was filed with the SEC with Campbell’s 2010 Proxy Statement (SEC file number 1-3822), and is incorporated herein by reference.
10(d)	Campbell Soup Company Annual Incentive Plan, as amended on November 18, 2004,

Document
	was filed with the SEC with Campbell’s 2004 Proxy Statement (SEC file number 1-3822), and is incorporated herein by reference.
10(e)	Campbell Soup Company Mid-Career Hire Pension Plan, as amended and restated effective as of January 1, 2009, was filed with the SEC with Campbell’s Form 10-Q (SEC file number 1-3822) for the fiscal quarter ended February 1, 2009, and is incorporated herein by reference.
10(f)	First Amendment to the Campbell Soup Company Mid-Career Hire Pension Plan, effective as of December 31, 2010, was filed with the SEC with Campbell’s Form 10-Q (SEC file number 1-3822) for the fiscal quarter ended January 30, 2011, and is incorporated herein by reference.
10(g)	Deferred Compensation Plan, effective November 18, 1999, was filed with the SEC with Campbell’s Form 10-K (SEC file number 1-3822) for the fiscal year ended July 30, 2000, and is incorporated herein by reference.
10(h)	Campbell Soup Company Supplemental Retirement Plan (formerly known as Deferred Compensation Plan II), as amended and restated effective as of January 1, 2011.
10(i)	Severance Protection Agreement dated January 8, 2001, with Douglas R. Conant, President and Chief Executive Officer through fiscal 2011, was filed with the SEC with Campbell’s Form 10-Q (SEC file number 1-3822) for the fiscal quarter ended January 28, 2001, and is incorporated herein by reference. Agreements with the other executive officers listed under the heading “Executive Officers of the Company” (other than B. Craig Owens) are in all material respects the same as Mr. Conant’s agreement.
10(j)	Amendment to the Severance Protection Agreement dated February 26, 2008, with Douglas R. Conant, President and Chief Executive Officer through fiscal 2011, was filed with the SEC with Campbell’s Form 10-Q (SEC file number 1-3822) for the fiscal quarter ended November 2, 2008, and is incorporated herein by reference. Amendments with the other executive officers listed under the heading “Executive Officers of the Company” (other than B. Craig Owens) are in all material respects the same as Mr. Conant’s agreement.
10(k)	Form of U.S. Severance Protection Agreement, which is applicable to executives hired after March 1, 2008 and before August 1, 2011 (such as B. Craig Owens), was filed with the SEC with Campbell’s Form 10-Q (SEC file number 1-3822) for the fiscal quarter ended November 2, 2008, and is incorporated herein by reference.
10(l)	Form of Non-U.S. Severance Protection Agreement, which is applicable to executives hired after March 1, 2008 and before August 1, 2011, was filed with the SEC with Campbell’s Form 10-Q (SEC file number 1-3822) for the fiscal quarter ended November 2, 2008, and is incorporated herein by reference.
10(m)	Form of U.S. Severance Protection Agreement, which is applicable to executives hired on or after August 1, 2011.
10(n)	Form of Non-U.S. Severance Protection Agreement, which is applicable to executives hired on or after August 1, 2011.
10(o)	Campbell Soup Company Severance Pay Plan for Salaried Employees, as amended and restated effective January 1, 2011, was filed with the SEC with Campbell’s Form 10-Q (SEC file number 1-3822) for the fiscal quarter ended May 1, 2011, and is

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	incorporated herein by reference.
10(p)	Campbell Soup Company Supplemental Employees’ Retirement Plan, as amended and restated effective January 1, 2009, was filed with the SEC with Campbell’s Form 10-Q (SEC file number 1-3822) for the fiscal quarter ended February 1, 2009, and is incorporated herein by reference.
10(q)	First Amendment to the Campbell Soup Company Supplemental Employees’ Retirement Plan, effective as of December 31, 2010, was filed with the SEC with Campbell’s Form 10-Q (SEC file number 1-3822) for the fiscal quarter ended January 30, 2011, and is incorporated herein by reference.
10(r)	2003 Long-Term Incentive Plan Time-Lapse Restricted Stock Unit Agreement, dated as of November 1, 2008, between the company and B. Craig Owens was filed with the SEC with Campbell’s Form 10-Q (SEC file number 1-3822) for the fiscal quarter ended November 2, 2008, and is incorporated herein by reference.
10(s)	Form of 2005 Long-Term Incentive Plan Time-Lapse Restricted Stock Unit Agreement, which is applicable to the July 1, 2011 restricted stock unit grants to each of B. Craig Owens and Ellen O. Kaden, was filed with the SEC on a Form 8-K (SEC file number 1-3822) on July 1, 2011, and is incorporated herein by reference.
21	Subsidiaries (Direct and Indirect) of the company.
23	Consent of Independent Registered Public Accounting Firm.
24	Power of Attorney.
31(a)	Certification of Denise M. Morrison pursuant to Rule 13a-14(a).
31(b)	Certification of B. Craig Owens pursuant to Rule 13a-14(a).
32(a)	Certification of Denise M. Morrison pursuant to 18 U.S.C. Section 1350.
32(b)	Certification of B. Craig Owens pursuant to 18 U.S.C. Section 1350.
101.INS	XBRL Instance Document
101.SCH	XBRL Schema Document
101.CAL	XBRL Calculation Linkbase Document
101.DEF	XBRL Definition Linkbase Document
101.LAB	XBRL Label Linkbase Document
101.PRE	XBRL Presentation Linkbase Document

EX-10.H

EXHIBIT 10(h)

CAMPBELL SOUP COMPANY

Supplemental Retirement Plan

As Amended and Restated Effective as of January 1, 2011

CAMPBELL SOUP COMPANY
SUPPLEMENTAL RETIREMENT PLAN

As Amended and Restated Effective as of January 1, 2011

Article	Page
I            DEFINITIONS		2
II            ELIGIBILITY AND PARTICIPATION		6
III            CONTRIBUTIONS AND ACCOUNTS		7
IV            VESTING		10
V            DEFERRALS AND DISTRIBUTIONS		11
VI            ADMINISTRATIVE PROCEDURES		15
VII            CLAIMS PROCEDURE		15
VIII            FUNDING		18
IX            AMENDMENT AND TERMINATION		18
X            CHANGE IN CONTROL		18
XI            MISCELLANEOUS		23
Exhibit A		i

CAMPBELL SOUP COMPANY
SUPPLEMENTAL RETIREMENT PLAN

As Amended and Restated Effective as of January 1, 2011

     The Campbell Soup Company Supplemental Retirement Plan (the “Plan”) is designed for Eligible Executives of Campbell Soup Company to provide an additional method of planning for retirement and other significant saving needs with respect to amounts deferred or vested after 2004. The Plan is intended to (1) comply with section 409A of the Internal Revenue Code (the “Code”) and official guidance issued thereunder, and (2) with respect to Eligible Executives who are employed by the Company, be an “unfunded” plan maintained for the purpose of providing deferred compensation to a select group of management or highly compensated employees for purposes of Title I of the Employee Retirement Income Security Act of 1974. Notwithstanding any other provision of this Plan, this Plan shall be interpreted, operated, and administered in a manner consistent with these intentions.

     The Plan was originally effective as of January 1, 2009 (and known as the Campbell Soup Company Deferred Compensation Plan II), and was established based on the terms and conditions of the Campbell Soup Company Deferred Compensation Plan effective November 18, 1999 (the “Prior Plan”). The terms and conditions of the Prior Plan, to the extent such terms and conditions were applied in reasonable good faith compliance with Code section 409A, governed the determination, deferral and distribution of benefits payable to Participants (and their Beneficiaries) under the Prior Plan during the transition period under Code section 409A. Any amounts (including earnings) that were earned or vested after 2004 under the Prior Plan and that remained unpaid on January 1, 2009 shall be subject to the terms and conditions of this Plan. Amounts that were earned and vested under the Prior Plan as of December 31, 2004, including earnings thereon, shall be considered Grandfathered Amounts, and thereby, exempt from the requirements under Code section 409A. These Grandfathered Amounts shall remain subject to the terms and conditions of the Prior Plan in effect on October 3, 2004.

ARTICLE I

DEFINITIONS

     Unless the context otherwise requires, the following words and phrases as used herein shall have the following meanings:

     §1.1 “401(k) Plan” means the Campbell Soup Company 401(k) Retirement Plan or a successor plan.

     §1.2 “Account Balance” means the total amount credited to the bookkeeping Investment Accounts in which Contributions are maintained for a Participant, including earnings thereon. The Account Balance shall include any amounts earned or vested under the Prior Plan after December 31, 2004, including earnings thereon.

     §1.3 “Annual Incentive Compensation” means any Employer annual incentive program or sales incentive program which the Plan Administrator has approved for deferral under the Plan, including the Campbell Soup Company Annual Incentive Plan.

     §1.4 “Beneficiary” means the person that the Participant designates to receive any unpaid portion of the Participant’s Account Balance should the Participant’s death occur before the Participant receives the entire Account Balance. If the Participant does not designate a beneficiary, the Participant’s Beneficiary shall be his or her spouse if the Participant is married at the time of death, or the Participant’s estate if he or she is unmarried at the time of death.

     §1.5 “Board of Directors” means the board of directors of Campbell Soup Company.

     §1.6 “Campbell Stock” means capital stock of Campbell Soup Company.

     §1.7 “Campbell Stock Account” means an account in which deferred amounts are valued as if they were invested in a fund that tracks Campbell Stock.

     §1.8 “Code” means the Internal Revenue Code of 1986, as amended.

     §1.9 “Committee” means the Compensation and Organization Committee of the Board or a subcommittee thereof. All members of the Committee shall be “Outside Directors,” as defined or interpreted for purposes of Code section 162(m), and “Non- Employee Directors” within the meaning of Rule 16b-3 under the Securities Exchange Act of 1934 (the “1934 Act”).

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     §1.10 “Company” means Campbell Soup Company or any successor corporation thereto.

     §1.11 “Compensation” means, for purposes of the Plan, an Eligible Executive’s Salary, LTIP Award, Annual Incentive Compensation and Director’s Fees.

     §1.12 “Contributions” mean amounts deferred under the Plan pursuant to Article III (including Elective Contributions and Non-Elective Contributions) and allocated to a Participant’s Account Balance. No money or other assets will actually be contributed to such Account Balance.

     §1.13 “Default Distribution Schedule” means the payment schedule described in Section 5.7 based on the total Account Balance on the later of (a) the Payment Date; or (b) the date selected pursuant to a Subsequent Deferral Election, if applicable.

     §1.14 “Deferral Form” means a form, written or electronic, provided by the Committee pursuant to which an Eligible Executive may elect to defer amounts under the Plan.

     §1.15 “Director” means a non-Employee member of the Board of Directors.

     §1.16 “Director’s Fees” means retainers, meeting attendance fees and any other remuneration received by a Director for his or her services on the Board of Directors, including LTIP Awards.

     §1.17 “Elective Contributions” mean the contributions described in Section 3.1.

     §1.18 “Eligible Executive” means a full-time salaried Employee who is classified as exempt under the Fair Labor Standards Act of 1938, as amended (an “exempt Employee”). Eligible Executive also means a Director.

     §1.19 “Employee” means an individual who is employed by the Employer.

     §1.20 “Employer” means the Company and any subsidiary designated by the corporate officer in charge of Human Resources of the Company, as set forth in Exhibit A.

     §1.21 “Executive Retirement Contribution” means the benefit described in Section 3.2(c).

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     §1.22 “Grandfathered Amounts” means amounts that were deferred under the Prior Plan and earned and vested as of December 31, 2004. Grandfathered Amounts are subject to the distribution rules under the Prior Plan in effect on October 3, 2004.

     §1.23 “Initial Distribution Election” means upon an Eligible Executive’s first election to defer Compensation under the Plan made pursuant to an irrevocable Deferral Form and in accordance with the time requirements set forth in Section 5.2, the Participant may elect the time or form of payment for the portion of his or her Account Balance attributable to Elective Contributions (and earnings thereon).

     §1.24 “Investment Account” means an accounting record, maintained for each Participant, valued in accordance with the performance of the investment choice in which the deferred amounts are allocated. No funds are actually contributed to an Investment Account. The Plan Administrator shall determine which Investment Accounts (including the Campbell Stock Account) are offered.

     §1.25 “Key Employee” means an individual treated as a “specified employee” as of his Separation from Service under Code section 409A(a)(2)(B)(i) (i.e., a key employee, as defined in Code section 416(i) without regard to paragraph (5) thereof) of the Company or its affiliates if the Company’s or its affiliate’s stock is publicly traded on an established securities market or otherwise. Key Employees shall be determined in accordance with Code section 409A using a December 31 identification date. A listing of Key Employees as of an identification date shall be effective for the 12-month period beginning on the April 1 following the identification date.

     §1.26 “LTIP” means any Employer long-term incentive plan, including the Campbell Soup Company 2003 and 2005 Long-Term Incentive Plans.

     §1.27 “LTIP Award” means an equity award granted under an LTIP prior to the Company’s 2009 fiscal year and approved for deferral under the Plan by the Plan Administrator. To the extent the Committee approves an adjustment to any LTIP Awards deferred under the Plan as a result of any dividend or other distribution (whether in the form of cash, Campbell Stock or other securities), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase or exchange of Campbell Stock or other securities of the Company, issuance of warrants or other rights to purchase Campbell Stock or other securities of the Company, issuance of Campbell Stock pursuant to the anti-dilution provisions of Campbell Stock, or other similar corporate transaction or event that affects the Campbell Stock such that an adjustment is appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan, the Company shall adjust equitably any or all of the LTIP Awards credited to a Participant’s Account Balance. Notwithstanding the foregoing, on and after the Company’s 2009

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fiscal year, Eligible Executives who are Directors shall continue to be permitted to defer LTIP Awards.

     §1.28 “Mid-Career Plan” means the Campbell Soup Company Mid-Career Hire Pension Plan.

     §1.29 “Mid-Career Plan Benefit” means the benefit amount determined under the Mid-Career Plan as described in Section 3.2.

     §1.30 “Non-Elective Contributions” mean the contributions described in Section 3.2.

     §1.31 “Participant” means an Eligible Executive who elects to participate in the Plan or an Eligible Executive who has been credited with any Non-Elective Contributions.

     §1.32 “Payment Date” means a date in March of the year following a distributable event under the terms of the Plan.

     §1.33 “Plan” means the Campbell Soup Company Supplement Retirement Plan, as amended from time to time.

     §1.34 “Plan Administrator” means the corporate officer in charge of Human Resources at the Company or any person or entity designated by such officer.

     §1.35 “Plan Year” means the 12-month period beginning January 1 and ending December 31.

     §1.36 “Prior Plan” means the Campbell Soup Company Deferred Compensation Plan, effective November 18, 1999.

     §1.37 “Salary” means an Employee’s base salary paid by the Employer, excluding commissions, annual incentive compensation awards or other bonuses, and any other additional compensation.

     §1.38 “Separation from Service” or “Separates from Service” means a “separation from service” within the meaning of Code section 409A; provided that, in the event a Participant becomes Totally Disabled and is on an approved leave of absence from employment in connection therewith, a Separation from Service shall not occur for up to 12 months following the first day of such leave of absence, as permitted under a Company-sponsored disability program.

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     §1.39 “SERP” means the Campbell Soup Company Supplemental Employees’ Retirement Plan, as amended from time to time, and any successor or replacement plan thereof.

     §1.40 “SERP Benefit” means the benefit amount determined under the SERP and credited to a Participant under the Plan.

     §1.41 “Subsequent Deferral Election” means a Participant’s election to change the time and form of his or her distribution in accordance with the requirements set forth in Section 5.6.

     §1.42 “Supplemental Match” means the benefit described in Section 3.2(a).

     §1.43 “Supplemental Retirement Contribution” means the benefit described in Section 3.2(b).

     §1.44 “Totally Disabled” or “Total Disability” means “total disability” as that term is defined in the group long-term disability plan sponsored by the Company.

     §1.45 “Total Value” means the entire value of a Participant’s vested Account Balance, including both Elective Contributions and Non-Elective Contributions (and earning thereon), regardless of the time or form of payment for such amounts.

     §1.46 “Years of Service” means the 12-month periods beginning on a Participant’s date of hire and each anniversary thereof in which the Participant remains employed by the Company and all of the corporations in which the Company directly or indirectly owns the majority of the voting stock.

ARTICLE II

ELIGIBILITY AND PARTICIPATION

     §2.1 Eligibility. Each Eligible Executive with a salary grade of at least 36 may elect to defer his or her Compensation in accordance with the Plan. Each Director may elect to defer his or her Director’s Fees in accordance with the Plan. Rules regarding both Initial Distribution Elections and Subsequent Deferral Elections by Eligible Executives are provided in Article V.

     Each Eligible Executive with a salary grade of at least 30 whose annual base salary and annual incentive compensation award equal or exceed the amount required by the Plan Administrator shall be eligible for Supplemental Match contributions. Each Eligible

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Executive who commences employment with, or is rehired by, an Employer on or after January 1, 2011, and is not eligible to accrue benefits under the SERP, shall be eligible for Supplemental Retirement Contributions if the Eligible Executive’s annual base salary and annual incentive compensation award equal or exceed the amount required by the Plan Administrator. Each Eligible Executive hired, rehired or promoted into a position with a salary grade of 46 or above on or after January 1, 2011 who is not eligible to accrue benefits under the Mid-Career Plan, shall be eligible for Executive Retirement Contributions.

     §2.2 Executives Outside the United States. Notwithstanding any other provisions of the Plan to the contrary, an Eligible Executive who is subject to tax outside of the United States is not eligible to participate in any feature of the Plan unless his or her participation has been approved in advance by the Plan Administrator.

     §2.3 Participation. The Plan Administrator shall notify any Eligible Executive of his status as an Eligible Executive at such time and in such manner as the Plan Administrator shall determine. Any Eligible Executive who elects to participate in the Plan or who is credited with any Non-Elective Contributions shall become a Participant in the Plan immediately upon enrolling as a Participant by the method required by the Plan Administrator. An individual shall remain a Participant under the Plan until all amounts credited to the Participant’s Account Balance have been distributed to the Participant or the Participant’s Beneficiary.

ARTICLE III

CONTRIBUTIONS AND ACCOUNTS

     §3.1 Elective Contributions. A Participant eligible to make elective contributions to the Plan may elect to defer the following types of Compensation, which are the “Elective Contributions:”

          (a) Annual Incentive Compensation Deferral. On behalf of a Participant with a salary grade of 36 or above who participates in an Annual Incentive Compensation program, the Company shall credit to his or her Account Balance an amount equal to that portion of an Annual Incentive Compensation award that the Participant has elected to defer under the Plan.

          (b) LTIP Deferral. On behalf of a Participant who participates in the LTIP, the Company shall credit to his or her Account Balance an amount equal to that portion of an eligible LTIP Award that the Participant has elected to defer under the Plan.

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          (c) Director’s Fee Deferral. The Company shall credit to a Participant’s Account Balance an amount equal to that portion of his or her Director’s Fees that the Participant has elected to defer under the Plan.

Compensation deferred by a Participant under Article V shall be credited to the Participant’s Account Balance as soon as practicable after the amounts would have otherwise been paid to the Participant.

     §3.2 Non-Elective Contributions. As applicable, the Company shall credit to an Eligible Executive’s Account Balance the following five types of benefits, which are the “Non-Elective Contributions:”

          (a) Supplemental Match. On behalf of an Eligible Executive who meets the eligibility requirements for Supplemental Match contributions under Section 2.1, each Plan Year the Company shall credit to his or her Account Balance no later than January 31 of the following Plan Year an amount equal to:

               (i) 4% of the Eligible Executive’s Elective Contributions for the Plan Year, plus

               (ii) 4% of [the Eligible Executive’s Salary plus Annual Incentive Compensation for the Plan Year less (the Code section 401(a)(17) limit in effect for the Plan Year and the Eligible Executive’s Elective Contributions for the Plan Year, except that the subtrahend shall not be less than zero)].

          (b) Supplemental Retirement Contribution. On behalf of an Eligible Executive who meets the eligibility requirements for Supplemental Retirement Contributions under Section 2.1, each Plan Year the Company shall credit to the Eligible Executive’s Account Balance an amount equal to three percent (3%) of such Eligible Executive’s total Salary and Annual Incentive Compensation paid during the Plan Year in excess of the applicable annual dollar limit under Code section 401(a)(17) (as adjusted from time to time), without regard to any amounts deferred under this Plan. Once the Code section 401(a)(17) limit has been attained, this credit shall be made to the Eligible Executive’s Account Balance each pay period, but in no event later than January 31 of the following Plan Year.

          (c) Executive Retirement Contributions. On behalf of each Eligible Executive who meets the eligibility requirements for Executive Retirement Contributions under Section 2.1, each Plan Year the Company shall credit to such Eligible Executive’s Account Balance an amount equal to ten percent (10%) of such Eligible Executive’s total Salary and Annual Incentive Compensation paid during the Plan Year, without regard to any amounts deferred under this Plan, or such higher percentage as designated in writing

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by the Committee. This credit shall be made to the Eligible Executive’s Account Balance each pay period, but in no event later than January 31 of the following Plan Year, and shall be separately accounted for.

          (d) SERP and Mid-Career Benefits. Subject to the terms and conditions of the SERP and to the extent that an Eligible Executive meets the SERP eligibility and vesting requirements, the Company shall determine the SERP Benefit as of the first day of the month following the Eligible Executive’s termination of employment for any reason (including, without limitation, his or her death, Total Disability or resignation). The Company shall credit to the Eligible Executive’s Account Balance an amount equal to the SERP Benefit as soon as practicable following such date. Notwithstanding anything to the contrary, prior to January 1, 2011, in the event a Participant becomes eligible to participate in the Mid-Career Plan after participating in the SERP, (i) the Participant’s right to receive the SERP Benefit shall be forfeited pursuant to Section 9(i) of the SERP, (ii) for purposes of determining the form of payment under the Default Distribution Schedule, the value of any vested benefit determined under the Mid-Career Plan as of the first day of the month following the Participant’s termination of employment (the “Mid-Career Plan Benefit”) shall be included in the determination of Total Value, and (iii) subject to the terms and conditions of the Mid-Career Plan and to the extent the Eligible Executive meets the Mid-Career Plan eligibility and vesting requirements and was not permitted to elect a time and form of payment under the Mid-Career Plan, the Company shall credit to the Eligible Executive’s Account Balance an amount equal to the Eligible Executive’s Mid-Career Plan Benefit as soon as practicable following the Eligible Executive’s termination of employment.

     §3.3 Account Balance and Earnings. The Elective Contributions and Non-Elective Contributions set forth above shall be credited to a Participant’s Account Balance. Earnings shall be credited to a Participant’s Account Balance under this Section 3.3 based on the results that would have been achieved had amounts credited to the Account Balance been invested as soon as practicable after crediting into the Investment Accounts designated by the Plan Administrator or selected by the Participant. The Plan Administrator shall: (i) designate the Investment Accounts that will be available to Participants under the Plan; (ii) designate the default Investment Accounts into which new Non-Elective Contributions will be credited; (iii) determine how often the Participants may make elections as to the deemed investment of Elective Contributions newly credited to their Account Balance, as well as the deemed investment of amounts previously credited to their Account Balance; and (iv) establish procedures to permit Participants to make and change investment elections. Earnings shall include any dividend or dividend equivalents attributable to LTIP Awards deferred under the Plan. Nothing in this Section or otherwise in the Plan, however, will require the Company to actually invest any amounts or set aside funds in such investments or otherwise.

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ARTICLE IV

VESTING

     §4.1 Normal Vesting. Except for any vesting requirements related to LTIP Awards or as set forth below in Section 4.2, Participants are fully vested in all amounts credited to their Account Balances at all times.

     §4.2 Special Vesting for Executive Retirement Contributions. Notwithstanding the foregoing, a Participant’s Executive Retirement Contributions (and earnings thereon) shall vest as follows:

          (a) Normal Rule. Except as provided in Section 4.2(b) or (c), if a Participant’s employment terminates before he or she has attained age 55 and completed five Years of Service, the Participant’s Executive Retirement Contributions (and earnings thereon) shall be forfeited. If a Participant’s termination occurs on or after he or she has attained age 55 and completed five Years of Service, the Participant’s Executive Retirement Contributions (and earnings thereon) shall vest according to the following schedule:

Age at Termination	Vesting Percentage
55		50	%
56		60	%
57		70	%
58		80	%
59		90	%
60 or older		100	%

          (b) Involuntary Termination by the Company without Cause. If a Participant is terminated by the Company without Cause and the Participant has completed at least five Years of Service but has not attained age 55, the Participant’s Executive Retirement Contributions (and earnings thereon) shall be 20% vested. For this purpose, “Cause” means the termination of the Participant’s employment by reason of his or her (1) engaging in gross misconduct that is injurious to the Company and its subsidiaries, monetarily or otherwise, (2) misappropriation of funds, (3) willful misrepresentation to the directors or officers of the Company and its subsidiaries, (4) gross negligence in the performance of the Participant’s duties having an adverse effect on the business, operations, assets, properties or financial condition of the Company and its subsidiaries, (5) conviction of a crime involving moral turpitude, or (6) entering into competition with the Company and its subsidiaries. The determination of whether a

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Participant’s employment was terminated for Cause shall be made by the Plan Administrator in its sole discretion.

          (c) Death or Total Disability. Upon a Participant’s death or Total Disability while employed, the Participant’s Executive Retirement Contributions (and earnings thereon) shall immediately vest in full.

          (d) Rehires. Any amounts that are forfeited under this Article IV upon a Participant’s termination of employment shall not be restored to the Participant’s Account Balance upon rehire.

ARTICLE V

DEFERRALS AND DISTRIBUTIONS

     §5.1 Deferral Elections. The Plan Administrator shall establish administrative rules and procedures for the making of irrevocable deferral elections by an Eligible Executive under the Plan in accordance with the requirements of Code section 409A. Subject to the timing rules in Section 5.2, deferrals may be made with respect to the following types of Compensation:

          (a) Annual Incentive Compensation. An Eligible Executive with a salary grade of 36 or above may elect to defer any portion of his or her Annual Incentive Compensation up to 90% (in 10% increments).

          (b) LTIP Awards. An Eligible Executive may elect to defer any portion of an LTIP Award up to 100% (in 10% increments).

          (c) Director’s Fees. An Eligible Executive may elect to defer any portion of his or her Director’s Fees up to 100% (in 10% increments).

     §5.2 Election Timing Requirements. In order to elect to defer Compensation earned during a Plan Year or a fiscal year of the Company, an Eligible Executive shall file an irrevocable Deferral Form with the Plan Administrator before the beginning of such Plan Year or fiscal year, as applicable. Notwithstanding the foregoing, if the Committee or the Plan Administrator determines that the Annual Incentive Compensation or LTIP Award qualifies as “performance-based compensation” under Code section 409A, an Eligible Executive may elect to defer such Compensation by filing a Deferral Form at such later time up until the date six months before the end of the performance period as permitted by the Committee or the Plan Administrator.

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          An Eligible Executive’s election to defer Compensation shall be cancelled, in accordance with the regulations under Code section 409A, if the Eligible Executive obtains a hardship distribution from a Code section 401(k) plan pursuant to Reg. §1.401(k)-1(d)(3) or any successor thereto.

     §5.3 Distribution Upon Separation. Unless otherwise elected under Section 5.4 or 5.5, a Participant’s vested Account Balance shall be distributed in accordance with the Default Distribution Schedule on the Payment Date after such Participant’s Separation from Service. Notwithstanding the foregoing, distributions may not be made to a Key Employee upon a Separation from Service before the date which is six months after the date of the Key Employee’s Separation from Service (or, if earlier, the date of death of the Key Employee). Any payments that would otherwise be made during this period of delay shall be accumulated and paid in the seventh month following the Participant’s Separation from Service (or, if earlier, the month after the Participant’s death). Each annual installment thereafter, if any, shall be paid on each successive anniversary of such Payment Date.

     §5.4 Distribution Elections.

          (a) Initial Distribution Election for Elective Contributions. In the case of the first year in which an Eligible Executive defers Compensation under the Plan, as determined by the Plan Administrator in its sole discretion, the Participant may make an Initial Distribution Election, in accordance with the requirements in Section 5.2 and the administrative rules and procedures established by the Plan Administrator, to receive that portion of his or her Account Balance attributable to Elective Contributions (and earnings thereon) in any permitted time or form of payment provided in Section 5.6.

          (b) Special Transition Period Election. Notwithstanding any prior elections or Plan provisions to the contrary, during the transition period under Code section 409A and applicable guidance issued thereunder, certain Participants, designated by the Plan Administrator, may have made (1) an election to receive the portion of his or her Account Balance attributable to the Elective Contributions and Non-Elective Contributions in any permitted time or form of payment provided in Section 5.6; or (2) an election to receive his or her Account Balance in a lump sum upon death. Any such election must have become irrevocable on or before December 31, 2008 and must have been made in accordance with procedures and distribution rules established by the Plan Administrator.

     §5.5 Subsequent Deferral Election. In accordance with the administrative rules and procedures established by the Plan Administrator, a Participant may make up to three subsequent elections to change the time or form of payment (from among those available

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under Section 5.6) for all or the portion of his or her vested Account Balance (each, a “Subsequent Deferral Election”) attributable to Elective Contributions or Non-Elective Contributions (and earnings thereon) in accordance with this Section 5.5, but only if the following conditions are satisfied:

          (a) The Subsequent Deferral Election may not take effect until at least twelve (12) months after the date on which such election is made;

          (b) Such distribution may not be made earlier than at least five (5) years from the date the distribution would have otherwise been made; and

          (c) The Subsequent Deferral Election must be made at least twelve (12) months before the date of the Participant’s Separation from Service.

Any election with respect to the time or form of payment under the Plan, after the Participant’s third Subsequent Deferral Election, shall be null and void and have no force or effect. For purposes of clarification, in no event shall any Subsequent Deferral Election (including any election by a Participant’s Beneficiary) be made after the date that is twelve (12) months before the Participant’s Separation from Service.

     §5.6 Permitted Time and Form of Payment Options. Subject to the requirements of Sections 5.4 and 5.5, the Participant may elect from the following options:

          (a) Time of Payment. A Participant may elect to be paid, or begin receiving payments, on any anniversary of the Payment Date after his or her Separation from Service; provided that such anniversary date is within 15 years of the Participant’s Separation from Service.

          (b) Form of Payment. A Participant may elect the form of payment from among the following options: (i) lump sum; (ii) 5 annual installments; (iii) 10 annual installments; (iv) 15 annual installments; or (v) 20 annual installments. Each form of payment shall be treated as one payment for purposes of Code section 409A.

     §5.7 Default Distribution Schedule. Unless otherwise elected under Section 5.4 or 5.5, a Participant’s vested Account Balance shall be paid in the form set forth below (the “Default Distribution Schedule”) based on the Total Value of a Participant’s vested Account Balance on the date of the first scheduled distribution, as follows:

Vested Total Value	Form of Payment
$1 to $25,000.99	Lump Sum Payment
$25,001 to $50,000.99	2 Annual Installments

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Vested Total Value	Form of Payment
$50,001 to $100,000.99	3 Annual Installments
$100,001 to $200,000.99	4 Annual Installments
$200,001 to $500,000.99	5 Annual Installments
$500,001 and above	10 Annual Installments

     §5.8 Death Benefits. Unless otherwise elected under Section 5.4(b), if a Participant dies before his or her Separation from Service, the Participant’s Beneficiary shall receive the entire vested Account Balance in accordance with the time and form of payment elected by the Participant or established under this Article V, as if the Participant had Separated from Service on the date of the Participant’s death. In the event of the Participant’s death after his or her Separation from Service, all or any remaining portion of the vested Account Balance shall continue to be paid to the Beneficiary in accordance with the time and form of payment elected by the Participant or established under this Article V, as applicable.

     §5.9 Valuation. All payments to be made under the Plan shall be valued on the last business day of the January immediately preceding the March in which payment is to be made. Notwithstanding the foregoing, if, pursuant to the Plan terms, payment is made on a date other than in March of a given Plan Year, then such payment shall be valued on the last business day of the month immediately preceding the month in which payment is actually made.

     §5.10 Effect of Taxation. If the Participant’s benefits under the Plan are includible in income pursuant to Code section 409A, such benefits shall be distributed immediately to the Participant.

     §5.11 Permitted Delays. Notwithstanding the foregoing, any payment to a Participant under the Plan shall be delayed upon the Committee’s reasonable anticipation of one or more of the following events:

          (a) The Company’s deduction with respect to such payment would be eliminated by application of Code section 162(m); or

          (b) The making of the payment would violate Federal securities laws or other applicable law;

provided, that any payment delayed pursuant to this Section 5.11 shall be paid in accordance with Code section 409A on the earliest date in which the Company reasonably anticipates that: (i) the deduction of such payment will not be barred by the application of Code section 162(m); and (ii) the making of the payment will not cause a violation of Federal securities laws or other applicable law.

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ARTICLE VI

ADMINISTRATIVE PROCEDURES

     §6.1 General. The Plan shall be administered by the Plan Administrator. Consistent with the terms of the Plan, the Plan Administrator shall establish administrative rules and procedures regarding the timing of deferral elections, the time period for deferral, the forms of distribution, the maximum number of annual installment payments, the Investment Accounts for valuing Account Balances, reallocation of Account Balances among Investment Accounts, statements of Account Balances, the time and manner of payment of Account Balances, and other administrative items for this Plan. The Plan Administrator shall have the full authority and discretion to make, amend, interpret, and enforce all appropriate rules and procedures for the administration of this Plan and decide or resolve any and all questions, including interpretations of this Plan, as may arise in connection with this Plan. Any such action taken by the Plan Administrator shall be final and conclusive on any party. To the extent the Plan Administrator has been granted discretionary authority under the Plan, the Plan Administrator’s prior exercise of such authority shall not obligate it to exercise its authority in a like fashion thereafter. The Plan Administrator may, from time to time, employ agents and delegate to such agents, including Employees, such administrative or other duties as it sees fit.

     §6.2 Plan Interpretation. The Plan Administrator shall have the authority and responsibility to interpret and construe the Plan and to decide all questions arising thereunder, including without limitation, questions of eligibility for participation, eligibility for Contributions, the amount of Account Balances, and the timing of the distribution thereof, and shall have the authority to deviate from the literal terms of the Plan to the extent the Plan Administrator shall determine to be necessary or appropriate to operate the Plan in compliance with the provisions of applicable law.

     §6.3 Responsibilities and Reports. The Plan Administrator may pursuant to a written instruction name other persons to carry out specific responsibilities. The Plan Administrator shall be entitled to rely conclusively upon all tables, valuations, certificates, opinions and reports that are furnished by any accountant, controller, counsel, or other person who is employed or engaged for such purposes.

ARTICLE VII

CLAIMS PROCEDURE

     §7.1 Filing a Claim. A Participant or his authorized representative may file a claim for benefits under the Plan. Any claim must be in writing and submitted to the Plan

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Administrator at such address as may be specified from time to time. Claimants will be notified in writing of approved claims, which will be processed as claimed. A claim is considered approved only if its approval is communicated in writing to a claimant.

     §7.2 Denial of Claim. In the case of the denial of a claim respecting benefits paid or payable with respect to a Participant, a written notice will be furnished to the claimant within 90 days of the date on which the claim is received by the Plan Administrator. If special circumstances require a longer period, the claimant will be notified in writing, prior to the expiration of the 90-day period, of the reasons for an extension of time; provided, however, that no extensions will be permitted beyond 90 days after the expiration of the initial 90-day period.

     §7.3 Reasons for Denial. A denial or partial denial of a claim will be dated and will clearly set forth:

          (a) the specific reason or reasons for the denial;

          (b) specific reference to pertinent Plan provisions on which the denial is based;

          (c) a description of any additional material or information necessary for the claimant to perfect the claim and an explanation of why such material or information is necessary; and

          (d) an explanation of the procedure for review of the denied or partially denied claim set forth below, including the claimant’s right to bring a civil action under ERISA section 502(a) following an adverse benefit determination on review.

     §7.4 Review of Denial. Upon denial of a claim, in whole or in part, a claimant or his duly authorized representative will have the right to submit a written request to the Plan Administrator for a full and fair review of the denied claim by filing a written notice of appeal with the Plan Administrator within 60 days of the receipt by the claimant of written notice of the denial of the claim. A claimant or the claimant’s authorized representative will have, upon request and free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to the claimant’s claim for benefits and may submit issues and comments in writing. The review will take into account all comments, documents, records, and other information submitted by the claimant relating to the claim, without regard to whether such information was submitted or considered in the initial benefit determination.

     If the claimant fails to file a request for review within 60 days of the denial notification, the claim will be deemed abandoned and the claimant precluded from reasserting it. If the claimant does file a request for review, his request must include a

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description of the issues and evidence he deems relevant. Failure to raise issues or present evidence on review will preclude those issues or evidence from being presented in any subsequent proceeding or judicial review of the claim.

     §7.5 Decision Upon Review. The Plan Administrator will provide a prompt written decision on review. If the claim is denied on review, the decision shall set forth:

          (a) the specific reason or reasons for the adverse determination;

          (b) specific reference to pertinent Plan provisions on which the adverse determination is based;

          (c) a statement that the claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to the claimant’s claim for benefits; and

          (d) a statement describing any voluntary appeal procedures offered by the Plan and the claimant’s right to obtain the information about such procedures, as well as a statement of the claimant’s right to bring an action under ERISA section 502(a).

     A decision will be rendered no more than 60 days after the Plan Administrator’s receipt of the request for review, except that such period may be extended for an additional 60 days if the Plan Administrator determines that special circumstances require such extension. If an extension of time is required, written notice of the extension will be furnished to the claimant before the end of the initial 60-day period.

     §7.6 Finality of Determinations; Exhaustion of Remedies. To the extent permitted by law, decisions reached under the claims procedures set forth in this Section shall be final and binding on all parties. No legal action for benefits under the Plan shall be brought unless and until the claimant has exhausted his remedies under this Section. In any such legal action, the claimant may only present evidence and theories which the claimant presented during the claims procedure. Any claims which the claimant does not in good faith pursue through the review stage of the procedure shall be treated as having been irrevocably waived. Judicial review of a claimant’s denied claim shall be limited to a determination of whether the denial was an abuse of discretion based on the evidence and theories the claimant presented during the claims procedure.

     §7.7 Limitations Period. Any suit or legal action initiated by a claimant under the Plan must be brought by the claimant no later than one year following a final decision on the claim for benefits by the Plan Administrator. The one-year limitation on suits for benefits will apply in any forum where a claimant initiates such suit or legal action.

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ARTICLE VIII

FUNDING

     §8.1 Funding. The Company shall not segregate or hold separately from its general assets any amounts credited to the Account Balances for Participants, and shall be under no obligation whatsoever to fund in advance any amounts under the Plan, including Contributions and earnings thereon.

     §8.2 Insolvency. In the event that the Company becomes insolvent, all Participants and Beneficiaries shall be treated as general, unsecured creditors of the Company with respect to any amounts credited to the Account Balances.

ARTICLE IX

AMENDMENT AND TERMINATION

     The Company reserves the right to amend or terminate the Plan at any time by action of the corporate officer in charge of Human Resources of the Company. Notwithstanding the foregoing, no such amendment or termination shall reduce any Participant’s Account Balance as of the date of such amendment or termination; provided however, an amendment may freeze or limit future accruals of benefits under the Plan on and after the date of such amendment. Upon a complete termination of the Plan, all vested amounts credited to Participants’ Account Balances shall be distributed to Participants and Beneficiaries in the manner and at the time described in Article V, unless the Company determines in its sole discretion that all vested amounts credited to Participants’ Account Balances shall be distributed upon termination in accordance with the requirements under Code section 409A. Upon termination of the Plan, no further deferrals shall be permitted; however, earnings, gains and losses shall continue to be credited to Account Balances in accordance with Article III until the Account Balances are fully distributed.

ARTICLE X

CHANGE IN CONTROL

     §10.1 Provisions. Notwithstanding anything contained in the Plan to the contrary, the provisions of this Article X shall govern and supersede any inconsistent terms or provisions of the Plan.

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     §10.2 Definition of Change in Control. For purposes of the Plan “Change in Control” shall mean any of the following events:

          (a) The acquisition in one or more transactions by any “Person” (as the term person is used for purposes of Section 13(d) or 14(d) of the Securities Exchange Act of 1934, as amended (the “1934 Act”)) of “Beneficial Ownership” (within the meaning of Rule 13d-3 promulgated under the 1934 Act) of twenty-five percent (25%) or more of the combined voting power of the Company’s then outstanding voting securities (the “Voting Securities”), provided, however, that for purposes of this Section 10.2(a), the Voting Securities acquired directly from the Company by any Person shall be excluded from the determination of such Person’s Beneficial Ownership of Voting Securities (but such Voting Securities shall be included in the calculation of the total number of Voting Securities then outstanding); or

          (b) The individuals who, as of January 1, 2011 are members of the Board (the “Incumbent Board”), cease for any reason to constitute more than fifty percent (50%) of the Board; provided, however, that if the election, or nomination for election by the Company’s stockholders, or any new director was approved by a vote of at least two-thirds of the Incumbent Board, such new director shall, for purposes of the Plan, be considered as a member of the Incumbent Board; or

          (c) Approval by stockholders of the Company of (1) a merger or consolidation involving the Company if the stockholders of the Company, immediately before such merger or consolidation, do not own, directly or indirectly immediately following such merger or consolidation, more than fifty percent (50%) of the combined voting power of the outstanding voting securities of the corporation resulting from such merger or consolidation in substantially the same proportion as their ownership of the Voting Securities immediately before such merger or consolidation or (2) a complete liquidation or dissolution of the Company or an agreement for the sale or other disposition of all or substantially all of the assets of the Company; or

          (d) Acceptance of stockholders of the Company of shares in a share exchange if the stockholders of the Company, immediately before such share exchange, do not own, directly or indirectly immediately following such share exchange, more than fifty percent (50%) of the combined voting power of the outstanding voting securities of the corporation resulting from such share exchange in substantially the same proportion as their ownership of the Voting Securities outstanding immediately before such share exchange.

          Notwithstanding the foregoing, a Change in Control shall not be deemed to occur solely because twenty-five percent (25%) or more of the then outstanding Voting Securities is acquired by (i) a trustee or other fiduciary holding securities under one or

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more employee benefit plans maintained by the Company or any of its subsidiaries, (ii) any corporation which, immediately prior to such acquisition, is owned directly or indirectly by the stockholders of the Company in the same proportion as their ownership of stock in the Company immediately prior to such acquisition, (iii) any “Grandfathered Dorrance Family Stockholder” (as hereinafter defined) or (iv) any Person who has acquired such Voting Securities directly from any Grandfathered Dorrance Family Stockholder but only if such Person has executed an agreement which is approved by two-thirds of the Board and pursuant to which such Person has agreed that he (or they) will not increase his (or their) Beneficial Ownership (directly or indirectly) to 30% or more of the outstanding Voting Securities (the “Standstill Agreement”) and only for the period during which the Standstill Agreement is effective and fully honored by such Person. For purposes of this Section, “Grandfathered Dorrance Family Stockholder” shall mean at any time a “Dorrance Family Stockholder” (as hereinafter defined) who or which is at the time in question the Beneficial Owner solely of (v) Voting Securities Beneficially Owned by such individual on January 25, 1990 (w) Voting Securities acquired directly from the Company, (x) Voting Securities acquired directly from another Grandfathered Dorrance Family Stockholder, (y) Voting Securities which are also Beneficially Owned by other Grandfathered Dorrance Family Stockholders at the time in question, and (z) Voting Securities acquired after January 25, 1990 other than directly from the Company or from another Grandfathered Dorrance Family Stockholder by any “Dorrance Grandchild” (as hereinafter defined) provided that the aggregate amount of Voting Securities so acquired by each such Dorrance Grandchild shall not exceed five percent (5%) of the Voting Securities outstanding at the time of such acquisition. A “Dorrance Family Stockholder” who or which is at the time in question the Beneficial Owner of Voting Securities which are not specified in clauses (v), (w), (x), (y) and (z) of the immediately preceding sentence shall not be a Grandfathered Dorrance Family Stockholder at the time in question. For purposes of this Section, “Dorrance Family Stockholders” shall mean individuals who are descendants of the late Dr. John T. Dorrance, Sr. and/or the spouses, fiduciaries and foundations of such descendants. A “Dorrance Grandchild” means as to each particular grandchild of the late Dr. John T. Dorrance, Sr., all of the following taken collectively: such grandchild, such grandchild’s descendants and/or the spouses, fiduciaries and foundations of such grandchild and such grandchild’s descendants.

