"The dividend acceleration appears to be a protective action for the benefit of Campbell's shareholders to avoid a potential change in the tax rate on dividends beginning next year. We expect that the shift in timing of these payments can comfortably be funded through free cash flow and will not result in meaningful pressure on financial metrics," stated Senior Credit Officer, Brian Weddington.

Rating Rationale

Campbell's A2 long-term debt rating is supported by its strong brand equity, leading market shares in key soup categories and high profit margins. The rating also reflects mixed results reported early in its Strategic Transition plan launched last year to improve operating performance in its core business lines. We anticipate that operating margins and cash flows will flatten in fiscal 2013 based on our expectation that weak economic conditions will result in a difficult operating environment for generating earnings growth. We believe that the acquisition of Wm. Bolthouse Farms ("Bolthouse") is a long-term credit positive but adds to Campbell's execution risk on its Strategic Transition plan.

Rating Outlook

The negative outlook reflects the increased leverage that resulted from the acquisition of Bolthouse and unresolved operating challenges in Campbell's core businesses -- especially in ready to serve soups that could hamper its plan to restore its balance sheet. The company's temporary suspension of its share repurchase program should allow it to pay down $800 million of acquisition debt and reduce debt/EBITDA leverage to 2.5 times within 18 -- 24 months, from 3.3 times at closing. At this pace of delevering we could change the outlook back to stable.

What Could Change the Rating - Up

We do not expect an upgrade in the near-term. Over time, if Campbell improves its operating performance according to its plan, it profitably expands its product base and global reach, and strengthens it credit metrics, an upgrade is possible. Quantitatively, retained cash flow to net debt would need to be sustained in the mid-30% range and debt/ EBITDA will have to be reduced to around 2.0 times before upward rating pressure would build.

What Could Change the Rating - Down

Deterioration in operating performance or an unfavorable shift in financial policy with respect to share repurchases or acquisitions could cause a downgrade. In terms of financial metrics, if the ratio of retained cash flow to net debt is not restored to above 25% or debt/ EBITDA is not reduced to below 2.5 times within 18-24 months, the ratings could be downgraded.

Campbell Soup Company, headquartered in Camden, New Jersey, is the world's leading producer of canned soups, and a global producer and marketer of a portfolio of simple meals, baked snacks and healthy beverages. The company's brands include "Campbell's," "Pepperidge Farm," "Arnott's," and "V8." Campbell reported net sales of approximately $7.7 billion for the last twelve month period ended July 29, 2012.

The principal methodology used in rating Campbell Soup Company, Inc was the Global Packaged Goods Industry Methodology published in July 2009. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Please see the Credit Policy page on www.moodys.com for a copy of these methodologies.

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Brian Weddington, CFA VP - Senior Credit Officer Corporate Finance Group Moody'sInvestors Service, Inc.250 Greenwich StreetNew York, NY 10007 U.S.A. JOURNALISTS: 212-553-0376 SUBSCRIBERS: 212-553-1653Peter H. Abdill, CFA MD - Corporate Finance Corporate Finance Group JOURNALISTS: 212-553-0376 SUBSCRIBERS: 212-553-1653 Releasing Office: Moody's Investors Service, Inc.250 Greenwich StreetNew York, NY 10007 U.S.A. JOURNALISTS: 212-553-0376 SUBSCRIBERS: 212-553-1653(C) 2012 Moody's Investors Service, Inc. and/or its licensors and affiliates (collectively, "MOODY'S"). All rights reserved.

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