Fitch Upgrades Campbell's Ratings to 'A/F1'; Outlook Stable

--Long-term Issuer Default Rating (IDR) to 'A' from 'A-';

--Senior unsecured debt to 'A' from 'A-';

--Short-term IDR to 'F1' from 'F2';

--Commercial paper to 'F1' from 'F2'.

Campbell's debt was $2.8 billion at Oct. 28, 2007.

The Rating Outlook is Stable.

The rating upgrade recognizes the company's improvement in credit measures over the past few years and expectations for the continuation of its balanced financial strategy. For the fiscal year ended July 29, 2007, total debt-to-operating EBITDA was 1.7 times (x), funds from operations (FFO) adjusted leverage was 2.9x and operating EBITDA-to-gross interest expense was 9x. Fitch expects Campbell's to manage its capital structure to maintain relatively flat debt levels and stable credit metrics in the near- to intermediate term.

During fiscal 2007, Campbell's used divestiture proceeds and cash to reduce debt by approximately $600 million and complete net share repurchases of slightly less than $1 billion. Fitch anticipates that future divestiture proceeds will also be primarily utilized for share repurchases. Cash flow from operations is likely to rebound in fiscal 2008 after being materially affected by working capital usage and non-recurring hedging transactions, primarily for foreign currency, in fiscal 2007. While leverage rose slightly to approximately 1.8x for the latest 12-month period ended Oct. 28, 2007, higher seasonal short-term debt should recede to normal levels within the near term.

Campbell's ratings are based on the company's leading position in the high-margin soup category and the strength of its branded product portfolio. The ratings also consider the maturity and competitiveness of the North American soup market. The company's overall EBITDA margins are among the best in the packaged food industry, despite recent margin pressure due to heightened input costs. Higher input cost inflation is prevalent across the industry. Campbell's market leadership should enable it to achieve increased pricing, which combined with productivity initiatives, will be necessary to offset most or all of the rising commodity input costs.

Campbell Soup Company is a global manufacturer and marketer of branded food products. Top brands include Campbell's, Swanson, Prego, Pace, V8, Pepperidge Farm, Godiva and Arnott's. The company has four operating segments: U.S. Soup, Sauces and Beverages, Baking and Snacking, International Soup and Sauces, and Other (which include Godiva and the company's North America Soup and Away From Home foodservice operations). Approximately 42% of outstanding shares are owned by the heirs of the founding family who also hold five of 16 seats on the company's board of directors.

Fitch's rating definitions and the terms of use of such ratings are available on the agency's public site, . Published ratings, criteria and methodologies are available from this site, at all times. Fitch's code of conduct, confidentiality, conflicts of interest, affiliate firewall, compliance and other relevant policies and procedures are also available from the 'Code of Conduct' section of this site. The issuer did not participate in the rating process other than through the medium of its public disclosure.