          Moreover, notwithstanding the foregoing, a Change in Control shall not be deemed to occur solely because any Person (the “Subject Person”) acquired Beneficial Ownership of more than the permitted amount of the outstanding Voting Securities as a result of the acquisition of Voting Securities by the Company which, by reducing the number of Voting Securities outstanding, increases the proportional number of shares Beneficially Owned by the Subject Person, provided that if a Change in Control would occur (but for the operation of this sentence) as a result of the acquisition of Voting Securities by the Company, and after such share acquisition by the Company, the Subject

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Person becomes the Beneficial Owner of any additional Voting Securities which increases the percentage of the then outstanding Voting Securities Beneficially Owned by the Subject Person, then a Change in Control shall occur.

          (e) Notwithstanding anything contained in the Plan to the contrary, if the Employees’ employment is terminated within six months prior to a Change in Control and the Employee reasonably demonstrates that such termination (i) was at the request of a third party who effectuates a Change in Control or (ii) otherwise occurred in connection with or in anticipation of a Change in Control, then for all purposes of the Plan, the date of a Change in Control with respect to the Employee shall mean the date immediately prior to the date of such termination of the Employee’s employment.

     §10.3 Definition of “Termination Following a Change in Control.” For purposes of the Plan, “Termination Following a Change in Control” means a Separation from Service of an Employee following the date of a Change in Control:

          (a) initiated by the Employer of the Participant, or

          (b) initiated by the Participant following one or more of the following events:

               (i) an assignment to the Participant of any duties materially inconsistent with, or a reduction or change by his or her Employer in the nature or scope of the authority, duties or responsibilities of the Participant from those assigned to or held by the Participant immediately prior to the Change in Control;

               (ii) any removal of the participant from the positions held immediately prior to the Change in Control, except in connection with promotions to positions of greater responsibility and prestige;

               (iii) any material reduction by his or her Employer in the Participant’s compensation as in effect immediately prior to the Change in Control or as the same may be increased thereafter;

               (iv) revocation or any modification of any employee benefit plan, or any action taken pursuant to the terms of any such plan, that materially reduces the opportunity of the Participant to receive benefits under any such plan;

               (v) a transfer or relocation of the site of employment of the Participant immediately preceding the Change in Control, without the Participant’s

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express written consent, to a location more than fifty (50) miles distant therefrom, or that is otherwise an unacceptable commuting distance from the Participant’s principal residence at the date of the Change in Control; or

               (vi) a requirement that the Participant undertake business travel to an extent substantially greater than the Participant’s business travel obligation immediately prior to the Change in Control.

     §10.4 Accrued Benefit.

          (a) Upon a Change in Control, a Participant’s Campbell Stock Account shall be converted into cash in an amount equal to the greater of (1) the highest price per share of the Campbell Stock (a “Share”) paid to holders of the Shares in any transaction (or series of transactions) constituting or resulting in a Change in Control or (2) the highest fair market value per Share during the ninety (90) day period ending on the date of a Change in Control multiplied by the number of shares of Campbell Stock deemed credited to the Participant’s Account Balance under the Plan.

          (b) Upon a Participant’s Termination Following a Change in Control (other than Directors) within two (2) years after a Change in Control, the Participant shall fully vest in his or her Account Balance (including the SERP Benefit and the Mid-Career Plan Benefit). In the event the Change in Control in connection with such Termination Following a Change in Control satisfies the requirements of a “Change in Control Event,” as described in Code section 409A and the applicable regulations thereunder, the Company shall pay to the Participant, subject to the delay in payment required for Key Employees pursuant to Section 5.3, a lump sum cash payment equal to the Participant’s vested Account Balance sixty (60) days after his or her Separation from Service regardless of the Participant’s previous distribution election(s). In the event such Change in Control does not result in a Change in Control Event as described under Code section 409A, payments described in this Section 10.4(b) shall be credited and vested to the Participant’s Account Balance and made pursuant to the provisions under Article V of the Plan.

          (c) Upon a Director’s Separation from Service (i.e., ceasing to provide services to the Company as a member of the Board or otherwise) within two (2) years after a Change in Control, the Director shall fully vest in his or her Account Balance. In the event the Change in Control in connection with such Separation from Service satisfies the requirements of a “Change in Control Event,” as described in Code section 409A and the applicable regulations thereunder, the Company shall pay to the Director, subject to the delay in payment required for Key Employees pursuant to Section 5.3, a lump sum cash payment equal to his or her vested Account Balance sixty (60) days after his or her

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Separation from Service regardless of the Director’s previous distribution election. In the event such Change in Control does not result in a Change in Control Event as described under Code section 409A, payments described in this Section 10.4(c) shall be credited and vested to the Participant’s Account Balance and made pursuant to the provisions under Article V of the Plan.

     §10.5 Amendment or Termination.

          (a) This Article X shall not be amended or terminated at any time if any such amendment or termination would adversely affect the rights of any Participants under the Plan.

          (b) For a period of two (2) years following a Change in Control, the Plan shall not be terminated or amended in any way that would adversely affect the rights of the Participants, nor shall the manner in which the Plan is administered be changed in a way that adversely affects the Eligible Executives’ right to existing or future Company provided benefits or contributions provided hereunder. Furthermore, the Plan may not be merged or consolidated with any other program during said two-year period.

          (c) Any amendment or termination of the Plan prior to a Change in Control and which (1) was at the request of a third party who has indicated an intention or taken steps reasonably calculated to effect a Change in Control or (2) otherwise arose in connection with or in anticipation of a Change in Control, shall be null and void and shall have no effect whatsoever.

ARTICLE XI

MISCELLANEOUS

     §11.1 No Employment Contract. The establishment or existence of the Plan shall not confer upon any individual the right to be continued as an employee or Director. The Employer expressly reserves the right to discharge any employee whenever in its judgment its best interests so require.

     §11.2 Non-Alienation. No interest of any person in, or right to receive a distribution under, the Plan shall be subject in any manner to sale, transfer, assignment, pledge, attachment, garnishment, or other alienation or encumbrance of any kind; nor may such interest or right to receive a distribution be taken, either voluntarily or involuntarily for the satisfaction of the debts of, or other obligations or claims against, such person.

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     §11.3 Governing Law. The Plan shall be governed by and construed in accordance with the laws of the State of New Jersey to the extent not preempted by federal law.

     §11.4 Taxes and Withholding. The Company or other payor may withhold from a benefit payment under the Plan or a Participant’s wages in order to meet any federal, state, or local tax withholding obligations with respect to Plan benefits. The Company may also accelerate and pay a portion of a Participant’s benefits in a lump sum equal to the Federal Insurance Contributions Act (“FICA”) tax imposed and the income tax withholding related to such FICA amounts. The Company or other payor shall report Plan payments and other Plan-related information to the appropriate governmental agencies as required under applicable laws.

     §11.5 Incapacity. If the Plan Administrator, in its sole discretion, deems a Participant or Beneficiary who is eligible to receive any payment hereunder to be incompetent to receive the same by reason of illness or any infirmity or incapacity of any kind, the Plan Administrator may direct the Company to apply such payment directly for the benefit of such person, or to make payment to any person selected by the Plan Administrator to disburse the same for the benefit of the Participant or Beneficiary. Payments made pursuant to this Section shall operate as a discharge, to the extent thereof, of all liabilities of the Company, the Plan Administrator and the Plan to the person for whose benefit the payments are made.

     §11.6 Unclaimed Benefits. Each Participant shall keep the Plan Administrator informed of his or her current address and the current address of his or her designated Beneficiary. The Plan Administrator shall not be obligated to search for the whereabouts of any person if the location of a person is not made known to the Plan Administrator.

     §11.7 Severability. In the event any provision of the Plan shall be held invalid or illegal for any reason, any illegality or invalidity shall not affect the remaining parts of the Plan, but the Plan shall be construed and enforced as if the illegal or invalid provision had never been inserted.

     §11.8 Words and Headings. Words in the masculine gender shall include the feminine and the singular shall include the plural, and vice versa, unless qualified by the context. Any headings used herein are included for ease of reference only, and are not to be construed so as to alter the terms hereof.

     §11.9 Binding Upon Successors. The liabilities under the Plan shall be binding upon any successor, assign or purchaser of the Company or any purchaser of substantially all of the assets of the Company.

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     §11.10 Trust Arrangement. All benefits under the Plan represent an unsecured promise to pay by the Company. The Plan shall be unfunded and the benefits hereunder shall be paid only from the general assets of the Company resulting in the Eligible Executives having no greater rights than the Company’s other general creditors. Nothing herein shall prevent or prohibit the Company from establishing a trust or other arrangement for the purpose of providing for the payment of the benefits payable under the Plan.

IN WITNESS WHEREOF, this instrument has been executed on July 19, 2011.

Campbell Soup Company
By:	/s/ Nancy A. Reardon
	Nancy A. Reardon
	Senior Vice President and Chief Human Resources and Communications Officer

ATTEST:
By:	/s/ Kathleen M. Gibson

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Exhibit A

Designated Subsidiaries as of January 1, 2011.

Campbell Investment Company
Campbell Finance Corp. LLC
Campbell Food Service Company
Campbell Sales Company
Campbell Soup Supply Company LLC
Campbell Urban Renewal Corporation
CSC Brands LP
CSC Insights, Inc.
CSC Standards, Inc.
Ecce Panis, Inc.
Joseph Campbell Company
Pepperidge Farm, Incorporated
StockPot Inc.

EX-10.M

EXHIBIT 10(m)

Dated: 8/1/2011

FORM OF U.S.
CHANGE IN CONTROL
SEVERANCE PROTECTION AGREEMENT

          THIS AGREEMENT made as of <DATE>, by and between Campbell Soup Company (the “Company”) and <NAME> (the “Executive”).

          WHEREAS, the Board of Directors of the Company (the “Board”) recognizes that the possibility of a Change in Control (as hereinafter defined) exists and that the threat of or the occurrence of a Change in Control may result in the departure or in significant distractions of its key management personnel because of the uncertainties inherent in such a situation;

          WHEREAS, the Board has, as recommended and approved by the Compensation and Organization Committee (the “Committee”), determined that it is essential and in the best interest of the Company and its stockholders to retain the services of the Executive in the event of a threat or occurrence of a Change in Control and to ensure his continued dedication and efforts in such event without undue concern for his personal financial and employment security; and

          WHEREAS, in order to induce the Executive to remain in the employ of the Company and to encourage the continued attention and dedication of the Executive, particularly in the event of a threat or the occurrence of a Change in Control, the Company desires to enter into this Agreement with the Executive to provide the Executive with certain benefits in the event his employment is terminated as a result of, or in connection with, a Change in Control.

          NOW, THEREFORE, in consideration of the respective agreements of the parties contained herein, it is agreed as follows:

     1. Term of Agreement. The term of this Agreement (the “Term”) shall commence on <DATE>, and shall continue in effect until the third anniversary of such date; provided, however, that commencing on the second anniversary of such date and on each anniversary thereafter, the term of this Agreement shall automatically be extended for one (1) year unless either the Company or the Executive shall have given written notice to the other at least ninety (90) days prior thereto that the Term of this Agreement shall not be so extended; and provided, further, however, that notwithstanding any such notice by the Company not to extend, the Term shall not expire prior to the expiration of twenty-four (24) months after the occurrence of a Change in Control that occurs prior to the end of the term.

     2. Definitions.

          2.1 “Cause” means a termination evidenced by a resolution adopted in good faith by no less than two-thirds of the Board that the Executive (a) intentionally and continually failed to substantially perform his duties with the Company (other than a failure resulting from the

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Executive’s incapacity due to physical or mental illness) which failure continued for a period of at least thirty (30) days after a written notice of demand for substantial performance has been delivered to the Executive specifying the manner in which the Executive has failed to substantially perform, or (b) intentionally engaged in conduct which is demonstrably and materially injurious to the Company, monetarily or otherwise; provided, however, that no termination of the Executive’s employment shall be for Cause as set forth in clause (b) above until (x) there shall have been delivered to the Executive a copy of a written notice setting forth that the Executive was guilty of the conduct set forth in clause (b) and specifying the particulars thereof in detail, and (y) the Executive shall have been provided an opportunity to be heard by the Board (with the assistance of the Executive’s counsel if the Executive so desires). No act, nor failure to act, on the Executive’s part, shall be considered “intentional” unless he has acted, or failed to act, with an absence of good faith and without a reasonable belief that his action or failure to act was in the best interest of the Company. Notwithstanding anything contained in this Agreement to the contrary, no failure to perform by the Executive after a Notice of Termination is given by the Executive shall constitute Cause for purposes of this Agreement.

          2.2 “Change in Control” means any of the following events: (a) The acquisition in one or more transactions by any “Person” (as the term person is used for purposes of Section 13(d) or 14(d) of the Securities Exchange Act of 1934, as amended (the “1934 Act”) of “Beneficial Ownership” (within the meaning of Rule 13d-3 promulgated under the 1934 Act) of twenty-five percent (25%) or more of the combined voting power of the Company’s then outstanding voting securities (the “Voting Securities”), provided, however, that for purposes of this Section 2.2(a), the Voting Securities acquired directly from the Company by any Person shall be excluded from the determination of such Person’s Beneficial Ownership of Voting Securities (but such Voting Securities shall be included in the calculation of the total number of Voting Securities then outstanding); or

          (b) The individuals who, as of August 1, 2011, are members of the Board (the “Incumbent Board”), cease for any reason to constitute more than fifty percent (50%) of the Board; provided, however, that if the election, or nomination for election by the Company’s stockholders, of any new director was approved by a vote of at least two-thirds of the Incumbent Board, such new director shall, for purposes of this Agreement, be considered as a member of the Incumbent Board; or

          (c) Approval by stockholders of the Company of (1) a merger or consolidation involving the Company if the stockholders of the Company, immediately before such merger or consolidation, do not own, directly or indirectly immediately following such merger or consolidation, more than fifty percent (50%) of the combined voting power of the outstanding voting securities of the corporation resulting from such merger or consolidation in substantially the same proportion as their ownership of the Voting Securities immediately before such merger or consolidation or (2) a complete liquidation or dissolution of the Company or an agreement for the sale or other disposition of all or substantially all of the assets of the Company; or

          (d) Acceptance of stockholders of the Company of shares in a share exchange if the stockholders of the Company, immediately before such share exchange, do not own, directly or indirectly immediately following such share exchange, more than fifty percent (50%) of the combined voting power of the outstanding voting securities of the corporation resulting from such share exchange in substantially the same proportion as their ownership of the Voting Securities outstanding immediately before such share exchange.

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          Notwithstanding the foregoing, a Change in Control shall not be deemed to occur solely because twenty-five percent (25%) or more of the then outstanding Voting Securities is acquired by (i) a trustee or other fiduciary holding securities under one or more employee benefit plans maintained by the Company or any of its subsidiaries, (ii) any corporation which, immediately prior to such acquisition, is owned directly or indirectly by the stockholders of the Company in the same proportion as their ownership of stock in the Company immediately prior to such acquisition, (iii) any “Grandfathered Dorrance Family Stockholder” (as hereinafter defined) or (iv) any Person who has acquired such Voting Securities directly from any Grandfathered Dorrance Family Stockholder but only if such Person has executed an agreement which is approved by two-thirds of the Board and pursuant to which such Person has agreed that she (or they) will not increase her (or their) Beneficial Ownership (directly or indirectly) to 30% or more of the outstanding Voting Securities (the “Standstill Agreement”) and only for the period during which the Standstill Agreement is effective and fully honored by such Person.

          For purposes of this Section, “Grandfathered Dorrance Family Stockholder” shall mean at any time a “Dorrance Family Stockholder” (as hereinafter defined) who or which is at the time in question the Beneficial Owner solely of (v) Voting Securities Beneficially Owned by such individual on January 25, 1990, (w) Voting Securities acquired directly from the Company, (x) Voting Securities acquired directly from another Grandfathered Dorrance Family Stockholder, (y) Voting Securities which are also Beneficially Owned by other Grandfathered Dorrance Family Stockholders at the time in question, and (z) Voting Securities acquired after January 25, 1990 other than directly from the Company or from another Grandfathered Dorrance Family Stockholder by any “Dorrance Grandchild” (as hereinafter defined), provided that the aggregate amount of Voting Securities so acquired by each such Dorrance Grandchild shall not exceed five percent (5%) of the Voting Securities outstanding at the time of such acquisition.

          A “Dorrance Family Stockholder” who or which is at the time in question the Beneficial Owner of Voting Securities which are not specified in clauses (v), (w), (x), (y) and (z) of the immediately preceding sentence shall not be a Grandfathered Dorrance Family Stockholder at the time in question. For purposes of this Section, “Dorrance Family Stockholders” shall mean individuals who are descendants of the late Dr. John T. Dorrance, Sr. and/or the spouses, fiduciaries and foundations of such descendants. A “Dorrance Grandchild” means as to each particular grandchild of the late Dr. John T. Dorrance, Sr., all of the following taken collectively: such grandchild, such grandchild’s descendants and/or the spouses, fiduciaries and foundations of such grandchild and such grandchild’s descendants.

          Moreover, notwithstanding the foregoing, a Change in Control shall not be deemed to occur solely because any Person (the “Subject Person”) acquired Beneficial Ownership of more than the permitted amount of the outstanding Voting Securities as a result of the acquisition of Voting Securities by the Company which, by reducing the number of Voting Securities outstanding, increases the proportional number of shares Beneficially Owned by the Subject Person, provided that if a Change in Control would occur (but for the operation of this sentence) as a result of the acquisition of Voting Securities by the Company, and after such share acquisition by the Company, the Subject Person becomes the Beneficial Owner of any additional Voting Securities which increases the percentage of the then outstanding Voting Securities Beneficially Owned by the Subject Person, then a Change in Control shall occur.

          (e) Notwithstanding anything contained in this Agreement to the contrary, if the Executive’s employment is terminated by the Company without Cause within one year prior to a

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Change in Control and the Executive reasonably demonstrates that such termination (1) was at the request of a Third Party (as defined in Section 2.4(b)) who effectuates a Change in Control or (2) otherwise occurred in connection with or in anticipation of, a Change in Control, then, for all purposes of this Agreement, the date of a Change in Control shall mean the date immediately prior to the date of such Executive’s termination of employment.

          2.3 “Disability” means a physical or mental infirmity that (notwithstanding accommodation) impairs the Executive’s ability to substantially perform his duties under this Agreement for a continuous period of one hundred eighty (180) days. Any question as to the existence of an Executive’s Disability upon which the Executive and the Company cannot agree will be determined by a qualified independent physician selected by the Executive and the Company. If the Company and the Executive cannot agree on a physician, the Chief of Staff of Thomas Jefferson Hospital in Philadelphia, Pennsylvania shall select a physician. The determination of such physician made in writing to the Company and to the Executive shall be final and conclusive for all purposes of this Agreement.

          2.4 (a) “Good Reason” means the occurrence after a Change in Control of any of the events or conditions described in subsections (1) through (7) hereof:

     (1) a change in the Executive’s position or responsibilities (including reporting responsibilities) which represents a material adverse change from his position or responsibilities as in effect immediately prior to such Change in Control; the assignment to the Executive of any duties or responsibilities which, in the Executive’s reasonable judgment, are inconsistent with his status, position or responsibilities; or any removal of the Executive from or failure to reappoint or reelect the Executive to any of such offices or positions, except in connection with the termination of his employment for Disability, Cause, death or by the Executive other than for Good Reason;

     (2) a reduction in the Executive’s base salary by a material amount or any failure to pay the Executive any compensation or benefits to which he is entitled within thirty (30) days of the date due;

     (3) the Company’s requiring the Executive to be based at any place outside a 50-mile radius from his principal place of employment immediately prior to such Change in Control, except for reasonably required travel on the Company’s business which is not greater than such travel requirements prior to the Change in Control;

     (4) the failure by the Company to (A) continue in effect (without reduction in benefit level, and/or reward opportunities) any compensation or employee benefit plan in which the Executive was participating immediately prior to the Change in Control, unless a substitute or replacement plan has been implemented which provides substantially identical compensation or benefits to the Executive or (B) provide the Executive with compensation and benefits, in the aggregate, at least equal (in terms of benefit levels and/or reward opportunities) to those provided for under each other compensation or employee benefit plan, program and practice as in effect immediately prior to the Change in Control (or as in effect following the Change in Control, if greater);

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     (5) any material breach by the Company of any provision of this Agreement;

     (6) any purported termination of the Executive’s employment for Cause by the Company which does not comply with the terms of Section 2.1; or

     (7) the failure of the Company to obtain an agreement, satisfactory to the Executive, from any successor or assign of the Company to assume and agree to perform this Agreement, as contemplated in Section 6 hereof.

     (b) (1) A Good Reason termination shall not occur unless the Executive gives notice to the Company that an event or condition described in Sections 2.4(a) (1) through (7) has occurred within a time period not to exceed ninety (90) days from the date of first occurrence of one of these events or conditions, and the Company shall have at least thirty (30) days from the time of that notice in which to remedy the event or condition described in Sections 2.4(1) through (7).

     (2) Any event or condition described in Section 2.4(a)(1) through (7) which occurs prior to a Change in Control but which the Executive reasonably demonstrates (1) was at the request of a third party who has indicated an intention or taken steps reasonably calculated to effect a Change in Control (a “Third Party”), or (2) otherwise arose in connection with or in anticipation of a Change in Control, shall constitute Good Reason for purposes of this Agreement notwithstanding that it occurred prior to the Change in Control.

          (c) The Executive’s right to terminate his employment pursuant to this Section 2.4 shall not be affected by his incapacity due to physical or mental illness.

     3. Severance and Benefits.

          3.1 If, during the Term, the Executive’s employment with the Company is terminated within twenty-four (24) months following a Change in Control, the Executive shall be entitled to the following compensation and benefits:

          (a) If the Executive’s employment with the Company is terminated (1) by the Company for Cause or Disability, (2) by reason of the Executive’s death, or (3) by the Executive other than for Good Reason, the Company shall pay the Executive all amounts earned or accrued through the Termination Date (as hereinafter defined) but not paid as of the Termination Date, including (i) base salary (at the rate then in effect), (ii) reimbursement for reasonable and necessary expenses incurred by the Executive on behalf of the Company during the period ending on the Termination Date, and (iii) vacation pay (collectively, “Accrued Compensation”). In addition to the foregoing, if the Executive’s employment is terminated by the Company for Disability or by reason of the Executive’s death, the Company shall pay to the Executive or his beneficiaries an amount equal to the Pro Rata Bonus (as hereinafter defined). The “Pro Rata Bonus” is an amount equal to the Bonus Amount (as hereinafter defined) multiplied by a fraction the numerator of which is the number of days in such fiscal year through the Termination Date and the denominator of which is 365. The term “Bonus Amount” shall mean the greater of the (x) Executive’s target bonus under the Campbell Soup Company Annual Incentive Plan for the

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fiscal year in which the Termination Date occurs or (y) average of the annual bonuses paid or payable to the Executive during the two full fiscal years immediately prior to the Termination Date. Executive’s entitlement to any other compensation or benefits shall be determined in accordance with the Company’s employee benefit plans and other applicable programs and practices then in effect.

          (b) If the Executive’s employment with the Company is terminated (other than by reason of death), (1) by the Company other than for Cause or Disability or (2) by the Executive for Good Reason, the Executive shall be entitled to the following benefits provided below:

     (i) The Company shall pay the Executive all Accrued Compensation and a Pro-Rata Bonus (each as defined in Section 3.1(a)).

     (ii) The Company shall pay the Executive as severance pay and in lieu of any further compensation for periods subsequent to the Termination Date, a single sum cash payment (the “Severance Amount”) equal to the amount set forth in paragraph (a) on Schedule A.

     (iii) For a number of months equal to the lesser of (A) the number of months set forth in paragraph (b) on Schedule A or (B) the number of months remaining until the Executive’s 65th birthday (the “Continuation Period”), the Company shall at its expense continue to provide the Executive and his dependents and beneficiaries the life insurance and medical benefits in an amount equal to the greater of: (x) the greater of (1) such benefits provided to the Executive at any time during the 90-day period immediately prior to the Change in Control or (2) the benefits provided to the Executive at any time following the Change in Control or (y) the benefits provided to other similarly situated executives who continue in the employ of the Company during the Continuation Period. The coverage and benefits (including deductibles and costs) provided in this Section 3.1(b)(iii) during the Continuation Period shall be no less favorable to the Executive and his dependents and beneficiaries, than the most favorable of such coverages and benefits provided during any of the periods referred to in clauses (x) and (y) above. The Company’s obligation hereunder with respect to the foregoing benefits shall be limited to the extent that the Executive obtains any such benefits pursuant to a subsequent employer’s benefit plans, in which case the Company may reduce the coverage of any benefits it is required to provide the Executive hereunder as long as the aggregate coverages and benefits of the combined benefit plans is no less favorable to the Executive than the coverages and benefits required to be provided hereunder. This subsection (iii) shall not be interpreted so as to limit any benefits to which the Executive, his dependents or beneficiaries may be entitled under any of the Company’s employee benefit plans, programs or practices following the Executive’s termination of employment, including without limitation, life insurance benefits.

     (iv) The Company shall pay the Executive a single sum cash payment equal to the actuarial equivalent of the excess of (A) the Supplemental Retirement Benefit (as defined below) (determined as a straight life annuity commencing at age 65) determined as if (w) the Executive remained employed by the Company and accumulated additional months of credited service as set forth in paragraph

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(c) on Schedule A (but in no event shall the Executive be deemed to have accumulated additional credited service after attaining age 65), (x) his annual compensation during such period had been equal to the sum of (A) the greater of (1) the Executive’s annual base salary in effect at any time during the 90-day period immediately prior to the Change in Control or (2) the Executive’s annual base salary in effect at any time following the Change in Control and (B) the Bonus Amount, (y) the Company and/or the Subsidiary or division made employer contributions to each defined contribution plan in which the Executive was a participant at the Termination Date (in an amount equal to the amount of such contribution for the applicable plan year immediately preceding the Termination Date) and (z) the Executive had been fully (100%) vested in his benefit under each retirement plan in which the Executive was a participant, over (B) the lump sum actuarial equivalent of the aggregate retirement benefit the Executive has actually accrued under such retirement plans (determined as a straight life annuity commencing at age 65). For purposes of this subsection (iv), the “Supplemental Retirement Benefit” shall mean the lump sum actuarial equivalent of the aggregate retirement benefit the Executive would have been entitled to receive under the Company’s supplemental and other retirement plans including, but not limited to, the Campbell Soup Company 401(k) Retirement Plan and the Campbell Soup Company Supplemental Retirement Plan. For purposes of this subsection (iv), the “actuarial equivalent” shall be determined in accordance with the actuarial assumptions used for the calculation of benefits under the Company Retirement and Pension Plan as applied prior to the Termination Date in accordance with such plan’s past practices.

     (v) In the event that the Executive has unvested outstanding incentive awards (including restricted stock and performance shares or units, stock options or stock appreciation rights, hereinafter collectively referred to as the “Incentive Awards”) pursuant to the terms of the Company’s long-term incentive plans or under any subsequent incentive plan or arrangement on his Termination Date, then (A) all such Incentive Awards shall vest and any restrictions thereon shall lapse as follows: (i) all such Incentive Awards (other than performance related awards) shall vest or become exercisable immediately and any restrictions thereon shall lapse and (ii) any performance related awards shall vest or become exercisable and any restrictions thereon shall lapse on a pro-rata portion of such awards based on the portion of the relevant performance period that has expired as of the Termination Date (but in no event shall such performance related award vest, become exercisable or restrictions lapse with respect to less than 50% of the total outstanding awards); provided, that such accelerated vesting shall apply first to those awards which have been outstanding the longest, and (B) the Executive shall have the right to require the Company to purchase, for cash, any shares of unrestricted stock or shares purchased upon exercise of any options, at a price equal to the fair market value of such shares on the date of purchase by the Company.

          (c) The amounts provided for in Sections 3.1(a) and 3.1(b)(i), (ii), (iv) and (v) (with respect to performance units) shall be paid within thirty (30) days after the Executive’s Termination Date.

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          (d) The Executive shall not be required to mitigate the amount of any payment provided for in this Agreement by seeking other employment or otherwise and no such payment shall be offset or reduced by the amount of any compensation or benefits provided to the Executive in any subsequent employment except as provided in Section 3.1(b)(iii).

          3.2 The severance pay and benefits provided for in Sections 3.1(a) and 3.1(b)(i) and (ii) shall be in lieu of any other severance pay to which the Executive may be entitled under any Company severance plan, program or arrangement (including, without limitation, the Company Group Change in Control Severance Protection Program).

     4. Notice of Termination.Following a Change in Control, any purported termination of the Executive’s employment by the Company or by the Executive shall be communicated by written Notice of Termination to the other party in accordance with Section 8. For purposes of this Agreement, a “Notice of Termination” shall mean a notice which indicates the specific termination provision in this Agreement relied upon and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive’s employment under the provision so indicated. For purposes of this Agreement, no such purported termination shall be effective without such Notice of Termination.

     5. Termination Date.For purposes of this Agreement, “Termination Date” means, in the case of the Executive’s death, his date of death, and in all other cases, the date specified in the Notice of Termination subject to the following:

          (a) If the Executive’s employment is terminated by the Company for Cause or due to Disability, the date specified in the Notice of Termination shall be at least thirty (30) days from the date the Notice of Termination is given to the Executive, provided that in the case of Disability the Executive shall not have returned to the full-time performance of his duties during such period of at least thirty (30) days; and

          (b) If the Executive resigns for Good Reason, the date specified in the Notice of Termination shall not be more than sixty (60) days from the date the Notice of Termination is given to the Company.

          (c) Notwithstanding any other provision in this Agreement to the contrary, the termination of the Executive’s employment in connection with the sale, divestiture or other disposition of a division, group or business unit of the Company (or part thereof) at which the Executive was employed at the time of such sale, divestiture or other disposition, shall not be deemed to be a termination of employment of the Executive for purposes of this Agreement, provided the Executive is offered employment by the purchaser or acquiror of such division, group or business unit of the Company and the Company obtains an agreement from such purchaser or acquiror as contemplated in Section 6(c) and provided, further, that the Executive shall not be entitled to any benefits from the Company under this Agreement as a result of such sale, divestiture, or other disposition, or as a result of any subsequent termination of employment. This Section 5 (c) will only apply in the event that (i) the Executive’s employment is terminated by the Company without Cause or the Executive resigns for Good Reason on or after the occurrence of a Change in Control or (ii) the Executive’s employment is terminated by the Company without Cause within one year prior to a Change in Control and the Executive reasonably demonstrates that such termination (y) was at the request of a Third Party who effectuates a Change in Control or (z) otherwise occurred in connection with, or in anticipation of, a Change in Control.

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     6. Successors; Binding Agreement.

          (a) This Agreement shall be binding upon and shall inure to the benefit of the Company, its successors and assigns and the Company shall require any successor or assign to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession or assignment had taken place. In such event, the term “the Company” as used herein shall include such successors and assigns. The term “successors and assigns” as used herein shall mean a corporation or other entity acquiring all or substantially all the assets and business of the Company (including this Agreement) whether by operation of law or otherwise.

          (b) Neither this Agreement nor any right or interest hereunder shall be assignable or transferable by the Executive, his beneficiaries or legal representatives, except by will or by the laws of descent and distribution. This Agreement shall inure to the benefit of and be enforceable by the Executive’s legal personal representative.

          (c) In the event that one or more divisions, groups and business units of the Company (or parts thereof) that the Executive is primarily associated with (or part thereof) are sold, divested, or otherwise disposed of by the Company subsequent to a Change in Control, the Company shall require such purchaser or acquiror, as a condition precedent to such purchase or acquisition, to assume, and agree to perform the Company’s obligations under this Agreement, in the same manner, and to the same extent that the Company would be required to perform if no such acquisition or purchase had taken place. In such circumstances, the purchaser or acquiror shall be solely responsible for providing any payments or benefits payable under this Agreement to the Executive.

     7. Fees and Expense.The Company shall pay all legal fees and related expenses (including the costs of experts, evidence and counsel) incurred by the Executive as they become due as a result of (a) the Executive’s termination of employment (including all such fees and expenses, if any, incurred in contesting or disputing any such termination of employment), (b) the Executive seeking to obtain or enforce any right or benefit provided by this Agreement or by any other plan or arrangement maintained by the Company under which the Executive is or may be entitled to receive benefits, or (c) the Executive’s hearing before the Board as contemplated in Section 2.1 of this Agreement; provided, however, that the circumstances set forth in clauses (a) and (b) (other than as a result of the Executive’s termination of employment under circumstances described in Section 2.2(e)) occurred on or after a Change in Control.

     8. Order of Payment. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to you (i) constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”) and (ii) but for this provision, would be subject to the excise tax imposed by Section 4999 of the Code, then Executive’s severance, vesting and other benefits under this Agreement shall be payable either (i) in full, or (ii) as to such lesser amount which would result in no portion of such severance and other benefits being subject to the excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by you on

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an after-tax basis, of the greatest amount of severance benefits under this Agreement notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Any reduction shall be made in the following manner: first a pro rata reduction of (i) cash payments subject to Section 409A of the Code as deferred compensation and (ii) cash payments not subject to Section 409A of the Code, and second a pro rata cancellation of (i) equity-based compensation subject to Section 409A of the Code as deferred compensation and (ii) equity-based compensation not subject to Section 409A of the Code. Reduction in either cash payments or equity compensation benefits shall be made prorata between and among benefits which are subject to Section 409A of the Code and benefits which are exempt from Section 409A of the Code. Unless the Company and you otherwise agree in writing, any determination required under this provision shall be made in writing by the Company’s independent public accountants (the “Accountants”), whose determination shall be conclusive and binding upon you and the Company for all purposes. For purposes of making the calculations required by this provision, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and you shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this provision. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this provision.

     9. Notice.For the purposes of this Agreement, notices and all other communications provided for in the Agreement (including the Notice of Termination) shall be in writing and shall be deemed to have been duly given when personally delivered or sent by certified mail, return receipt requested, postage prepaid, addressed to the respective addresses last given by each party to the other, provided that all notices to the Company shall be directed to the attention of the Board with a copy to the Secretary of the Company. All notices and communications shall be deemed to have been received on the date of delivery thereof or on the third business day after the mailing thereof, except that notice of change of address shall be effective only upon receipt.

     10. Non-exclusivity of Rights.Nothing in this Agreement shall prevent or limit the Executive’s continuing or future participation in any benefit, bonus, incentive or other plan or program provided by the Company or any of its subsidiaries and for which the Executive may qualify, nor shall anything herein limit or reduce such rights as the Executive may have under any other agreements with the Company or any of its subsidiaries; provided, however, to the extent that the Executive receives benefits under this Agreement, he will not be entitled to severance pay or benefits under any other severance plan, program, policy or arrangement of the Company, including, without limitation, the Company’s Special Severance Protection Program. Amounts which are vested benefits or which the Executive is otherwise entitled to receive under any plan, program or arrangement of the Company or any of its subsidiaries shall be payable in accordance with such plan, program or arrangement except as expressly modified by this Agreement.

     11. Settlement of Claims.The Company’s obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any circumstances, including, without limitation, any set-off, counterclaim, recoupment, defense or other right which the Company may have against the Executive or others.

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     12. Miscellaneous.No provision of this Agreement may be modified, waived, amended or discharged unless such waiver, modification or discharge is agreed to in writing and signed by the Executive and the Company. No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. No agreement or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party which are not expressly set forth in this Agreement.

     13. Employment Status.This Agreement does not constitute a contract of employment or impose on the Company any obligation to retain the Executive, or any obligation on the Executive to remain in the employment of the Company.

     14. Governing Law.This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New Jersey, without reference to the principles of conflicts of laws. Each party hereto consents to in personam jurisdiction and venue in the United States District Court of New Jersey. In the event that the United States District Court of New Jersey should lack subject matter jurisdiction, the parties consent to jurisdiction and venue in a court of competent jurisdiction in Camden County in the State of New Jersey.

     15. Withholding.The Company may withhold from all payments due to Executive (or his beneficiary or estate) under this Agreement all applicable federal, state, local and foreign income and employment taxes.

     16. Severability.The provisions of this Agreement shall be deemed severable and the invalidity or unenforceability of any provision shall not affect the validity or enforceability of the other provisions hereof.

     17. Counterparts.This Agreement may be executed in several counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument.

     18. Headings.The headings contained in this Agreement are intended solely for convenience and shall not control or affect the meaning or construction of the provisions of this Agreement.

     19. Entire Agreement.This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and, in the event of a Change in Control, supersedes all prior agreements (including, without limitation, the Company’s Special Severance Protection Program), understandings and arrangements, whether oral or written, between the parties hereto with respect to such subject matter.

     IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by its duly authorized officer and the Executive has executed this Agreement as of the day and year first above written.

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ATTEST:	Campbell Soup Company
	By:
Corporate Secretary		President and Chief Executive Officer
	By:
		Executive

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Schedule A to Severance Protection Agreement

     (a) The Executive’s Severance Amount provided for in Section 3.1 (b) (ii) shall equal the severance pay multiple set forth below next to the Executive’s salary grade level at the Termination Date multiplied by the sum of (A) the greater of (1) the Executive’s annual base salary in effect at any time during the 90-day period immediately prior to the Change in Control or (2) the Executive’s annual base salary in effect at any time following the Change in Control and (B) the Bonus Amount.

Salary Grade Level at Termination Date	Severance Pay Multiple
42 — 44 46 — 48 50 and above	1.5 2.0 2.5

     (b) The Benefits Continuation Period provided for in Section 3.1 (b) (iii) shall be determined using the number of months set forth below next to the Executive’s salary grade level at the Termination Date.

Salary Grade Level at Termination Date	Benefits Continuation Period
42 — 44 46 — 48 50 and above	18 months 24 months 30 months

     (c) The additional service credit provided for in Section 3.1 (b) (iv) (w) shall be equal to the number of months set forth below next to the Executive’s salary grade level at the Termination Date.

Salary Grade Level at Termination Date	Additional Service Credit
42 — 44 46 — 48 50 and above	18 months 24 months 30 months

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EX-10.N

EXHIBIT 10(n)

Dated: 08/01/2011

FORM OF NON-U.S
SEVERANCE PROTECTION AGREEMENT
FOR EXECUTIVES DESIGNATED BY THE PRESIDENT

          THIS AGREEMENT made as of <Hire/Promo Date>, by and between Campbell Soup Company (the “Company”) and <Name> (the “Executive”).

          WHEREAS, the Board of Directors of the Company (the “Board”) recognizes that the possibility of a Change in Control (as hereinafter defined) exists and that the threat of or the occurrence of a Change in Control may result in the departure or in significant distractions of its key management personnel because of the uncertainties inherent in such a situation;

          WHEREAS, the Executive is employed by the Company or one of its subsidiaries or affiliates (the “Employer”).

          WHEREAS, the Board has, as recommended and approved by the Compensation and Organization Committee (the “Committee”), determined that it is essential and in the best interest of the Company and its stockholders for the Employer to retain the services of the Executive in the event of a threat or occurrence of a Change in Control and to ensure his continued dedication and efforts in such event without undue concern for his personal financial and employment security; and

          WHEREAS, in order to induce the Executive to remain in the employ of the Employer and to encourage the continued attention and dedication of the Executive, particularly in the event of a threat or the occurrence of a Change in Control, the Company desires to enter into this Agreement with the Executive as a supplemental agreement to his employment contract if any, with the Employer to provide the Executive with certain benefits in the event his employment is terminated as a result of, or in connection with, a Change in Control.

          NOW, THEREFORE, in consideration of the respective agreements of the parties contained herein, it is agreed as follows:

          1. Term of Agreement. The term of this Agreement (the “Term”) shall commence on <Hire/Promo Date>, and shall continue in effect until the third anniversary of such date; provided, however, that commencing on the second anniversary of such date and on each anniversary thereafter, the term of this Agreement shall automatically be extended for one (1) year unless either the Company or the Executive shall have given written notice to the other at least ninety (90) days prior thereto that the Term of this Agreement shall not be so extended; and provided, further, however, that notwithstanding any such notice by the Company not to extend, the Term shall not expire prior to the expiration of twenty-four (24) months after the occurrence of a Change in Control that occurs prior to the end of the Term.

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          2. Definitions.

          2.1 “Cause” means a termination evidenced by a resolution adopted in good faith by no less than two-thirds of the Board that the Executive (a) intentionally and continually failed to substantially perform his duties with the Employer (other than a failure resulting from the Executive’s incapacity due to physical or mental illness) which failure continued for a period of at least thirty (30) days after a written notice of demand for substantial performance has been delivered to the Executive specifying the manner in which the Executive has failed to substantially perform, or (b) intentionally engaged in conduct which is demonstrably and materially injurious to the Employer or the Company, monetarily or otherwise; provided, however, that no termination of the Executive’s employment shall be for Cause as set forth in clause (b) above until (x) there shall have been delivered to the Executive a copy of a written notice setting forth that the Executive was guilty of the conduct set forth in clause (b) and specifying the particulars thereof in detail, and (y) the Executive shall have been provided an opportunity to be heard by the Board (with the assistance of the Executive’s counsel if the Executive so desires). No act, nor failure to act, on the Executive’s part, shall be considered “intentional” unless he has acted, or failed to act, with an absence of good faith and without a reasonable belief that his action or failure to act was in the best interest of the Employer or the Company. Notwithstanding anything contained in this Agreement to the contrary, no failure to perform by the Executive after a Notice of Termination is given by the Executive shall constitute Cause for purposes of this Agreement.

          2.2 “Change in Control” means any of the following events: (a) The acquisition in one or more transactions by any “Person” (as the term person is used for purposes of Section 13(d) or 14(d) of the Securities Exchange Act of 1934, as amended (the “1934 Act”) of “Beneficial Ownership” (within the meaning of Rule 13d-3 promulgated under the 1934 Act) of twenty-five percent (25%) or more of the combined voting power of the Company’s then outstanding voting securities (the “Voting Securities”), provided, however, that for purposes of this Section 2.2(a), the Voting Securities acquired directly from the Company by any Person shall be excluded from the determination of such Person’s Beneficial Ownership of Voting Securities (but such Voting Securities shall be included in the calculation of the total number of Voting Securities then outstanding); or

          (b) The individuals who, as of August 1, 2011, are members of the Board (the “Incumbent Board”), cease for any reason to constitute more than fifty percent (50%) of the Board; provided, however, that if the election, or nomination for election by the Company’s stockholders, of any new director was approved by a vote of at least two-thirds of the Incumbent Board, such new director shall, for purposes of this Agreement, be considered as a member of the Incumbent Board; or

          (c) Approval by stockholders of the Company of (1) a merger or consolidation involving the Company if the stockholders of the Company, immediately before such merger or consolidation, do not own, directly or indirectly immediately following such merger or consolidation, more than fifty percent (50%) of the combined voting power of the outstanding voting securities of the corporation resulting from such merger or consolidation in substantially the same proportion as their ownership of the Voting Securities immediately before such merger or consolidation or (2) a complete liquidation or dissolution of the Company or an agreement for the sale or other disposition of all or substantially all of the assets of the Company; or

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          (d) Acceptance of stockholders of the Company of shares in a share exchange if the stockholders of the Company, immediately before such share exchange, do not own, directly or indirectly immediately following such share exchange, more than fifty percent (50%) of the combined voting power of the outstanding voting securities of the corporation resulting from such share exchange in substantially the same proportion as their ownership of the Voting Securities outstanding immediately before such share exchange.

          Notwithstanding the foregoing, a Change in Control shall not be deemed to occur solely because twenty-five percent (25%) or more of the then outstanding Voting Securities is acquired by (i) a trustee or other fiduciary holding securities under one or more employee benefit plans maintained by the Company or any of its subsidiaries, (ii) any corporation which, immediately prior to such acquisition, is owned directly or indirectly by the stockholders of the Company in the same proportion as their ownership of stock in the Company immediately prior to such acquisition, (iii) any “Grandfathered Dorrance Family Stockholder” (as hereinafter defined) or (iv) any Person who has acquired such Voting Securities directly from any Grandfathered Dorrance Family Stockholder but only if such Person has executed an agreement which is approved by two-thirds of the Board and pursuant to which such Person has agreed that she (or they) will not increase her (or their) Beneficial Ownership (directly or indirectly) to 30% or more of the outstanding Voting Securities (the “Standstill Agreement”) and only for the period during which the Standstill Agreement is effective and fully honored by such Person.

          For purposes of this Section, “Grandfathered Dorrance Family Stockholder” shall mean at any time a “Dorrance Family Stockholder” (as hereinafter defined) who or which is at the time in question the Beneficial Owner solely of (v) Voting Securities Beneficially Owned by such individual on January 25, 1990, (w) Voting Securities acquired directly from the Company, (x) Voting Securities acquired directly from another Grandfathered Dorrance Family Stockholder, (y) Voting Securities which are also Beneficially Owned by other Grandfathered Dorrance Family Stockholders at the time in question, and (z) Voting Securities acquired after January 25, 1990 other than directly from the Company or from another Grandfathered Dorrance Family Stockholder by any “Dorrance Grandchild” (as hereinafter defined), provided that the aggregate amount of Voting Securities so acquired by each such Dorrance Grandchild shall not exceed five percent (5%) of the Voting Securities outstanding at the time of such acquisition.

          A “Dorrance Family Stockholder” who or which is at the time in question the Beneficial Owner of Voting Securities which are not specified in clauses (v), (w), (x), (y) and (z) of the immediately preceding sentence shall not be a Grandfathered Dorrance Family Stockholder at the time in question. For purposes of this Section, “Dorrance Family Stockholders” shall mean individuals who are descendants of the late Dr. John T. Dorrance, Sr. and/or the spouses, fiduciaries and foundations of such descendants. A “Dorrance Grandchild” means as to each particular grandchild of the late Dr. John T. Dorrance, Sr., all of the following taken collectively: such grandchild, such grandchild’s descendants and/or the spouses, fiduciaries and foundations of such grandchild and such grandchild’s descendants.

          Moreover, notwithstanding the foregoing, a Change in Control shall not be deemed to occur solely because any Person (the “Subject Person”) acquired Beneficial Ownership of more than the permitted amount of the outstanding Voting Securities as a result of the acquisition of Voting Securities by the Company which, by reducing the number of Voting Securities outstanding, increases the proportional number of shares Beneficially Owned by the

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Subject Person, provided that if a Change in Control would occur (but for the operation of this sentence) as a result of the acquisition of Voting Securities by the Company, and after such share acquisition by the Company, the Subject Person becomes the Beneficial Owner of any additional Voting Securities which increases the percentage of the then outstanding Voting Securities Beneficially Owned by the Subject Person, then a Change in Control shall occur.

          (e) Notwithstanding anything contained in this Agreement to the contrary, if the Executive’s employment is terminated by the Employer without Cause within one year prior to a Change in Control and the Executive reasonably demonstrates that such termination (1) was at the request of a Third Party (as defined in Section 2.4(b)) who effectuates a Change in Control or (2) otherwise occurred in connection with or in anticipation of, a Change in Control, then, for all purposes of this Agreement, the date of a Change in Control shall mean the date immediately prior to the date of such Executive’s termination of employment.

          2.3 “Disability” means a physical or mental infirmity that (notwithstanding accommodation) impairs the Executive’s ability to substantially perform his essential duties for a continuous period of one hundred eighty (180) days. Any question as to the existence of an Executive’s Disability upon which the Executive and the Company cannot agree will be determined by a qualified independent physician selected by the Executive and the Company. If the Company and the Executive cannot agree on a physician, the Chief of Staff of Thomas Jefferson Hospital in Philadelphia, Pennsylvania shall select a physician. The determination of such physician made in writing to the Company and to the Executive shall be final and conclusive for all purposes of this Agreement.

          2.4 (a) “Good Reason” means the occurrence after a Change in Control of any of the events or conditions described in subsections (1) through (7) hereof:

     (1) a change in the Executive’s position or responsibilities (including reporting responsibilities) which represents a material adverse change from his position or responsibilities as in effect immediately prior to such Change in Control; the assignment to the Executive of any duties or responsibilities which, in the Executive’s reasonable judgment, are inconsistent with his status, position or responsibilities; or any removal of the Executive from or failure to reappoint or reelect the Executive to any of such offices or positions, except in connection with the termination of his employment for Disability, Cause, death or by the Executive other than for Good Reason;

     (2) a reduction in the Executive’s base salary by a material amount or any failure to pay the Executive any compensation or benefits to which he is entitled within thirty (30) days of the date due;

     (3) the Employer’s requiring the Executive to be based at any place outside a 50-mile radius from his principal place of employment immediately prior to such Change in Control, except for reasonably required travel on the Employer’s business which is not greater than such travel requirements prior to the Change in Control;

     (4) the failure by the Employer or the Company to (A) continue in effect (without reduction in benefit level, and/or reward opportunities) any

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compensation or employee benefit plan in which the Executive was participating immediately prior to the Change in Control, unless a substitute or replacement plan has been implemented which provides substantially identical compensation or benefits to the Executive or (B) provide the Executive with compensation and benefits, in the aggregate, at least equal (in terms of benefit levels and/or reward opportunities) to those provided for under each other compensation or employee benefit plan, program and practice as in effect immediately prior to the Change in Control (or as in effect following the Change in Control, if greater);

     (5) any material breach by the Employer or Company of any provision of this Agreement;

     (6) any purported termination of the Executive’s employment for Cause by the Employer which does not comply with the terms of Section 2.1; or

     (7) the failure of the Company to obtain an agreement, satisfactory to the Executive, from any successor or assign of the Company to assume and agree to perform this Agreement, as contemplated in Section 6 hereof.

     (b) (1) A Good Reason termination shall not occur unless the Executive gives notice to the Company that an event or condition described in Sections 2.4(a) (1) through (7) has occurred within a time period not to exceed ninety (90) days from the date of first occurrence of one of these events or conditions, and the Company shall have at least thirty (30) days from the time of that notice in which to remedy the event or condition described in Sections 2.4(1) through (7).

     (2) Any event or condition described in Section 2.4(a)(1) through (7) which occurs prior to a Change in Control but which the Executive reasonably demonstrates (1) was at the request of a third party who has indicated an intention or taken steps reasonably calculated to effect a Change in Control (a “Third Party”), or (2) otherwise arose in connection with or in anticipation of a Change in Control, shall constitute Good Reason for purposes of this Agreement notwithstanding that it occurred prior to the Change in Control.

          (c) The Executive’s right to terminate his employment pursuant to this Section 2.4 shall not be affected by his incapacity due to physical or mental illness.

          3. Severance and Benefits.

          3.1 If, during the Term, the Executive’s employment with the Employer is terminated within twenty-four (24) months following a Change in Control, the Executive shall be entitled to the following compensation and benefits:

          (a) If the Executive’s employment with the Company is terminated (1) by the Employer for Cause or Disability, (2) by reason of the Executive’s death, or (3) by the Executive other than for Good Reason, the Employer shall pay the Executive all amounts earned or accrued through the Termination Date (as hereinafter defined) but not paid as of the Termination Date, including (i) base salary (at the rate then in effect), (ii) reimbursement for reasonable and

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necessary expenses incurred by the Executive on behalf of the Employer during the period ending on the Termination Date, and (iii) vacation pay (collectively, “Accrued Compensation”). In addition to the foregoing, if the Executive’s employment is terminated by the Employer for Disability or by reason of the Executive’s death, the Employer shall pay to the Executive or his beneficiaries an amount equal to the Pro Rata Bonus (as hereinafter defined). The “Pro Rata Bonus” is an amount equal to the Bonus Amount (as hereinafter defined) multiplied by a fraction the numerator of which is the number of days in such fiscal year through the Termination Date and the denominator of which is 365. The term “Bonus Amount” shall mean the greater of the (x) Executive’s target bonus under the Campbell Soup Company Annual Incentive Plan for the fiscal year in which the Termination Date occurs or (y) average of the annual bonuses paid or payable to the Executive during the two full fiscal years immediately prior to the Termination Date. Executive’s entitlement to any other compensation or benefits shall be determined in accordance with the Employer’s employee benefit plans and other applicable programs and practices then in effect.

          (b) If the Executive’s employment with the Employer is terminated (other than by reason of death), (1) by the Employer other than for Cause or Disability or (2) by the Executive for Good Reason, the Executive shall be entitled to the following benefits provided below:

     (i) The Employer shall pay the Executive all Accrued Compensation and a Pro-Rata Bonus (each as defined in Section 3.1(a)).

     (ii) The Company shall pay the Executive as severance pay and in lieu of any further compensation for periods subsequent to the Termination Date, a single sum cash payment (the “Severance Amount”) equal to the amount set forth in paragraph (a) on Schedule A.

     (iii) For a number of months equal to the lesser of (A) the number of months set forth in paragraph (b) on Schedule A or (B) the number of months remaining until the Executive’s 65th birthday (the “Continuation Period”), the Company shall at its expense continue to provide the Executive and his dependents and beneficiaries the life insurance and medical benefits in an amount equal to the greater of: (x) the greater of (1) such benefits provided to the Executive at any time during the 90-day period immediately prior to the Change in Control or (2) the benefits provided to the Executive at any time following the Change in Control or (y) the benefits provided to other similarly situated executives who continue in the employ of the Employer during the Continuation Period. The coverage and benefits (including deductibles and costs) provided in this Section 3.1(b)(iii) during the Continuation Period shall be no less favorable to the Executive and his dependents and beneficiaries, than the most favorable of such coverages and benefits provided during any of the periods referred to in clauses (x) and (y) above. The Company’s obligation hereunder with respect to the foregoing benefits shall be limited to the extent that the Executive obtains any such benefits pursuant to a subsequent employer’s benefit plans, in which case the Company may reduce the coverage of any benefits it is required to provide the Executive hereunder as long as the aggregate coverages and benefits of the combined benefit plans is no less favorable to the Executive than the coverages and benefits required to be provided hereunder. This subsection (iii) shall not be

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interpreted so as to limit any benefits to which the Executive, his dependents or beneficiaries may be entitled under any of the Employer’s employee benefit plans, programs or practices following the Executive’s termination of employment, including without limitation, life insurance benefits.

     (iv) The Company shall pay the Executive a single sum cash payment equal to the actuarial equivalent of the excess of (A) the Supplemental Retirement Benefit (as defined below) (determined as a straight life annuity commencing at age 65) determined as if (w) the Executive remained employed by the Employer and accumulated additional months of credited service as set forth in paragraph (c) on Schedule A (but in no event shall the Executive be deemed to have accumulated additional credited service after attaining age 65), (x) his annual compensation during such period had been equal to the sum of (A) the greater of (1) the Executive’s annual base salary in effect at any time during the 90-day period immediately prior to the Change in Control or (2) the Executive’s annual base salary in effect at any time following the Change in Control and (B) the Bonus Amount, (y) the Employer made employer contributions to each defined contribution plan in which the Executive was a participant at the Termination Date (in an amount equal to the amount of such contribution for the applicable plan year immediately preceding the Termination Date) and (z) the Executive had been fully (100%) vested in his benefit under each retirement plan in which the Executive was a participant, over (B) the lump sum actuarial equivalent of the aggregate retirement benefit the Executive has actually accrued under such retirement plans (determined as a straight life annuity commencing at age 65). For purposes of this subsection (iv), the “Supplemental Retirement Benefit” shall mean the lump sum actuarial equivalent of the aggregate retirement benefit the Executive would have been entitled to receive under the Employer’s supplemental and other retirement plans including, but not limited to, the Campbell Soup Company 401(k) Retirement Plan and the Campbell Soup Company Supplemental Retirement Plan. For purposes of this subsection (iv), the “actuarial equivalent” shall be determined in accordance with the actuarial assumptions used for the calculation of benefits under the Company Retirement and Pension Plan as applied prior to the Termination Date in accordance with such plan’s past practices.

     (v) In the event that the Executive has unvested outstanding incentive awards (including restricted stock and performance shares or units, stock options or stock appreciation rights, hereinafter collectively referred to as the “Incentive Awards”) pursuant to the terms of the Company’s long-term incentive plans or under any subsequent incentive plan or arrangement on his Termination Date, then (A) all such Incentive Awards shall vest and any restrictions thereon shall lapse as follows: (i) all such Incentive Awards (other than performance related awards) shall vest or become exercisable immediately and any restrictions thereon shall lapse and (ii) any performance related awards shall vest or become exercisable and any restrictions thereon shall lapse on a pro-rata portion of such awards based on the portion of the relevant performance period that has expired as of the Termination Date (but in no event shall such performance related award vest, become exercisable or restrictions lapse with respect to less than 50% of the

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total outstanding awards); provided, that such accelerated vesting shall apply first to those awards which have been outstanding the longest, and (B) the Executive shall have the right to require the Company to purchase, for cash, any shares of unrestricted stock or shares purchased upon exercise of any options, at a price equal to the fair market value of such shares on the date of purchase by the Company.

          (c) The amounts provided for in Sections 3.1(a) and 3.1(b)(i), (ii), (iv) and (v) (with respect to performance units) shall be paid within thirty (30) days after the Executive’s Termination Date.

          (d) The Executive shall not be required to mitigate the amount of any payment provided for in this Agreement by seeking other employment or otherwise and no such payment shall be offset or reduced by the amount of any compensation or benefits provided to the Executive in any subsequent employment except as provided in Section 3.1(b)(iii).

          3.2 The severance pay and benefits provided for in Sections 3.1(a) and 3.1(b)(i) and (ii) shall be in lieu of any other severance pay to which the Executive may be entitled under any Employer severance plan, program or arrangement (including, without limitation, the Company Group Change in Control Severance Protection Program).

          3.3 To the extent the Executive is entitled to receive severance pay and benefits provided for in Sections 3.1(a) and 3.1 (b)(i) (ii) (iii) and (iv), such severance pay and benefits shall be reduced by an amount equivalent to any severance pay and benefits or payments in lieu of required notice of termination that the Executive is also entitled to receive under any applicable federal, state or local law or regulation or under any award, claim or settlement or under any agreement, written or oral, with the Executive.

          4. Notice of Termination.Following a Change in Control, any purported termination of the Executive’s employment by the Employer or by the Executive shall be communicated by written Notice of Termination to the other party in accordance with Section 9. For purposes of this Agreement, a “Notice of Termination” shall mean a notice which indicates the specific termination provision in this Agreement relied upon and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive’s employment under the provision so indicated. For purposes of this Agreement, no such purported termination shall be effective without such Notice of Termination.

          5. Termination Date.For purposes of this Agreement, “Termination Date” means, in the case of the Executive’s death, his date of death, and in all other cases, the date specified in the Notice of Termination subject to the following:

          (a) If the Executive’s employment is terminated by the Employer for Cause or due to Disability, the date specified in the Notice of Termination shall be at least thirty (30) days from the date the Notice of Termination is given to the Executive or such longer period as required by any agreement with the Executive, provided that in the case of Disability the Executive shall not have returned to the full-time performance of his duties during such period of at least thirty (30) days; and

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          (b) If the Executive resigns for Good Reason, the date specified in the Notice of Termination shall not be more than sixty (60) days from the date the Notice of Termination is given to the Employer.

          (c) Notwithstanding any other provision in this Agreement to the contrary, the termination of the Executive’s employment in connection with the sale, divestiture or other disposition of a division, group or business unit of the Company (or part thereof) at which the Executive was employed at the time of such sale, divestiture or other disposition, shall not be deemed to be a termination of employment of the Executive for purposes of this Agreement, provided the Executive is offered employment by the purchaser or acquiror of such division, group or business unit of the Company and the Company obtains an agreement from such purchaser or acquiror as contemplated in Section 7(c) and provided, further, that the Executive shall not be entitled to any benefits from the Company under this Agreement as a result of such sale, divestiture, or other disposition, or as a result of any subsequent termination of employment. This Section 5 (c) will only apply in the event that (i) the Executive’s employment is terminated by the Employer without Cause or the Executive resigns for Good Reason on or after the occurrence of a Change in Control or (ii) the Executive’s employment is terminated by the Employer without Cause within one year prior to a Change in Control and the Executive reasonably demonstrates that such termination (y) was at the request of a Third Party who effectuates a Change in Control or (z) otherwise occurred in connection with, or in anticipation of, a Change in Control.

          6. Successors; Binding Agreement.

          (a) This Agreement shall be binding upon and shall inure to the benefit of the Company, its successors and assigns and the Company shall require any successor or assign to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession or assignment had taken place. In such event, the term “the Company” as used herein shall include such successors and assigns. The term “successors and assigns” as used herein shall mean a corporation or other entity acquiring all or substantially all the assets and business of the Company (including this Agreement) whether by operation of law or otherwise.

          (b) Neither this Agreement nor any right or interest hereunder shall be assignable or transferable by the Executive, his beneficiaries or legal representatives, except by will or by the laws of descent and distribution. This Agreement shall inure to the benefit of and be enforceable by the Executive’s legal personal representative.

          (c) In the event that one or more divisions, groups and business units of the Company (or parts thereof) that the Executive is primarily associated with (or part thereof) are sold, divested, or otherwise disposed of by the Company subsequent to a Change in Control, the Company shall require such purchaser or acquiror, as a condition precedent to such purchase or acquisition, to assume, and agree to perform the Company’s obligations under this Agreement, in the same manner, and to the same extent that the Company would be required to perform if no such acquisition or purchase had taken place. In such circumstances, the purchaser or acquiror shall be solely responsible for providing any payments or benefits payable under this Agreement to the Executive.

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          7. Fees and Expense.The Company shall pay all legal fees and related expenses (including the costs of experts, evidence and counsel) incurred by the Executive as they become due as a result of (a) the Executive’s termination of employment (including all such fees and expenses, if any, incurred in contesting or disputing any such termination of employment), (b) the Executive seeking to obtain or enforce any right or benefit provided by this Agreement or by any other plan or arrangement maintained by the Company under which the Executive is or may be entitled to receive benefits, or (c) the Executive’s hearing before the Board as contemplated in Section 2.1 of this Agreement; provided, however, that the circumstances set forth in clauses (a) and (b) (other than as a result of the Executive’s termination of employment under circumstances described in Section 2.2(e)) occurred on or after a Change in Control.

          8. Notice.For the purposes of this Agreement, notices and all other communications provided for in the Agreement (including the Notice of Termination) shall be in writing and shall be deemed to have been duly given when personally delivered or sent by certified mail, return receipt requested, postage prepaid, addressed to the respective addresses last given by each party to the other, provided that all notices to the Employer shall be copied to the Company and directed to the attention of the Board with a copy to the Secretary of the Company. All notices and communications shall be deemed to have been received on the date of delivery thereof or on the third business day after the mailing thereof, except that notice of change of address shall be effective only upon receipt.

          9. Non-exclusivity of Rights.Nothing in this Agreement shall prevent or limit the Executive’s continuing or future participation in any benefit, bonus, incentive or other plan or program provided by the Employer and the Company or any of its subsidiaries and for which the Executive may qualify, nor shall anything herein limit or reduce such rights as the Executive may have under any other agreements with the Employer and the Company or any of its subsidiaries; provided, however, to the extent that the Executive receives benefits under this Agreement, he will not be entitled to severance pay or benefits under any other severance plan, program, policy or arrangement of the Company and the Employer, including, without limitation, the Company’s Special Severance Protection Program. Amounts which are vested benefits or which the Executive is otherwise entitled to receive under any plan, program or arrangement of the Company or any of its subsidiaries shall be payable in accordance with such plan, program or arrangement except as expressly modified by this Agreement.

          10. Settlement of Claims.Subject to Section 3.3, the Company’s obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any circumstances, including, without limitation, any set-off, counterclaim, recoupment, defense or other right which the Company may have against the Executive or others.

          11. Miscellaneous.No provision of this Agreement may be modified, waived, amended or discharged unless such waiver, modification or discharge is agreed to in writing and signed by the Executive and the Company. No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. No agreement or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party which are not expressly set forth in this Agreement.

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          12. Employment Status.This Agreement does not constitute or create a contract of employment or impose on the Company any obligation to retain the Executive, or any obligation on the Executive to remain in the employment of the Company.

          13. Governing Law.This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New Jersey, without reference to the principles of conflicts of laws. Each party hereto consents to in personam jurisdiction and venue in the United States District Court of New Jersey. In the event that the United States District Court of New Jersey should lack subject matter jurisdiction, the parties consent to jurisdiction and venue in a court of competent jurisdiction in Camden County in the State of New Jersey.

          14. Withholding.The Company may withhold from all payments due to Executive (or his beneficiary or estate) under this Agreement all applicable federal, state, local and foreign income and employment taxes.

          15. Severability.The provisions of this Agreement shall be deemed severable and the invalidity or unenforceability of any provision shall not affect the validity or enforceability of the other provisions hereof. Whenever there is any conflict between any provisions of this Agreement and any applicable law, statute, governmental rule, ordinance or regulation, the latter shall prevail, but in such event the affected provisions of this Agreement shall be curtailed and restricted only to the extent necessary to bring them within the applicable legal requirements and the remainder of this Agreement shall not be affected.

          16. Counterparts.This Agreement may be executed in several counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument.

Page 11 of 13

          17. Headings.The headings contained in this Agreement are intended solely for convenience and shall not control or affect the meaning or construction of the provisions of this Agreement.

          18. Entire Agreement.This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and, in the event of a Change in Control, supersedes all prior agreements (including, without limitation, the Company’s Special Severance Protection Program), understandings and arrangements, whether oral or written, between the parties hereto with respect to such subject matter.

          IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by its duly authorized officer and the Executive has executed this Agreement as of the day and year first above written. This Agreement was entered into in the State of New Jersey, United States of America.

ATTEST:	Campbell Soup Company
	By:
		President and Chief Executive Officer
Corporate Secretary
	By:
		Executive

Page 12 of 13

Schedule A to Severance Protection Agreement

     (a) The Executive’s Severance Amount provided for in Section 3.1 (b) (ii) shall equal the severance pay multiple set forth below next to the Executive’s salary grade level at the Termination Date multiplied by the sum of (A) the greater of (1) the Executive’s annual base salary in effect at any time during the 90-day period immediately prior to the Change in Control or (2) the Executive’s annual base salary in effect at any time following the Change in Control and (B) the Bonus Amount.

Salary Grade Level at Termination Date	Severance Pay Multiple
42 — 44	1.5
46 — 48	2.0
50 and above	2.5

     (b) The Benefits Continuation Period provided for in Section 3.1 (b) (iii) shall be determined using the number of months set forth below next to the Executive’s salary grade level at the Termination Date.

Salary Grade Level at Termination Date	Benefits Continuation Period
42 — 44	18 months
46 — 48	24 months
50 and above	30 months

     (c) The additional service credit provided for in Section 3.1 (b) (iv) (w) shall be equal to the number of months set forth below next to the Executive’s salary grade level at the Termination Date.

Salary Grade Level at Termination Date	Additional Service Credit
42 — 44	18 months
46 — 48	24 months
50 and above	30 months

Page 13 of 13

EX-21

EXHIBIT 21

SUBSIDIARIES OF CAMPBELL

Name of Subsidiary and Name
Under Which It Does Business	Jurisdiction of Incorporation
1035 Line Company	Delaware
AB Australasia Pty Limited	Australia
Arnott’s Biscuit Company Singapore Pte. Ltd	Singapore
Arnotts Biscuits Holdings Pty Limited	Australia
Arnott’s Biscuits Limited	Australia
Arnotts Limited	Australia
Arnott’s New Zealand Limited	New Zealand
Arnott’s Sales Pty Limited	Australia
Arnott’s Foundation Pty. Limited	Australia
Aulsebrooks Limited	New Zealand
CAH Corporation	Delaware
Campbell Argentina S.A	Argentina
Campbell Australasia Pty Ltd	Australia
Campbell Belgium Holding N.V.	Belgium
Campbell Canada Holdings Ltd.	Canada
Campbell Canada Limited Partnership	Canada
Campbell Cheong Chan Malaysia Sdn Bhd	Malaysia
Campbell Company of Canada	Canada
Campbell EU Investment Company	Delaware
Campbell Finance B.V.	Netherlands
Campbell Finance Corp. LLC	Delaware
Campbell Finance 2 Corp.	Delaware
Campbell Foods Belgium n.v./s.a.	Belgium

Name of Subsidiary and Name
Under Which It Does Business	Jurisdiction of Incorporation
Campbell Foodservice Company	Pennsylvania
Campbell France Holding SAS	France
Campbell France SAS	France
Campbell France Sauces SAS	France
Campbell International Holdings Inc.	Delaware
Campbell Investment (Australia) Pty. Limited	Australia
Campbell Investment Company	Delaware
Campbell Investment Company of Canada	Canada
Campbell Japan Incorporated	Japan
Campbell Jin Bao Tang, Inc.	Delaware
Campbell MFG 1 Company	Delaware
Campbell Luxembourg S.a.r.l.	Luxembourg
Campbell Netherlands Holding B.V.	Netherlands
Campbell Sales Company	New Jersey
Campbell Soup Asia Limited	Hong Kong
Campbell Soup Dominicana, S.A.	Dominican Republic
Campbell Soup Finland Oy	Finland
Campbell Soup LLC	Russia
Campbell Soup Sweden AB	Sweden
Campbell Soup Supply Company L.L.C.	Delaware
Campbell Soup Trading (Shanghai) Company Limited	China
Campbell Southeast Asia Sdn Bhd	Malaysia
Campbell Swire (HK) Ltd	Hong Kong
Campbell Swire Equipment Leasing Ltd	Hong Kong
Campbell Swire (Xiamen) Co Ltd	China

Name of Subsidiary and Name
Under Which It Does Business	Jurisdiction of Incorporation
Campbell Urban Renewal Corporation	New Jersey
Campbell’s de Mexico S.A. de C. V.	Mexico
Campbell’s Foods (NZ) Ltd	New Zealand
Campbell’s Germany GmbH	Germany
Campbell’s LLC	Russia
Campbell’s Netherlands B.V.	Netherlands
Campbell’s U.K. Limited	United Kingdom
CANEB L.L.C.	Delaware
CanFin Holdings Inc.	Delaware
CanFin 2 Holdings LLC	Delaware
CASP Pty. Limited	Australia
CCHC Pty Ltd	Australia
CDM Servicios Comerciales y Administrativos, S.A. de C. V.	Mexico
CIRT Urban Renewal Corp.	New Jersey
Comercializadora Campbell de Guatemala, Limitada	Guatemala
Continental Foods S.A.	France
CRHC Pty. Ltd.	Australia
CSC Insights, Inc.	New Jersey
CSC Brands LP	Delaware
CSC Standards, Inc.	New Jersey
Dr. Heinrich Koenig & Co. GmbH	Germany
EDS Investments, LLC	New Jersey
EPL Properties Pty Limited	Australia
Eugen Lacroix Grundstuecksverwaltungsgesellschaft mbH	Germany
Eugen Lacroix GmbH	Germany

Name of Subsidiary and Name
Under Which It Does Business	Jurisdiction of Incorporation
Helios Malaysia Sdn Bhd	Malaysia
Immobiliaria Campbell’s de Mexico, S.A. de C.V.	Mexico
Jokisch Schnellgerichte GmbH	Germany
Joseph Campbell Company	New Jersey
Konservenfabrik Koenig & Hartung Nachf. Siersse Gmbh	Germany
Lacroix GmbH	Germany
Pepperidge Farm, Incorporated	Connecticut
Players Biscuits Pty. Ltd.	Australia
Players Group Limited	Australia
Plyfix Pty. Ltd.	Australia
PT Arnott’s Indonesia	Indonesia
Sinalopasta S.A. de C.V.	Mexico
Stockpot Inc.	Washington
Swire Linx Trading (Shenzhen) Co Ltd	China

The foregoing does not constitute a complete list of all subsidiaries of the registrant. The subsidiaries that have been omitted do not, if considered in the aggregate as a single subsidiary, constitute a “Significant Subsidiary” as defined by the SEC.

EX-23

EXHIBIT 23

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in the Registration Statement on Form S-3 (No. 333-155626) and Forms S-8 (Nos. 333-173583, 333-173582, 333-160381, 333-157850, 333-134675, 333-112319, 333-22803, 33-59797, and 33-56899) of Campbell Soup Company of our report dated September 28, 2011 relating to the financial statements, financial statement schedule and the effectiveness of internal control over financial reporting, which appears in this Form 10-K.

/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP
Philadelphia, Pennsylvania

September 28, 2011

EX-24

EXHIBIT 24

POWER OF ATTORNEY
ANNUAL REPORT ON FORM 10-K FOR FISCAL 2011

     KNOW ALL BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Ellen O. Kaden and Kathleen M. Gibson, each of them, until December 31, 2011, their true and lawful attorneys-in-fact and agents, with full power of substitution and revocation, for them and in their name, place and stead, in any and all capacities, to sign Campbell Soup Company’s Annual Report on Form 10-K to the Securities and Exchange Commission for the fiscal year ended July 31, 2011, and any amendments thereto, and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents may lawfully do or cause to be done by virtue hereof.

CAMPBELL SOUP COMPANY

Signature	Dated as of September 22, 2011
/s/ Edmund M. Carpenter	/s/ Denise M. Morrison
Edmund M. Carpenter	Denise M. Morrison
/s/ Paul R. Charron	/s/ William D. Perez
Paul R. Charron	William D. Perez
/s/ Bennett Dorrance	/s/ Charles R. Perrin
Bennett Dorrance	Charles R. Perrin
/s/ Harvey Golub	/s/ A Barry Rand
Harvey Golub	A. Barry Rand
/s/ Lawrence C. Karlson	/s/ Nick Shreiber
Lawrence C. Karlson	Nick Shreiber
/s/ Randall W. Larrimore	/s/ Archbold D. van Beuren
Randall W. Larrimore	Archbold D. van Beuren
/s/ Mary Alice D. Malone	/s/ Les C. Vinney
Mary Alice D. Malone	Les C. Vinney
/s/ Sara Mathew	/s/ Charlotte C. Weber
Sara Mathew	Charlotte C. Weber

EX-31.A

EXHIBIT 31(a)

CERTIFICATION PURSUANT
TO RULE 13a-14(a)

I, Denise M. Morrison, certify that:

1. I have reviewed this Annual Report on Form 10-K of Campbell Soup Company;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: September 28, 2011

By:  /s/  Denise M. Morrison

Name:     Denise M. Morrison

Title:  President and Chief Executive Officer

EX-31.B

EXHIBIT 31(b)

CERTIFICATION PURSUANT
TO RULE 13a-14(a)

I, B. Craig Owens, certify that:

1. I have reviewed this Annual Report on Form 10-K of Campbell Soup Company;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: September 28, 2011

By:  /s/  B. Craig Owens

Name:     B. Craig Owens

Title:  Senior Vice President — Chief Financial

Officer and Chief Administrative Officer

EX-32.A

EXHIBIT 32(a)

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350

In connection with the Annual Report of Campbell Soup Company (the “Company”) on Form 10-K for the fiscal year ended July 31, 2011 (the “Report”), I, Denise M. Morrison, President and Chief Executive Officer of the Company, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: September 28, 2011

By:  /s/  Denise M. Morrison

Name:     Denise M. Morrison

Title:  President and Chief Executive Officer

EX-32.B

EXHIBIT 32(b)

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350

In connection with the Annual Report of Campbell Soup Company (the “Company”) on Form 10-K for the fiscal year ended July 31, 2011 (the “Report”), I, B. Craig Owens, Senior Vice President — Chief Financial Officer and Chief Administrative Officer of the Company, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: September 28, 2011

By:  /s/  B. Craig Owens

Name:     B. Craig Owens

Title:  Senior Vice President —
Chief Financial Officer and
Chief Administrative Officer

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Supplemental Financial Statement Data (Schedule Of Balance Sheets - Other Liabilities) (Details) (USD $) In Millions	Jul. 31, 2011		Aug. 01, 2010
Supplemental Financial Statement Data
Pension benefits	$ 319		$ 500
Deferred compensation	144	[1]	149	[1]
Postretirement benefits	344		332
Fair value of derivatives	90		22
Unrecognized tax benefits	51		45
Other	35		31
Other liabilities	$ 983		$ 1,079

[1] The deferred compensation obligation represents unfunded plans maintained for the purpose of providing the company's directors and certain of its executives the opportunity to defer a portion of their compensation. All forms of compensation contributed to the deferred compensation plans are accounted for in accordance with the underlying program. Deferrals and company contributions are credited to an investment account in the participant's name, although no funds are actually contributed to the investment account and no investments are actually purchased. Six investment choices are available, including: (1) a book account that tracks the total return on company stock; (2) a book account that tracks the performance of the Vanguard Institutional Index; (3) a book account that tracks the performance of the Vanguard Extended Market Index; (4) a book account that tracks the performance of the Vanguard Total International Stock Fund; (5) a book account that tracks the performance of the Vanguard Total Bond Market Index; and (6) a book account that tracks the performance of Charles Schwab Stable Value Fund. Participants can reallocate investments daily and are entitled to the gains and losses on investment funds. The company recognizes an amount in the Consolidated Statements of Earnings for the market appreciation/depreciation of each fund.

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Pension And Postretirement Benefits (Schedule Of Pension Plan Weighted-Average Asset Allocations By Category) (Details)	12 Months Ended
	Jul. 31, 2011	Aug. 01, 2010
Pension And Postretirement Benefits
Equity securities, Strategic Target	51.00%
Debt securities, Strategic Target	35.00%
Real estate and other, Strategic Target	14.00%
Total, Strategic Target	100.00%
Equity securities	50.00%	49.00%
Debt securities	35.00%	34.00%
Real estate and other	15.00%	17.00%
Total	100.00%	100.00%

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Goodwill And Intangible Assets (Goodwill) (Details) (USD $) In Millions	12 Months Ended
	Jul. 31, 2011	Aug. 01, 2010
Beginning Balance	$ 1,919	$ 1,901
Foreign currency translation adjustment	214	18
Ending Balance	2,133	1,919
U.S. Simple Meals [Member]
Beginning Balance	322	322
Foreign currency translation adjustment
Ending Balance	322	322
U.S. Beverages [Member]
Beginning Balance	112	112
Foreign currency translation adjustment
Ending Balance	112	112
Global Baking And Snacking [Member]
Beginning Balance	754	700
Foreign currency translation adjustment	160	54
Ending Balance	914	754
International Simple Meals And Beverages [Member]
Beginning Balance	585	621
Foreign currency translation adjustment	54	(36)
Ending Balance	639	585
North America Foodservice [Member]
Beginning Balance	146	146
Foreign currency translation adjustment
Ending Balance	$ 146	$ 146

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Supplemental Financial Statement Data (Schedule Of Statements Of Cash Flows) (Details) (USD $) In Millions	12 Months Ended
	Jul. 31, 2011	Aug. 01, 2010	Aug. 02, 2009
Supplemental Financial Statement Data
Non-cash compensation/benefit related expense	$ 104	$ 90	$ 59
Other	4	9	(2)
Other non-cash charges to net earnings	108	99	57
Benefit related payments	(48)	(58)	(52)
Other	(7)	(12)	7
Other, total	(55)	(70)	(45)
Interest paid	142	118	120
Interest received	11	6	4
Income taxes paid	$ 304	$ 333	$ 144

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Consolidated Balance Sheets (USD $) In Millions	Jul. 31, 2011	Aug. 01, 2010
Current assets
Cash and cash equivalents	$ 484	$ 254
Accounts receivable	560	512
Inventories	767	724
Other current assets	152	197
Total current assets	1,963	1,687
Plant assets, net of depreciation	2,103	2,051
Goodwill	2,133	1,919
Other intangible assets, net of amortization	527	509
Other assets	136	110
Total assets	6,862	6,276
Current liabilities
Short-term borrowings	657	835
Payable to suppliers and others	585	545
Accrued liabilities	619	560
Dividend payable	95	95
Accrued income taxes	33	30
Total current liabilities	1,989	2,065
Long-term debt	2,427	1,945
Deferred taxes	367	258
Other liabilities	983	1,079
Total liabilities	5,766	5,347
Campbell Soup Company 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	331	341
Earnings retained in the business	9,185	8,760
Capital stock in treasury, at cost	(8,021)	(7,459)
Accumulated other comprehensive loss	(427)	(736)
Total Campbell Soup Company shareowners' equity	1,088	926
Noncontrolling interests	8	3
Total equity	1,096	929
Total liabilities and equity	$ 6,862	$ 6,276

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Consolidated Balance Sheets (Parenthetical) (USD $) In Millions, except Per Share data	Jul. 31, 2011	Aug. 01, 2010
Consolidated Balance Sheets
Preferred stock, shares authorized	40	40
Preferred stock, shares issued	0	0
Capital stock, par value	$ 0.0375	$ 0.0375
Capital stock, shares authorized	560	560
Capital stock, shares issued	542	542

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Noncontrolling Interests (Details) (Equity Method Investments [Member], USD $) In Millions, unless otherwise specified	30 Months Ended		1 Months Ended	3 Months Ended
	Jan. 30, 2011 Malaysia [Member]	Jul. 31, 2011 Malaysia [Member]	Jul. 31, 2011 China [Member]	May 01, 2011 China [Member]
Controlling interest in a company		70.00%	60.00%
Earnings attributable to the noncontrolling interest	less than $1
Joint venture partner contribution				$ 7
Joint venture cash contribution			1	9
Investment in joint venture			$ 2	$ 11

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Business And Geographic Segment Information (Schedule Of Segment Reporting - Net Sales) (Details) (USD $) In Millions	3 Months Ended								12 Months Ended
	Jul. 31, 2011	May 01, 2011	Jan. 30, 2011	Oct. 31, 2010	Aug. 01, 2010	May 02, 2010	Jan. 31, 2010	Nov. 01, 2009	Jul. 31, 2011	Aug. 01, 2010	Aug. 02, 2009
Net sales	$ 1,607	$ 1,813	$ 2,127	$ 2,172	$ 1,518	$ 1,802	$ 2,153	$ 2,203	$ 7,719	$ 7,676	$ 7,586
U.S. Simple Meals [Member]
Net sales									2,751	2,938	3,049
U.S. Beverages [Member]
Net sales									759	762	735
Global Baking And Snacking [Member]
Net sales									2,156	1,975	1,846
International Simple Meals And Beverages [Member]
Net sales									1,463	1,423	1,357
North America Foodservice [Member]
Net sales									$ 590	$ 578	$ 599

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Pension And Postretirement Benefits (Schedule Of Changes in Fair Value Of Level 3 Investments) (Details) (USD $) In Millions	12 Months Ended
	Jul. 31, 2011	Aug. 01, 2010
Fair value at beginning of year	$ 1,767	$ 1,415
Actual return on plan assets	266	222
Fair value at end of year	2,059	1,767
Level 3 [Member]
Fair value at beginning of year	50	68
Actual return on plan assets	6	(4)
Purchases		1
Sales	(11)	(4)
Settlements	(6)
Transfers out of Level 3		(11)
Fair value at end of year	39	50
Level 3 [Member] | Real Estate [Member]
Fair value at beginning of year	18	32
Actual return on plan assets	4	(2)
Purchases
Sales	(3)	(1)
Settlements
Transfers out of Level 3		(11)
Fair value at end of year	19	18
Level 3 [Member] | Limited Partnerships [Member]
Fair value at beginning of year	24	31
Actual return on plan assets	4	(4)
Purchases
Sales	(8)	(3)
Settlements
Transfers out of Level 3
Fair value at end of year	20	24
Level 3 [Member] | Guaranteed Insurance Contracts [Member]
Fair value at beginning of year	8	5
Actual return on plan assets	(2)	2
Purchases		1
Sales
Settlements	(6)
Transfers out of Level 3
Fair value at end of year		8
Real Estate [Member]
Fair value at end of year	70	60
Limited Partnerships [Member]
Fair value at end of year	20	24
Guaranteed Insurance Contracts [Member]
Fair value at end of year		$ 8

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Taxes On Earnings (Schedule Of Deferred Tax Liabilities And Assets) (Details) (USD $) In Millions	Jul. 31, 2011	Aug. 01, 2010
Taxes On Earnings
Depreciation	$ 253	$ 221
Amortization	474	449
Other	14	13
Deferred tax liabilities	741	683
Benefits and compensation	307	319
Pension benefits	93	134
Tax loss carryforwards	84	67
Capital loss carryforwards	122	101
Other	83	76
Gross deferred tax assets	689	697
Deferred tax asset valuation allowance	(156)	(123)
Net deferred tax assets	533	574
Net deferred tax liability	$ 208	$ 109

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Shareowners' Equity

12 Months Ended

Jul. 31, 2011

Shareowners' Equity

Shareowners' Equity

16.  Shareowners' Equity

The company has authorized 560 million shares of Capital stock with $.0375 par value and 40 million shares of Preferred stock, issuable in one or more classes, with or without par as may be authorized by the Board of Directors. No Preferred stock has been issued.

Share Repurchase Programs

In June 2008, the company's Board of Directors authorized the purchase of up to $1,200 of company stock through fiscal 2011. This program began in fiscal 2009 and was completed in fiscal 2011. In June 2011, the Board authorized the purchase of up to $1,000 of company stock. This program has no expiration date. In addition to these publicly announced programs, the company repurchases shares to offset the impact of dilution from shares issued under the company's stock compensation plans.

In 2011, the company repurchased 21 million shares at a cost of $728. Of the 2011 repurchases, approximately 16 million shares at a cost of $550 were made pursuant to the company's June 2008 publicly announced share repurchase program, which was completed in the fourth quarter of fiscal 2011.

In 2010, the company repurchased 14 million shares at a cost of $472. Of the 2010 repurchases, approximately 7 million shares at a cost of $250 were made pursuant to the company's June 2008 publicly announced share repurchase program.

In 2009, the company repurchased 17 million shares at a cost of $527. Of the 2009 repurchases, approximately 13 million shares at a cost of $400 were made pursuant to the company's June 2008 publicly announced share repurchase program.

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Pension And Postretirement Benefits (Schedule Of Assumed Health Care Cost Trend Rates) (Details)	12 Months Ended
	Jul. 31, 2011	Aug. 01, 2010
Pension And Postretirement Benefits
Health care cost trend rate assumed for next year	8.25%	8.25%
Rate to which the cost trend rate is assumed to decline (ultimate trend rate)	4.50%	4.50%
Year that the rate reaches the ultimate trend rate	2019	2018

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Supplemental Financial Statement Data (Schedule Of Balance Sheets - Accounts Receivable) (Details) (USD $) In Millions	Jul. 31, 2011	Aug. 01, 2010
Supplemental Financial Statement Data
Customer accounts receivable	$ 530	$ 483
Allowances	(11)	(17)
Subtotal	519	466
Other	41	46
Accounts receivable	$ 560	$ 512

XML



Document And Entity Information (USD $)	12 Months Ended
	Jul. 31, 2011	Sep. 15, 2011	Jan. 28, 2011
Document And Entity Information
Document Type	10-K
Amendment Flag	false
Document Period End Date	Jul. 31, 2011
Document Fiscal Year Focus	2011
Document Fiscal Period Focus	FY
Entity Registrant Name	CAMPBELL SOUP CO
Entity Central Index Key	0000016732
Current Fiscal Year End Date	--07-31
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding		320,209,348
Entity Well-known Seasoned Issuer	Yes
Entity Voluntary Filers	No
Entity Public Float			$ 6,343,490,643
Entity Current Reporting Status	Yes

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Comprehensive Income (Details) (USD $) In Millions	12 Months Ended
	Jul. 31, 2011		Aug. 01, 2010		Aug. 02, 2009
Comprehensive Income
Total comprehensive income	$ 1,111		$ 826		$ 154
Foreign currency translation adjustments, net of tax	396	[1]	132	[1]
Cash-flow hedges, net of tax	(20)	[2]	(18)	[2]
Net actuarial loss	(809)	[3]	(856)	[3]
Prior service credit	6	[3]	6	[3]
Total Accumulated other comprehensive loss	(427)		(736)
Foreign currency translation tax expense	(4)		1
Cash flow hedges tax benefit	11		10
Unamortized pension and postretirement, tax benefit	$ 459		$ 489

[1] Includes a tax expense of $4 in 2011 and a tax benefit of $1 in 2010. The amount related to noncontrolling interests was not material.

[2] Includes a tax benefit of $11 in 2011 and $10 in 2010.

[3] Includes a tax benefit of $459 in 2011 and $489 in 2010.

XML



Supplemental Financial Statement Data

12 Months Ended

Jul. 31, 2011

Supplemental Financial Statement Data

Supplemental Financial Statement Data

19.  Supplemental Financial Statement Data

Balance Sheets

	2011	2010
Accounts receivable
Customer accounts receivable	$        530	$        483
Allowances	(11)	(17)
Subtotal	519	466
Other	41	46
	$        560	$        512
Inventories
Raw materials, containers, and supplies	$        261	$        261
Finished products	506	463
	$        767	$        724
Other current assets
Deferred taxes	$        112	$        128
Fair value of derivatives	1	16
Other	39	53
	$        152	$        197
Plant assets
Land	$          64	$          61
Buildings	1,224	1,182
Machinery and equipment	3,896	3,651
Projects in progress	179	149
Total cost	5,363	5,043
Accumulated depreciation(1)	(3,260)	(2,992)
	$    2,103	$    2,051
Other assets
Fair value of derivatives	$        20		$        34
Deferred taxes	47		21
Other	69		55
	$      136		$      110
Accrued liabilities
Accrued compensation and benefits	$      231		$      229
Fair value of derivatives	37		2
Accrued trade and consumer promotion programs	132		129
Accrued interest	32		47
Restructuring	39		1
Other	148		152
	$      619		$      560
	2011		2010
Other liabilities
Pension benefits	$      319		$      500
Deferred compensation(2)	144		149
Postretirement benefits	344		332
Fair value of derivatives	90		22
Unrecognized tax benefits	51		45
Other	35		31
	$      983		$   1,079

____________

(1)

Depreciation expense was $265 in 2011, $251 in 2010, and $264 in 2009. Buildings are depreciated over periods ranging from 7 to 45 years. Machinery and equipment are depreciated over periods generally ranging from 2 to 20 years.

(2)

The deferred compensation obligation represents unfunded plans maintained for the purpose of providing the company's directors and certain of its executives the opportunity to defer a portion of their compensation. All forms of compensation contributed to the deferred compensation plans are accounted for in accordance with the underlying program. Deferrals and company contributions are credited to an investment account in the participant's name, although no funds are actually contributed to the investment account and no investments are actually purchased. Six investment choices are available, including: (1) a book account that tracks the total return on company stock; (2) a book account that tracks the performance of the Vanguard Institutional Index; (3) a book account that tracks the performance of the Vanguard Extended Market Index; (4) a book account that tracks the performance of the Vanguard Total International Stock Fund; (5) a book account that tracks the performance of the Vanguard Total Bond Market Index; and (6) a book account that tracks the performance of Charles Schwab Stable Value Fund. Participants can reallocate investments daily and are entitled to the gains and losses on investment funds. The company recognizes an amount in the Consolidated Statements of Earnings for the market appreciation/depreciation of each fund.

Statements of Earnings

	2011	2010	2009
Other Expenses/(Income)
Foreign exchange (gains)/losses	$       5	$       1	$      (7)
Amortization/impairment of intangible and other assets(1)	3	—	67
Other	5	3	1
	$     13	$       4	$     61
Interest expense
Interest expense	$  123	$  116	$  114
Less: Interest capitalized	1	4	4
	$  122	$  112	$  110

____________

(1) In 2011, a $3 impairment charge was recognized related to a trademark. In 2009, a $67 impairment charge was recognized on certain trademarks. See also Note 5.

Statements of Cash Flows

Cash Flows From Operating Activities	2011	2010	2009
Other non-cash charges to net earnings
Non-cash compensation/benefit related expense	$  104	$     90	$     59
Other	4	9	(2)
	$  108	$     99	$     57
Other
Benefit related payments	$   (48)	$   (58)	$   (52)
Other	(7)	(12)	7
	$   (55)	$   (70)	$   (45)
Other Cash Flow Information
Interest paid	$  142	$  118	$  120
Interest received	$     11	$       6	$       4
Income taxes paid	$  304	$  333	$  144

XML



Divestitures (Details) (USD $) In Millions	12 Months Ended			3 Months Ended		3 Months Ended		0 Months Ended	3 Months Ended	12 Months Ended
	Jul. 31, 2011	Aug. 01, 2010	Aug. 02, 2009	Nov. 02, 2008 Lesieur Brand [Member]	Aug. 03, 2008 Lesieur Brand [Member]	Feb. 01, 2009 Lesieur Brand [Member] Post Closing Adjustments [Member]	Aug. 03, 2008 Post Closing Adjustments [Member] Godiva Chocolatier [Member]	Mar. 18, 2008 Godiva Chocolatier [Member]	Apr. 27, 2008 Godiva Chocolatier [Member]	Aug. 02, 2009 Godiva Chocolatier [Member]
Proceeds from divestiture of business				$ 36		$ 6	$ 20		$ 850
Proceeds used to purchase company stock	728	472	527					600
Adjustment to tax liability										4
Pre-tax impairment charge					$ 2

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Supplemental Financial Statement Data (Schedule Of Balance Sheets - Plant Assets) (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Jul. 31, 2011		Aug. 01, 2010		Aug. 02, 2009
Land	$ 64		$ 61
Buildings	1,224		1,182
Machinery and equipment	3,896		3,651
Projects in progress	179		149
Total cost	5,363		5,043
Accumulated depreciation	(3,260)	[1]	(2,992)	[1]
Plant assets	2,103		2,051		1,977
Depreciation expense	$ 265		$ 251		$ 264
Buildings [Member]
Property, plant and equipment minimum useful life	7
Property, plant and equipment maximum useful life	45
Machinery And Equipment [Member]
Property, plant and equipment minimum useful life	2
Property, plant and equipment maximum useful life	20

[1] Depreciation expense was $265 in 2011, $251 in 2010, and $264 in 2009. Buildings are depreciated over periods ranging from 7 to 45 years. Machinery and equipment are depreciated over periods generally ranging from 2 to 20 years.

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Pension And Postretirement Benefits (Schedule Of Pension Plans With Accumulated Benefit Obligations In Excess Of Plan Assets) (Details) (USD $) In Millions	Jul. 31, 2011	Aug. 01, 2010
Pension And Postretirement Benefits
Projected benefit obligation	$ 2,194	$ 2,261
Accumulated benefit obligation	2,131	2,140
Fair value of plan assets	$ 1,891	$ 1,757

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Goodwill And Intangible Assets

12 Months Ended

Jul. 31, 2011

Goodwill And Intangible Assets

Goodwill And Intangible Assets

5.  Goodwill and Intangible Assets

The following table shows the changes in the carrying amount of goodwill by business segment:

	U.S.       Simple        Meals	U.S.     Beverages	Global Baking and   Snacking	International Simple Meals and Beverages	North      America   Foodservice	Total
Balance at August 2, 2009	$  322	$  112	$   700	$  621	$   146	$   1,901
Foreign currency translation adjustment	—	—	54	(36)	—	18
Balance at August 1, 2010	$  322	$  112	$   754	$  585	$   146	$   1,919
Foreign currency translation adjustment	—	—	160	54	—	214
Balance at July 31, 2011	$ 322	$ 112	$ 914	$ 639	$ 146	$   2,133

The following table sets forth balance sheet information for intangible assets, excluding goodwill, subject to amortization and intangible assets not subject to amortization:

	2011	2010
Intangible Assets:
Non-amortizable intangible assets	$  515	$  496
Amortizable intangible assets	21	21
	536	517
Accumulated amortization	(9)	(8)
Total net intangible assets	$  527	$  509

Non-amortizable intangible assets consist of trademarks, which mainly include Pace, Royco, Liebig, Blå Band and Touch of Taste. Amortizable intangible assets consist substantially of process technology and customer intangibles.

Amortization was less than $1 in 2011, 2010, and 2009. The estimated aggregated amortization expense for each of the five succeeding fiscal years is less than $1 per year. Asset useful lives range from ten to twenty years.

In 2011, as part of the company's annual review of intangible assets, an impairment charge of $3 was recognized related to the Heisse Tasse trademark used in the International Simple Meals and Beverages segment. The trademark was determined to be impaired as a result of a decrease in the fair value of the brand, resulting from reduced expectations for future sales and discounted cash flows. The impairment charge was recorded in Other expenses/(income) in the Consolidated Statements of Earnings. As of July 2011, certain European trademarks have a carrying value of approximately $100, which approximates fair value. Fair value is determined based on discounted cash flow analyses that include significant management assumptions such as revenue growth rates, weighted average cost of capital, and assumed royalty rates. Actual cash flows could differ from management's estimates due to changes in business performance, operating performance, and economic conditions. Holding all other assumptions constant, a 100-basis-point increase in the weighted average cost of capital would reduce fair value of all trademarks and result in impairment charges of approximately $21.

In 2009, as part of the company's annual review of intangible assets, an impairment charge of $67 was recognized related to certain European trademarks used in the International Simple Meals and Beverages segment, including Heisse Tasse, Blå Band and Royco. The trademarks were determined to be impaired as a result of a decrease in the fair value of the brands, resulting from reduced expectations for discounted cash flows. The reduction was due in part to a deterioration in market conditions and an increase in the weighted average cost of capital. The impairment charge was recorded in Other expenses/(income) in the Consolidated Statements of Earnings.

In May 2009, the company acquired Ecce Panis, Inc. Intangible assets from the acquisition totaled $16. See Note 8 for additional information.

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Quarterly Data

12 Months Ended

Jul. 31, 2011

Quarterly Data

Quarterly Data

20.  Quarterly Data (unaudited)

	2011
	First	Second	Third	Fourth
Net sales	$   2,172	$  2,127	$  1,813	$  1,607
Gross profit	894	838	732	639
Net earnings attributable to Campbell Soup Company(1)	279	239	187	100
Per share — basic
Net earnings attributable to Campbell Soup Company	0.82	0.72	0.58	0.31
Dividends	0.275	0.29	0.29	0.29
Per share — assuming dilution
Net earnings attributable to Campbell Soup Company(1)	0.82	0.71	0.57	0.31
Market price
High	$  37.59	$  36.99	$  35.00	$  35.66
Low	$  35.32	$  33.44	$  32.66	$  32.80

	2010
	First	Second	Third	Fourth
Net sales	$  2,203	$   2,153	$   1,802	$   1,518
Gross profit	923	871	743	613
Net earnings attributable to Campbell Soup Company(2)	304	259	168	113
Per share — basic
Net earnings attributable to Campbell Soup Company	0.87	0.74	0.49	0.33
Dividends	0.25	0.275	0.275	0.275
Per share — assuming dilution
Net earnings attributable to Campbell Soup Company (2)	0.87	0.74	0.49	0.33
Market price
High	$  33.98	$  35.80	$  36.25	$  37.50
Low	$  29.81	$  30.96	$  32.18	$  34.18

____________

(1)

Includes a $41 ($.12 per diluted share) restructuring charge in the fourth quarter related to the 2011 initiatives to improve supply chain efficiency, reduce overhead costs, and exit the Russian market.  See also Note 7.

(2)

Includes an $8 ($.02 per diluted share) restructuring charge in the third quarter for pension benefit costs related to the 2008 initiatives to improve operational efficiency and long-term profitability. See also Note 7. A $10 ($.03 per diluted share) deferred tax expense to reduce deferred tax assets as a result of the U.S. health care legislation enacted in March 2010 was recorded in the third quarter.  See also Note 12.

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Supplemental Financial Statement Data (Tables)

12 Months Ended

Jul. 31, 2011

Supplemental Financial Statement Data

Schedule Of Balance Sheets

	2011	2010
Accounts receivable
Customer accounts receivable	$        530	$        483
Allowances	(11)	(17)
Subtotal	519	466
Other	41	46
	$        560	$        512
Inventories
Raw materials, containers, and supplies	$        261	$        261
Finished products	506	463
	$        767	$        724
Other current assets
Deferred taxes	$        112	$        128
Fair value of derivatives	1	16
Other	39	53
	$        152	$        197
Plant assets
Land	$          64	$          61
Buildings	1,224	1,182
Machinery and equipment	3,896	3,651
Projects in progress	179	149
Total cost	5,363	5,043
Accumulated depreciation(1)	(3,260)	(2,992)
	$    2,103	$    2,051
Other assets
Fair value of derivatives	$        20		$        34
Deferred taxes	47		21
Other	69		55
	$      136		$      110
Accrued liabilities
Accrued compensation and benefits	$      231		$      229
Fair value of derivatives	37		2
Accrued trade and consumer promotion programs	132		129
Accrued interest	32		47
Restructuring	39		1
Other	148		152
	$      619		$      560

	2011	2010
Other liabilities
Pension benefits	$      319	$      500
Deferred compensation(2)	144	149
Postretirement benefits	344	332
Fair value of derivatives	90	22
Unrecognized tax benefits	51	45
Other	35	31
	$      983	$   1,079

____________

(1)

Depreciation expense was $265 in 2011, $251 in 2010, and $264 in 2009. Buildings are depreciated over periods ranging from 7 to 45 years. Machinery and equipment are depreciated over periods generally ranging from 2 to 20 years.

(2)

The deferred compensation obligation represents unfunded plans maintained for the purpose of providing the company's directors and certain of its executives the opportunity to defer a portion of their compensation. All forms of compensation contributed to the deferred compensation plans are accounted for in accordance with the underlying program. Deferrals and company contributions are credited to an investment account in the participant's name, although no funds are actually contributed to the investment account and no investments are actually purchased. Six investment choices are available, including: (1) a book account that tracks the total return on company stock; (2) a book account that tracks the performance of the Vanguard Institutional Index; (3) a book account that tracks the performance of the Vanguard Extended Market Index; (4) a book account that tracks the performance of the Vanguard Total International Stock Fund; (5) a book account that tracks the performance of the Vanguard Total Bond Market Index; and (6) a book account that tracks the performance of Charles Schwab Stable Value Fund. Participants can reallocate investments daily and are entitled to the gains and losses on investment funds. The company recognizes an amount in the Consolidated Statements of Earnings for the market appreciation/depreciation of each fund.

Schedule Of Statements Of Earnings

	2011	2010	2009
Other Expenses/(Income)
Foreign exchange (gains)/losses	$       5	$       1	$      (7)
Amortization/impairment of intangible and other assets(1)	3	—	67
Other	5	3	1
	$     13	$       4	$     61
Interest expense
Interest expense	$  123	$  116	$  114
Less: Interest capitalized	1	4	4
	$  122	$  112	$  110

____________

(1) In 2011, a $3 impairment charge was recognized related to a trademark. In 2009, a $67 impairment charge was recognized on certain trademarks. See also Note 5.

Schedule Of Statements Of Cash Flows

Cash Flows From Operating Activities	2011	2010	2009
Other non-cash charges to net earnings
Non-cash compensation/benefit related expense	$  104	$     90	$     59
Other	4	9	(2)
	$  108	$     99	$     57
Other
Benefit related payments	$   (48)	$   (58)	$   (52)
Other	(7)	(12)	7
	$   (55)	$   (70)	$   (45)
Other Cash Flow Information
Interest paid	$  142	$  118	$  120
Interest received	$     11	$       6	$       4
Income taxes paid	$  304	$  333	$  144

XML



Quarterly Data (Details) (USD $) In Millions, except Per Share data	3 Months Ended																12 Months Ended
	Jul. 31, 2011		May 01, 2011		Jan. 30, 2011		Oct. 31, 2010		Aug. 01, 2010		May 02, 2010		Jan. 31, 2010		Nov. 01, 2009		Jul. 31, 2011		Aug. 01, 2010		Aug. 02, 2009
Net sales	$ 1,607		$ 1,813		$ 2,127		$ 2,172		$ 1,518		$ 1,802		$ 2,153		$ 2,203		$ 7,719		$ 7,676		$ 7,586
Gross profit	639		732		838		894		613		743		871		923
Net earnings attributable to Campbell Soup Company	100	[1]	187	[1]	239	[1]	279	[1]	113	[2]	168	[2]	259	[2]	304	[2]	805		844		736
Net earnings attributable to Campbell Soup Company - basic	$ 0.31		$ 0.58		$ 0.72		$ 0.82		$ 0.33		$ 0.49		$ 0.74		$ 0.87		$ 2.44	[3]	$ 2.44	[3]	$ 2.06	[3]
Dividends	$ 0.29		$ 0.29		$ 0.29		$ 0.275		$ 0.275		$ 0.275		$ 0.275		$ 0.25		$ 1.145		$ 1.075		$ 1
Net earnings attributable to Campbell Soup Company - assuming dilution	$ 0.31	[1]	$ 0.57	[1]	$ 0.71	[1]	$ 0.82	[1]	$ 0.33	[2]	$ 0.49	[2]	$ 0.74	[2]	$ 0.87	[2]	$ 2.42	[3]	$ 2.42	[3]	$ 2.05	[3]
Market price per share, High	$ 35.66		$ 35.00		$ 36.99		$ 37.59		$ 37.50		$ 36.25		$ 35.80		$ 33.98
Market price per share, Low	$ 32.80		$ 32.66		$ 33.44		$ 35.32		$ 34.18		$ 32.18		$ 30.96		$ 29.81
2011 Initiatives [Member]
Restructuring charges, after tax	41																41
Restructuring charges, per diluted share	$ 0.12																$ 0.12
2008 Initiatives [Member]
Restructuring charges, after tax											8								8		15
Restructuring charges, per diluted share											$ 0.02								$ 0.02		$ 0.04
U.S. Health Care Legislation [Member]
Deferred tax expense											$ 10
Deferred tax expense, per diluted share											$ 0.03

[1] Includes a $41 ($.12 per diluted share) restructuring charge in the fourth quarter related to the 2011 initiatives to improve supply chain efficiency, reduce overhead costs, and exit the Russian market. See also Note 7.

[2] Includes an $8 ($.02 per diluted share) restructuring charge in the third quarter for pension benefit costs related to the 2008 initiatives to improve operational efficiency and long-term profitability. See also Note 7. A $10 ($.03 per diluted share) deferred tax expense to reduce deferred tax assets as a result of the U.S. health care legislation enacted in March 2010 was recorded in the third quarter. See also Note 12.

[3] The sum of the individual per share amounts does not equal due to rounding.

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Short-Term Borrowings And Long-Term Debt (Tables)

12 Months Ended

Jul. 31, 2011

Short-Term Borrowings And Long-Term Debt

Schedule Of Short-Term Borrowings

	2011	2010
Commercial paper	$  563	$    96
Current portion of long-term debt	—	700
Variable-rate bank borrowings	92	34
Fixed-rate borrowings	1	1
Capital leases	1	1
Other (1)	—	3
	$  657	$  835

____________

(1) Other includes unamortized net premium/discount on debt issuances and unamortized gain on a terminated interest rate swap.

Schedule Of Long-Term Debt

Type	Fiscal Year of Maturity	Rate	2011	2010
Notes	2011	6.75%	$        —	$      700
Notes	2013	5.00%	400	400
Notes	2014	4.88%	300	300
Notes	2015	3.38%	300	300
Notes	2017	3.05%	400	400
Notes	2019	4.50%	300	300
Notes	2021	4.25%	500	—
Debentures	2021	8.88%	200	200
Fixed-rate borrowings			—	1
Capital leases			—	1
Other(1)			27	43
Total			2,427	2,645
Less current portion			—	700
Total long-term debt			$  2,427	$  1,945

____________

(1) Other includes unamortized net premium/discount on debt issuances and amounts related to interest rate swaps designated as fair-value hedges. For additional information on fair-value interest rate swaps, see Note 14.

(1) Other includes unamortized net premium/discount on debt issuances and amounts related to interest rate swaps designated as fair-value hedges. For additional information on fair-value interest rate swaps, see Note 14.

XML



Financial Instruments (Narrative) (Details) (USD $)	0 Months Ended	12 Months Ended								12 Months Ended		12 Months Ended		12 Months Ended
	Nov. 02, 2008	Jul. 31, 2011	Aug. 01, 2010	Aug. 03, 2008	Jul. 31, 2011 3.05% Notes [Member]	Aug. 01, 2010 3.05% Notes [Member]	Jul. 31, 2011 4.50% Notes [Member]	Aug. 01, 2010 4.50% Notes [Member]	Jan. 31, 2009 4.50% Notes [Member]	Jul. 31, 2011 Foreign Exchange Contracts [Member]	Aug. 01, 2010 Foreign Exchange Contracts [Member]	Jul. 31, 2011 Equity Contracts [Member]	Aug. 01, 2010 Equity Contracts [Member]	Jul. 31, 2011 Commodity Derivative Contracts [Member]	Aug. 01, 2010 Commodity Derivative Contracts [Member]	Jul. 31, 2011 Interest Rate Swap [Member]	Aug. 01, 2010 Interest Rate Swap [Member]
Contracts mature within, months										18
Notional amount, foreign currency hedges										$ 287,000,000	$ 261,000,000
Notional amount of interest rate cash flow hedge			200,000,000	200,000,000
Face amount					400,000,000	400,000,000	300,000,000	300,000,000	300,000,000
Stated interest rate					3.05%	3.05%	4.50%	4.50%	4.50%
Loss on settlement of cash flow hedge	13,000,000		14,000,000
Notional amount, foreign currency hedges not designated										861,000,000	757,000,000
Notional amount, fair value interest rate swaps																500,000,000	500,000,000
Notional amount, commodity contracts														6,000,000	7,000,000
Notional amount, commodity contracts not designated														81,000,000	43,000,000
Contracts mature within, months												12		12
Notional amount, deferred compensation derivative contracts, not designated												71,000,000	75,000,000
Loss expected to be reclassified from other comprehensive income into earnings within the next 12 months		$ 11,000,000
Cash flow hedge ineffectiveness is immaterial		The ineffective portion and amount excluded from effectiveness testing were not material.

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Commitments And Contingencies

12 Months Ended

Jul. 31, 2011

Commitments And Contingencies

Commitments And Contingencies

18.  Commitments and Contingencies

The company is a party to legal proceedings and claims arising out of the normal course of business.

Management assesses the probability of loss for all legal proceedings and claims and has recognized liabilities for such contingencies, as appropriate. Although the results of these matters cannot be predicted with certainty, in management's opinion, the final outcome of legal proceedings and claims will not have a material adverse effect on the consolidated results of operations or financial condition of the company.

The company has certain operating lease commitments, primarily related to warehouse and office facilities, retail store space and certain equipment. Rent expense under operating lease commitments was $50 in 2011, $48 in 2010, and $47 in 2009. Future minimum annual rental payments under these operating leases are as follows:

2012	2013	2014	2015	2016	Thereafter
$  45	$  34	$  29	$  24	$  22	$  52

The company guarantees approximately 2,000 bank loans made to Pepperidge Farm independent sales distributors by third party financial institutions for the purchase of distribution routes. The maximum potential amount of future payments the company could be required to make under the guarantees is $162. The company's guarantees are indirectly secured by the distribution routes. The company does not believe it is probable that it will be required to make guarantee payments as a result of defaults on the bank loans guaranteed. The amounts recognized as of July 31, 2011 and August 1, 2010 were not material.

In connection with the sale of certain Australian salty snack food brands and assets, the company agreed to provide a loan facility to the buyer of AUD $10, or approximately USD $10. The facility was drawn down in AUD $5 increments in 2009. Borrowings under the facility are to be repaid in 2013.

The company has provided certain standard indemnifications in connection with divestitures, contracts and other transactions. Certain indemnifications have finite expiration dates. Liabilities recognized based on known exposures related to such matters were not material at July 31, 2011.

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Stock-Based Compensation (Time-Lapse Restricted And EPS Performance Restricted Units And T.S.R Performance Restricted Stock Units) (Details) (USD $)	12 Months Ended
	Jul. 31, 2011	Aug. 01, 2010	Aug. 02, 2009
Time Lapse and E.P.S Performance Restricted Stock Units [Member]
Nonvested at August 1, 2010, Shares/Units	2,395,000
Granted, Shares/Units	1,585,000
Vested, Shares/Units	(1,113,000)
Forfeited, Shares/Units	(157,000)
Nonvested at July 31, 2011, Shares/Units	2,710,000	2,395,000
Nonvested at August 1, 2010, Weighted-Average Grant-Date Fair Value	$ 35.05
Granted, Weighted-Average Grant-Date Fair Value	$ 35.64	$ 32.25	$ 39.50
Vested, Weighted-Average Grant-Date Fair Value	$ 35.74
Forfeited, Weighted-Average Grant-Date Fair Value	$ 35.11
Nonvested at July 31, 2011, Weighted-Average Grant-Date Fair Value	$ 35.11	$ 35.05
T.S.R. Performance Restricted Stock Units [Member]
Nonvested at August 1, 2010, Shares/Units	3,581,000
Granted, Shares/Units	1,255,000
Vested, Shares/Units	(1,062,000)
Forfeited, Shares/Units	(343,000)
Nonvested at July 31, 2011, Shares/Units	3,431,000	3,581,000
Nonvested at August 1, 2010, Weighted-Average Grant-Date Fair Value	$ 38.02
Granted, Weighted-Average Grant-Date Fair Value	$ 43.18	$ 33.84	$ 47.20
Vested, Weighted-Average Grant-Date Fair Value	$ 34.65
Forfeited, Weighted-Average Grant-Date Fair Value	$ 39.74
Nonvested at July 31, 2011, Weighted-Average Grant-Date Fair Value	$ 40.78	$ 38.02

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Noncontrolling Interests

12 Months Ended

Jul. 31, 2011

Noncontrolling Interests

Noncontrolling Interests

10.   Noncontrolling Interests

The company owns a 60% controlling interest in a joint venture formed with Swire Pacific Limited to support the development of the company's business in China. The joint venture began operations on January 31, 2011, the beginning of the third fiscal quarter. At the inception of the joint venture, the joint venture partner contributed net assets of $7, including $9 of cash contributions, and the company made an $11 cash contribution. In July 2011, the company and joint venture partner contributed additional cash of $2 and $1, respectively. The noncontrolling interest's share in the net loss was included in Net earnings (loss) attributable to noncontrolling interests in the Consolidated Statements of Earnings.

The company owns a 70% controlling interest in a Malaysian manufacturing company. The earnings attributable to the noncontrolling interest have historically been less than $1 annually and were previously included in Other expense/(income) in the Consolidated Statements of Earnings. Beginning in the third quarter of fiscal 2011, the earnings attributable to the noncontrolling interest were included in Net earnings (loss) attributable to noncontrolling interests in the Consolidated Statements of Earnings. The earnings were not material in 2011.

The noncontrolling interests in these entities were included in Total equity in the Consolidated Balance Sheets and Consolidated Statements of Equity.

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Summary Of Significant Accounting Policies

12 Months Ended

Jul. 31, 2011

Summary Of Significant Accounting Policies

Summary Of Significant Accounting Policies

1.  Summary of Significant Accounting Policies

                Campbell Soup Company, together with its subsidiaries (the company), is a global manufacturer and marketer of high-quality, branded convenience food products.

Basis of Presentation — The consolidated financial statements include the accounts of the company and entities in which the company maintains a controlling financial interest. Intercompany transactions are eliminated in consolidation. Certain amounts in prior-year financial statements were reclassified to conform to the current-year presentation. The company's fiscal year ends on the Sunday nearest July 31. There were 52 weeks in 2011, 2010 and 2009.

Use of Estimates — Generally accepted accounting principles require management to make estimates and assumptions that affect assets and liabilities, contingent assets and liabilities, and revenues and expenses. Actual results could differ from those estimates.

Revenue Recognition — Revenues are recognized when the earnings process is complete. This occurs when products are shipped in accordance with terms of agreements, title and risk of loss transfer to customers, collection is probable and pricing is fixed or determinable. Revenues are recognized net of provisions for returns, discounts and allowances. Certain sales promotion expenses, such as feature price discounts, in-store display incentives, cooperative advertising programs, new product introduction fees and coupon redemption costs, are classified as a reduction of sales. The recognition of costs for promotion programs involves the use of judgment related to performance and redemption estimates. Estimates are made based on historical experience and other factors. Costs are recognized either upon sale or when the incentive is offered, based on the program.

Cash and Cash Equivalents — All highly liquid debt instruments purchased with a maturity of three months or less are classified as cash equivalents.

Inventories — All inventories are valued at the lower of average cost or market.

Property, Plant and Equipment — Property, plant and equipment are recorded at historical cost and are depreciated over estimated useful lives using the straight-line method. Buildings and machinery and equipment are depreciated over periods not exceeding 45 years and 20 years, respectively. Assets are evaluated for impairment when conditions indicate that the carrying value may not be recoverable. Such conditions include significant adverse changes in business climate or a plan of disposal. Repairs and maintenance are charged to expense.

Goodwill and Intangible Assets — Goodwill and indefinite-lived intangible assets are not amortized but rather are tested at least annually for impairment. Goodwill and indefinite-lived intangible assets are also tested for impairment as events or changes in circumstances occur indicating that the carrying value may not be recoverable. Intangible assets with finite lives are amortized over the estimated useful life and are also reviewed when appropriate for possible impairment. Goodwill impairment testing first requires a comparison of the fair value of each reporting unit to the carrying value. A reporting unit is an operating segment or a component of an operating segment.  If the carrying value of the reporting unit exceeds fair value, goodwill is considered impaired. The amount of the impairment is the difference between the carrying value of goodwill and the "implied" fair value, which is calculated as if the reporting unit had just been acquired and accounted for as a business combination. Impairment testing for indefinite-lived intangible assets requires a comparison between the fair value and carrying value of the asset. If carrying value exceeds the fair value, the asset is reduced to fair value. Fair values are primarily determined using discounted cash flow analyses. See Note 5 for information on goodwill and other intangible assets.

Derivative Financial Instruments — The company uses derivative financial instruments primarily for purposes of hedging exposures to fluctuations in foreign currency exchange rates, interest rates, commodities and equity-linked employee benefit obligations. These derivative contracts are entered into for periods consistent with the related underlying exposures and do not constitute positions independent of those exposures. The company does not enter into derivative contracts for speculative purposes and does not use leveraged instruments. The company's derivative programs include strategies that both qualify and do not qualify for hedge accounting treatment. To qualify for hedge accounting, the hedging relationship, both at inception of the hedge and on an ongoing basis, shall be expected to be highly effective in achieving offsetting changes in the fair value of the hedged risk during the period that the hedge is designated. 

All derivatives are recognized on the balance sheet at fair value. For derivatives that qualify for hedge accounting, on the date the derivative contract is entered into, the company designates the derivative as a hedge of the fair value of a recognized asset or liability or a firm commitment (fair-value hedge), a hedge of a forecasted transaction or of the variability of cash flows to be received or paid related to a recognized asset or liability (cash-flow hedge), or a hedge of a net investment in a foreign operation. Some derivatives may also be considered natural hedging instruments (changes in fair value act as economic offsets to changes in fair value of the underlying hedged item) and are not designated for hedge accounting.

Changes in the fair value of a fair-value hedge, along with the gain or loss on the underlying hedged asset or liability (including losses or gains on firm commitments), are recorded in current-period earnings. The effective portion of gains and losses on cash-flow hedges are recorded in other comprehensive income (loss), until earnings are affected by the variability of cash flows. If the underlying hedged item ceases to exist, all changes in the fair value of the derivative are included in earnings each period until the instrument matures. If a derivative is used as a hedge of a net investment in a foreign operation, its changes in fair value, to the extent effective as a hedge, are recorded in other comprehensive income (loss). Any ineffective portion of designated hedges is recognized in current-period earnings. Changes in the fair value of derivatives that are not designated for hedge accounting are recognized in current-period earnings.

Cash flows from derivative contracts are included in Net cash provided by operating activities.

Advertising Production Costs — Advertising production costs are expensed in the period that the advertisement first takes place.

Research and Development Costs — The costs of research and development are expensed as incurred. Costs include expenditures for new product and manufacturing process innovation, and improvements to existing products and processes. Costs primarily consist of salaries, wages, consulting, and depreciation and maintenance of research facilities and equipment.

Income Taxes — Deferred tax assets and liabilities are recognized for the future impact of differences between the financial statement carrying amounts of assets and liabilities and their respective tax bases, as well as for operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Valuation allowances are recorded to reduce deferred tax assets when it is more likely than not that a tax benefit will not be realized.

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Earnings Per Share (Tables)

12 Months Ended

Jul. 31, 2011

Earnings Per Share

Schedule Of Effect Of Retrospective Application Of New Accounting Guidance On Earnings Per Share

	2009
	Basic	Diluted
Earnings from continuing operations attributable to Campbell Soup Company	$(.03)	$(.01)
Net earnings attributable to Campbell Soup Company	$(.03)	$(.01)

Computation of Basic and Diluted Earnings Per Share

	2011	2010	2009
Earnings from continuing operations attributable to Campbell Soup Company	$          805	$          844	$          732
Less: Allocation of earnings to participating securities	(9)	(14)	(12)
Available to Campbell Soup Company common shareowners	$          796	$          830	$          720
Earnings from discontinued operations attributable to Campbell Soup Company	$            —	$            —	$              4
Less: Allocation of earnings to participating securities	—	—	—
Available to Campbell Soup Company common shareowners	$            —	$            —	$              4
Net earnings attributable to Campbell Soup Company	$          805	$          844	$          736
Less: Allocation of earnings to participating securities	(9)	(14)	(12)
Available to Campbell Soup Company common shareowners	$          796	$          830	$          724
Weighted average shares outstanding – basic	326	340	352
Effect of dilutive securities:  stock options and other share-based payment awards	3	3	2
Weighted average shares outstanding – diluted	329	343	354
Earnings from continuing operations attributable to Campbell Soup Company per common share:
Basic	$         2.44	$         2.44	$         2.05
Diluted	$         2.42	$         2.42	$         2.03
Earnings from discontinued operations attributable to Campbell Soup Company per common share:
Basic	$             —	$             —	$           .01
Diluted	$             —	$             —	$           .01
Net earnings attributable to Campbell Soup Company per common share (1):
Basic	$         2.44	$         2.44	$         2.06
Diluted	$         2.42	$         2.42	$         2.05
(1)  The sum of the individual per share amounts does not equal due to rounding.

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Restructuring Charges

12 Months Ended

Jul. 31, 2011

Restructuring Charges

Restructuring Charges

7.  Restructuring Charges

2011 Initiatives

On June 28, 2011, the company announced a series of initiatives to improve supply chain efficiency and reduce overhead costs across the organization to help fund plans to drive the growth of the business. The company also announced its intent to exit the Russian market. The company expects to eliminate approximately 750 positions in connection with these initiatives. Details of the plans include:

·In Australia, the company will invest in a new system to automate packing operations at its biscuit plant in Virginia.  This investment will occur over an 18-month period and will result in the elimination of approximately 190 positions, subject to union and employee consultations. Further, the company will improve asset utilization in the U.S. by shifting production of ready-to-serve soups from Paris, Texas, to other facilities in 2012. In addition, the manufacturing facility in Marshall, Michigan, was closed in 2011, and manufacturing of Campbell's Soup at Hand microwavable products will be consolidated at the Maxton, North Carolina, plant in 2012.

·The company streamlined its salaried workforce by approximately 510 positions around the world, including approximately 130 positions at its world headquarters in Camden, New Jersey. These actions were substantially completed in 2011.  As part of this initiative, the company outsourced a larger portion of its U.S. retail merchandising activities to its current retail sales agent, Acosta Sales and Marketing, and eliminated approximately 190 positions. The company expects that this action will enhance merchandising effectiveness and coverage for its U.S. customers.

·In connection with exiting the Russian market, the company will  eliminate approximately 50 positions. The exit process commenced in 2011 and is expected to be completed in fiscal 2012.

In 2011, the company recorded a restructuring charge of $63 ($41 after tax or $.12 per share) related to these initiatives. A summary of the pre-tax charge and remaining costs associated with the initiatives is as follows:

		Recognized	Remaining
	Total	as of	Costs to be
	Program	July 31, 2011	Recognized
Severance pay and benefits	$           40	$                (37)	$                    3
Asset impairment/accelerated depreciation	25	(22)	3
Other exit costs	10	(4)	6
Total	$           75	$              (63)	$                12

Of the aggregate $75 of pre-tax costs, the company expects approximately $50 will be cash expenditures, the majority of which will be spent in 2012. In addition, the company expects to invest approximately $40 in capital expenditures in connection with the actions. The initiatives are expected to be completed by the end of fiscal 2013.

A summary of restructuring activity and related reserves associated with these initiatives at July 31, 2011 is as follows:

	Accrued		2011	Accrued
	Balance at	2011	Cash	Balance at
	August 1, 2010	Charges	Payments	July 31, 2011
Severance pay and benefits	$                  —	$           37	$             (2)	$                35
Asset impairment/accelerated depreciation	—	22
Other exit costs	—	4	—	4
Total	$                  —	$           63	$             (2)	$                39

A summary of restructuring charges associated with each segment is as follows:

	U.S.       Simple        Meals	U.S.     Beverages	Global Baking and Snacking	International Simple Meals and Beverages	North      America   Foodservice	Corporate	Total
Severance pay and benefits	$     10	$       3	$     12	$         10	$       1	$       1	$ 37
Asset impairment/accelerated depreciation	20	—	—	2	—	—	22
Other exit costs	1	—	—	—	—	3	4
	$ 31	$  3	$  12	$  12	$  1	$  4	$ 63

The company expects to incur additional pre-tax costs of approximately $12 by segment as follows:  U.S. Simple Meals - $2, Global Baking and Snacking - $3, International Simple Meals and Beverages - $6 and Corporate - $1.  Segment operating results do not include restructuring charges as segment performance is evaluated excluding such charges.

2008 Initiatives

On April 28, 2008, the company announced a series of 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.

As a result of these initiatives, in 2009, the company recorded approximately $22 ($15 after tax or $.04 per share) of costs in Cost of products sold. Approximately $17 ($12 after tax) of the costs represented accelerated depreciation on property, plant and equipment; approximately $4 ($2 after tax) related to other exit costs; and approximately $1 related to employee severance and benefit costs, including other pension charges.

As a result of these initiatives, in 2010, the company recorded a restructuring charge of $12 ($8 after tax or $.02 per share) for pension benefit costs, which represented the final costs associated with the 2008 initiatives. 

In the aggregate, the company incurred $216 of pre-tax costs for the total program in 2008 through 2010. Approximately $40 of the costs were cash expenditures, the majority of which was spent in 2009.

A summary of the pre-tax costs is as follows:

		Change
	Total	in	Recognized
	Program	Estimate(1)	2008- 2010
Severance pay and benefits	$           62	$                  (4)	$                 58
Asset impairment/accelerated depreciation	158	(4)	154
Other exit costs	10	(6)	4
Total	$        230	$                 (14)	$               216

____________

(1) Primarily due to foreign currency translation.

Details of the impact of the initiatives on fiscal 2010 and 2009 results are as follows:

·In April 2008, as part of the initiatives, the company announced plans to close the Listowel, Ontario, Canada food plant. The Listowel facility produced primarily frozen products, including soup, entrees, and Pepperidge Farm products, as well as ramen noodles for North America Foodservice. The facility employed approximately 500 people. The company closed the facility in April 2009. Production was transitioned to its network of North American contract manufacturers and to its Downingtown, Pennsylvania, plant. In connection with this action, in 2009, the company recorded $1 of employee severance and benefit costs, including other pension charges; $16 ($11 after tax) in accelerated depreciation of property, plant and equipment; and $2 ($1 after tax) of other exit costs. In 2010, the company recorded a restructuring charge of $12 ($8 after tax) for pension benefit costs, which represented the final costs associated with the initiatives.

·In April 2008, as part of the initiatives, the company also announced plans to discontinue the private label biscuit and industrial chocolate production at its Miranda, Australia, facility, which was part of Global Baking and Snacking. The company closed the Miranda facility, which employed approximately 150 people, in the second quarter of 2009. In connection with this action, in 2009, the company recorded $1 in accelerated depreciation of property, plant, and equipment, and $2 ($1 after tax) in other exit costs.

A summary of restructuring activity and related reserves of the 2008 initiatives is as follows:

	Severance Pay and Benefits	Asset Impairment/ Accelerated Depreciation	Other Exit Costs	Total
Accrued balance at July 29, 2007	$           —
2008 charge (1)	45	137	—	$   182
Cash payments	(4)
Pension termination benefits (2)	(4)
Accrued balance at August 3, 2008	37
2009 charge	1	17	4	$    22
Cash payments	(26)
Pension termination benefits (2)	(2)
Foreign currency translation adjustment	(6)
Accrued balance at August 2, 2009	4
2010 charge	12	—	—	$    12
Cash payments	(3)
Pension termination benefits (2)	(12)
Accrued balance at August 1, 2010	1
Cash payments	(1)
Accrued balance at July 31, 2011	$—
(1)  In 2008, as part of the initiatives, the company sold certain Australian salty snack food brands and assets, which were part of Global Baking and Snacking, and recorded a pre-tax net loss of $120 on the sale. The company streamlined its management structure and eliminated certain overhead costs. These actions began in the fourth quarter of 2008 and were substantially completed in 2009. In connection with this action, the company recorded $17 in employee severance and benefit costs in 2008.  The company also recognized $45 in costs associated with the closures of the Listowel, Canada, and Miranda, Australia, facilities.
(2)  Pension termination benefits are recognized in Other Liabilities and Accumulated Other Compensation Income/(Loss). See Note 11.

                A summary of restructuring charges incurred in 2008 through 2010 by segment follows:

	Global Baking and Snacking	International Simple Meals and Beverages	North    America Foodservice	Total
Severance pay and benefits	$    14	$     9	$  35	$     58
Asset impairment/accelerated depreciation	131	—	23	154
Other exit costs	2	—	2	4
	$  147	$     9	$  60	$  216

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Taxes On Earnings

12 Months Ended

Jul. 31, 2011

Taxes On Earnings

Taxes On Earnings

12.  Taxes on Earnings

The provision for income taxes on earnings from continuing operations consists of the following:

	2011	2010	2009
Income taxes:
Currently payable
Federal	$      215	$      253	$      145
State	27	46	12
Non-U.S.	78	45	46
	320	344	203
Deferred
Federal	47	38	142
State	(2)	1	9
Non-U.S.	1	15	(7)
	46	54	144
	$366	$398	$347
Earnings from continuing operations before income taxes:
United States	$      944	$   1,051	$      976
Non-U.S.	224	191	103
	$   1,168	$   1,242	$   1,079

The following is a reconciliation of the effective income tax rate on continuing operations with the U.S. federal statutory income tax rate:

	2011	2010	2009
Federal statutory income tax rate	35.0%	35.0%	35.0%
State income taxes (net of federal tax benefit)	1.4	2.5	1.7
Tax effect of international items	(2.1)	(2.5)	(0.8)
Settlement of tax contingencies	(0.5)	(0.7)	(1.0)
Federal manufacturing deduction	(1.8)	(1.3)	(1.0)
Other	(0.7)	(1.0)	(1.7)
Effective income tax rate	31.3%	32.0%	32.2%

During 2011, the company recorded a tax benefit of $8 following the finalization of tax audits.

In the third quarter of 2010, the company recorded deferred tax expense of $10 due to the enactment of U.S. health care legislation in March 2010. The law changed the tax treatment of subsidies to companies that provide prescription drug benefits to retirees. Accordingly, the company recorded the non-cash charge to reduce the value of the deferred tax asset associated with the subsidy.

In 2010, the company recorded a tax benefit of $9 following the finalization of tax audits. The company recorded an additional tax benefit of $2 during the year related to the resolution of other tax contingencies.

In 2009, the company recorded a tax benefit of $11 following the finalization of tax audits.

Deferred tax liabilities and assets are comprised of the following:

	2011	2010
Depreciation	$    253	$    221
Amortization	474	449
Other	14	13
Deferred tax liabilities	741	683
Benefits and compensation	307	319
Pension benefits	93	134
Tax loss carryforwards	84	67
Capital loss carryforwards	122	101
Other	83	76
Gross deferred tax assets	689	697
Deferred tax asset valuation allowance	(156)	(123)
Net deferred tax assets	533	574
Net deferred tax liability	$    208	$    109

At July 31, 2011, U.S. and non-U.S. subsidiaries of the company have tax loss carryforwards of approximately $395. Of these carryforwards, $163 expire between 2012 and 2028, and $232 may be carried forward indefinitely. The current statutory tax rates in these countries range from 20% to 35%. At July 31, 2011, deferred tax asset valuation allowances have been established to offset $132 of these tax loss carryforwards. Additionally, at July 31, 2011, non-U.S. subsidiaries of the company have capital loss carryforwards of approximately $406, which are fully offset by deferred tax asset valuation allowances.

The net change in the deferred tax asset valuation allowance in 2011 was an increase of $33. The increase was primarily due to the impact of currency and recognition of additional valuation allowances on foreign loss carryforwards. The net change in the valuation allowance in 2010 was an increase of $15. The increase was primarily due to the impact of currency and the recognition of additional valuation allowances on foreign loss carryforwards that are not expected to be utilized prior to the expiration date. The net change in the valuation allowance in 2009 was a decrease of $7, primarily due to currency.

As of July 31, 2011, U.S. income taxes have not been provided on approximately $420 of undistributed earnings of non-U.S. subsidiaries, which are deemed to be permanently reinvested. It is not practical to estimate the tax liability that might be incurred if such earnings were remitted to the U.S.

A reconciliation of the activity related to unrecognized tax benefits follows:

	2011	2010	2009
Balance at beginning of year	$    36	$    42	$    54
Increases related to prior-year tax positions	6	14	—
Decreases related to prior-year tax positions	(4)	(11)	(11)
Increases related to current-year tax positions	9	4	4
Settlements	—	(11)	(2)
Lapse of statute	(4)	(2)	(3)
Balance at end of year	$    43	$    36	$    42

As of July 31, 2011, August 1, 2010, and August 2, 2009, there were $17, $22, and $28, respectively, of unrecognized tax benefits that if recognized would affect the annual effective tax rate. The total amount of unrecognized tax benefits can change due to audit settlements, tax examination activities, statute expirations and the recognition and measurement criteria under accounting for uncertainty in income taxes. The company is unable to estimate what this change could be within the next twelve months, but does not believe it would be material to the financial statements.

The company's accounting policy with respect to interest and penalties attributable to income taxes is to reflect any expense or benefit as a component of its income tax provision. The total amount of interest and penalties recognized in the Consolidated Statements of Earnings was a benefit of $1 in 2011, an expense of $2 in 2010 and a benefit of $1 in 2009. The total amount of interest and penalties recognized in the Consolidated Balance Sheets as of July 31, 2011, and August 1, 2010, was $8 and $9, respectively.

None of the unrecognized tax benefit liabilities, including interest and penalties, are expected to be settled within the next twelve months. The $51 and $45 of unrecognized tax benefit liabilities, including interest and penalties, were reported as other non-current liabilities in the Consolidated Balance Sheets as of July 31, 2011, and August 1, 2010, respectively.

The company does business globally and, as a result, files income tax returns in the U.S. federal jurisdiction and various state and non-U.S. jurisdictions. In the normal course of business, the company is subject to examination by taxing authorities throughout the world, including such major jurisdictions as the United States, Australia, Canada, Belgium, France and Germany. The 2011 tax year is currently under audit by the IRS. In addition, several state income tax examinations are in progress for fiscal years 2001 to 2009.

With limited exceptions, the company has been audited for income tax purposes in Canada and France through fiscal year 2005, in Germany through fiscal year 2007, and in Belgium and Australia through fiscal year 2009.

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Pension And Postretirement Benefits (Schedule Of Components of Benefit Expense) (Details) (USD $) In Millions	12 Months Ended
	Jul. 31, 2011	Aug. 01, 2010	Aug. 02, 2009
Pension [Member]
Service cost	$ 58	$ 55	$ 46
Interest cost	121	121	122
Expected return on plan assets	(178)	(170)	(163)
Amortization of prior service cost/(credit)	1	1	1
Recognized net actuarial loss	70	49	19
Settlement (gains)/costs	(1)	12
Special termination benefits			2
Net periodic benefit expense	71	68	27
Postretirement [Member]
Service cost	3	3	3
Interest cost	18	19	22
Amortization of prior service cost/(credit)	(1)	1	1
Recognized net actuarial loss	7	1
Net periodic benefit expense	$ 27	$ 24	$ 26

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Acquisitions

12 Months Ended

Jul. 31, 2011

Acquisitions

Acquisitions

8.  Acquisitions

On May 4, 2009, the company acquired Ecce Panis, Inc., an artisan bread maker, for $66. The results of operations of Ecce Panis, Inc. are included in the Global Baking and Snacking segment and were not material to 2009 results. The pro forma impact on sales, net earnings or earnings per share for the prior periods would not have been material. As part of the purchase price allocation, $46 was allocated to intangible assets primarily consisting of goodwill, trade secret process technology, trademarks and customer relationships.

The following table presents the purchase price allocation of Ecce Panis, Inc.:

	May 4, 2009
Accounts receivable	$     2
Inventories	1
Other current assets	1
Total current assets	$     4
Plant assets	$  12
Goodwill	30
Other intangible assets	16
Other assets	14
Total assets acquired	$  76
Current liabilities	$     3
Non-current liabilities	7
Total liabilities assumed	$  10
Net assets acquired	$  66

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Financial Instruments (Schedule Of Changes In Cash Flow Hedges In Other Comprehensive Income) (Details) (USD $) In Millions				12 Months Ended
	Jul. 31, 2011	Aug. 01, 2010	Aug. 02, 2009	Jul. 31, 2011 Foreign Exchange Contracts [Member]	Aug. 01, 2010 Foreign Exchange Contracts [Member]	Jul. 31, 2011 Foreign Exchange Contracts [Member] Other Expenses/Income [Member]	Aug. 01, 2010 Foreign Exchange Contracts [Member] Other Expenses/Income [Member]	Jul. 31, 2011 Foreign Exchange Contracts [Member] Cost of Products Sold [Member]	Aug. 01, 2010 Foreign Exchange Contracts [Member] Cost of Products Sold [Member]	Jul. 31, 2011 Foreign Exchange Contracts [Member] Interest Expense [Member]	Aug. 01, 2010 Foreign Exchange Contracts [Member] Interest Expense [Member]	Jul. 31, 2011 Cross-currency Swap Contracts [Member]	Aug. 01, 2010 Cross-currency Swap Contracts [Member]	Jul. 31, 2011 Interest Rate Swaps [Member]	Aug. 01, 2010 Interest Rate Swaps [Member]	Jul. 31, 2011 Commodity Derivative Contracts [Member]	Aug. 01, 2010 Commodity Derivative Contracts [Member]
OCI derivative gain/(loss) at beginning of year	$ (31)	$ (28)	$ (31)
Derivative instruments gain (loss) recognized in OCI				(12)	(5)								4		(14)		1
Derivative instrument gain (loss) reclassified						2	(1)	4	17	3	1
OCI derivative gain/(loss) at end of year	$ (31)	$ (28)	$ (31)

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Valuation And Qualifying Accounts (Details) (USD $) In Millions	12 Months Ended
	Jul. 31, 2011	Aug. 01, 2010	Aug. 02, 2009	Jul. 31, 2011 Cash Discount [Member]	Aug. 01, 2010 Cash Discount [Member]	Aug. 02, 2009 Cash Discount [Member]	Jul. 31, 2011 Bad Debt Reserve [Member]	Aug. 01, 2010 Bad Debt Reserve [Member]	Aug. 02, 2009 Bad Debt Reserve [Member]	Jul. 31, 2011 Returns Reserve [Member]		Aug. 01, 2010 Returns Reserve [Member]		Aug. 03, 2008 Returns Reserve [Member]
Balance at Beginning of Period	$ 17	$ 19	$ 21	$ 5	$ 5	$ 5	$ 4	$ 3	$ 5	$ 8	[1]	$ 11	[1]	$ 11	[1]
Charged to (Reduction In) Costs and Expenses	113	115	117	113	116	116	2	2	1	(2)	[1]	(3)	[1]
Deductions	(119)	(117)	(119)	(113)	(116)	(116)	(4)	(1)	(3)	(2)	[1]
Balance at End of Period	11	17	19	5	5	5	2	4	3	4	[1]	8	[1]	11	[1]
Actual returns	$ 145	$ 130	$ 140

[1] The returns reserve is evaluated quarterly and adjusted accordingly. During each period, returns are charged to net sales in the Consolidated Statements of Earnings as incurred. Actual returns were approximately $145 in 2011, $130 in 2010, and $140 in 2009, or less than 2% of net sales.

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Fair Value Measurements (Fair Value Measurement Of Assets And Liabilities) (Details) (Measured on Recurring Basis [Member], USD $) In Millions	Jul. 31, 2011		Aug. 01, 2010
Total assets at fair value	$ 37		$ 69
Total liabilities at fair value	287		192
Foreign Exchange Contracts [Member]
Total assets at fair value			2	[1]
Total liabilities at fair value	9	[1]	2	[1]
Equity Contracts [Member]
Total liabilities at fair value	3	[2]	2	[2]
Equity Contracts [Member] | Level 1 [Member]
Total liabilities at fair value				[2]
Level 3 [Member] | Foreign Exchange Contracts [Member]
Total assets at fair value				[1]
Total liabilities at fair value				[1]
Foreign Exchange Contracts [Member] | Level 2 [Member]
Total assets at fair value			2	[1]
Total liabilities at fair value	9	[1]	2	[1]
Level 3 [Member] | Interest Rate Swaps [Member]
Total assets at fair value				[3]
Level 3 [Member] | Equity Contracts [Member]
Total liabilities at fair value				[2]
Level 3 [Member]
Total assets at fair value
Total liabilities at fair value
Level 3 [Member] | Commodity Derivative Contracts [Member]
Total assets at fair value				[4]
Total liabilities at fair value				[4]
Level 3 [Member] | Deferred Compensation Obligation [Member]
Total liabilities at fair value				[5]
Foreign Exchange Contracts [Member] | Level 1 [Member]
Total assets at fair value				[1]
Total liabilities at fair value				[1]
Equity Contracts [Member] | Level 2 [Member]
Total liabilities at fair value	3	[2]	2	[2]
Commodity Derivative Contracts [Member]
Total assets at fair value	3	[4]	4	[4]
Total liabilities at fair value	2	[4]	1	[4]
Commodity Derivative Contracts [Member] | Level 1 [Member]
Total assets at fair value	3	[4]	4	[4]
Total liabilities at fair value	2	[4]	1	[4]
Commodity Derivative Contracts [Member] | Level 2 [Member]
Total assets at fair value				[4]
Total liabilities at fair value				[4]
Cross-currency Swap Contracts [Member]
Total assets at fair value	1	[6]	17	[6]
Total liabilities at fair value	129	[6]	38	[6]
Cross-currency Swap Contracts [Member] | Level 1 [Member]
Total assets at fair value				[6]
Total liabilities at fair value				[6]
Cross-currency Swap Contracts [Member] | Level 3 [Member]
Total assets at fair value				[6]
Total liabilities at fair value				[6]
Cross-currency Swap Contracts [Member] | Level 2 [Member]
Total assets at fair value	1	[6]	17	[6]
Total liabilities at fair value	129	[6]	38	[6]
Level 1 [Member]
Total assets at fair value	3		4
Total liabilities at fair value	99		96
Level 1 [Member] | Interest Rate Swaps [Member]
Total assets at fair value				[3]
Level 1 [Member] | Deferred Compensation Obligation [Member]
Total liabilities at fair value	97	[5]	95	[5]
Level 2 [Member]
Total assets at fair value	34		65
Total liabilities at fair value	188		96
Level 2 [Member] | Interest Rate Swaps [Member]
Total assets at fair value	33	[3]	46	[3]
Level 2 [Member] | Deferred Compensation Obligation [Member]
Total liabilities at fair value	47	[5]	54	[5]
Interest Rate Swaps [Member]
Total assets at fair value	33	[3]	46	[3]
Deferred Compensation Obligation [Member]
Total liabilities at fair value	$ 144	[5]	$ 149	[5]

[1] Based on observable market transactions of spot currency rates and forward rates.

[2] Based on LIBOR and equity index swap rates.

[3] Based on LIBOR swap rates.

[4] Based on quoted futures exchanges.

[5] Based on the fair value of the participants' investments.

[6] Based on observable local benchmarks for currency and interest rates.

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Taxes On Earnings (Schedule Of Reconciliation Of Effective Income Tax Rate) (Details)	12 Months Ended
	Jul. 31, 2011	Aug. 01, 2010	Aug. 02, 2009
Taxes On Earnings
Federal statutory income tax rate	35.00%	35.00%	35.00%
State income taxes (net of federal tax benefit)	1.40%	2.50%	1.70%
Tax effect of international items	(2.10%)	(2.50%)	(0.80%)
Settlement of tax contingencies	(0.50%)	(0.70%)	(1.00%)
Federal manufacturing deduction	(1.80%)	(1.30%)	(1.00%)
Other	(0.70%)	(1.00%)	(1.70%)
Effective income tax rate	31.30%	32.00%	32.20%

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Pension And Postretirement Benefits (Schedule Of Estimated Future Benefit Payment) (Details) (USD $) In Millions	Jul. 31, 2011
Pension [Member]
2012	$ 147
2013	150
2014	150
2015	154
2016	158
2017-2021	856
Postretirement [Member]
2012	30
2013	31
2014	31
2015	32
2016	32
2017-2021	$ 163

XML



Business And Geographic Segment Information (Tables)

12 Months Ended

Jul. 31, 2011

Business And Geographic Segment Information

Schedule Of Segment Reporting

	2011	2010	2009
Net sales
U.S. Simple Meals	$  2,751	$  2,938	$  3,049
U.S. Beverages	759	762	735
Global Baking and Snacking	2,156	1,975	1,846
International Simple Meals and Beverages	1,463	1,423	1,357
North America Foodservice	590	578	599
Total	$  7,719	$  7,676	$  7,586

	2011	2010	2009(3)
Earnings before interest and taxes
U.S. Simple Meals	$   657	$   737	$      749
U.S. Beverages	182	206	178
Global Baking and Snacking	355	322	265
International Simple Meals and Beverages	185	161	69
North America Foodservice	82	55	53
Corporate(1)	(119)	(121)	(107)
Restructuring charges and related costs(2)	(63)	(12)	(22)
Total	$ 1,279	$ 1,348	$   1,185
	2011	2010	2009
Depreciation and Amortization
U.S. Simple Meals	$     87	$     86	$        86
U.S. Beverages	20	21	15
Global Baking and Snacking	82	75	71
International Simple Meals and Beverages	42	35	41
North America Foodservice	13	13	28
Corporate(1)	24	21	23
Total	$   268	$   251	$      264
	2011	2010	2009
Capital Expenditures
U.S. Simple Meals and U.S. Beverages	$   126	$   139	$      177
Global Baking and Snacking	73	81	58
International Simple Meals and Beverages	36	26	34
North America Foodservice	3	3	17
Corporate(1)	34	66	59
Total	$   272	$   315	$      345
	2011	2010	2009
Segment Assets
U.S. Simple Meals and U.S. Beverages	$ 2,129	$ 2,146	$   2,168
Global Baking and Snacking	1,982	1,710	1,628
International Simple Meals and Beverages	1,539	1,396	1,474
North America Foodservice	350	360	377
Corporate(1)	862	664	409
Total	$6,862	$ 6,276	$   6,056

____________

(1)	Represents unallocated corporate expenses and unallocated assets.
(2)	See Note 7 for additional information.
(3)	Earnings before interest and taxes of the International Simple Meals and Beverages segment included a $67 impairment charge on certain European trademarks. See Note 5 for additional information.

Additional Product Information For Net Sales

	2011	2010	2009
Net sales
Simple Meals	$      4,437	$      4,594	$      4,674
Baked Snacks	2,321	2,129	1,995
Beverages	961	953	917
Total	$      7,719	$      7,676	$      7,586

Geographic Area Information, Net Sales

	2011	2010	2009
Net sales
United States	$   5,309	$   5,436	$   5,548
Europe	596	601	608
Australia/Asia Pacific	1,138	978	816
Other countries	676	661	614
Total	$   7,719	$   7,676	$   7,586

Geographic Area Information, Long- Lived Assets

	2011	2010	2009
Long-lived assets
United States	$   1,281	$   1,279	$   1,388
Europe	102	104	119
Australia/Asia Pacific	384	326	283
Other countries	109	105	108
Corporate(1)	227	237	79
Total	$   2,103	$   2,051	$   1,977

____________

(1) Represents primarily corporate offices.

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Business And Geographic Segment Information

12 Months Ended

Jul. 31, 2011

Business And Geographic Segment Information

Business And Geographic Segment Information

6.  Business and Geographic Segment Information

Commencing with the fourth quarter of fiscal 2011, the company reports the results of operations in the following reportable segments: U.S. Simple Meals; U.S. Beverages; Global Baking and Snacking; International Simple Meals and Beverages; and North America Foodservice. Segment results of prior periods were modified to conform to the current presentation. The company has ten operating segments based on product type and geographic location and has aggregated the operating segments into the appropriate reportable segment based on similar economic characteristics; products; production processes; types or classes of customers; distribution methods; and regulatory environment. The segments are discussed in greater detail below.

The U.S. Simple Meals segment aggregates the following operating segments: U.S. Soup and U.S. Sauces. The U.S. Soup retail business includes the following products: Campbell's condensed and ready-to-serve soups; and Swanson broth and stocks.  The U.S. Sauces retail business includes the following products: Prego pasta sauce; Pace Mexican sauce; Swanson canned poultry; and Campbell's canned gravies, pasta and beans.

The U.S. Beverages segment represents the U.S. retail beverages business, including the following products: V8 juices and beverages; and Campbell's tomato juice.

The Global Baking and Snacking segment aggregates the following operating segments: Pepperidge Farm cookies, crackers, bakery and frozen products in U.S. retail; and Arnott's biscuits in Australia and Asia Pacific.

The International Simple Meals and Beverages segment aggregates the simple meals and beverages operating segments outside of the United States, including Europe, Latin America, the Asia Pacific region and the retail business in Canada. See Note 3 for information on the sale of the sauce and mayonnaise business comprised of products sold under the Lesieur brand in France. This business was historically included in this segment.

The North America Foodservice segment represents the distribution of products such as soup, specialty entrees, beverage products, other prepared foods and Pepperidge Farm products through various food service channels in the United States and Canada.

The company's accounting policies for measuring segment assets and earnings before interest and taxes are substantially consistent with those described in Note 1. The company evaluates segment performance before interest, taxes, and beginning in fiscal 2011, costs associated with restructuring activities. Segment operating earnings of prior periods were modified to conform to the current presentation. The manufacturing, warehousing, distribution and selling activities of the company's U.S. retail business are operated as an integrated platform in order to maximize efficiency and productivity. As a result, assets and capital expenditures of the U.S. Simple Meals and U.S. Beverages are not discretely maintained. Depreciation expense associated with the integrated operations, however, is allocated to the U.S. Simple Meals and U.S. Beverages segments based on production hours. North America Foodservice products are principally produced by the tangible assets of the company's other segments, except for refrigerated soups, which are produced in a separate facility, and certain other products, which are produced under contract manufacturing agreements. Tangible assets of the company's other segments are not allocated to the North America Foodservice operations. Depreciation, however, is allocated to North America Foodservice based on production hours.

The company's largest customer, Wal-Mart Stores, Inc. and its affiliates, accounted for approximately 17% of consolidated net sales in 2011 and 18% in 2010 and 2009. All of the company's segments sold products to Wal-Mart Stores, Inc. or its affiliates.

Business Segments

	2011	2010	2009
Net sales
U.S. Simple Meals	$  2,751	$  2,938	$  3,049
U.S. Beverages	759	762	735
Global Baking and Snacking	2,156	1,975	1,846
International Simple Meals and Beverages	1,463	1,423	1,357
North America Foodservice	590	578	599
Total	$  7,719	$  7,676	$  7,586

	2011	2010	2009(3)
Earnings before interest and taxes
U.S. Simple Meals	$   657	$   737	$      749
U.S. Beverages	182	206	178
Global Baking and Snacking	355	322	265
International Simple Meals and Beverages	185	161	69
North America Foodservice	82	55	53
Corporate(1)	(119)	(121)	(107)
Restructuring charges and related costs(2)	(63)	(12)	(22)
Total	$ 1,279	$ 1,348	$   1,185
	2011	2010	2009
Depreciation and Amortization
U.S. Simple Meals	$     87	$     86	$        86
U.S. Beverages	20	21	15
Global Baking and Snacking	82	75	71
International Simple Meals and Beverages	42	35	41
North America Foodservice	13	13	28
Corporate(1)	24	21	23
Total	$   268	$   251	$      264
	2011	2010	2009
Capital Expenditures
U.S. Simple Meals and U.S. Beverages	$   126	$   139	$      177
Global Baking and Snacking	73	81	58
International Simple Meals and Beverages	36	26	34
North America Foodservice	3	3	17
Corporate(1)	34	66	59
Total	$   272	$   315	$      345
	2011	2010	2009
Segment Assets
U.S. Simple Meals and U.S. Beverages	$ 2,129	$ 2,146	$   2,168
Global Baking and Snacking	1,982	1,710	1,628
International Simple Meals and Beverages	1,539	1,396	1,474
North America Foodservice	350	360	377
Corporate(1)	862	664	409
Total	$6,862	$ 6,276	$   6,056

____________

(1)	Represents unallocated corporate expenses and unallocated assets.
(2)	See Note 7 for additional information.
(3)	Earnings before interest and taxes of the International Simple Meals and Beverages segment included a $67 impairment charge on certain European trademarks. See Note 5 for additional information.

The company's global net sales based on product categories are as follows:

	2011	2010	2009
Net sales
Simple Meals	$      4,437	$      4,594	$      4,674
Baked Snacks	2,321	2,129	1,995
Beverages	961	953	917
Total	$      7,719	$      7,676	$      7,586

Simple meals include condensed and ready-to-serve soups, broths and sauces. Baked snacks include cookies, crackers, biscuits and other baked products.

Geographic Area Information

Information about operations in different geographic areas is as follows:

	2011	2010	2009
Net sales
United States	$   5,309	$   5,436	$   5,548
Europe	596	601	608
Australia/Asia Pacific	1,138	978	816
Other countries	676	661	614
Total	$   7,719	$   7,676	$   7,586

	2011	2010	2009
Long-lived assets
United States	$   1,281	$   1,279	$   1,388
Europe	102	104	119
Australia/Asia Pacific	384	326	283
Other countries	109	105	108
Corporate(1)	227	237	79
Total	$   2,103	$   2,051	$   1,977

____________

(1) Represents primarily corporate offices.

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Business And Geographic Segment Information (Narrative) (Details) (Wal-Mart Stores, Inc. [Member])	12 Months Ended
	Jul. 31, 2011	Aug. 01, 2010	Aug. 02, 2009
Wal-Mart Stores, Inc. [Member]
Largest customer, consolidated net sales	17.00%	18.00%	18.00%

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Consolidated Statements Of Equity (USD $) In Millions	Capital Stock Issued [Member]	Capital Stock In Treasury [Member]	Additional Paid-In Capital [Member]	Earnings Retained In The Business [Member]	Accumulated Other Comprehensive Income (Loss) [Member]	Noncontrolling Interests [Member]	Total
Balance, value at Aug. 03, 2008	$ 20	$ (6,812)	$ 337	$ 7,909	$ (136)	$ 3	$ 1,321
Balance, shares at Aug. 03, 2008	542	(186)
Comprehensive income (loss)
Net earnings (loss)				736		0	736
Foreign currency translation adjustments, net of tax					(148)	0	(148)
Cash-flow hedges, net of tax					(25)		(25)
Pension and postretirement benefits, net of tax					(409)		(409)
Other comprehensive income (loss)					(582)	0	(582)
Total comprehensive income (loss)							154
Dividends				(357)			(357)
Treasury stock purchased, shares		(17)
Treasury stock purchased, value		(527)					(527)
Treasury stock issued under management incentive and stock option plans, shares		4
Treasury stock issued under management incentive and stock option plans, value		145	(5)				140
Balance, value at Aug. 02, 2009	20	(7,194)	332	8,288	(718)	3	731
Balance, shares at Aug. 02, 2009	542	(199)
Comprehensive income (loss)
Net earnings (loss)				844		0	844
Foreign currency translation adjustments, net of tax					39	0	39
Cash-flow hedges, net of tax					2		2
Pension and postretirement benefits, net of tax					(59)		(59)
Other comprehensive income (loss)					(18)	0	(18)
Total comprehensive income (loss)							826
Dividends				(372)			(372)
Treasury stock purchased, shares		(14)
Treasury stock purchased, value		(472)					(472)
Treasury stock issued under management incentive and stock option plans, shares		7
Treasury stock issued under management incentive and stock option plans, value		207	9				216
Balance, value at Aug. 01, 2010	20	(7,459)	341	8,760	(736)	3	929
Balance, shares at Aug. 01, 2010	542	(206)
Contribution from noncontrolling interest						8	8
Comprehensive income (loss)
Net earnings (loss)				805		(3)	802
Foreign currency translation adjustments, net of tax					264	0	264
Cash-flow hedges, net of tax					(2)		(2)
Pension and postretirement benefits, net of tax					47		47
Other comprehensive income (loss)					309	0	309
Total comprehensive income (loss)							1,111
Dividends				(380)			(380)
Treasury stock purchased, shares		(21)
Treasury stock purchased, value		(728)					(728)
Treasury stock issued under management incentive and stock option plans, shares		5
Treasury stock issued under management incentive and stock option plans, value		166	(10)				156
Balance, value at Jul. 31, 2011	$ 20	$ (8,021)	$ 331	$ 9,185	$ (427)	$ 8	$ 1,096
Balance, shares at Jul. 31, 2011	542	(222)

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Pension And Postretirement Benefits (Schedule Of Pension Plan Assets By Category) (Details) (USD $) In Millions	Jul. 31, 2011	Aug. 01, 2010	Aug. 02, 2009
Pension plan assets	$ 2,059	$ 1,767	$ 1,415
Level 1 [Member]
Pension plan assets	675	562
Level 1 [Member] | Short Term Investment [Member]
Pension plan assets	5	5
Level 1 [Member] | Equities [Member] | United States [Member]
Pension plan assets	396	308
Level 1 [Member] | Equities [Member] | Non-U.S. [Member]
Pension plan assets	267	245
Level 1 [Member] | Domestic Corporate Bonds [Member] | United States [Member]
Pension plan assets
Level 1 [Member] | Foreign Corporate Bonds [Member] | Non-U.S. [Member]
Pension plan assets
Level 1 [Member] | Domestic Government And Agency Bonds [Member] | United States [Member]
Pension plan assets
Level 1 [Member] | Foreign Government And Agency Bonds [Member] | Non-U.S. [Member]
Pension plan assets
Level 1 [Member] | Municipal Bonds [Member]
Pension plan assets
Level 1 [Member] | Commingled Funds [Member] | Equities Funds [Member]
Pension plan assets
Level 1 [Member] | Commingled Funds [Member] | Fixed Income Funds [Member]
Pension plan assets
Level 1 [Member] | Mortgage And Asset Backed Securities [Member]
Pension plan assets
Level 1 [Member] | Real Estate [Member]
Pension plan assets	7	4
Level 1 [Member] | Limited Partnerships [Member]
Pension plan assets
Level 1 [Member] | Hedge Funds [Member]
Pension plan assets
Level 1 [Member] | Guaranteed Insurance Contracts [Member]
Pension plan assets
Level 2 [Member]
Pension plan assets	1,350	1,142
Level 2 [Member] | Short Term Investment [Member]
Pension plan assets	60	55
Level 2 [Member] | Equities [Member] | United States [Member]
Pension plan assets
Level 2 [Member] | Equities [Member] | Non-U.S. [Member]
Pension plan assets
Level 2 [Member] | Domestic Corporate Bonds [Member] | United States [Member]
Pension plan assets	414	357
Level 2 [Member] | Foreign Corporate Bonds [Member] | Non-U.S. [Member]
Pension plan assets	88	89
Level 2 [Member] | Domestic Government And Agency Bonds [Member] | United States [Member]
Pension plan assets	9	21
Level 2 [Member] | Foreign Government And Agency Bonds [Member] | Non-U.S. [Member]
Pension plan assets	31	21
Level 2 [Member] | Municipal Bonds [Member]
Pension plan assets	42	17
Level 2 [Member] | Commingled Funds [Member] | Equities Funds [Member]
Pension plan assets	366	298
Level 2 [Member] | Commingled Funds [Member] | Fixed Income Funds [Member]
Pension plan assets	73	46
Level 2 [Member] | Mortgage And Asset Backed Securities [Member]
Pension plan assets	27	26
Level 2 [Member] | Real Estate [Member]
Pension plan assets	44	38
Level 2 [Member] | Limited Partnerships [Member]
Pension plan assets
Level 2 [Member] | Hedge Funds [Member]
Pension plan assets	196	174
Level 2 [Member] | Guaranteed Insurance Contracts [Member]
Pension plan assets
Level 3 [Member]
Pension plan assets	39	50	68
Level 3 [Member] | Short Term Investment [Member]
Pension plan assets
Level 3 [Member] | Equities [Member] | United States [Member]
Pension plan assets
Level 3 [Member] | Equities [Member] | Non-U.S. [Member]
Pension plan assets
Level 3 [Member] | Domestic Corporate Bonds [Member] | United States [Member]
Pension plan assets
Level 3 [Member] | Foreign Corporate Bonds [Member] | Non-U.S. [Member]
Pension plan assets
Level 3 [Member] | Domestic Government And Agency Bonds [Member] | United States [Member]
Pension plan assets
Level 3 [Member] | Foreign Government And Agency Bonds [Member] | Non-U.S. [Member]
Pension plan assets
Level 3 [Member] | Municipal Bonds [Member]
Pension plan assets
Level 3 [Member] | Commingled Funds [Member] | Equities Funds [Member]
Pension plan assets
Level 3 [Member] | Commingled Funds [Member] | Fixed Income Funds [Member]
Pension plan assets
Level 3 [Member] | Mortgage And Asset Backed Securities [Member]
Pension plan assets
Level 3 [Member] | Real Estate [Member]
Pension plan assets	19	18	32
Level 3 [Member] | Limited Partnerships [Member]
Pension plan assets	20	24	31
Level 3 [Member] | Hedge Funds [Member]
Pension plan assets
Level 3 [Member] | Guaranteed Insurance Contracts [Member]
Pension plan assets		8	5
Total Before Other Items [Member]
Pension plan assets	2,064	1,754
Short Term Investment [Member]
Pension plan assets	65	60
Equities [Member] | United States [Member]
Pension plan assets	396	308
Equities [Member] | Non-U.S. [Member]
Pension plan assets	267	245
Domestic Corporate Bonds [Member] | United States [Member]
Pension plan assets	414	357
Foreign Corporate Bonds [Member] | Non-U.S. [Member]
Pension plan assets	88	89
Domestic Government And Agency Bonds [Member] | United States [Member]
Pension plan assets	9	21
Foreign Government And Agency Bonds [Member] | Non-U.S. [Member]
Pension plan assets	31	21
Municipal Bonds [Member]
Pension plan assets	42	17
Commingled Funds [Member] | Equities Funds [Member]
Pension plan assets	366	298
Commingled Funds [Member] | Fixed Income Funds [Member]
Pension plan assets	73	46
Mortgage And Asset Backed Securities [Member]
Pension plan assets	27	26
Real Estate [Member]
Pension plan assets	70	60
Limited Partnerships [Member]
Pension plan assets	20	24
Hedge Funds [Member]
Pension plan assets	196	174
Guaranteed Insurance Contracts [Member]
Pension plan assets		8
Other Items To Reconcile To Fair Value Of Plan Assets [Member]
Pension plan assets	$ (5)	$ 13

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Supplemental Financial Statement Data (Schedule Of Balance Sheets - Inventories) (Details) (USD $) In Millions	Jul. 31, 2011	Aug. 01, 2010
Supplemental Financial Statement Data
Raw materials, containers, and supplies	$ 261	$ 261
Finished products	506	463
Inventories	$ 767	$ 724

XML



Recent Accounting Pronouncements

12 Months Ended

Jul. 31, 2011

Recent Accounting Pronouncements

Recent Accounting Pronouncements

2.  Recent Accounting Pronouncements

In December 2007, the Financial Accounting Standards Board (FASB) issued authoritative guidance which establishes accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. It requires a noncontrolling interest in a subsidiary, which was formerly known as minority interest, to be classified as a separate component of total equity in the consolidated financial statements. The company retrospectively adopted the new noncontrolling interest guidance in the first quarter of fiscal 2010. The adoption did not have a material impact on the financial statements. See Note 10 for additional information.

In December 2007, the FASB issued authoritative guidance for business combinations, which establishes the principles and requirements for how an acquirer recognizes the assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree at the acquisition date, measured at their fair values as of that date with limited exceptions. The guidance requires acquisition-related transaction costs to be expensed as incurred rather than capitalized as a component of the business combination. The provisions as revised were effective as of the first quarter of fiscal 2010 and will be applied to any business combinations entered into thereafter.

In September 2006, the FASB issued authoritative guidance for fair value measurements, which establishes a definition of fair value, provides a framework for measuring fair value and expands the disclosure requirements about fair value measurements. This guidance does not require any new fair value measurements but rather applies to all other accounting pronouncements that require or permit fair value measurements. In February 2008, the FASB issued authoritative guidance which delayed by a year the effective date for certain nonfinancial assets and liabilities. The company adopted the provisions of the guidance for financial assets and liabilities in the first quarter of fiscal 2009. The adoption did not have a material impact on the consolidated financial statements. The company adopted the remaining provisions in the first quarter of fiscal 2010 for nonfinancial assets and liabilities, including goodwill and intangible assets. The adoption likewise did not have a material impact on the consolidated financial statements. See Note 15 for additional information.

In June 2008, the FASB issued authoritative guidance related to the calculation of earnings per share. The guidance provides that unvested share-based payment awards that contain non-forfeitable rights to dividends or dividend equivalents (whether paid or unpaid) are participating securities and shall be included in the computation of earnings per share pursuant to the two-class method. Upon adoption, a company is required to retrospectively adjust its earnings per share data (including any amounts related to interim periods, summaries of earnings and selected financial data) to conform with the new provisions. The company adopted the guidance in the first quarter of fiscal 2010. Prior periods have been restated. See Note 9 for additional information.

In December 2008, the FASB issued additional authoritative guidance related to employers' disclosures about the plan assets of defined benefit pension or other postretirement plans. The required disclosures include a description of how investment allocation decisions are made, major categories of plan assets, valuation techniques used to measure the fair value of plan assets, the impact of measurements using significant unobservable inputs and concentrations of risk within plan assets. The disclosures about plan assets required by this additional guidance must be provided for fiscal years ending after December 15, 2009. The company adopted the provisions in fiscal 2010.  See Note 11 for additional information.

In January 2010, the FASB issued additional authoritative guidance related to fair value measurements and disclosures. The guidance requires disclosure of details of significant transfers in and out of Level 1 and Level 2 fair value measurements. Level 1 fair value measurements are based on unadjusted quoted market prices. Level 2 fair value measurements are based on significant inputs, other than Level 1, that are observable for the asset/liability through corroboration with observable market data. The guidance also clarifies the existing disclosure requirements for the level of disaggregation of fair value measurements and the disclosures on inputs and valuation techniques. The company adopted these provisions in the third quarter of fiscal 2010. The adoption did not have a material impact on the consolidated financial statements. In addition, the guidance requires a gross presentation of the activity within the Level 3 roll forward, separately presenting information about purchases, sales, issuances and settlements. The roll forward information must be provided by the company for the first quarter of fiscal 2012, as the provision is effective for annual reporting periods beginning after December 15, 2010 and for interim reporting periods within those years.

In June 2009, the FASB issued authoritative guidance that changed the consolidation model for variable interest entities. The provisions were effective for the first quarter of fiscal 2011. The adoption did not have a material impact on the company's consolidated financial statements. 

In November 2010, the FASB issued additional authoritative guidance clarifying the required disclosures of supplementary pro forma information for business combinations. The guidance is effective prospectively for business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2010.

In December 2010, the FASB issued additional authoritative guidance on accounting for goodwill. The guidance clarifies the impairment test for reporting units with zero or negative carrying amounts. The guidance is effective for fiscal years and interim periods within those years beginning after December 15, 2011. The company does not expect the adoption to have a material impact on the company's consolidated financial statements. 

In May 2011, the FASB issued further additional authoritative guidance related to fair value measurements and disclosures. The new guidance results in a consistent definition of fair value and common requirements for measurement of and disclosure about fair value between accounting principles generally accepted in the United States (U.S. GAAP) and International Financial Reporting Standards (IFRS). The guidance is effective for fiscal years and interim reporting periods within those years beginning after December 15, 2011. The company is assessing the impact of the guidance.

In June 2011, the FASB issued authoritative guidance requiring entities to present net income and other comprehensive income (OCI) in one continuous statement or two separate, but consecutive, statements of net income and comprehensive income. The option to present items of OCI in the statement of changes in equity has been eliminated. The new requirements are effective for annual reporting periods beginning after December 15, 2011 and for interim reporting periods within those years.

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Fair Value Measurements (Tables)

12 Months Ended

Jul. 31, 2011

Fair Value Measurements

Fair Value Measurement Of Assets And Liabilities

	Fair Value	Fair Value Measurements at			Fair Value	Fair Value Measurements at
	as of	July  31, 2011 Using			as of	August 1, 2010 Using
	July 31,	Fair Value Hierarchy			August 1,	Fair Value Hierarchy
	2011	Level 1	Level 2	Level 3	2010	Level 1	Level 2	Level 3
Assets
Interest rate swaps(1)	$     33	$     —	$    33	$     —	$     46	$     —	$    46	$     —
Foreign exchange forward contracts(2)	—	—	—	—	2	—	2	—
Cross-currency swap contracts(3)	1	—	1	—	17	—	17	—
Commodity derivative contracts(5)	3	3	—	—	4	4	—	—
Total assets at fair value	$     37	$       3	$    34	$     —	$     69	$       4	$    65	$     —
Liabilities
Foreign exchange forward contracts(2)	$       9	$     —	$       9	$     —	$       2	$     —	$       2	$     —
Cross-currency swap contracts(3)	129	—	129	—	38	—	38	—
Deferred compensation derivative contracts(4)	3	—	3	—	2	—	2	—
Commodity derivative contracts(5)	2	2	—	—	1	1	—	—
Deferred compensation obligation(6)...	144	97	47	—	149	95	54	—
Total liabilities at fair value	$  287	$   99	$  188	$     —	$  192	$    96	$    96	$     —

____________

(1)	Based on LIBOR swap rates.
(2)	Based on observable market transactions of spot currency rates and forward rates.
(3)	Based on observable local benchmarks for currency and interest rates.
(4)	Based on LIBOR and equity index swap rates.
(5)	Based on quoted futures exchanges.
(6)	Based on the fair value of the participants' investments.

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Goodwill And Intangible Assets (Tables)

12 Months Ended

Jul. 31, 2011

Goodwill And Intangible Assets

Goodwill

	U.S.       Simple        Meals	U.S.     Beverages	Global Baking and   Snacking	International Simple Meals and Beverages	North      America   Foodservice	Total
Balance at August 2, 2009	$  322	$  112	$   700	$  621	$   146	$   1,901
Foreign currency translation adjustment	—	—	54	(36)	—	18
Balance at August 1, 2010	$  322	$  112	$   754	$  585	$   146	$   1,919
Foreign currency translation adjustment	—	—	160	54	—	214
Balance at July 31, 2011	$ 322	$ 112	$ 914	$ 639	$ 146	$   2,133

Intangible Assets

	2011	2010
Intangible Assets:
Non-amortizable intangible assets	$  515	$  496
Amortizable intangible assets	21	21
	536	517
Accumulated amortization	(9)	(8)
Total net intangible assets	$  527	$  509

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Short-Term Borrowings And Long-Term Debt (Schedule Of Long-Term Debt) (Details) (USD $)	0 Months Ended	12 Months Ended
	Jan. 31, 2009	Jul. 31, 2011		Aug. 01, 2010
Fixed-rate borrowings		$ 1,000,000		$ 1,000,000
Capital leases				1,000,000
Other		27,000,000	[1]	43,000,000	[1]
Total		2,427,000,000		2,645,000,000
Less current portion				700,000,000
Total long-term debt		2,427,000,000		1,945,000,000
6.75% Notes [Member]
Fiscal Year of Maturity				2011
Rate				6.75%
Notes				700,000,000
5.00% Notes [Member]
Fiscal Year of Maturity		2013		2013
Rate		5.00%		5.00%
Notes		400,000,000		400,000,000
4.88% Notes [Member]
Fiscal Year of Maturity		2014		2014
Rate		4.88%		4.88%
Notes		300,000,000		300,000,000
3.38% Notes [Member]
Fiscal Year of Maturity		2015		2015
Rate		3.38%		3.38%
Notes		300,000,000		300,000,000
3.05% Notes [Member]
Fiscal Year of Maturity		2017		2017
Rate		3.05%		3.05%
Notes		400,000,000		400,000,000
4.50% Notes [Member]
Fiscal Year of Maturity	2019	2019		2019
Rate	4.50%	4.50%		4.50%
Notes	300,000,000	300,000,000		300,000,000
4.25% Notes [Member]
Fiscal Year of Maturity		2021
Rate		4.25%
Notes		500,000,000
8.88% Debentures [Member]
Fiscal Year of Maturity		2021		2021
Rate		8.88%		8.88%
Debentures		$ 200,000,000		$ 200,000,000

[1] Other includes unamortized net premium/discount on debt issuances and amounts related to interest rate swaps designated as fair-value hedges. For additional information on fair-value interest rate swaps, see Note 14.

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Business And Geographic Segment Information (Additional Product Information For Net Sales) (Details) (USD $) In Millions	3 Months Ended								12 Months Ended
	Jul. 31, 2011	May 01, 2011	Jan. 30, 2011	Oct. 31, 2010	Aug. 01, 2010	May 02, 2010	Jan. 31, 2010	Nov. 01, 2009	Jul. 31, 2011	Aug. 01, 2010	Aug. 02, 2009
Net sales	$ 1,607	$ 1,813	$ 2,127	$ 2,172	$ 1,518	$ 1,802	$ 2,153	$ 2,203	$ 7,719	$ 7,676	$ 7,586
Simple Meals [Member]
Net sales									4,437	4,594	4,674
Baked Snacks [Member]
Net sales									2,321	2,129	1,995
Beverages [Member]
Net sales									$ 961	$ 953	$ 917

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Business And Geographic Segment Information (Geographic Area Information, Long-Lived Assets) (Details) (USD $) In Millions	Jul. 31, 2011		Aug. 01, 2010		Aug. 02, 2009
Long-lived assets	$ 2,103		$ 2,051		$ 1,977
United States [Member]
Long-lived assets	1,281		1,279		1,388
Europe [Member]
Long-lived assets	102		104		119
Australia/Asia Pacific [Member]
Long-lived assets	384		326		283
Other Countries [Member]
Long-lived assets	109		105		108
Corporate [Member]
Long-lived assets	$ 227	[1]	$ 237	[1]	$ 79	[1]

[1] Represents primarily corporate offices.

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Goodwill And Intangible Assets (Intangible Assets) (Details) (USD $) In Millions	Jul. 31, 2011	Aug. 01, 2010
Goodwill And Intangible Assets
Non-amortizable intangible assets	$ 515	$ 496
Amortizable intangible assets	21	21
Gross intangible assets	536	517
Accumulated amortization	(9)	(8)
Total net intangible assets	$ 527	$ 509

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Restructuring Charges (Schedule Of Restructuring Activity And Related Reserves) (Details) (USD $) In Millions	12 Months Ended
	Jul. 31, 2011	Aug. 01, 2010		Aug. 02, 2009		Aug. 03, 2008
Listowel, Canada And Miranda, Australia [Member]
Severance, asset impairment, and accelerated depreciation						$ 45
2011 Initiatives [Member]
Accrued beginning balance
Charges	63
Cash payments	(2)
Accrued ending balance	39
2011 Initiatives [Member] | Severance Pay And Benefits [Member]
Accrued beginning balance
Charges	37
Cash payments	(2)
Accrued ending balance	35
2011 Initiatives [Member] | Asset Impairment/Accelerated Depreciation [Member]
Accrued beginning balance
Charges	22
2011 Initiatives [Member] | Other Exit Costs [Member]
Accrued beginning balance
Charges	4
Accrued ending balance	4
2008 Initiatives [Member]
Charges		12		22		182	[1]
Employee severance and benefit costs				1
2008 Initiatives [Member] | Severance Pay And Benefits [Member]
Accrued beginning balance	1	4		37
Charges		12		1		45	[1]
Cash payments	(1)	(3)		(26)		(4)
Pension termination benefits		(12)	[2]	(2)	[2]	(4)	[2]
Foreign currency translation adjustment				(6)
Accrued ending balance		1		4		37
2008 Initiatives [Member] | Asset Impairment/Accelerated Depreciation [Member]
Charges				17		137	[1]
2008 Initiatives [Member] | Other Exit Costs [Member]
Charges				4
Sale Of Certain Australian Salty Snack Food Brands And Assets [Member]
Pre-tax loss on sale						120
Employee severance and benefit costs						$ 17

[1] In 2008, as part of the initiatives, the company sold certain Australian salty snack food brands and assets, which were part of Global Baking and Snacking, and recorded a pre-tax net loss of $120 on the sale. The company streamlined its management structure and eliminated certain overhead costs. These actions began in the fourth quarter of 2008 and were substantially completed in 2009. In connection with this action, the company recorded $17 in employee severance and benefit costs in 2008. The company also recognized $45 in costs associated with the closures of the Listowel, Canada, and Miranda, Australia, facilities.

[2] (2) Pension termination benefits are recognized in Other Liabilities and Accumulated Other Compensation Income/(Loss). See Note 11.

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Divestitures

12 Months Ended

Jul. 31, 2011

Divestitures

Divestitures

3.  Divestitures

Discontinued Operations

On March 18, 2008, the company completed the sale of its Godiva Chocolatier business for $850. The purchase price was subject to certain post-closing adjustments, which resulted in an additional $20 of proceeds. The company has reflected the results of this business as discontinued operations in the consolidated statements of earnings. The company used approximately $600 of the net proceeds to purchase company stock. The company recognized a $4 benefit in 2009 as a result of an adjustment to the tax liability associated with the sale.

Other Divestitures

In July 2008, the company entered into an agreement to sell its sauce and mayonnaise business comprised of products sold under the Lesieur brand in France. The company recorded a pre-tax impairment charge of $2 to adjust the net assets to estimated realizable value in 2008. The sale was completed on September 29, 2008 and resulted in $36 of proceeds. The purchase price was subject to working capital and other post-closing adjustments, which resulted in an additional $6 of proceeds. The business was historically included in the International Simple Meals and Beverages segment.

The company has provided certain indemnifications in connection with the divestitures. Known exposures related to such matters are not material.

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Pension And Postretirement Benefits (Schedule Of Amounts Recognized In The Consolidated Balance Sheets) (Details) (USD $) In Millions	Jul. 31, 2011	Aug. 01, 2010
Pension [Member]
Accrued liabilities	$ (10)	$ (8)
Other liabilities	(319)	(500)
Net amount recognized	(329)	(508)
Net actuarial loss	1,179	1,263
Prior service credit	(3)	(1)
Total	1,176	1,262
Postretirement [Member]
Accrued liabilities	(30)	(30)
Other liabilities	(344)	(332)
Net amount recognized	(374)	(362)
Net actuarial loss	95	87
Prior service credit	(9)	(10)
Total	$ 86	$ 77

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Commitments And Contingencies (Tables)

12 Months Ended

Jul. 31, 2011

Commitments And Contingencies

Schedule Of Future Minimum Annual Rental Payments

2012	2013	2014	2015	2016	Thereafter
$  45	$  34	$  29	$  24	$  22	$  52

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Valuation And Qualifying Accounts

12 Months Ended

Jul. 31, 2011

Valuation And Qualifying Accounts

Valuation And Qualifying Accounts

CAMPBELL SOUP COMPANY

Valuation and Qualifying Accounts

For the Fiscal Years ended July 31, 2011, August 1, 2010, and August 2, 2009

(Dollars in millions)

	Balance at Beginning of Period	Charged to/ (Reduction In) Costs and Expenses	Deductions	Balance at End of Period
Fiscal year ended July 31, 2011
Cash discount	$           5	$      113	$     (113)	$            5
Bad debt reserve	4	2	(4)	2
Returns reserve (1)	8	(2)	(2)	4
Total Accounts receivable allowances	$        17	$      113	$     (119)	$         11
Fiscal year ended August 1, 2010
Cash discount	$           5	$      116	$     (116)	$            5
Bad debt reserve	3	2	(1)	4
Returns reserve (1)	11	(3)	—	8
Total Accounts receivable allowances	$        19	$      115	$     (117)	$         17
Fiscal year ended August 2, 2009
Cash discount	$           5	$      116	$     (116)	$            5
Bad debt reserve	5	1	(3)	3
Returns reserve (1)	11	—	—	11
Total Accounts receivable allowances	$        21	$      117	$     (119)	$         19

(1)The returns reserve is evaluated quarterly and adjusted accordingly. During each period, returns are charged to net sales in the Consolidated Statements of Earnings as incurred. Actual returns were approximately $145 in 2011, $130 in 2010, and $140 in 2009, or less than 2% of net sales.

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Stock-Based Compensation (Assumptions Used In Monte Carlo Simulation) (Details)	3 Months Ended			12 Months Ended
	Oct. 31, 2010	Nov. 01, 2009	Nov. 02, 2008	Jul. 31, 2011	Aug. 01, 2010	Aug. 02, 2009
Stock-Based Compensation
Risk-free interest rate	0.59%	1.27%	2.06%
Expected dividend yield	3.00%	3.06%	2.46%
Expected volatility	23.71%	24.83%	18.57%
Expected term, years				3	3	3

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Acquisitions (Narrative) (Details) (Ecce Panis, Inc. [Member], USD $) In Millions	May 04, 2009
Ecce Panis, Inc. [Member]
Purchase price of Ecce Panis, Inc.	$ 66
Portion of purchase price allocated to intangible assets	$ 46

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Taxes On Earnings (Schedule Of Provision For Income Taxes On Earnings From Continuing Operations) (Details) (USD $) In Millions	12 Months Ended
	Jul. 31, 2011	Aug. 01, 2010	Aug. 02, 2009
Taxes On Earnings
Currently payable, Federal	$ 215	$ 253	$ 145
Currently payable, State	27	46	12
Currently payable, Non-U.S.	78	45	46
Currently payable	320	344	203
Deferred, Federal	47	38	142
Deferred, State	(2)	1	9
Deferred, Non-U.S.	1	15	(7)
Deferred tax expense	46	54	144
Taxes on earnings	366	398	347
Earnings from continuing operations before income taxes, United States	944	1,051	976
Earnings from continuing operations before income taxes, Non-U.S.	224	191	103
Earnings before taxes	$ 1,168	$ 1,242	$ 1,079

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Supplemental Financial Statement Data (Schedule Of Balance Sheets - Other Assets) (Details) (USD $) In Millions	Jul. 31, 2011	Aug. 01, 2010
Supplemental Financial Statement Data
Fair value of derivatives	$ 20	$ 34
Deferred taxes	47	21
Other	69	55
Other assets	$ 136	$ 110

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Financial Instruments (Derivatives Not Designated As Hedges) (Details) (USD $) In Millions	12 Months Ended
	Jul. 31, 2011	Aug. 01, 2010
Amount of Gain or (Loss) Recognized in Earnings on Derivatives	$ (81)	$ (11)
Foreign Exchange Contracts [Member] | Other Expenses/Income [Member]
Amount of Gain or (Loss) Recognized in Earnings on Derivatives		(8)
Foreign Exchange Contracts [Member] | Cost of Products Sold [Member]
Amount of Gain or (Loss) Recognized in Earnings on Derivatives	(1)
Cross-currency Swap Contracts [Member] | Other Expenses/Income [Member]
Amount of Gain or (Loss) Recognized in Earnings on Derivatives	(88)	(12)
Commodity Derivative Contracts [Member] | Cost of Products Sold [Member]
Amount of Gain or (Loss) Recognized in Earnings on Derivatives	7
Equity Contracts [Member] | Administrative Expense [Member]
Amount of Gain or (Loss) Recognized in Earnings on Derivatives	$ 1	$ 9

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Pension And Postretirement Benefits (Weighted-Average Assumptions Used to Determine Benefit Obligations) (Details)	Jul. 31, 2011	Aug. 01, 2010
Pension [Member]
Discount rate	5.41%	5.46%
Rate of compensation increase	3.31%	3.29%
Postretirement [Member]
Discount rate	5.00%	5.25%
Rate of compensation increase	3.25%	3.25%

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Restructuring Charges (Schedule Of Pre-Tax Charge And Remaining Costs, 2011 Initiatives) (Details) (2011 Initiatives [Member], USD $) In Millions	12 Months Ended
	Jul. 31, 2011
Total Program	$ 12
Recognized Costs	(63)
Remaining Costs to be Recognized	12
Severance Pay And Benefits [Member]
Total Program	40
Recognized Costs	(37)
Remaining Costs to be Recognized	3
Asset Impairment/Accelerated Depreciation [Member]
Total Program	25
Recognized Costs	(22)
Remaining Costs to be Recognized	3
Other Exit Costs [Member]
Total Program	10
Recognized Costs	(4)
Remaining Costs to be Recognized	6
Total Program [Member]
Total Program	$ 75

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Restructuring Charges (Tables)

12 Months Ended

36 Months Ended

Jul. 31, 2011

2011 Initiatives [Member]

Aug. 01, 2010

2008 Initiatives [Member]

Schedule Of Pre-Tax Charge And Remaining Costs

		Recognized	Remaining
	Total	as of	Costs to be
	Program	July 31, 2011	Recognized
Severance pay and benefits	$           40	$                (37)	$                    3
Asset impairment/accelerated depreciation	25	(22)	3
Other exit costs	10	(4)	6
Total	$           75	$              (63)	$                12

		Change
	Total	in	Recognized
	Program	Estimate(1)	2008- 2010
Severance pay and benefits	$           62	$                  (4)	$                 58
Asset impairment/accelerated depreciation	158	(4)	154
Other exit costs	10	(6)	4
Total	$        230	$                 (14)	$               216

____________

(1) Primarily due to foreign currency translation.

Schedule Of Restructuring Activity And Related Reserves

	Accrued		2011	Accrued
	Balance at	2011	Cash	Balance at
	August 1, 2010	Charges	Payments	July 31, 2011
Severance pay and benefits	$                  —	$           37	$             (2)	$                35
Asset impairment/accelerated depreciation	—	22
Other exit costs	—	4	—	4
Total	$                  —	$           63	$             (2)	$                39

	Severance Pay and Benefits	Asset Impairment/ Accelerated Depreciation	Other Exit Costs	Total
Accrued balance at July 29, 2007	$           —
2008 charge (1)	45	137	—	$   182
Cash payments	(4)
Pension termination benefits (2)	(4)
Accrued balance at August 3, 2008	37
2009 charge	1	17	4	$    22
Cash payments	(26)
Pension termination benefits (2)	(2)
Foreign currency translation adjustment	(6)
Accrued balance at August 2, 2009	4
2010 charge	12	—	—	$    12
Cash payments	(3)
Pension termination benefits (2)	(12)
Accrued balance at August 1, 2010	1
Cash payments	(1)
Accrued balance at July 31, 2011	$—
(1)  In 2008, as part of the initiatives, the company sold certain Australian salty snack food brands and assets, which were part of Global Baking and Snacking, and recorded a pre-tax net loss of $
(2)  Pension termination benefits are recognized in Other Liabilities and Accumulated Other Compensation Income/(Loss). See Note 11.

Schedule Of Restructuring Charges Associated With Each Reportable Segment

	U.S.       Simple        Meals	U.S.     Beverages	Global Baking and Snacking	International Simple Meals and Beverages	North      America   Foodservice	Corporate	Total
Severance pay and benefits	$     10	$       3	$     12	$         10	$       1	$       1	$ 37
Asset impairment/accelerated depreciation	20	—	—	2	—	—	22
Other exit costs	1	—	—	—	—	3	4
	$ 31	$  3	$  12	$  12	$  1	$  4	$ 63

	Global Baking and Snacking	International Simple Meals and Beverages	North    America Foodservice	Total
Severance pay and benefits	$    14	$     9	$  35	$     58
Asset impairment/accelerated depreciation	131	—	23	154
Other exit costs	2	—	2	4
	$  147	$     9	$  60	$  216

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Stock-Based Compensation (Tables)

12 Months Ended

Jul. 31, 2011

Schedule Of Stock Option Activity

	2011	Weighted-   Average   Exercise     Price	Weighted-    Average Remaining Contractual        Life		Aggregate   Intrinsic     Value
	(Options in thousands)			(In years)
Beginning of year	12,473	$  26.47
Granted	—	$        —
Exercised	(3,737)	$  26.97
Terminated	(30)	$  33.82
End of year	8,706	$  26.23	2.2		$  59
Exercisable at end of year	8,706	$  26.23	2.2		$  59

Time-lapse Restricted Units And EPS Performance Restricted Units

	Shares/Units	Weighted-Average       Grant-Date       Fair Value
	(Restricted stock/units in thousands)
Nonvested at August 1, 2010	2,395	$  35.05
Granted	1,585	$  35.64
Vested	(1,113)	$  35.74
Forfeited	(157)	$  35.11
Nonvested at July 31, 2011	2,710	$  35.11

TSR Performance Restricted Stock Units, Assumptions Used In Monte Carlo Simulation

	2011	2010	2009
Risk-free interest rate	0.59%	1.27%	2.06%
Expected dividend yield	3.00%	3.06%	2.46%
Expected volatility	23.71%	24.83%	18.57%
Expected term	3 yrs.	3 yrs.	3 yrs.

T.S.R. Performance Restricted Stock Units [Member]

TSR Performance Restricted Stock Units

	Shares/Units	Weighted-Average       Grant-Date       Fair Value
	(Restricted stock/units in thousands)
Nonvested at August 1, 2010	3,581	$  38.02
Granted	1,255	$  43.18
Vested	(1,062)	$  34.65
Forfeited	(343)	$  39.74
Nonvested at July 31, 2011	3,431	$  40.78

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Comprehensive Income (Tables)

12 Months Ended

Jul. 31, 2011

Comprehensive Income

Components Of Accumulated Other Comprehensive Income

	2011	2010
Foreign currency translation adjustments, net of tax(1)	$    396	$    132
Cash-flow hedges, net of tax(2)	(20)	(18)
Unamortized pension and postretirement benefits, net of tax(3):
Net actuarial loss	(809)	(856)
Prior service credit	6	6
Total Accumulated other comprehensive loss	$   (427)	$   (736)

____________

(1)	Includes a tax expense of $4 in 2011 and a tax benefit of $1 in 2010.  The amount related to noncontrolling interests was not material.
(2)	Includes a tax benefit of $11 in 2011 and $10 in 2010.
(3)	Includes a tax benefit of $459 in 2011 and $489 in 2010.

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Pension And Postretirement Benefits

12 Months Ended

Jul. 31, 2011

Pension And Postretirement Benefits

Pension And Postretirement Benefits

11.  Pension and Postretirement Benefits

Pension Benefits — The company sponsors a number of noncontributory defined benefit pension plans to provide retirement benefits to all eligible U.S. and non-U.S. employees. The benefits provided under these plans are based primarily on years of service and compensation levels. In 1999, the company implemented significant amendments to certain U.S. pension plans. Under a new formula, retirement benefits are determined based on percentages of annual pay and age. To minimize the impact of converting to the new formula, service and earnings credit continues to accrue for active employees participating in the plans under the old formula prior to the amendments through the year 2014. Employees will receive the benefit from either the new or old formula, whichever is higher. Benefits become vested upon the completion of three years of service. Benefits are paid from funds previously provided to trustees and insurance companies or are paid directly by the company from general funds. Effective as of January 1, 2011, the company's U.S. pension plans were amended so that employees hired or rehired on or after that date and who are not covered by collective bargaining agreements will not be eligible to participate in the plans.

Postretirement Benefits — The company provides postretirement benefits including health care and life insurance to substantially all retired U.S. employees and their dependents. The company established retiree medical account benefits for eligible U.S. retirees. The accounts were intended to provide reimbursement for eligible health care expenses on a tax-favored basis. Effective as of January 1, 2011, the retirement medical program was amended to eliminate the retiree medical account benefit for employees not covered by collective bargaining agreements. To preserve the benefit for employees close to retirement age, the retiree medical account will be available to employees who were at least age 50 with at least 10 years of service as of December 31, 2010, and who satisfy the other eligibility requirements for the retiree medical program.

The company uses the fiscal year end as the measurement date for the benefit plans.

Components of net periodic benefit cost:

	Pension
	2011	2010	2009
Service cost	$      58	$      55	$      46
Interest cost	121	121	122
Expected return on plan assets	(178)	(170)	(163)
Amortization of prior service cost	1	1	1
Recognized net actuarial loss	70	49	19
Settlement (gains)/costs	(1)	12	—
Special termination benefits	—	—	2
Net periodic pension expense	$      71	$      68	$      27

The settlement costs in 2010 are related to the closure of a plant in Canada. The settlement costs are included in Restructuring charges in the Consolidated Statements of Earnings. See Note 7 for additional information.

The estimated net actuarial loss that will be amortized from Accumulated other comprehensive loss into net periodic pension cost during 2012 is $75.

	Postretirement
	2011	2010	2009
Service cost	$     3	$    3	$     3
Interest cost	18	19	22
Amortization of prior service cost/(credit)	(1)	1	1
Recognized net actuarial loss	7	1	—
Net periodic postretirement expense	$  27	$  24	$  26

The estimated prior service credit and net actuarial loss that will be amortized from Accumulated other comprehensive loss into net periodic postretirement expense during 2012 are $1 and $9, respectively.

Change in benefit obligation:

	Pension		Postretirement
	2011	2010	2011	2010
Obligation at beginning of year	$   2,275	$   2,077	$  362	$  340
Service cost	58	55	3	3
Interest cost	121	121	18	19
Actuarial loss	61	181	15	50
Participant contributions	—	—	5	4
Benefits paid	(146)	(148)	(34)	(39)
Medicare subsidies	—	—	5	3
Other	(4)	(2)	—	—
Plan amendments	(1)	—	—	(18)
Settlement	(8)	(21)	—	—
Foreign currency adjustment	32	12	—	—
Benefit obligation at end of year	$   2,388	$   2,275	$  374	$  362

Change in the fair value of pension plan assets:

	2011	2010
Fair value at beginning of year	$   1,767	$   1,415
Actual return on plan assets	266	222
Employer contributions	144	284
Benefits paid	(139)	(142)
Settlement	(6)	(21)
Foreign currency adjustment	27	9
Fair value at end of year	$   2,059	$   1,767

Amounts recognized in the Consolidated Balance Sheets:

	Pension		Postretirement
	2011	2010	2011	2010
Accrued liabilities	$       (10)	$         (8)	$     (30)	$     (30)
Other liabilities	(319)	(500)	(344)	(332)
Net amount recognized	$     (329)	$     (508)	$   (374)	$   (362)
Amounts recognized in accumulated other comprehensive loss consist of:
Net actuarial loss	$   1,179	$   1,263	$       95	$      87
Prior service credit	(3)	(1)	(9)	(10)
Total	$   1,176	$   1,262	$        86	$      77

The changes in other comprehensive loss associated with pension benefits included the reclassification of actuarial losses into earnings of $70 and $49 in 2011 and 2010, respectively. The remaining changes in other comprehensive loss associated with pension benefits were primarily due to net actuarial losses arising during the period and the impact of foreign currency.

The change in other comprehensive loss associated with postretirement benefits in 2011 was primarily due to net actuarial losses arising during the period. The change in other comprehensive loss associated with postretirement benefits in 2010 included $50 of net actuarial losses arising during the period and $18 of prior service credit.

The following table provides information for pension plans with accumulated benefit obligations in excess of plan assets:

	2011	2010
Projected benefit obligation	$   2,194	$  2,261
Accumulated benefit obligation	$   2,131	$  2,140
Fair value of plan assets	$   1,891	$  1,757

The accumulated benefit obligation for all pension plans was $2,299 at July 31, 2011 and $2,148 at August 1, 2010.

Weighted-average assumptions used to determine benefit obligations at the end of the year:

	Pension		Postretirement
	2011	2010	2011	2010
Discount rate	5.41%	5.46%	5.00%	5.25%
Rate of compensation increase	3.31%	3.29%	3.25%	3.25%

Weighted-average assumptions used to determine net periodic benefit cost for the years ended:

Pension	2011	2010	2009
Discount rate	5.46%	6.00%	6.87%
Expected return on plan assets	8.15%	8.13%	8.60%
Rate of compensation increase	3.29%	3.29%	3.97%

The discount rate is established as of the company's fiscal year-end measurement date. In establishing the discount rate, the company reviews published market indices of high-quality debt securities, adjusted as appropriate for duration. In addition, independent actuaries apply high-quality bond yield curves to the expected benefit payments of the plans. The expected return on plan assets is a long-term assumption based upon historical experience and expected future performance, considering the company's current and projected investment mix. This estimate is based on an estimate of future inflation, long-term projected real returns for each asset class, and a premium for active management.

The discount rate used to determine net periodic postretirement expense was 5.25% in 2011, 6.00% in 2010, and 7.00% in 2009.

Assumed health care cost trend rates at the end of the year:

	2011	2010
Health care cost trend rate assumed for next year	8.25%	8.25%
Rate to which the cost trend rate is assumed to decline (ultimate trend rate)	4.50%	4.50%
Year that the rate reaches the ultimate trend rate	2019	2018

A one-percentage-point change in assumed health care costs would have the following effects on 2011 reported amounts:

	Increase	Decrease
Effect on service and interest cost	$     1	$     (1)
Effect on the 2011 accumulated benefit obligation	$  20	$   (18)

Pension Plan Assets

The fundamental goal underlying the investment policy is to ensure that the assets of the plans are invested in a prudent manner to meet the obligations of the plans as these obligations come due. The primary investment objectives include providing a total return which will promote the goal of benefit security by attaining an appropriate ratio of plan assets to plan obligations, to provide for real asset growth while also tracking plan obligations, to diversify investments across and within asset classes, to reduce the impact of losses in single investments, and to follow investment practices that comply with applicable laws and regulations.

The primary policy objectives will be met by investing assets to achieve a reasonable tradeoff between return and risk relative to the plans' obligations. This includes investing a portion of the assets in funds selected in part to hedge the interest rate sensitivity to plan obligations. 

The portfolio includes investments in the following asset classes: fixed income, equity, real estate and alternatives. Fixed income will provide a moderate expected return and partially hedge the exposure to interest rate risk of the plans' obligations. Equities are used for their high expected return. Additional asset classes are used to provide diversification.

Asset allocation is monitored on an ongoing basis relative to the established asset class targets. The interaction between plan assets and benefit obligations is periodically studied to assist in the establishment of strategic asset allocation targets. The investment policy permits variances from the targets within certain parameters. Asset rebalancing occurs when the underlying asset class allocations move outside these parameters, at which time the asset allocation is rebalanced back to the policy target weight.

The company's year-end pension plan weighted-average asset allocations by category were:

	Strategic   Target	2011	2010
Equity securities	51%	50%	49%
Debt securities	35%	35%	34%
Real estate and other	14%	15%	17%
Total	100%	100%	100%

The company is required to categorize pension plan assets based on the following fair value hierarchy:

·Level 1: Observable inputs that reflect quoted prices (unadjusted) for identical assets in active markets.

·Level 2: Inputs other than quoted prices included in Level 1 that are observable for the asset through corroboration with observable market data.

·Level 3: Unobservable inputs that reflect the reporting entity's own assumptions.

The following table presents the company's pension plan assets by asset category at July 31, 2011 and August 1, 2010:

	Fair Value	Fair Value Measurements at			Fair Value	Fair Value Measurements at
	as of	July  31, 2011 Using			as of	August 1, 2010 Using
	July 31,	Fair Value Hierarchy			August 1,	Fair Value Hierarchy
	2011	Level 1	Level 2	Level 3	2010	Level 1	Level 2	Level 3
Asset category
Short-term investments	$     65	$    5	$     60	$  —	$     60	$    5	$     55	$  —
Equities:
U.S	396	396	—	—	308	308	—	—
Non-U.S	267	267	—	—	245	245	—	—
Corporate bonds:
U.S	414	—	414	—	357	—	357	—
Non-U.S	88	—	88	—	89	—	89	—
Government and agency bonds:
U.S	9	—	9	—	21	—	21	—
Non-U.S	31	—	31	—	21	—	21	—
Municipal Bonds	42	—	42	—	17	—	17	—
Commingled funds:
Equities	366	—	366	—	298	—	298	—
Fixed Income	73	—	73	—	46	—	46	—
Mortgage and asset backed securities	27	—	27	—	26	—	26	—
Real estate	70	7	44	19	60	4	38	18
Limited partnerships	20	—	—	20	24	—	—	24
Hedge funds	196	—	196	—	174	—	174	—
Guaranteed insurance contracts	—	—	—	—	8	—	—	8
Total	$2,064	$675	$1,350	$39	$ 1,754	$562	$1,142	$  50
Other items to reconcile to fair value of plan assets	(5)				13
Total pension assets at fair value	$2,059				$ 1,767

Short-term investments – Investments include cash and cash equivalents, and various short-term debt instruments and short-term investment funds. Institutional short-term investment vehicles valued daily are classified as Level 1 at cost which approximates market value. Other investment vehicles are valued based upon a net asset value and are classified as Level 2.

Equities – Common stocks and preferred stocks are classified as Level 1 and are valued using quoted market prices in active markets.

Corporate bonds – These investments are valued based on quoted market prices, yield curves and pricing models using current market rates.

Government and agency bonds – These investments are generally valued based on bid quotations and recent trade data for identical or similar obligations.

Municipal bonds – These investments are valued based on quoted market prices, yield curves and pricing models using current market rates.

Commingled funds – Investments in commingled funds are classified as Level 2 assets as the funds are not traded in active markets. Commingled funds are valued based on the unit values of such funds. Unit values are based on the fair value of the underlying assets of the funds derived from inputs principally based on quoted market prices in an active market or corroborated by observable market data by correlation or other means.

Mortgage and asset backed securities – Fair value is based on prices obtained from third party pricing sources.  The prices from third party pricing sources may be based on bid quotes from dealers and recent trade data. Mortgage backed securities are traded in the over-the-counter market.

Real estate – Real estate investments consist of real estate investment trusts and property funds.  Real estate investment trusts are classified as Level 1 and are valued based on quoted market prices. Property funds are classified as either Level 2 or Level 3 depending upon whether liquidity is limited or there are few observable market participant transactions. Fair value is based on third party appraisals.

Limited partnerships – Investments in limited partnerships are valued based upon valuations provided by the general partners of the funds. The values of limited partnerships are based upon an assessment of each underlying investment, incorporating valuations that consider the evaluation of financing and sales transactions with third parties, expected cash flows, and market-based information, including comparable transactions and performance multiples among other factors. The investments are classified as Level 3 since the valuation is determined using unobservable inputs.

Hedge funds – Hedge fund investments include hedge funds valued based upon a net asset value derived from the fair value of underlying securities and are therefore classified as Level 2 assets. Hedge fund investments may include long and short positions in equity and fixed income securities, derivative instruments such as futures and options, commodities, and other types of securities. 

Guaranteed insurance contracts – These assets are classified as Level 3 assets as they are valued using unobservable inputs. Guaranteed insurance contracts are valued based on the discounted stream of guaranteed benefit payments at a market rate increased for expected future profit sharing. The expected excess return is equal to expected indexation granted to participants. The discounted stream of guaranteed benefit payments is calculated based on the expected mortality rates of plan participants.

Other items to reconcile to fair value of plan assets included net accrued interest and dividends receivable, amounts due for securities sold, amounts payable for securities purchased, and other payables.

The following table summarizes the changes in fair value of Level 3 investments for the years ended July 31, 2011 and August 1, 2010:

	Real Estate	Limited Partnerships	Guaranteed Insurance Contracts	Total
Fair value at August 1, 2010	$             18	$             24	$               8	$             50
Actual return on plan assets	4	4	(2)	6
Purchases	—	—	—	—
Sales	(3)	(8)	—	(11)
Settlements	—	—	(6)	(6)
Transfers out of Level 3	—	—	—	—
Fair value at July 31, 2011	$             19	$             20	$             —	$             39

	Real Estate	Limited Partnerships	Guaranteed Insurance Contracts	Total
Fair value at August 2, 2009	$             32	$             31	$               5	$             68
Actual return on plan assets	(2)	(4)	2	(4)
Purchases	—	—	1	1
Sales	(1)	(3)	—	(4)
Settlements	—	—	—	—
Transfers out of Level 3	(11)	—	—	(11)
Fair value at August 1, 2010	$             18	$             24	$               8	$             50

The company contributed $55 to U.S. plans in the first quarter of 2012. Additional contributions to U.S. plans are not expected in 2012. Contributions to non-U.S. plans are expected to be approximately $10 in 2012.

Estimated future benefit payments are as follows:

	Pension	Postretirement
2012	$     147	$     30
2013	$     150	$     31
2014	$     150	$     31
2015	$     154	$     32
2016	$     158	$     32
2017-2021	$     856	$   163

The benefit payments include payments from funded and unfunded plans.

Estimated future Medicare subsidy receipts are approximately $3 annually from 2012 through 2016, and $15 cumulatively for the period 2017 through 2021.

Savings Plan — The company sponsors employee savings plans which cover substantially all U.S. employees. Effective January 1, 2011, the company provides a matching contribution of 100% of employee contributions up to 4% of compensation for employees who are not covered by collective bargaining agreements. Employees hired or rehired on or after January 1, 2011 who will not be eligible to participate in the defined benefit plans and who are not covered by collective bargaining agreements receive a contribution equal to 3% of compensation regardless of their participation in the Savings Plan. Prior to January 1, 2011, the company provided a matching contribution of 60% (50% at certain locations) of the employee contributions up to 5% of compensation after one year of continued service. Amounts charged to Costs and expenses were $20 in 2011, $17 in 2010, and $18 in 2009.

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Business And Geographic Segment Information (Schedule Of Segment Reporting - Capital Expenditures) (Details) (USD $) In Millions	12 Months Ended
	Jul. 31, 2011		Aug. 01, 2010		Aug. 02, 2009
Capital Expenditures	$ 272		$ 315		$ 345
U.S. Simple Meals And U.S. Beverages [Member]
Capital Expenditures	126		139		177
Global Baking And Snacking [Member]
Capital Expenditures	73		81		58
International Simple Meals And Beverages [Member]
Capital Expenditures	36		26		34
North America Foodservice [Member]
Capital Expenditures	3		3		17
Corporate [Member]
Capital Expenditures	$ 34	[1]	$ 66	[1]	$ 59	[1]

[1] Represents unallocated corporate expenses and unallocated assets.

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Pension And Postretirement Benefits (Schedule Of Effect Of One-Percentage-Point Change In Assumed Health Care Costs) (Details) (USD $) In Millions	12 Months Ended
	Jul. 31, 2011
Pension And Postretirement Benefits
Effect on service and interest cost, Increase	$ 1
Effect on the 2011 accumulated benefit obligation, Increase	20
Effect on service and interest cost, Decrease	(1)
Effect on the 2011 accumulated benefit obligation, Decrease	$ (18)

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Pension And Postretirement Benefits (Schedule Of Change In Benefit Obligation) (Details) (USD $) In Millions	12 Months Ended
	Jul. 31, 2011	Aug. 01, 2010	Aug. 02, 2009
Benefits paid	$ (139)	$ (142)
Settlement	(6)	(21)
Pension [Member]
Obligation at beginning of year	2,275	2,077
Service cost	58	55	46
Interest cost	121	121	122
Actuarial loss	61	181
Participant contributions
Benefits paid	(146)	(148)
Medicare subsidies
Other	(4)	(2)
Plan amendments	(1)
Settlement	(8)	(21)
Foreign currency adjustment	32	12
Benefit obligation at end of year	2,388	2,275	2,077
Postretirement [Member]
Obligation at beginning of year	362	340
Service cost	3	3	3
Interest cost	18	19	22
Actuarial loss	15	50
Participant contributions	5	4
Benefits paid	(34)	(39)
Medicare subsidies	5	3
Other
Plan amendments		(18)
Settlement
Foreign currency adjustment
Benefit obligation at end of year	$ 374	$ 362	$ 340

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Taxes On Earnings (Schedule Of Reconciliation Of Activity Related To Unrecognized Tax Benefit) (Details) (USD $) In Millions	12 Months Ended
	Jul. 31, 2011	Aug. 01, 2010	Aug. 02, 2009
Taxes On Earnings
Balance at beginning of year	$ 36	$ 42	$ 54
Increases related to prior-year tax positions	6	14
Decreases related to prior-year tax positions	(4)	(11)	(11)
Increases related to current-year tax positions	9	4	4
Settlements		(11)	(2)
Lapse of statute	(4)	(2)	(3)
Balance at end of year	$ 43	$ 36	$ 42

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Restructuring Charges (Narrative) (Details) (USD $) In Millions, except Per Share data, unless otherwise specified	12 Months Ended					3 Months Ended	12 Months Ended																	3 Months Ended	12 Months Ended		36 Months Ended							12 Months Ended	36 Months Ended	1 Months Ended	12 Months Ended		3 Months Ended	12 Months Ended
	Jul. 31, 2011	Aug. 01, 2010	Jul. 31, 2011 Australia [Member] 2011 Initiatives [Member]	Jul. 31, 2011 Camden, New Jersey [Member] 2011 Initiatives [Member] Salaried Workforce [Member]	Jul. 31, 2011 Moscow [Member] 2011 Initiatives [Member]	Jul. 31, 2011 2011 Initiatives [Member]	Jul. 31, 2011 2011 Initiatives [Member]	Jul. 31, 2011 2011 Initiatives [Member] U.S. Simple Meals [Member]	Jul. 31, 2011 2011 Initiatives [Member] U.S. Simple Meals [Member] Other Exit Costs [Member]	Jul. 31, 2011 2011 Initiatives [Member] U.S. Beverages [Member]	Jul. 31, 2011 2011 Initiatives [Member] U.S. Beverages [Member] Other Exit Costs [Member]	Jul. 31, 2011 2011 Initiatives [Member] Global Baking And Snacking [Member]	Jul. 31, 2011 2011 Initiatives [Member] Global Baking And Snacking [Member] Other Exit Costs [Member]	Jul. 31, 2011 2011 Initiatives [Member] International Simple Meals And Beverages [Member]	Jul. 31, 2011 2011 Initiatives [Member] International Simple Meals And Beverages [Member] Other Exit Costs [Member]	Jul. 31, 2011 2011 Initiatives [Member] North America Foodservice [Member]	Jul. 31, 2011 2011 Initiatives [Member] North America Foodservice [Member] Other Exit Costs [Member]	Jul. 31, 2011 2011 Initiatives [Member] Corporate [Member]	Jul. 31, 2011 2011 Initiatives [Member] Corporate [Member] Other Exit Costs [Member]	Jul. 31, 2011 2011 Initiatives [Member] Other Exit Costs [Member]	Jul. 31, 2011 2011 Initiatives [Member] Salaried Workforce [Member]	Jul. 31, 2011 2011 Initiatives [Member] Outsource Of U.S. Retail Merchandising [Member]	Jul. 31, 2011 2011 Initiatives [Member] Total Program [Member]	May 02, 2010 2008 Initiatives [Member]	Aug. 01, 2010 2008 Initiatives [Member]	Aug. 02, 2009 2008 Initiatives [Member]	Aug. 01, 2010 2008 Initiatives [Member]	Aug. 01, 2010 2008 Initiatives [Member] Global Baking And Snacking [Member]	Aug. 01, 2010 2008 Initiatives [Member] Global Baking And Snacking [Member] Other Exit Costs [Member]	Aug. 01, 2010 2008 Initiatives [Member] International Simple Meals And Beverages [Member]	Aug. 01, 2010 2008 Initiatives [Member] International Simple Meals And Beverages [Member] Other Exit Costs [Member]	Aug. 01, 2010 2008 Initiatives [Member] North America Foodservice [Member]	Aug. 01, 2010 2008 Initiatives [Member] North America Foodservice [Member] Other Exit Costs [Member]	Aug. 03, 2008 2008 Initiatives [Member] Other Exit Costs [Member]	Aug. 01, 2010 2008 Initiatives [Member] Other Exit Costs [Member]	Apr. 30, 2008 2008 Initiatives [Member] Canadian Initiatives [Member]	Aug. 01, 2010 2008 Initiatives [Member] Canadian Initiatives [Member]	Aug. 02, 2009 2008 Initiatives [Member] Canadian Initiatives [Member]	Feb. 01, 2009 2008 Initiatives [Member] Miranda Initiatives [Member]	Aug. 02, 2009 2008 Initiatives [Member] Miranda Initiatives [Member]	Aug. 03, 2008 2008 Initiatives [Member] Total Program [Member]	Aug. 03, 2008 Sale Of Certain Australian Salty Snack Food Brands And Assets [Member]
Positions expected to be eliminated			190	130	50		750														510	190														500			150
Restructuring charges	$ 63	$ 12					$ 63																		$ 12	$ 22											$ 12
Restructuring charges, after tax						41	41																	8	8	15											8
Restructuring Charges Per Diluted Share						$ 0.12	$ 0.12																	$ 0.02	$ 0.02	$ 0.04
Aggregate pre-tax costs expected							12	2				3		6				1		10			75											10							230
Expected cash expenditures							50
Expected cash expenditures																											40
Aggregate pre-tax costs incurred							63	31	1	3		12		12		1		4	3	4							216	147	2	9		60	2		4
Cash expenditures							2
Expected investment to capital expenditures							40
Accelerated depreciation on property, plant and equipment																										17												16		1
Accelerated depreciation on property, plant and equipment, after tax																										12												11
Other exit costs																										4												2		2
Other exit costs, after tax																										2												1		1
Employee severance and benefit costs																										$ 1												$ 1				$ 17

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Stock-Based Compensation (Narrative) (Details) (USD $) In Millions, except Share data, unless otherwise specified	12 Months Ended										12 Months Ended			12 Months Ended		0 Months Ended	12 Months Ended
	Jul. 31, 2011	Aug. 01, 2010	Aug. 02, 2009	Jul. 31, 2011 T.S.R. Performance Restricted Stock Units [Member] First Quarter Of 2011 [Member]	Jul. 31, 2011 T.S.R. Performance Restricted Stock Units [Member] First Quarter Of 2012 [Member] years	Jul. 31, 2011 T.S.R. Performance Restricted Stock Units [Member] Maximum [Member]	Jul. 31, 2011 Maximum [Member] E.P.S Performance Restricted Stock Units [Member]	Jul. 31, 2011 T.S.R. Performance Restricted Stock Units [Member] Minimum [Member]	Jul. 31, 2011 Minimum [Member] E.P.S Performance Restricted Stock Units [Member]	Nov. 01, 2003 2003 And Previous Long-Term Plan [Member]	Jul. 31, 2011 2003 Long-Term Incentive Plan [Member]	Nov. 01, 2003 2003 Long-Term Incentive Plan [Member]	Nov. 01, 2003 Previous Long-Term Plan [Member]	Jul. 31, 2011 2005 Long-Term Incentive Plan [Member]	Nov. 18, 2005 2005 Long-Term Incentive Plan [Member]	Jul. 01, 2011 Special Retention Time-Lapse Restricted Stock Units [Member]	Jul. 31, 2011 Time-Lapse Restricted Stock Units [Member]	Jul. 31, 2011 Time Lapse and E.P.S Performance Restricted Stock Units [Member]	Aug. 01, 2010 Time Lapse and E.P.S Performance Restricted Stock Units [Member]	Aug. 02, 2009 Time Lapse and E.P.S Performance Restricted Stock Units [Member]	Jul. 31, 2011 T.S.R. Performance Restricted Stock Units [Member]	Aug. 01, 2010 T.S.R. Performance Restricted Stock Units [Member]	Aug. 02, 2009 T.S.R. Performance Restricted Stock Units [Member]	Jul. 31, 2011 E.P.S Performance Restricted Stock Units [Member]
Shares authorized for issuance in incentive plans										31,200,000		28,000,000	3,200,000		6,000,000
Options, percent vested, year one											30.00%			30.00%
Options, percent vested, year two											60.00%			60.00%
Options, percent vested, year three											100.00%			100.00%
Award vesting period, in years																two	three				three			three
Percentage of performance-based grant potentially earned						225.00%	100.00%	0.00%	0.00%
Pre-tax share-based compensation expense	$ 87	$ 88	$ 84
Tax-related benefits	32	33	31
Total intrinsic value of options exercised	29	33	30
Remaining unearned compensation on nonvested awards																		46			53
Restricted stock units issued																400,000		1,585,000			1,255,000
Restricted stock units issued, grant date fair value																$ 34.65
Weighted-average remaining service period, years																		1.7			1.7
Fair value of restricted units and shares vested																		40	32	47	38	31	58
Weighted-average grant-date fair value of units granted																		$ 35.64	$ 32.25	$ 39.50	$ 43.18	$ 33.84	$ 47.20
Percentage recipients receive based on TSR performance				100.00%	0.00%
Term for TSR performance measurement, in years					3
Excess tax benefits on the exercise of stock options and vested restricted stock	11	11	18
Cash received from the exercise of stock options	$ 96	$ 139	$ 72

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Comprehensive Income

12 Months Ended

Jul. 31, 2011

Comprehensive Income

Comprehensive Income

4.  Comprehensive Income

Total comprehensive income is comprised of net earnings, net foreign currency translation adjustments, pension and postretirement benefit adjustments (see Note 11), and net unrealized gains and losses on cash-flow hedges (see Note 14). Total comprehensive income for the twelve months ended July 31, 2011, August 1, 2010, and August 2, 2009 was $1,111, $826, and $154, respectively.

The components of Accumulated other comprehensive income (loss), as reflected in the Statements of Equity, consisted of the following:

	2011	2010
Foreign currency translation adjustments, net of tax(1)	$    396	$    132
Cash-flow hedges, net of tax(2)	(20)	(18)
Unamortized pension and postretirement benefits, net of tax(3):
Net actuarial loss	(809)	(856)
Prior service credit	6	6
Total Accumulated other comprehensive loss	$   (427)	$   (736)

____________

(1)	Includes a tax expense of $4 in 2011 and a tax benefit of $1 in 2010.  The amount related to noncontrolling interests was not material.
(2)	Includes a tax benefit of $11 in 2011 and $10 in 2010.
(3)	Includes a tax benefit of $459 in 2011 and $489 in 2010.

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Taxes On Earnings (Narrative) (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended					12 Months Ended		12 Months Ended		12 Months Ended
	Jul. 31, 2011	Aug. 01, 2010	Aug. 02, 2009	Jul. 31, 2011 Tax Loss Carryfowards Expiring 2012 To 2028 [Member]	Jul. 31, 2011 Tax Loss Carryfowards Indefinitely [Member]	Jul. 31, 2011 Domestic Country [Member] Maximum [Member]	May 02, 2010 U.S. Health Care Legislation [Member]	Jul. 31, 2011 Foreign Country [Member] Minimum [Member]	Jul. 31, 2011 Non-U.S. [Member]	Jul. 31, 2011 Minimum [Member]	Jul. 31, 2011 Maximum [Member]
Deferred tax expense							$ 10
Tax benefit recorded	8	9	11
Additional tax benefit recorded		2
Tax loss carryforward	395			163	232
Tax loss carryforward, expiration date										2012	2028
Statutory tax rate	35.00%	35.00%	35.00%			35.00%		20.00%
Tax loss carryforward, valuation allowance	132
Valuation allowance increase (decrease)	33	15	(7)
Capital loss carryforwards									406
Undistributed earning of non-U.S. subsidiaries deemed permanently reinvested	420
Unrecognized tax benefits	17	22	28
Interest and penalties expense (benefit) recognized in Statement of Earnings	(1)	2	(1)
Interest and penalties recognized in Consolidated Balance Sheets, recognized	8	9
Unrecognized tax benefit liabilities recognized in Consolidated Balance Sheets	$ 51	$ 45

XML



Financial Instruments

12 Months Ended

Jul. 31, 2011

Financial Instruments

Financial Instruments

14.  Financial Instruments

The carrying value of cash and cash equivalents, accounts receivable, accounts payable and short-term borrowings, excluding the current portion of long-term debt, approximate fair value. The fair value of long-term debt as indicated in Note 13 is based on quoted market prices or pricing models using current market rates.

The principal market risks to which the company is exposed are changes in foreign currency exchange rates, interest rates, and commodity prices. In addition, the company is exposed to equity price changes related to certain deferred compensation obligations. In order to manage these exposures, the company follows established risk management policies and procedures, including the use of derivative contracts such as swaps, forwards and commodity futures and option contracts. These derivative contracts are entered into for periods consistent with the related underlying exposures and do not constitute positions independent of those exposures. The company does not enter into derivative contracts for speculative purposes and does not use leveraged instruments. The company's derivative programs include strategies that both qualify and do not qualify for hedge accounting treatment.

The company is exposed to the risk that counterparties to derivative contracts will fail to meet their contractual obligations. The company minimizes counterparty credit risk on these transactions by dealing only with leading, credit-worthy financial institutions having long-term credit ratings of "A" or better. In addition, the contracts are distributed among several financial institutions, thus minimizing credit-risk concentration. The company does not have credit-risk-related contingent features in its derivative instruments as of July 31, 2011.

Foreign Currency Exchange Risk

The company is exposed to foreign currency exchange risk related to its international operations, including non-functional currency intercompany debt and net investments in subsidiaries. The company is also exposed to foreign exchange risk as a result of transactions in currencies other than the functional currency of certain subsidiaries. Principal currencies hedged include the Australian dollar, Canadian dollar, euro, Swedish krona, New Zealand dollar, British pound and Japanese yen. The company utilizes foreign exchange forward purchase and sale contracts as well as cross-currency swaps to hedge these exposures. The contracts are either designated as cash-flow hedging instruments or are undesignated. The company typically hedges portions of its forecasted foreign currency transaction exposure with foreign exchange forward contracts for up to 18 months. To hedge currency exposures related to intercompany debt, the company enters into cross-currency swap contracts for periods consistent with the underlying debt. As of July 31, 2011, cross-currency swap contracts mature in fiscal 2012 through fiscal 2015. The notional amount of foreign exchange forward and cross-currency swap contracts accounted for as cash-flow hedges was $287 and $261 at July 31, 2011 and August 1, 2010, respectively. The effective portion of the changes in fair value on these instruments is recorded in other comprehensive income (loss) and is reclassified into the Consolidated Statements of Earnings on the same line item and same period in which the underlying hedge transaction affects earnings. The notional amount of foreign exchange forward and cross-currency swap contracts that are not designated as accounting hedges was $861 and $757 at July 31, 2011 and August 1, 2010, respectively.

Interest Rate Risk

The company manages its exposure to changes in interest rates by optimizing the use of variable-rate and fixed-rate debt and by utilizing interest rate swaps in order to maintain its variable-to-total debt ratio within targeted guidelines. Receive fixed rate/pay variable rate interest rate swaps are accounted for as fair-value hedges. The notional amount of outstanding fair-value interest rate swaps totaled $500 at July 31, 2011 and at August 1, 2010.

During fiscal 2010, the company entered into forward starting interest rate swap contracts accounted for as cash-flow hedges with a combined notional value of $200 to hedge a July 2010 anticipated debt offering. These swaps were settled concurrent with the July 2010 debt issuance of $400 seven-year 3.05% notes at a loss of $14, which was recorded in other comprehensive income (loss). The loss on the swap contracts will be amortized over the life of the debt as additional interest expense.

In June 2008, the company entered into two forward starting interest rate swap contracts accounted for as cash-flow hedges with a combined notional value of $200 to hedge an anticipated debt offering in fiscal 2009. These swaps were settled as of November 2, 2008, at a loss of $13, which was recorded in other comprehensive income (loss). In January 2009, the company issued $300 ten-year 4.50% notes. The loss on the swap contracts will be amortized over the life of the debt as additional interest expense.

Commodity Price Risk

The company principally uses a combination of purchase orders and various short- and long-term supply arrangements in connection with the purchase of raw materials, including certain commodities and agricultural products. The company also enters into commodity futures and options contracts to reduce the volatility of price fluctuations of diesel fuel, wheat, natural gas, soybean oil, aluminum, sugar, cocoa, and corn, which impact the cost of raw materials. Commodity futures and option contracts are typically accounted for as cash-flow hedges or are not designated as accounting hedges. The company enters into commodity futures and option contracts to hedge a portion of commodity requirements for periods typically up to 12 months. The notional amount of commodity contracts accounted for as cash-flow hedges was $6 at July 31, 2011 and $7 at August 1, 2010. The notional amount of commodity contracts that were not designated as accounting hedges was $81 at July 31, 2011 and $43 at August 1, 2010.

Equity Price Risk

The company hedges a portion of exposures relating to certain deferred compensation obligations linked to the total return of the Standard & Poor's 500 Index, the total return of the company's capital stock and the total return of the Puritan Fund, or beginning in January 2011, the total return of the Vanguard International Stock Index. Under these contracts, the company pays variable interest rates and receives from the counterparty either the total return of the Standard & Poor's 500 Index, the total return on company capital stock, the total return of the Puritan Fund, or the total return of the iShares MSCI EAFE Index, which is expected to approximate the total return of the Vanguard International Index. The contracts related to the Puritan Fund matured in January 2011. The contracts were not designated as hedges for accounting purposes and are typically entered into for periods not exceeding 12 months. The notional amounts of the contracts were $71 as of July 31, 2011 and $75 as of August 1, 2010.

The following table summarizes the fair value of derivative instruments recorded in the Consolidated Balance Sheets as of July 31, 2011 and August 1, 2010:

	Balance Sheet Classification	2011	2010
Asset Derivatives
Derivatives designated as hedges:
Foreign exchange forward contracts	Other current assets	$   —	$     1
Commodity derivative contracts	Other current assets	—	1
Cross-currency swap contracts	Other assets	—	3
Interest rate swaps	Other assets	33	46
Total derivatives designated as hedges		$  33	$  51
Derivatives not designated as hedges:
Foreign exchange forward contracts	Other current assets	$   —	$     1
Commodity derivative contracts	Other current assets	3	3
Cross-currency swap contracts	Other current assets	—	13
Cross-currency swap contracts	Other assets	1	1
Total derivatives not designated as hedges		$     4	$  18
Total asset derivatives		$  37	$  69
Liability Derivatives
Derivatives designated as hedges:
Foreign exchange forward contracts	Accrued liabilities	$     7	$     1
Commodity derivative contracts	Accrued liabilities	—	1
Cross-currency swap contracts	Accrued liabilities	8	—
Cross-currency swap contracts	Other liabilities	30	24
Total derivatives designated as hedges		$  45	$  26
Derivatives not designated as hedges:
Foreign exchange forward contracts	Accrued liabilities	$     2	$     1
Commodity derivative contracts	Accrued liabilities	2	—
Cross-currency swap contracts	Accrued liabilities	17	—
Deferred compensation derivative contracts	Accrued liabilities	3	2
Cross-currency swap contracts	Other liabilities	74	14
Total derivatives not designated as hedges		$  98	$  17
Total liability derivatives		$ 143	$  43

The derivative assets and liabilities are presented on a gross basis in the table. Certain derivative asset and liability balances, including cash collateral, are offset in the balance sheet when a legally enforceable right of offset exists.

The following table shows the effect of the company's derivative instruments designated as cash-flow hedges for the years ended July 31, 2011 and August 1, 2010 on other comprehensive income (loss) (OCI) and the Consolidated Statements of Earnings:

Derivatives Designated as Cash-Flow Hedges

		Total     Cash-Flow         Hedge   OCI Activity
		2011	2010
OCI derivative gain/(loss) at beginning of year		$   (28)	$   (31)
Effective portion of changes in fair value recognized in OCI:
Foreign exchange forward contracts		(12)	(5)
Cross-currency swap contracts		—	4
Forward starting interest rate swaps		—	(14)
Commodity derivative contracts		—	1
Amount of (gain) or loss reclassified from OCI to earnings:	Location in Earnings
Foreign exchange forward contracts	Other expenses/income	2	(1)
Foreign exchange forward contracts	Cost of products sold	4	17
Forward starting interest rate swaps	Interest expense	3	1
OCI derivative gain/(loss) at end of year		$   (31)	$   (28)

The amount expected to be reclassified from other comprehensive income into earnings within the next 12 months is a loss of $11. The ineffective portion and amount excluded from effectiveness testing were not material.

The following table shows the effect of the company's derivative instruments designated as fair-value hedges on the Consolidated Statements of Earnings:

		Amount of		Amount of
		Gain or (Loss)		Gain or (Loss)
		Recognized in Earnings		Recognized in Earnings
Derivatives Designated	Location of Gain or (Loss)	on Derivatives		on Hedged Item
as Fair-Value Hedges	Recognized in Earnings	2011	2010	2011	2010
Interest rate swaps	Interest expense	$ (13)	$ 8	$    13	$ (8)

The following table shows the effects of the company's derivative instruments not designated as hedges in the Consolidated Statements of Earnings:

		Amount of Gain or (Loss)
		Recognized in Earnings
	Location of Gain or (Loss)	on Derivatives
Derivatives not Designated as Hedges	Recognized in Earnings	2011	2010
Foreign exchange forward contracts	Other expenses/income	$ -	$ (8)
Foreign exchange forward contracts	Cost of products sold	(1)	—
Cross-currency swap contracts	Other expenses/income	(88)	(12)
Commodity derivative contracts	Cost of products sold	7	—
Deferred compensation derivative contracts	Administrative expenses	1	9
Total		$ (81)	$ (11)

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Restructuring Charges (Schedule Of Restructuring Charges Associated With Each Reportable Segment) (Details) (USD $) In Millions	12 Months Ended																												36 Months Ended
	Jul. 31, 2011 2011 Initiatives [Member]	Jul. 31, 2011 2011 Initiatives [Member] U.S. Simple Meals [Member]	Jul. 31, 2011 2011 Initiatives [Member] U.S. Simple Meals [Member] Severance Pay And Benefits [Member]	Jul. 31, 2011 2011 Initiatives [Member] U.S. Simple Meals [Member] Asset Impairment/Accelerated Depreciation [Member]	Jul. 31, 2011 2011 Initiatives [Member] U.S. Simple Meals [Member] Other Exit Costs [Member]	Jul. 31, 2011 2011 Initiatives [Member] U.S. Beverages [Member]	Jul. 31, 2011 2011 Initiatives [Member] U.S. Beverages [Member] Severance Pay And Benefits [Member]	Jul. 31, 2011 2011 Initiatives [Member] U.S. Beverages [Member] Asset Impairment/Accelerated Depreciation [Member]	Jul. 31, 2011 2011 Initiatives [Member] U.S. Beverages [Member] Other Exit Costs [Member]	Jul. 31, 2011 2011 Initiatives [Member] Global Baking And Snacking [Member]	Jul. 31, 2011 2011 Initiatives [Member] Global Baking And Snacking [Member] Severance Pay And Benefits [Member]	Jul. 31, 2011 2011 Initiatives [Member] Global Baking And Snacking [Member] Asset Impairment/Accelerated Depreciation [Member]	Jul. 31, 2011 2011 Initiatives [Member] Global Baking And Snacking [Member] Other Exit Costs [Member]	Jul. 31, 2011 2011 Initiatives [Member] International Simple Meals And Beverages [Member]	Jul. 31, 2011 2011 Initiatives [Member] International Simple Meals And Beverages [Member] Severance Pay And Benefits [Member]	Jul. 31, 2011 2011 Initiatives [Member] International Simple Meals And Beverages [Member] Asset Impairment/Accelerated Depreciation [Member]	Jul. 31, 2011 2011 Initiatives [Member] International Simple Meals And Beverages [Member] Other Exit Costs [Member]	Jul. 31, 2011 2011 Initiatives [Member] North America Foodservice [Member]	Jul. 31, 2011 2011 Initiatives [Member] North America Foodservice [Member] Severance Pay And Benefits [Member]	Jul. 31, 2011 2011 Initiatives [Member] North America Foodservice [Member] Asset Impairment/Accelerated Depreciation [Member]	Jul. 31, 2011 2011 Initiatives [Member] North America Foodservice [Member] Other Exit Costs [Member]	Jul. 31, 2011 2011 Initiatives [Member] Corporate [Member]	Jul. 31, 2011 2011 Initiatives [Member] Corporate [Member] Severance Pay And Benefits [Member]	Jul. 31, 2011 2011 Initiatives [Member] Corporate [Member] Asset Impairment/Accelerated Depreciation [Member]	Jul. 31, 2011 2011 Initiatives [Member] Corporate [Member] Other Exit Costs [Member]	Jul. 31, 2011 2011 Initiatives [Member] Severance Pay And Benefits [Member]	Jul. 31, 2011 2011 Initiatives [Member] Asset Impairment/Accelerated Depreciation [Member]	Jul. 31, 2011 2011 Initiatives [Member] Other Exit Costs [Member]	Aug. 01, 2010 2008 Initiatives [Member]	Aug. 01, 2010 2008 Initiatives [Member] Global Baking And Snacking [Member]	Aug. 01, 2010 2008 Initiatives [Member] Global Baking And Snacking [Member] Severance Pay And Benefits [Member]	Aug. 01, 2010 2008 Initiatives [Member] Global Baking And Snacking [Member] Asset Impairment/Accelerated Depreciation [Member]	Aug. 01, 2010 2008 Initiatives [Member] Global Baking And Snacking [Member] Other Exit Costs [Member]	Aug. 01, 2010 2008 Initiatives [Member] International Simple Meals And Beverages [Member]	Aug. 01, 2010 2008 Initiatives [Member] International Simple Meals And Beverages [Member] Severance Pay And Benefits [Member]	Aug. 01, 2010 2008 Initiatives [Member] International Simple Meals And Beverages [Member] Asset Impairment/Accelerated Depreciation [Member]	Aug. 01, 2010 2008 Initiatives [Member] International Simple Meals And Beverages [Member] Other Exit Costs [Member]	Aug. 01, 2010 2008 Initiatives [Member] North America Foodservice [Member]	Aug. 01, 2010 2008 Initiatives [Member] North America Foodservice [Member] Severance Pay And Benefits [Member]	Aug. 01, 2010 2008 Initiatives [Member] North America Foodservice [Member] Asset Impairment/Accelerated Depreciation [Member]	Aug. 01, 2010 2008 Initiatives [Member] North America Foodservice [Member] Other Exit Costs [Member]	Aug. 01, 2010 2008 Initiatives [Member] Severance Pay And Benefits [Member]	Aug. 01, 2010 2008 Initiatives [Member] Asset Impairment/Accelerated Depreciation [Member]	Aug. 01, 2010 2008 Initiatives [Member] Other Exit Costs [Member]
Restructuring charges	$ 63	$ 31	$ 10	$ 20	$ 1	$ 3	$ 3			$ 12	$ 12			$ 12	$ 10	$ 2		$ 1	$ 1			$ 4	$ 1		$ 3	$ 37	$ 22	$ 4	$ 216	$ 147	$ 14	$ 131	$ 2	$ 9	$ 9			$ 60	$ 35	$ 23	$ 2	$ 58	$ 154	$ 4

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Restructuring Charges (Schedule Of Pre-Tax Charge And Remaining Costs, 2008 Initiatives) (Details) (2008 Initiatives [Member], USD $) In Millions	12 Months Ended	36 Months Ended
	Aug. 03, 2008	Aug. 01, 2010
Change in Estimate		$ (14)	[1]
Recognized Costs		216
Severance Pay And Benefits [Member]
Total Program	62
Change in Estimate		(4)	[1]
Recognized Costs		58
Asset Impairment/Accelerated Depreciation [Member]
Total Program	158
Change in Estimate		(4)	[1]
Recognized Costs		154
Other Exit Costs [Member]
Total Program	10
Change in Estimate		(6)	[1]
Recognized Costs		4
Total Program [Member]
Total Program	$ 230

[1] Primarily due to foreign currency translation.

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Financial Instruments (Tables)

12 Months Ended

Jul. 31, 2011

Financial Instruments

Schedule Of The Fair Values Of Derivative Instruments

	Balance Sheet Classification	2011	2010
Asset Derivatives
Derivatives designated as hedges:
Foreign exchange forward contracts	Other current assets	$   —	$     1
Commodity derivative contracts	Other current assets	—	1
Cross-currency swap contracts	Other assets	—	3
Interest rate swaps	Other assets	33	46
Total derivatives designated as hedges		$  33	$  51
Derivatives not designated as hedges:
Foreign exchange forward contracts	Other current assets	$   —	$     1
Commodity derivative contracts	Other current assets	3	3
Cross-currency swap contracts	Other current assets	—	13
Cross-currency swap contracts	Other assets	1	1
Total derivatives not designated as hedges		$     4	$  18
Total asset derivatives		$  37	$  69
Liability Derivatives
Derivatives designated as hedges:
Foreign exchange forward contracts	Accrued liabilities	$     7	$     1
Commodity derivative contracts	Accrued liabilities	—	1
Cross-currency swap contracts	Accrued liabilities	8	—
Cross-currency swap contracts	Other liabilities	30	24
Total derivatives designated as hedges		$  45	$  26
Derivatives not designated as hedges:
Foreign exchange forward contracts	Accrued liabilities	$     2	$     1
Commodity derivative contracts	Accrued liabilities	2	—
Cross-currency swap contracts	Accrued liabilities	17	—
Deferred compensation derivative contracts	Accrued liabilities	3	2
Cross-currency swap contracts	Other liabilities	74	14
Total derivatives not designated as hedges		$  98	$  17
Total liability derivatives		$ 143	$  43

Schedule Of Changes In Cash Flow Hedges In Other Comprehensive Income

		Total     Cash-Flow         Hedge   OCI Activity
		2011	2010
OCI derivative gain/(loss) at beginning of year		$   (28)	$   (31)
Effective portion of changes in fair value recognized in OCI:
Foreign exchange forward contracts		(12)	(5)
Cross-currency swap contracts		—	4
Forward starting interest rate swaps		—	(14)
Commodity derivative contracts		—	1
Amount of (gain) or loss reclassified from OCI to earnings:	Location in Earnings
Foreign exchange forward contracts	Other expenses/income	2	(1)
Foreign exchange forward contracts	Cost of products sold	4	17
Forward starting interest rate swaps	Interest expense	3	1
OCI derivative gain/(loss) at end of year		$   (31)	$   (28)

Derivatives Designated As Fair Value Hedges

		Amount of		Amount of
		Gain or (Loss)		Gain or (Loss)
		Recognized in Earnings		Recognized in Earnings
Derivatives Designated	Location of Gain or (Loss)	on Derivatives		on Hedged Item
as Fair-Value Hedges	Recognized in Earnings	2011	2010	2011	2010
Interest rate swaps	Interest expense	$ (13)	$ 8	$    13	$ (8)

Derivatives Not Designated As Hedges

		Amount of Gain or (Loss)
		Recognized in Earnings
	Location of Gain or (Loss)	on Derivatives
Derivatives not Designated as Hedges	Recognized in Earnings	2011	2010
Foreign exchange forward contracts	Other expenses/income	$ -	$ (8)
Foreign exchange forward contracts	Cost of products sold	(1)	—
Cross-currency swap contracts	Other expenses/income	(88)	(12)
Commodity derivative contracts	Cost of products sold	7	—
Deferred compensation derivative contracts	Administrative expenses	1	9
Total		$ (81)	$ (11)

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Earnings Per Share (Computation Of Basic And Diluted Earnings Per Share) (Details) (USD $) In Millions, except Per Share data	3 Months Ended																12 Months Ended
	Jul. 31, 2011		May 01, 2011		Jan. 30, 2011		Oct. 31, 2010		Aug. 01, 2010		May 02, 2010		Jan. 31, 2010		Nov. 01, 2009		Jul. 31, 2011		Aug. 01, 2010		Aug. 02, 2009
Earnings Per Share
Earnings from continuing operations attributable to Campbell Soup Company																	$ 805		$ 844		$ 732
Less: Allocation of earnings to participating securities																	(9)		(14)		(12)
Earnings available to Campbell Soup Company common shareowners																	796		830		720
Earnings from discontinued operations attributable to Campbell Soup Company																					4
Less: Allocation of earnings to participating securities
Available to Campbell Soup Company common shareowners																					4
Net earnings attributable to Campbell Soup Company	100	[1]	187	[1]	239	[1]	279	[1]	113	[2]	168	[2]	259	[2]	304	[2]	805		844		736
Less: Allocation of earnings to participating securities																	(9)		(14)		(12)
Available to Campbell Soup Company common shareowners																	$ 796		$ 830		$ 724
Weighted average shares outstanding - basic																	326		340		352
Effect of dilutive securities: stock options and other share-based payment awards																	3		3		2
Weighted average shares outstanding - diluted																	329		343		354
Earnings from continuing operations attributable to Campbell Soup Company per common share: Basic																	$ 2.44		$ 2.44		$ 2.05
Earnings from continuing operations attributable to Campbell Soup Company per common share: Diluted																	$ 2.42		$ 2.42		$ 2.03
Earnings from discontinued operations attributable to Campbell Soup Company per common share: Basic																					$ 0.01
Earnings from discontinued operations attributable to Campbell Soup Company per common share: Diluted																					$ 0.01
Net earnings attributable to Campbell Soup Company per common share: Basic	$ 0.31		$ 0.58		$ 0.72		$ 0.82		$ 0.33		$ 0.49		$ 0.74		$ 0.87		$ 2.44	[3]	$ 2.44	[3]	$ 2.06	[3]
Net earnings attributable to Campbell Soup Company per common share: Diluted	$ 0.31	[1]	$ 0.57	[1]	$ 0.71	[1]	$ 0.82	[1]	$ 0.33	[2]	$ 0.49	[2]	$ 0.74	[2]	$ 0.87	[2]	$ 2.42	[3]	$ 2.42	[3]	$ 2.05	[3]

[1] Includes a $41 ($.12 per diluted share) restructuring charge in the fourth quarter related to the 2011 initiatives to improve supply chain efficiency, reduce overhead costs, and exit the Russian market. See also Note 7.

[2] Includes an $8 ($.02 per diluted share) restructuring charge in the third quarter for pension benefit costs related to the 2008 initiatives to improve operational efficiency and long-term profitability. See also Note 7. A $10 ($.03 per diluted share) deferred tax expense to reduce deferred tax assets as a result of the U.S. health care legislation enacted in March 2010 was recorded in the third quarter. See also Note 12.

[3] The sum of the individual per share amounts does not equal due to rounding.

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Summary Of Significant Accounting Policies (Policy)

12 Months Ended

Jul. 31, 2011

Summary Of Significant Accounting Policies

Basis Of Presentation

Basis of Presentation — The consolidated financial statements include the accounts of the company and entities in which the company maintains a controlling financial interest. Intercompany transactions are eliminated in consolidation. Certain amounts in prior-year financial statements were reclassified to conform to the current-year presentation. The company's fiscal year ends on the Sunday nearest July 31. There were 52 weeks in 2011, 2010 and 2009.

Use Of Estimates

Use of Estimates — Generally accepted accounting principles require management to make estimates and assumptions that affect assets and liabilities, contingent assets and liabilities, and revenues and expenses. Actual results could differ from those estimates.

Revenue Recognition

Revenue Recognition — Revenues are recognized when the earnings process is complete. This occurs when products are shipped in accordance with terms of agreements, title and risk of loss transfer to customers, collection is probable and pricing is fixed or determinable. Revenues are recognized net of provisions for returns, discounts and allowances. Certain sales promotion expenses, such as feature price discounts, in-store display incentives, cooperative advertising programs, new product introduction fees and coupon redemption costs, are classified as a reduction of sales. The recognition of costs for promotion programs involves the use of judgment related to performance and redemption estimates. Estimates are made based on historical experience and other factors. Costs are recognized either upon sale or when the incentive is offered, based on the program.

Cash And Cash Equivalents

Cash and Cash Equivalents — All highly liquid debt instruments purchased with a maturity of three months or less are classified as cash equivalents.

Inventories

Inventories — All inventories are valued at the lower of average cost or market.

Property, Plant And Equipment

Property, Plant and Equipment — Property, plant and equipment are recorded at historical cost and are depreciated over estimated useful lives using the straight-line method. Buildings and machinery and equipment are depreciated over periods not exceeding 45 years and 20 years, respectively. Assets are evaluated for impairment when conditions indicate that the carrying value may not be recoverable. Such conditions include significant adverse changes in business climate or a plan of disposal. Repairs and maintenance are charged to expense.

Goodwill And Intangible Assets

Goodwill and Intangible Assets — Goodwill and indefinite-lived intangible assets are not amortized but rather are tested at least annually for impairment. Goodwill and indefinite-lived intangible assets are also tested for impairment as events or changes in circumstances occur indicating that the carrying value may not be recoverable. Intangible assets with finite lives are amortized over the estimated useful life and are also reviewed when appropriate for possible impairment. Goodwill impairment testing first requires a comparison of the fair value of each reporting unit to the carrying value. A reporting unit is an operating segment or a component of an operating segment.  If the carrying value of the reporting unit exceeds fair value, goodwill is considered impaired. The amount of the impairment is the difference between the carrying value of goodwill and the "implied" fair value, which is calculated as if the reporting unit had just been acquired and accounted for as a business combination. Impairment testing for indefinite-lived intangible assets requires a comparison between the fair value and carrying value of the asset. If carrying value exceeds the fair value, the asset is reduced to fair value. Fair values are primarily determined using discounted cash flow analyses. See Note 5 for information on goodwill and other intangible assets.

Derivative Financial Instruments

Derivative Financial Instruments — The company uses derivative financial instruments primarily for purposes of hedging exposures to fluctuations in foreign currency exchange rates, interest rates, commodities and equity-linked employee benefit obligations. These derivative contracts are entered into for periods consistent with the related underlying exposures and do not constitute positions independent of those exposures. The company does not enter into derivative contracts for speculative purposes and does not use leveraged instruments. The company's derivative programs include strategies that both qualify and do not qualify for hedge accounting treatment. To qualify for hedge accounting, the hedging relationship, both at inception of the hedge and on an ongoing basis, shall be expected to be highly effective in achieving offsetting changes in the fair value of the hedged risk during the period that the hedge is designated. 

All derivatives are recognized on the balance sheet at fair value. For derivatives that qualify for hedge accounting, on the date the derivative contract is entered into, the company designates the derivative as a hedge of the fair value of a recognized asset or liability or a firm commitment (fair-value hedge), a hedge of a forecasted transaction or of the variability of cash flows to be received or paid related to a recognized asset or liability (cash-flow hedge), or a hedge of a net investment in a foreign operation. Some derivatives may also be considered natural hedging instruments (changes in fair value act as economic offsets to changes in fair value of the underlying hedged item) and are not designated for hedge accounting.

Changes in the fair value of a fair-value hedge, along with the gain or loss on the underlying hedged asset or liability (including losses or gains on firm commitments), are recorded in current-period earnings. The effective portion of gains and losses on cash-flow hedges are recorded in other comprehensive income (loss), until earnings are affected by the variability of cash flows. If the underlying hedged item ceases to exist, all changes in the fair value of the derivative are included in earnings each period until the instrument matures. If a derivative is used as a hedge of a net investment in a foreign operation, its changes in fair value, to the extent effective as a hedge, are recorded in other comprehensive income (loss). Any ineffective portion of designated hedges is recognized in current-period earnings. Changes in the fair value of derivatives that are not designated for hedge accounting are recognized in current-period earnings.

Cash flows from derivative contracts are included in Net cash provided by operating activities.

Advertising Production Costs

Advertising Production Costs — Advertising production costs are expensed in the period that the advertisement first takes place.

Research And Development Costs

Research and Development Costs — The costs of research and development are expensed as incurred. Costs include expenditures for new product and manufacturing process innovation, and improvements to existing products and processes. Costs primarily consist of salaries, wages, consulting, and depreciation and maintenance of research facilities and equipment.

Income Taxes

Income Taxes — Deferred tax assets and liabilities are recognized for the future impact of differences between the financial statement carrying amounts of assets and liabilities and their respective tax bases, as well as for operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Valuation allowances are recorded to reduce deferred tax assets when it is more likely than not that a tax benefit will not be realized.

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Consolidated Statements Of Cash Flows (USD $) In Millions	12 Months Ended
	Jul. 31, 2011	Aug. 01, 2010	Aug. 02, 2009
Cash flows from operating activities:
Net earnings	$ 802	$ 844	$ 736
Adjustments to reconcile net earnings to operating cash flow
Impairment charge			67
Restructuring charges	63	12
Stock-based compensation	87	88	84
Depreciation and amortization	268	251	264
Deferred income taxes	46	54	144
Other, net	108	99	57
Changes in working capital
Accounts receivable	(15)	21	27
Inventories	(14)	105	(14)
Prepaid assets	19	(9)	28
Accounts payable and accrued liabilities	(26)	(34)	(125)
Pension fund contributions	(144)	(284)	(13)
Receipts from/(payments of) hedging activities	3	(20)	(44)
Other	(55)	(70)	(45)
Net cash provided by operating activities	1,142	1,057	1,166
Cash flows from investing activities:
Purchases of plant assets	(272)	(315)	(345)
Sales of plant assets	9	13	1
Business acquired			(66)
Sale of business, net of cash divested			38
Other, net	2	2	(6)
Net cash used in investing activities	(261)	(300)	(378)
Cash flows from financing activities:
Net short-term borrowings (repayments)	495	(265)	(320)
Long-term borrowings	500	400	600
Repayments of notes payable	(700)		(300)
Dividends paid	(378)	(365)	(350)
Treasury stock purchases	(728)	(472)	(527)
Treasury stock issuances	96	139	72
Excess tax benefits on stock-based compensation	11	11	18
Contribution from noncontrolling interest	10
Other, net	(6)	(4)	(7)
Net cash used in financing activities	(700)	(556)	(814)
Effect of exchange rate changes on cash	49	2	(4)
Net change in cash and cash equivalents	230	203	(30)
Cash and cash equivalents - beginning of period	254	51	81
Cash and cash equivalents - end of period	$ 484	$ 254	$ 51

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Fair Value Measurements

12 Months Ended

Jul. 31, 2011

Fair Value Measurements

Fair Value Measurements

15.  Fair Value Measurements

The company is required to categorize financial assets and liabilities based on the following fair value hierarchy:

•  Level 1: Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.

•  Level 2: Inputs other than quoted prices included in Level 1 that are observable for the asset or liability through corroboration with observable market data.

•  Level 3: Unobservable inputs that reflect the reporting entity's own assumptions.

Fair value is defined as the exit price, or the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants as of the measurement date. When available, the company uses unadjusted quoted market prices to measure the fair value and classifies such items as Level 1. If quoted market prices are not available, the company bases fair value upon internally developed models that use current market-based or independently sourced market parameters such as interest rates and currency rates.

Financial Assets and Financial Liabilities Measured at Fair Value on a Recurring Basis

The following table presents the company's financial assets and liabilities that are measured at fair value on a recurring basis at July 31, 2011 and August 1, 2010, consistent with the fair value hierarchy:

	Fair Value	Fair Value Measurements at			Fair Value	Fair Value Measurements at
	as of	July  31, 2011 Using			as of	August 1, 2010 Using
	July 31,	Fair Value Hierarchy			August 1,	Fair Value Hierarchy
	2011	Level 1	Level 2	Level 3	2010	Level 1	Level 2	Level 3
Assets
Interest rate swaps(1)	$     33	$     —	$    33	$     —	$     46	$     —	$    46	$     —
Foreign exchange forward contracts(2)	—	—	—	—	2	—	2	—
Cross-currency swap contracts(3)	1	—	1	—	17	—	17	—
Commodity derivative contracts(5)	3	3	—	—	4	4	—	—
Total assets at fair value	$     37	$       3	$    34	$     —	$     69	$       4	$    65	$     —
Liabilities
Foreign exchange forward contracts(2)	$       9	$     —	$       9	$     —	$       2	$     —	$       2	$     —
Cross-currency swap contracts(3)	129	—	129	—	38	—	38	—
Deferred compensation derivative contracts(4)	3	—	3	—	2	—	2	—
Commodity derivative contracts(5)	2	2	—	—	1	1	—	—
Deferred compensation obligation(6)...	144	97	47	—	149	95	54	—
Total liabilities at fair value	$  287	$   99	$  188	$     —	$  192	$    96	$    96	$     —

____________

(1)	Based on LIBOR swap rates.
(2)	Based on observable market transactions of spot currency rates and forward rates.
(3)	Based on observable local benchmarks for currency and interest rates.
(4)	Based on LIBOR and equity index swap rates.
(5)	Based on quoted futures exchanges.
(6)	Based on the fair value of the participants' investments.

Items Measured at Fair Value on a Nonrecurring Basis

In addition to assets and liabilities measured at fair value on a recurring basis, the company is required to measure certain assets at fair value on a nonrecurring basis, generally as a result of an impairment charge. In 2011, as part of the company's annual review of intangible assets, an impairment charge of $3 was recognized related to the Heisse Tasse trademark used in the International Simple Meals and Beverages segment. The fair value of the trademark was $11 at July 31, 2011 based on Level 3 inputs. Fair value was determined based on discounted cash flow analyses that include significant management assumptions such as revenue growth rates, weighted average cost of capital, and assumed royalty rates.

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Quarterly Data (Tables)

12 Months Ended

Jul. 31, 2011

Quarterly Data

Schedule Of Quarterly Financial Information

	2011
	First	Second	Third	Fourth
Net sales	$   2,172	$  2,127	$  1,813	$  1,607
Gross profit	894	838	732	639
Net earnings attributable to Campbell Soup Company(1)	279	239	187	100
Per share — basic
Net earnings attributable to Campbell Soup Company	0.82	0.72	0.58	0.31
Dividends	0.275	0.29	0.29	0.29
Per share — assuming dilution
Net earnings attributable to Campbell Soup Company(1)	0.82	0.71	0.57	0.31
Market price
High	$  37.59	$  36.99	$  35.00	$  35.66
Low	$  35.32	$  33.44	$  32.66	$  32.80

	2010
	First	Second	Third	Fourth
Net sales	$  2,203	$   2,153	$   1,802	$   1,518
Gross profit	923	871	743	613
Net earnings attributable to Campbell Soup Company(2)	304	259	168	113
Per share — basic
Net earnings attributable to Campbell Soup Company	0.87	0.74	0.49	0.33
Dividends	0.25	0.275	0.275	0.275
Per share — assuming dilution
Net earnings attributable to Campbell Soup Company (2)	0.87	0.74	0.49	0.33
Market price
High	$  33.98	$  35.80	$  36.25	$  37.50
Low	$  29.81	$  30.96	$  32.18	$  34.18

____________

(1)	Includes a $41 ($.12 per diluted share) restructuring charge in the fourth quarter related to the 2011 initiatives to improve supply chain efficiency, reduce overhead costs, and exit the Russian market.  See also Note 7.
(2)	Includes an $8 ($.02 per diluted share) restructuring charge in the third quarter for pension benefit costs related to the 2008 initiatives to improve operational efficiency and long-term profitability. See also Note 7.
	A $10 ($.03 per diluted share) deferred tax expense to reduce deferred tax assets as a result of the U.S. health care legislation enacted in March 2010 was recorded in the third quarter.  See also Note 12.

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Short-Term Borrowings And Long-Term Debt (Schedule Of Short-Term Borrowings) (Details) (USD $) In Millions	Jul. 31, 2011	Aug. 01, 2010
Short-Term Borrowings And Long-Term Debt
Commercial paper	$ 563	$ 96
Current portion of long-term debt		700
Variable-rate bank borrowings	92	34
Fixed-rate borrowings	1	1
Capital leases	1	1
Other		3	[1]
Total short-term borrowings	$ 657	$ 835

[1] Other includes unamortized net premium/discount on debt issuances and unamortized gain on a terminated interest rate swap.

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Stock-Based Compensation

12 Months Ended

Jul. 31, 2011

Stock-Based Compensation

Stock-Based Compensation

17.  Stock-Based Compensation

In 2003, shareowners approved the 2003 Long-Term Incentive Plan, which authorized the issuance of 28 million shares to satisfy awards of stock options, stock appreciation rights, unrestricted stock, restricted stock/units (including performance restricted stock) and performance units. Approximately 3.2 million shares available under a previous long-term plan were rolled into the 2003 Long-Term Incentive Plan, making the total number of available shares approximately 31.2 million. In November 2005, shareowners approved the 2005 Long-Term Incentive Plan, which authorized the issuance of an additional 6 million shares to satisfy the same types of awards.

Awards under the 2003 and 2005 Long-Term Incentive Plans may be granted to employees and directors. The term of a stock option granted under these plans may not exceed ten years from the date of grant. Options granted under these plans vest cumulatively over a three-year period at a rate of 30%, 60% and 100%, respectively. The option price may not be less than the fair market value of a share of common stock on the date of the grant.

Pursuant to the 2003 Long-Term Incentive Plan, in July 2005 the company adopted a long-term incentive compensation program which provides for grants of total shareowner return (TSR) performance restricted stock/units, EPS performance restricted stock/units, and time-lapse restricted stock/units. Initial grants made in accordance with this program were approved in September 2005. Under the program, awards of TSR performance restricted stock/units will be earned by comparing the company's total shareowner return during a three-year period to the respective total shareowner returns of companies in a performance peer group. Based upon the company's ranking in the performance peer group, a recipient of TSR performance restricted stock/units may earn a total award ranging from 0% to 225% of the initial grant. Awards of EPS performance restricted stock/units will be earned based upon the company's achievement of annual earnings per share goals. During the three-year vesting period, a recipient of EPS performance restricted stock/units may earn a total award ranging from 0% to 100% of the initial grant. Awards of time-lapse restricted stock/units will vest ratably over the three-year period. In addition, the company may issue special grants of time-lapse restricted stock/units to attract and retain executives which vest ratably over various periods. Awards are generally granted annually in October. Annual stock option grants are not part of the long-term incentive compensation program for 2009, 2010, and 2011. However, stock options may still be granted on a selective basis under the 2003 and 2005 Long-Term Incentive Plans.

Total pre-tax stock-based compensation expense recognized in Earnings from continuing operations was $87 for 2011, $88 for 2010, and $84 for 2009. Tax related benefits of $32 were recognized for 2011, $33 were recognized for 2010 and $31 were recognized for 2009.

Information about stock options and related activity is as follows:

	2011	Weighted-   Average   Exercise     Price	Weighted-    Average Remaining Contractual        Life		Aggregate   Intrinsic     Value
	(Options in thousands)			(In years)
Beginning of year	12,473	$  26.47
Granted	—	$        —
Exercised	(3,737)	$  26.97
Terminated	(30)	$  33.82
End of year	8,706	$  26.23	2.2		$  59
Exercisable at end of year	8,706	$  26.23	2.2		$  59

The total intrinsic value of options exercised during 2011, 2010, and 2009 was $29, $33, and $30, respectively. As of January 2009, compensation related to stock options was fully expensed. The company measured the fair value of stock options using the Black-Scholes option pricing model.

The following table summarizes time-lapse restricted stock/units and EPS performance restricted stock/units activity:

	Shares/Units	Weighted-Average       Grant-Date       Fair Value
	(Restricted stock/units in thousands)
Nonvested at August 1, 2010	2,395	$  35.05
Granted	1,585	$  35.64
Vested	(1,113)	$  35.74
Forfeited	(157)	$  35.11
Nonvested at July 31, 2011	2,710	$  35.11

The fair value of time-lapse restricted stock/units and EPS performance restricted stock/units is determined based on the number of shares granted and the quoted price of the company's stock at the date of grant. Time-lapse restricted stock/units are expensed on a straight-line basis over the vesting period, except for awards issued to retirement-eligible participants, which are expensed on an accelerated basis. EPS performance restricted stock/units are expensed on a graded-vesting basis, except for awards issued to retirement-eligible participants, which are expensed on an accelerated basis.

On July 1, 2011, the company issued approximately 400,000 special retention time-lapse restricted stock units to certain executives to support the successful execution of the company's shift in strategic direction and leadership transition. The awards vest over a two-year period. The grant-date fair value was $34.65 and is included in the table above.

As of July 31, 2011, total remaining unearned compensation related to nonvested time-lapse restricted stock/units and EPS performance restricted stock/units was $46, which will be amortized over the weighted-average remaining service period of 1.7 years. The fair value of restricted stock/units vested during 2011, 2010, and 2009 was $40, $32, and $47, respectively. The weighted-average grant-date fair value of restricted stock/units granted during 2010 and 2009 was $32.25 and $39.50, respectively.

The following table summarizes TSR performance restricted stock/units activity:

	Shares/Units	Weighted-Average       Grant-Date       Fair Value
	(Restricted stock/units in thousands)
Nonvested at August 1, 2010	3,581	$  38.02
Granted	1,255	$  43.18
Vested	(1,062)	$  34.65
Forfeited	(343)	$  39.74
Nonvested at July 31, 2011	3,431	$  40.78

The company estimates the fair value of TSR performance restricted stock/units at the grant date using a Monte Carlo simulation.  Assumptions used in the Monte Carlo simulation were as follows:

	2011	2010	2009
Risk-free interest rate	0.59%	1.27%	2.06%
Expected dividend yield	3.00%	3.06%	2.46%
Expected volatility	23.71%	24.83%	18.57%
Expected term	3 yrs.	3 yrs.	3 yrs.

Compensation expense is recognized on a straight-line basis over the service period. As of July 31, 2011, total remaining unearned compensation related to TSR performance restricted stock/units was $53, which will be amortized over the weighted-average remaining service period of 1.7 years. In the first quarter of fiscal 2011, recipients of TSR performance restricted stock/units earned 100% of their initial grants based upon the company's TSR ranking in a performance peer group during a three-year period ended July 30, 2010. The total fair value of TSR performance restricted stock/units vested during 2011, 2010 and 2009 was $38, $31 and $58, respectively. The grant-date fair value of TSR performance restricted stock/units granted during 2010 and 2009 was $33.84 and $47.20, respectively. In the first quarter of 2012, recipients of TSR performance restricted stock/units will receive 0% of the initial grant based upon the company's TSR ranking in a performance peer group during the three-year period ended July 31, 2011.

Prior to fiscal 2009, employees could elect to defer all types of restricted stock awards. These awards were classified as liabilities because of the possibility that they may be settled in cash. The fair value was adjusted quarterly. As of October 2010, these awards were fully vested. The total cash paid to settle the liabilities in 2011, 2010, and 2009 was not material.

The excess tax benefits on the exercise of stock options and vested restricted stock presented as cash flows from financing activities were $11 in 2011 and 2010 and $18 in 2009. Cash received from the exercise of stock options was $96, $139, and $72, for 2011, 2010, and 2009, respectively, and is reflected in cash flows from financing activities in the Consolidated Statements of Cash Flows.

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Pension And Postretirement Benefits (Narrative) (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended										3 Months Ended			12 Months Ended
	Jul. 31, 2011	Dec. 31, 2010	Aug. 01, 2010	Aug. 02, 2009	Jul. 31, 2011 Pension [Member]	Aug. 01, 2010 Pension [Member]	Aug. 02, 2009 Pension [Member]	Jul. 31, 2011 Postretirement [Member]	Aug. 01, 2010 Postretirement [Member]	Aug. 02, 2009 Postretirement [Member]	Oct. 30, 2011 U.S. Pension Plans [Member]	Jul. 31, 2011 U.S. Pension Plans [Member]	Jul. 31, 2011 Non U.S. Pension Plans [Member]	Jul. 31, 2011 Employees Not Covered By Collective Bargaining Agreements [Member]	Jul. 31, 2011 Employees Not Eligible To Participate In Defined Benefit Plans And Who Are Not Covered By Collective Bargaining Agreements [Member]
Reclassification of actuarial losses into earnings					$ 75			$ 9
Estimated prior service cost (credit) to be amortized								(1)
Actuarial loss arising during period									50
Prior service credit arising during period									18
Reclassification of actuarial losses into earnings					70	49	19	7	1
Accumulated benefit obligation					2,299	2,148
Discount rate used to determine net periodic postretirement expense					5.46%	6.00%	6.87%	5.25%	6.00%	7.00%
Contribution to pension plans	144		284								55
Expected contribution to pension plan for fiscal year 2012												0	10
Estimated future Medicare subsidy receipts, 2012	3
Estimated future Medicare subsidy receipts, 2013	3
Estimated future Medicare subsidy receipts, 2014	3
Estimated future Medicare subsidy receipts, 2015	3
Estimated future Medicare subsidy receipts, 2016	3
Estimated future Medicare subsidy receipts, five years thereafter	15
Matching contribution percentage		60.00%												100.00%
Maximum employer matching contribution percentage		5.00%												4.00%	3.00%
Matching contribution percentage certain locations		50.00%
Matching contribution, employer expense	$ 20		$ 17	$ 18

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Earnings Per Share (Narrative) (Details)	12 Months Ended
	Jul. 31, 2011	Aug. 01, 2010	Aug. 02, 2009
Earnings Per Share
Stock options not included in the diluted earnings per share calculation as they were antidilutive	0	1,000,000	3,000,000

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Consolidated Statements Of Equity (Parenthetical) (USD $)	3 Months Ended								12 Months Ended
	Jul. 31, 2011	May 01, 2011	Jan. 30, 2011	Oct. 31, 2010	Aug. 01, 2010	May 02, 2010	Jan. 31, 2010	Nov. 01, 2009	Jul. 31, 2011	Aug. 01, 2010	Aug. 02, 2009
Consolidated Statements Of Equity
Dividends per share	$ 0.29	$ 0.29	$ 0.29	$ 0.275	$ 0.275	$ 0.275	$ 0.275	$ 0.25	$ 1.145	$ 1.075	$ 1

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Earnings Per Share

12 Months Ended

Jul. 31, 2011

Earnings Per Share

Earnings Per Share

9.   Earnings per Share

In June 2008, the FASB issued accounting guidance related to the calculation of earnings per share. The guidance provides that unvested share-based payment awards that contain non-forfeitable rights to dividends or dividend equivalents (whether paid or unpaid) are participating securities and shall be included in the computation of earnings per share pursuant to the two-class method. Share-based payment awards granted prior to fiscal 2011 contained non-forfeitable rights to dividends or dividend equivalents. The two-class method is an earnings allocation formula that determines earnings per share for each class of common stock and participating security according to dividends declared and participation rights in undistributed earnings. The company adopted and retrospectively applied the new guidance in the first quarter of fiscal 2010. The retrospective application of the provisions resulted in a reduction of basic and diluted earnings per share:

	2009
	Basic	Diluted
Earnings from continuing operations attributable to Campbell Soup Company	$(.03)	$(.01)
Net earnings attributable to Campbell Soup Company	$(.03)	$(.01)

The computation of basic and diluted earnings per share attributable to common shareowners is as follows:

	2011	2010	2009
Earnings from continuing operations attributable to Campbell Soup Company	$          805	$          844	$          732
Less: Allocation of earnings to participating securities	(9)	(14)	(12)
Available to Campbell Soup Company common shareowners	$          796	$          830	$          720
Earnings from discontinued operations attributable to Campbell Soup Company	$            —	$            —	$              4
Less: Allocation of earnings to participating securities	—	—	—
Available to Campbell Soup Company common shareowners	$            —	$            —	$              4
Net earnings attributable to Campbell Soup Company	$          805	$          844	$          736
Less: Allocation of earnings to participating securities	(9)	(14)	(12)
Available to Campbell Soup Company common shareowners	$          796	$          830	$          724
Weighted average shares outstanding – basic	326	340	352
Effect of dilutive securities:  stock options and other share-based payment awards	3	3	2
Weighted average shares outstanding – diluted	329	343	354
Earnings from continuing operations attributable to Campbell Soup Company per common share:
Basic	$         2.44	$         2.44	$         2.05
Diluted	$         2.42	$         2.42	$         2.03
Earnings from discontinued operations attributable to Campbell Soup Company per common share:
Basic	$             —	$             —	$           .01
Diluted	$             —	$             —	$           .01
Net earnings attributable to Campbell Soup Company per common share (1):
Basic	$         2.44	$         2.44	$         2.06
Diluted	$         2.42	$         2.42	$         2.05
(1)  The sum of the individual per share amounts does not equal due to rounding.

There were no antidilutive stock options in 2011. Stock options to purchase less than 1 million shares of capital stock in 2010, and 3 million shares of capital stock in 2009 were not included in the calculation of diluted earnings per share because the exercise price of the stock options exceeded the average market price of the capital stock and, therefore, would be antidilutive.

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Business And Geographic Segment Information (Schedule Of Segment Reporting - Depreciation And Amortization) (Details) (USD $) In Millions	12 Months Ended
	Jul. 31, 2011		Aug. 01, 2010		Aug. 02, 2009
Depreciation and Amortization	$ 268		$ 251		$ 264
U.S. Simple Meals [Member]
Depreciation and Amortization	87		86		86
U.S. Beverages [Member]
Depreciation and Amortization	20		21		15
Global Baking And Snacking [Member]
Depreciation and Amortization	82		75		71
International Simple Meals And Beverages [Member]
Depreciation and Amortization	42		35		41
North America Foodservice [Member]
Depreciation and Amortization	13		13		28
Corporate [Member]
Depreciation and Amortization	$ 24	[1]	$ 21	[1]	$ 23	[1]

[1] Represents unallocated corporate expenses and unallocated assets.

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Business And Geographic Segment Information (Geographic Area Information, Net Sales) (Details) (USD $) In Millions	3 Months Ended								12 Months Ended
	Jul. 31, 2011	May 01, 2011	Jan. 30, 2011	Oct. 31, 2010	Aug. 01, 2010	May 02, 2010	Jan. 31, 2010	Nov. 01, 2009	Jul. 31, 2011	Aug. 01, 2010	Aug. 02, 2009
Net sales, Total	$ 1,607	$ 1,813	$ 2,127	$ 2,172	$ 1,518	$ 1,802	$ 2,153	$ 2,203	$ 7,719	$ 7,676	$ 7,586
United States [Member]
Net sales									5,309	5,436	5,548
Europe [Member]
Net sales									596	601	608
Australia/Asia Pacific [Member]
Net sales									1,138	978	816
Other Countries [Member]
Net sales									$ 676	$ 661	$ 614

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Supplemental Financial Statement Data (Schedule Of Balance Sheets - Accrued Liabilities) (Details) (USD $) In Millions	Jul. 31, 2011	Aug. 01, 2010
Supplemental Financial Statement Data
Accrued compensation and benefits	$ 231	$ 229
Fair value of derivatives	37	2
Accrued trade and consumer promotion programs	132	129
Accrued interest	32	47
Restructuring	39	1
Other	148	152
Accrued liabilities	$ 619	$ 560

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Earnings Per Share (Schedule Of Effect Of Retrospective Application Of New Accounting Guidance On Earnings Per Share) (Details) (USD $)	12 Months Ended
	Aug. 02, 2009
Earnings Per Share
Earnings from continuing operations attributable to Campbell Soup Company, Basic	$ (0.03)
Earnings from continuing operations attributable to Campbell Soup Company, Diluted	$ (0.01)
Net earnings attributable to Campbell Soup Company, Basic	$ (0.03)
Net earnings attributable to Campbell Soup Company, Diluted	$ (0.01)

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Acquisitions (Tables)

12 Months Ended

Jul. 31, 2011

Acquisitions

Schedule Of Purchase Price Allocation

	May 4, 2009
Accounts receivable	$     2
Inventories	1
Other current assets	1
Total current assets	$     4
Plant assets	$  12
Goodwill	30
Other intangible assets	16
Other assets	14
Total assets acquired	$  76
Current liabilities	$     3
Non-current liabilities	7
Total liabilities assumed	$  10
Net assets acquired	$  66

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Commitments And Contingencies (Schedule Of Future Minimum Annual Rental Payments) (Details) (USD $) In Millions	Jul. 31, 2011
Commitments And Contingencies
2012	$ 45
2013	34
2014	29
2015	24
2016	22
Thereafter	$ 52

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Short-Term Borrowings And Long-Term Debt

12 Months Ended

Jul. 31, 2011

Short-Term Borrowings And Long-Term Debt

Short-Term Borrowings And Long-Term Debt

13.  Short-term Borrowings and Long-term Debt

Short-term borrowings consist of the following:

	2011	2010
Commercial paper	$  563	$    96
Current portion of long-term debt	—	700
Variable-rate bank borrowings	92	34
Fixed-rate borrowings	1	1
Capital leases	1	1
Other (1)	—	3
	$  657	$  835

____________

(1) Other includes unamortized net premium/discount on debt issuances and unamortized gain on a terminated interest rate swap.

As of July 31, 2011, the weighted-average interest rate of commercial paper, which consisted of U.S. borrowings, was 0.33%. As of August 1, 2010, the weighted-average interest rate of commercial paper, which consisted of U.S. borrowings, was 0.24%.

At July 31, 2011, the company had $45 of standby letters of credit issued on behalf of the company. The company had a $975 committed 364-day revolving credit facility that matured in September 2011, and a $975 revolving credit facility that was due to mature in September 2013. In September 2011, the company entered into committed revolving credit facilities totaling $2,000. The facilities are comprised of a $1,500 facility that matures in September 2016, and a $500, 364-day facility that contains a one-year term-out feature. These facilities replaced the two $975 revolving credit facilities.

Long-term Debt consists of the following:

Type	Fiscal Year of Maturity	Rate	2011	2010
Notes	2011	6.75%	$        —	$      700
Notes	2013	5.00%	400	400
Notes	2014	4.88%	300	300
Notes	2015	3.38%	300	300
Notes	2017	3.05%	400	400
Notes	2019	4.50%	300	300
Notes	2021	4.25%	500	—
Debentures	2021	8.88%	200	200
Fixed-rate borrowings			—	1
Capital leases			—	1
Other(1)			27	43
Total			2,427	2,645
Less current portion			—	700
Total long-term debt			$  2,427	$  1,945

____________

(1) Other includes unamortized net premium/discount on debt issuances and amounts related to interest rate swaps designated as fair-value hedges. For additional information on fair-value interest rate swaps, see Note 14.

In April 2011, the company issued $500 of 4.25% notes which mature on April 15, 2021. Interest on the notes is due semi-annually on April 15 and October 15, commencing on October 15, 2011. The company may redeem the notes in whole or in part at any time at a redemption price of 100% of the principal amount plus accrued interest or an amount designed to ensure that the note holders are not penalized by the early redemption.

In July 2010, the company issued $400 of 3.05% notes which mature on July 15, 2017. Interest on the notes is due semi-annually on January 15 and July 15, commencing on January 15, 2011. The company may redeem the notes in whole or in part at any time at a redemption price of 100% of the principal amount plus accrued interest or an amount designed to ensure that the note holders are not penalized by the early redemption.

The fair value of the company's long-term debt, including the current portion of long-term debt in Short-term borrowings, was $2,603 at July 31, 2011 and $2,829 at August 1, 2010.

Principal amounts of debt mature as follows: none in 2012; $400 in 2013; $300 in 2014; $300 in 2015; none in 2016; and beyond a total of $1,400.

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Consolidated Statements Of Earnings (USD $) In Millions, except Per Share data	12 Months Ended
	Jul. 31, 2011		Aug. 01, 2010		Aug. 02, 2009
Consolidated Statements Of Earnings
Net sales	$ 7,719		$ 7,676		$ 7,586
Costs and expenses
Cost of products sold	4,616		4,526		4,558
Marketing and selling expenses	1,007		1,058		1,077
Administrative expenses	612		605		591
Research and development expenses	129		123		114
Other expenses / (income)	13		4		61
Restructuring charges	63		12
Total costs and expenses	6,440		6,328		6,401
Earnings before interest and taxes	1,279		1,348		1,185
Interest expense	122		112		110
Interest income	11		6		4
Earnings before taxes	1,168		1,242		1,079
Taxes on earnings	366		398		347
Earnings from continuing operations	802		844		732
Earnings from discontinued operations					4
Net earnings	802		844		736
Less: Net earnings (loss) attributable to noncontrolling interests	(3)
Net earnings attributable to Campbell Soup Company	$ 805		$ 844		$ 736
Per Share - Basic
Earnings from continuing operations attributable to Campbell Soup Company	$ 2.44		$ 2.44		$ 2.05
Earnings from discontinued operations attributable to Campbell Soup Company					$ 0.01
Net earnings attributable to Campbell Soup Company	$ 2.44	[1]	$ 2.44	[1]	$ 2.06	[1]
Weighted average shares outstanding - basic	326		340		352
Per Share - Assuming Dilution
Earnings from continuing operations attributable to Campbell Soup Company	$ 2.42		$ 2.42		$ 2.03
Earnings from discontinued operations attributable to Campbell Soup Company					$ 0.01
Net earnings attributable to Campbell Soup Company	$ 2.42	[1]	$ 2.42	[1]	$ 2.05	[1]
Weighted average shares outstanding - assuming dilution	329		343		354

[1] The sum of the individual per share amounts does not equal due to rounding.

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Pension And Postretirement Benefits (Tables)

12 Months Ended

Jul. 31, 2011

Aug. 01, 2010

Schedule Of Change In Benefit Obligation

	Pension		Postretirement
	2011	2010	2011	2010
Obligation at beginning of year	$   2,275	$   2,077	$  362	$  340
Service cost	58	55	3	3
Interest cost	121	121	18	19
Actuarial loss	61	181	15	50
Participant contributions	—	—	5	4
Benefits paid	(146)	(148)	(34)	(39)
Medicare subsidies	—	—	5	3
Other	(4)	(2)	—	—
Plan amendments	(1)	—	—	(18)
Settlement	(8)	(21)	—	—
Foreign currency adjustment	32	12	—	—
Benefit obligation at end of year	$   2,388	$   2,275	$  374	$  362

Schedule Of Change In The Fair Value Of Pension Plan Assets

	2011	2010
Fair value at beginning of year	$   1,767	$   1,415
Actual return on plan assets	266	222
Employer contributions	144	284
Benefits paid	(139)	(142)
Settlement	(6)	(21)
Foreign currency adjustment	27	9
Fair value at end of year	$   2,059	$   1,767

Schedule Of Amounts Recognized In The Consolidated Balance Sheets

	Pension		Postretirement
	2011	2010	2011	2010
Accrued liabilities	$       (10)	$         (8)	$     (30)	$     (30)
Other liabilities	(319)	(500)	(344)	(332)
Net amount recognized	$     (329)	$     (508)	$   (374)	$   (362)
Amounts recognized in accumulated other comprehensive loss consist of:
Net actuarial loss	$   1,179	$   1,263	$       95	$      87
Prior service credit	(3)	(1)	(9)	(10)
Total	$   1,176	$   1,262	$        86	$      77

Schedule Of Pension Plans With Accumulated Benefit Obligations In Excess Of Plan Assets

	2011	2010
Projected benefit obligation	$   2,194	$  2,261
Accumulated benefit obligation	$   2,131	$  2,140
Fair value of plan assets	$   1,891	$  1,757

Schedule Of Assumed Health Care Cost Trend Rates

	2011	2010
Health care cost trend rate assumed for next year	8.25%	8.25%
Rate to which the cost trend rate is assumed to decline (ultimate trend rate)	4.50%	4.50%
Year that the rate reaches the ultimate trend rate	2019	2018

Schedule Of Effect Of One-Percentage-Point Change In Assumed Health Care Costs

	Increase	Decrease
Effect on service and interest cost	$     1	$     (1)
Effect on the 2011 accumulated benefit obligation	$  20	$   (18)

Schedule Of Pension Plan Weighted-Average Asset Allocations By Category

	Strategic   Target	2011	2010
Equity securities	51%	50%	49%
Debt securities	35%	35%	34%
Real estate and other	14%	15%	17%
Total	100%	100%	100%

Schedule Of Pension Plan Assets By Category

	Fair Value	Fair Value Measurements at			Fair Value	Fair Value Measurements at
	as of	July  31, 2011 Using			as of	August 1, 2010 Using
	July 31,	Fair Value Hierarchy			August 1,	Fair Value Hierarchy
	2011	Level 1	Level 2	Level 3	2010	Level 1	Level 2	Level 3
Asset category
Short-term investments	$     65	$    5	$     60	$  —	$     60	$    5	$     55	$  —
Equities:
U.S	396	396	—	—	308	308	—	—
Non-U.S	267	267	—	—	245	245	—	—
Corporate bonds:
U.S	414	—	414	—	357	—	357	—
Non-U.S	88	—	88	—	89	—	89	—
Government and agency bonds:
U.S	9	—	9	—	21	—	21	—
Non-U.S	31	—	31	—	21	—	21	—
Municipal Bonds	42	—	42	—	17	—	17	—
Commingled funds:
Equities	366	—	366	—	298	—	298	—
Fixed Income	73	—	73	—	46	—	46	—
Mortgage and asset backed securities	27	—	27	—	26	—	26	—
Real estate	70	7	44	19	60	4	38	18
Limited partnerships	20	—	—	20	24	—	—	24
Hedge funds	196	—	196	—	174	—	174	—
Guaranteed insurance contracts	—	—	—	—	8	—	—	8
Total	$2,064	$675	$1,350	$39	$ 1,754	$562	$1,142	$  50
Other items to reconcile to fair value of plan assets	(5)				13
Total pension assets at fair value	$2,059				$ 1,767

Schedule Of Changes In Fair Value Of Level 3 Investments

	Real Estate	Limited Partnerships	Guaranteed Insurance Contracts	Total
Fair value at August 1, 2010	$             18	$             24	$               8	$             50
Actual return on plan assets	4	4	(2)	6
Purchases	—	—	—	—
Sales	(3)	(8)	—	(11)
Settlements	—	—	(6)	(6)
Transfers out of Level 3	—	—	—	—
Fair value at July 31, 2011	$             19	$             20	$             —	$             39

	Real Estate	Limited Partnerships	Guaranteed Insurance Contracts	Total
Fair value at August 2, 2009	$             32	$             31	$               5	$             68
Actual return on plan assets	(2)	(4)	2	(4)
Purchases	—	—	1	1
Sales	(1)	(3)	—	(4)
Settlements	—	—	—	—
Transfers out of Level 3	(11)	—	—	(11)
Fair value at August 1, 2010	$             18	$             24	$               8	$             50

Schedule Of Estimated Future Benefit Payments

	Pension	Postretirement
2012	$     147	$     30
2013	$     150	$     31
2014	$     150	$     31
2015	$     154	$     32
2016	$     158	$     32
2017-2021	$     856	$   163

Pension [Member]

Schedule Of Components Of Benefit Expense

	Pension
	2011	2010	2009
Service cost	$      58	$      55	$      46
Interest cost	121	121	122
Expected return on plan assets	(178)	(170)	(163)
Amortization of prior service cost	1	1	1
Recognized net actuarial loss	70	49	19
Settlement (gains)/costs	(1)	12	—
Special termination benefits	—	—	2
Net periodic pension expense	$      71	$      68	$      27

Postretirement [Member]

Schedule Of Components Of Benefit Expense

	Postretirement
	2011	2010	2009
Service cost	$     3	$    3	$     3
Interest cost	18	19	22
Amortization of prior service cost/(credit)	(1)	1	1
Recognized net actuarial loss	7	1	—
Net periodic postretirement expense	$  27	$  24	$  26

Benefit Obligation [Member]

Weighted-Average Assumptions Used To Determine Benefit Costs

	Pension		Postretirement
	2011	2010	2011	2010
Discount rate	5.41%	5.46%	5.00%	5.25%
Rate of compensation increase	3.31%	3.29%	3.25%	3.25%

Net Periodic Benefit Cost [Member]

Weighted-Average Assumptions Used To Determine Benefit Costs

Pension	2011	2010	2009
Discount rate	5.46%	6.00%	6.87%
Expected return on plan assets	8.15%	8.13%	8.60%
Rate of compensation increase	3.29%	3.29%	3.97%

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Pension And Postretirement Benefits (Weighted-Average Assumptions Used to Determine Net Periodic Benefit Cost) (Details) (Pension [Member])	12 Months Ended
	Jul. 31, 2011	Aug. 01, 2010	Aug. 02, 2009
Pension [Member]
Discount rate	5.46%	6.00%	6.87%
Expected return on plan assets	8.15%	8.13%	8.60%
Rate of compensation increase	3.29%	3.29%	3.97%

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Commitments And Contingencies (Narrative) (Details) In Millions, unless otherwise specified	12 Months Ended				12 Months Ended
	Jul. 31, 2011 USD ($)	Aug. 01, 2010 USD ($)	Aug. 02, 2009 USD ($)	Jul. 31, 2011 AUD	Aug. 02, 2009 Two Increments [Member] AUD
Rent expense under operating lease commitments	$ 50	$ 48	$ 47
Number of bank loans guarantees related to independent distributors	2,000
Maximum potential amount of future payments	162
Loan facility amount	10			10
Draw down amount					5

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Supplemental Financial Statement Data (Schedule Of Statement Of Earnings) (Details) (USD $) In Millions	12 Months Ended
	Jul. 31, 2011		Aug. 01, 2010	Aug. 02, 2009
Supplemental Financial Statement Data
Foreign exchange (gains)/losses	$ 5		$ 1	$ (7)
Amortization/impairment of intangible and other assets	3	[1]		67	[1]
Other	5		3	1
Other expenses / (income)	13		4	61
Interest expense	123		116	114
Less: Interest capitalized	1		4	4
Interest expense	122		112	110
Impairment charge to certain European trademarks				67
Impairment charge to certain European trademarks	$ 3

[1] In 2011, a $3 impairment charge was recognized related to a trademark. In 2009, a $67 impairment charge was recognized on certain trademarks. See also Note 5.

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Short-Term Borrowings And Long-Term Debt (Narrative) (Details) (USD $)	1 Months Ended									12 Months Ended		12 Months Ended
	Sep. 30, 2011	Jul. 31, 2011	Aug. 01, 2010	Jul. 31, 2011 Commercial Paper [Member]	Aug. 01, 2010 Commercial Paper [Member]	Jul. 31, 2011 Revolving Credit Facility Maturing September 2011 [Member]	Jul. 31, 2011 Revolving Credit Facility Maturing September 2013 [Member]	Sep. 30, 2011 Revolving Credit Facility Maturing September 2016 [Member]	Sep. 30, 2011 Revolving Credit Facility With One-Year Term-Out Feature [Member]	Jul. 31, 2011 4.25% Notes [Member]	Aug. 01, 2010 4.25% Notes [Member]	Jul. 31, 2011 3.05% Notes [Member]	Aug. 01, 2010 3.05% Notes [Member]
Weighted-average interest rate				0.33%	0.24%
Standby letters of credit issued		$ 45,000,000
Previous revolving credit facility	975,000,000					975,000,000	975,000,000
Revolving credit facility	2,000,000,000							1,500,000,000	500,000,000
Number of credit facilities replaced	2
Face amount										500,000,000		400,000,000	400,000,000
Stated interest rate										4.25%		3.05%	3.05%
Maturity date										Apr. 15, 2021		Jul. 15, 2017	Jul. 15, 2017
Redemption price										100% of the principal amount plus accrued interest or an amount designed to ensure that the note holders are not penalized by the early redemption		100% of the principal amount plus accrued interest or an amount designed to ensure that the note holders are not penalized by the early redemption	100% of the principal amount plus accrued interest or an amount designed to ensure that the note holders are not penalized by the early redemption
Fair value of long-term debt		2,603,000,000	2,829,000,000
Principal amounts of debt maturing 2012		0
Principal amounts of debt maturing 2013		400,000,000
Principal amounts of debt maturing 2014		300,000,000
Principal amounts of debt maturing 2015		300,000,000
Principal amounts of debt maturing 2016		0
Principal amounts of debt maturing beyond 2016		$ 1,400,000,000

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Pension And Postretirement Benefits (Schedule Of Change In The Fair Value Of Pension Plan Assets) (Details) (USD $) In Millions	12 Months Ended
	Jul. 31, 2011	Aug. 01, 2010
Pension And Postretirement Benefits
Fair value at beginning of year	$ 1,767	$ 1,415
Actual return on plan assets	266	222
Employer contributions	144	284
Benefits paid	(139)	(142)
Settlement	(6)	(21)
Foreign currency adjustment	27	9
Fair value at end of year	$ 2,059	$ 1,767

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Goodwill And Intangible Assets (Narrative) (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Jul. 31, 2011	Aug. 01, 2010	Aug. 02, 2009	Jul. 31, 2011 Potential Scenario [Member]	May 04, 2009 Ecce Panis, Inc. [Member]
Amortization of amortizable intangible assets	less than $1	less than $1	less than $1
Estimated aggregated amortization expense year one	less than $1
Estimated aggregated amortization expense year two	less than $1
Estimated aggregated amortization expense year three	less than $1
Estimated aggregated amortization expense year four	less than $1
Estimated aggregated amortization expense year five	less than $1
Asset useful lives minimum range, years	10
Asset useful lives maximum range, years	20
Basis point increase in weighted average cost of capital				100
Impairment charge			$ 67	$ 21
Impairment charge	3
Carrying value of certain European trademarks	100
Intangible assets from acquisition					$ 16

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Stock-Based Compensation (Schedule Of Stock Option Activity) (Details) (USD $) In Thousands, except Per Share data, unless otherwise specified	12 Months Ended
	Jul. 31, 2011
Stock-Based Compensation
Beginning of year, Options	12,473
Granted, Options
Exercised, Options	(3,737)
Terminated, Options	(30)
End of year, Options	8,706
Exercisable at end of year, Options	8,706
Beginning of year, Weighted-Average Exercise Price	$ 26.47
Granted, Weighted-Average Exercise Price
Exercised, Weighted-Average Exercise Price	$ 26.97
Terminated, Weighted-Average Exercise Price	$ 33.82
End of year, Weighted-Average Exercise Price	$ 26.23
Exercisable at end of year, Weighted-Average Exercise Price	$ 26.23
Outstanding at end of year, Weighted-Average Remaining Contractual Life (in years)	2.2
Exercisable at end of year, Weighted-Average Remaining Contractual Life (in years)	2.2
Outstanding at end of year, Aggregate Intrinsic Value	$ 59
Exercisable at end of year, Aggregate Intrinsic Value	$ 59

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Business And Geographic Segment Information (Schedule Of Segment Reporting - Segment Assets) (Details) (USD $) In Millions	Jul. 31, 2011		Aug. 01, 2010		Aug. 02, 2009
Segment Assets	$ 6,862		$ 6,276		$ 6,056
U.S. Simple Meals And U.S. Beverages [Member]
Segment Assets	2,129		2,146		2,168
Global Baking And Snacking [Member]
Segment Assets	1,982		1,710		1,628
International Simple Meals And Beverages [Member]
Segment Assets	1,539		1,396		1,474
North America Foodservice [Member]
Segment Assets	350		360		377
Corporate [Member]
Segment Assets	$ 862	[1]	$ 664	[1]	$ 409	[1]

[1] Represents unallocated corporate expenses and unallocated assets.

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Supplemental Financial Statement Data (Schedule Of Balance Sheets - Other Current Assets) (Details) (USD $) In Millions	Jul. 31, 2011	Aug. 01, 2010
Supplemental Financial Statement Data
Deferred taxes	$ 112	$ 128
Fair value of derivatives	1	16
Other	39	53
Other current assets	$ 152	$ 197

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Acquisitions (Schedule Of Purchase Price Allocation) (Details) (Ecce Panis, Inc. [Member], USD $) In Millions	May 04, 2009
Ecce Panis, Inc. [Member]
Accounts receivable	$ 2
Inventories	1
Other current assets	1
Total current assets	4
Plant assets	12
Goodwill	30
Other intangible assets	16
Other assets	14
Total assets acquired	76
Current liabilities	3
Non-current liabilities	7
Total liabilities assumed	10
Net assets acquired	$ 66

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Financial Instruments (Derivatives Designated As Fair Value Hedges) (Details) (Interest Rate Swaps [Member], Interest Expense [Member], USD $) In Millions	12 Months Ended
	Jul. 31, 2011	Aug. 01, 2010
Interest Rate Swaps [Member] | Interest Expense [Member]
Amount of Gain (Loss) Recognized in Earnings on Derivatives	$ (13)	$ 8
Amount of Gain (Loss) Recognized in Earnings on Hedged Items	$ 13	$ (8)

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Financial Instruments (Schedule Of The Fair Values Of Derivative Instruments) (Details) (USD $) In Millions	Jul. 31, 2011	Aug. 01, 2010
Asset Derivatives	$ 37	$ 69
Liability Derivatives	143	43
Derivatives Designated As Hedges [Member]
Asset Derivatives	33	51
Liability Derivatives	45	26
Derivatives Designated As Hedges [Member] | Foreign Exchange Contracts [Member] | Other Current Assets [Member]
Asset Derivatives		1
Derivatives Designated As Hedges [Member] | Foreign Exchange Contracts [Member] | Accrued Liabilities [Member]
Liability Derivatives	7	1
Derivatives Designated As Hedges [Member] | Commodity Derivative Contracts [Member] | Other Current Assets [Member]
Asset Derivatives		1
Derivatives Designated As Hedges [Member] | Commodity Derivative Contracts [Member] | Accrued Liabilities [Member]
Liability Derivatives		1
Derivatives Designated As Hedges [Member] | Cross-currency Swap Contracts [Member] | Other Assets [Member]
Asset Derivatives		3
Derivatives Designated As Hedges [Member] | Cross-currency Swap Contracts [Member] | Accrued Liabilities [Member]
Liability Derivatives	8
Derivatives Designated As Hedges [Member] | Cross-currency Swap Contracts [Member] | Other Liabilities [Member]
Liability Derivatives	30	24
Derivatives Designated As Hedges [Member] | Interest Rate Swaps [Member] | Other Assets [Member]
Asset Derivatives	33	46
Derivatives Not Designated As Hedges [Member]
Asset Derivatives	4	18
Liability Derivatives	98	17
Derivatives Not Designated As Hedges [Member] | Foreign Exchange Contracts [Member] | Other Current Assets [Member]
Asset Derivatives		1
Derivatives Not Designated As Hedges [Member] | Foreign Exchange Contracts [Member] | Accrued Liabilities [Member]
Liability Derivatives	2	1
Derivatives Not Designated As Hedges [Member] | Equity Contracts [Member] | Accrued Liabilities [Member]
Liability Derivatives	3	2
Derivatives Not Designated As Hedges [Member] | Commodity Derivative Contracts [Member] | Other Current Assets [Member]
Asset Derivatives	3	3
Derivatives Not Designated As Hedges [Member] | Commodity Derivative Contracts [Member] | Accrued Liabilities [Member]
Liability Derivatives	2
Derivatives Not Designated As Hedges [Member] | Cross-currency Swap Contracts [Member] | Other Current Assets [Member]
Asset Derivatives		13
Derivatives Not Designated As Hedges [Member] | Cross-currency Swap Contracts [Member] | Other Assets [Member]
Asset Derivatives	1	1
Derivatives Not Designated As Hedges [Member] | Cross-currency Swap Contracts [Member] | Accrued Liabilities [Member]
Liability Derivatives	17
Derivatives Not Designated As Hedges [Member] | Cross-currency Swap Contracts [Member] | Other Liabilities [Member]
Liability Derivatives	$ 74	$ 14

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Fair Value Measurements (Narrative) (Details) (USD $) In Millions	12 Months Ended		12 Months Ended
	Aug. 02, 2009	Jul. 31, 2011 Measured on Nonrecurring Basis [Member] Trademarks [Member] Level 3 [Member]	Jul. 31, 2011 Measured on Nonrecurring Basis [Member]
Impairment charge to certain European trademarks	$ 67		$ 3
Fair value		$ 11

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Shareowners' Equity (Details) (USD $) In Millions, except Per Share data	1 Months Ended		12 Months Ended
	Jun. 30, 2011	Jun. 30, 2008	Jul. 31, 2011	Aug. 01, 2010	Aug. 02, 2009
Capital stock, shares authorized			560	560
Capital stock, par value			$ 0.0375	$ 0.0375
Preferred stock, shares authorized			40	40
Shares repurchased, value			$ 728	$ 472	$ 527
Capital Stock In Treasury [Member]
Authorized amount for shares repurchase	1,000	1,200
Shares repurchased, shares			21	14	17
Shares repurchased, value			728	472	527
June 2008 Program [Member]
Shares repurchased, shares			16	7	13
Shares repurchased, value			$ 550	$ 250	$ 400

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Valuation And Qualifying Accounts (Tables)

12 Months Ended

Jul. 31, 2011

Valuation And Qualifying Accounts

Schedule Of Valuation And Qualifying Accounts

	Balance at Beginning of Period	Charged to/ (Reduction In) Costs and Expenses	Deductions	Balance at End of Period
Fiscal year ended July 31, 2011
Cash discount	$           5	$      113	$     (113)	$            5
Bad debt reserve	4	2	(4)	2
Returns reserve (1)	8	(2)	(2)	4
Total Accounts receivable allowances	$        17	$      113	$     (119)	$         11
Fiscal year ended August 1, 2010
Cash discount	$           5	$      116	$     (116)	$            5
Bad debt reserve	3	2	(1)	4
Returns reserve (1)	11	(3)	—	8
Total Accounts receivable allowances	$        19	$      115	$     (117)	$         17
Fiscal year ended August 2, 2009
Cash discount	$           5	$      116	$     (116)	$            5
Bad debt reserve	5	1	(3)	3
Returns reserve (1)	11	—	—	11
Total Accounts receivable allowances	$        21	$      117	$     (119)	$         19

(1)The returns reserve is evaluated quarterly and adjusted accordingly. During each period, returns are charged to net sales in the Consolidated Statements of Earnings as incurred. Actual returns were approximately $145 in 2011, $130 in 2010, and $140 in 2009, or less than 2% of net sales.

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Summary Of Significant Accounting Policies (Details)	12 Months Ended
	Jul. 31, 2011
Buildings [Member]
Property, plant and equipment maximum useful life	45
Machinery And Equipment [Member]
Property, plant and equipment maximum useful life	20

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Business And Geographic Segment Information (Schedule Of Segment Reporting - Earnings Before Interest And Taxes) (Details) (USD $) In Millions	12 Months Ended
	Jul. 31, 2011		Aug. 01, 2010		Aug. 02, 2009
Earnings before interest and taxes	$ 1,279		$ 1,348		$ 1,185
Impairment charge to certain European trademarks					67
U.S. Simple Meals [Member]
Earnings before interest and taxes	657		737		749
U.S. Beverages [Member]
Earnings before interest and taxes	182		206		178
Global Baking And Snacking [Member]
Earnings before interest and taxes	355		322		265
International Simple Meals And Beverages [Member]
Earnings before interest and taxes	185		161		69	[1]
North America Foodservice [Member]
Earnings before interest and taxes	82		55		53
Corporate [Member]
Earnings before interest and taxes	(119)	[2]	(121)	[2]	(107)	[2]
Restructuring Charges And Related Costs [Member]
Earnings before interest and taxes	$ (63)	[3]	$ (12)	[3]	$ (22)	[3]

[1] Earnings before interest and taxes of the International Simple Meals and Beverages segment included a $67 impairment charge on certain European trademarks. See Note 5 for additional information.

[2] Represents unallocated corporate expenses and unallocated assets.

[3] See Note 7 for additional information.

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Taxes On Earnings (Tables)

12 Months Ended

Jul. 31, 2011

Taxes On Earnings

Schedule Of Provision For Income Taxes On Earnings From Continuing Operations

	2011	2010	2009
Income taxes:
Currently payable
Federal	$      215	$      253	$      145
State	27	46	12
Non-U.S.	78	45	46
	320	344	203
Deferred
Federal	47	38	142
State	(2)	1	9
Non-U.S.	1	15	(7)
	46	54	144
	$366	$398	$347
Earnings from continuing operations before income taxes:
United States	$      944	$   1,051	$      976
Non-U.S.	224	191	103
	$   1,168	$   1,242	$   1,079

Schedule Of Reconciliation Of Effective Income Tax Rate

	2011	2010	2009
Federal statutory income tax rate	35.0%	35.0%	35.0%
State income taxes (net of federal tax benefit)	1.4	2.5	1.7
Tax effect of international items	(2.1)	(2.5)	(0.8)
Settlement of tax contingencies	(0.5)	(0.7)	(1.0)
Federal manufacturing deduction	(1.8)	(1.3)	(1.0)
Other	(0.7)	(1.0)	(1.7)
Effective income tax rate	31.3%	32.0%	32.2%

Schedule Of Deferred Tax Liabilities And Assets

	2011	2010
Depreciation	$    253	$    221
Amortization	474	449
Other	14	13
Deferred tax liabilities	741	683
Benefits and compensation	307	319
Pension benefits	93	134
Tax loss carryforwards	84	67
Capital loss carryforwards	122	101
Other	83	76
Gross deferred tax assets	689	697
Deferred tax asset valuation allowance	(156)	(123)
Net deferred tax assets	533	574
Net deferred tax liability	$    208	$    109

Schedule Of Reconciliation Of Activity Related To Unrecognized Tax Benefit

	2011	2010	2009
Balance at beginning of year	$    36	$    42	$    54
Increases related to prior-year tax positions	6	14	—
Decreases related to prior-year tax positions	(4)	(11)	(11)
Increases related to current-year tax positions	9	4	4
Settlements	—	(11)	(2)
Lapse of statute	(4)	(2)	(3)
Balance at end of year	$    43	$    36	$    42