8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of report (Date of earliest event reported): March 2, 2006

DEL MONTE FOODS COMPANY

(Exact Name of Registrant as Specified in Charter)

Delaware	001-14335	13-3542950
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

One Market @ The Landmark San Francisco, California	94105
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (415) 247-3000

N/A

(Former Name or Former Address, if Changed Since Last Report)

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

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

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

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

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

Section 2 – Financial Information

Item 2.02. Results of Operations and Financial Condition

The information contained in this Item 2.02 and in the accompanying exhibit shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

On March 2, 2006, Del Monte Foods Company announced via press release its results for its three and nine-month periods ended January 29, 2006. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Section 7 – Regulation FD

Item 7.01. Regulation FD Disclosure

The information contained in this Item 7.01 and in the accompanying exhibit shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

The information set forth in “Item 2.02. Results of Operations and Financial Condition”, including the exhibit referred to therein, is incorporated herein by reference.

On March 2, 2006, Del Monte Foods Company announced via press release that Del Monte Corporation, a wholly owned subsidiary of Del Monte Foods Company, has (1) entered into an agreement to acquire Meow Mix Holdings, Inc. and (2) entered into an agreement to sell its private label soup and infant feeding businesses to TreeHouse Foods, Inc. A copy of the press release is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

Section 9 – Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits

The information contained in this Item 9.01 and in the accompanying exhibits shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

(c) Exhibits.

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Exhibit	Description
99.1	Del Monte Foods Company Press Release dated March 2, 2006 relating to financial results for period ended January 29, 2006.
99.2	Del Monte Foods Company Press Release dated March 2, 2006.

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SIGNATURE

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

	Del Monte Foods Company
Date: March 2, 2006	By:	/s/ James Potter
		Name:	James Potter
		Title:	Secretary

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EXHIBIT INDEX

Exhibit	Description
99.1	Del Monte Foods Company Press Release dated March 2, 2006 relating to financial results for period ended January 29, 2006.
99.2	Del Monte Foods Company Press Release dated March 2, 2006.

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EX-99.1

Exhibit 99.1

                          

NEWS RELEASE

Del Monte Foods Company
P.O. Box 193575

San Francisco, CA 94119-3575

DEL MONTE FOODS COMPANY REPORTS
FISCAL 2006 THIRD QUARTER

SAN FRANCISCO, March 2, 2006- Del Monte Foods Company (NYSE: DLM):

Announcement Highlights

• Q3 net sales increased 2.0% year-over-year, driven primarily by successful pricing actions and new products

• Diluted EPS from continuing operations was $0.26 in Q3F06 compared to $0.23 (including $0.01 integration expense) in Q3F05

• The Company continued to experience increased inflationary and other costs

• The Company also announced two major milestones as it executes against Project Brand – the acquisition of Meow Mix Holdings, Inc. (“Meow Mix”) and the divestiture of private label soup and infant feeding businesses

Del Monte Foods Third Quarter Results

Del Monte Foods Company today reported income from continuing operations of $52.0 million and diluted earnings per share of $0.26 for the third quarter ended January 29, 2006, compared to income from continuing operations of $48.6 million and $0.23 per diluted share for the prior year period, including $0.01 of integration expense.

Third quarter net sales of $878.5 million increased 2.0% from prior year period net sales of $861.3 million. The increase in net sales was driven primarily by increased pricing and volume growth from new products. These gains were partially offset by lower volume in large part reflecting volume loss associated with price increases (elasticity) which was in the expected range.

Del Monte’s year-over-year third quarter earnings increase was driven by this solid top-line performance, as well as by several combined factors, including lower interest expense, the absence of integration expense, lower overhead expenses and the benefits from the share repurchase program, partially offset by increased steel, energy, logistics and other transportation-related costs.

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“We are pleased with our third quarter results, which reflect continued execution of our brand-focused strategic plan. Positive pricing and new product introductions, both enabled by our strong brands, drove solid, top-line growth,” said Richard G. Wolford, Chairman and CEO of Del Monte Foods. “While, steel, energy and transportation cost increases continue to pressure margins, going forward we believe that focused execution on our strategic plan will help us combat these inflationary costs and deliver increased value to shareholders.”

“Importantly, the acquisition of Meow Mix and the sale of our private label soup and infant feeding businesses, which we also announced today, are two key milestones in our execution of Project Brand,” continued Mr. Wolford. “These two transactions represent major steps in Del Monte’s strategic commitment to expand its portfolio of higher margin businesses in fast growing categories with leading brands that can support ongoing innovation. Together, these transactions will enhance the margin and growth potential of the entire Company and catapult us toward our goal of creating a more value-added, branded consumer packaged food company.”

Consumer Products
For the third quarter, Consumer Products net sales were $651.2 million, an increase of 2.0% over net sales of $638.3 million in the prior year period. The increase was driven primarily by higher pricing, as well as volume growth from new products including StarKist Tuna Fillets. These gains were partially offset by lower volume in large part reflecting expected volume loss associated with price increases.

Consumer Products operating income decreased 5.4% from $74.2 million in third quarter fiscal 2005 to $70.2 million in third quarter fiscal 2006, as the increase in sales was more than offset by increased steel, energy, logistics and other transportation-related costs.

Pet Products
For the third quarter, Pet Products net sales were $227.3 million, an increase of 1.9% over net sales of $223.0 million in the prior year period. The increase was driven primarily by increased volume from new products in the pet snacks and dry dog businesses, including Kibbles ‘n Bits Homestyle Beef and Meaty Bone Denta Delicious. The positive new product growth was partially offset by the expected decrease in volume when compared to higher prior year 9Lives restage promoted volume.

Pet Products operating income increased 22.5% from $37.8 million in third quarter fiscal 2005 to $46.3 million in third quarter fiscal 2006. The increase was driven by lower SG&A, reflecting the absence of prior year litigation expense and lower year-over-year marketing expense, largely reflecting the absence of the prior year period’s 9Lives restage investment. This SG&A reduction was partially offset by higher customer delivery costs.

Del Monte Foods Nine Months Ended January 29, 2006 Results

The Company reported income from continuing operations of $111.0 million and diluted earnings per share of $0.54 for the nine months ended January 29, 2006, compared to income

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from continuing operations of $99.0 million and $0.47 per diluted share for the prior year period, including $0.05 of integration expense.

Net sales for the nine months ended January 29, 2006 increased 4.2% from prior year period net sales of $2,333.9 million to $2,431.9 million. The increase in net sales was driven primarily by increased pricing partially offset by lower volume, as volume loss associated with price increases slightly offset positive new and existing product volume.

Del Monte’s year-over-year earnings increase for the nine months ended January 29, 2006 was driven primarily by the positive top-line performance, offset by increased steel, energy, logistics and other transportation-related costs, higher fish costs and increased SG&A. The absence of integration expense, lower interest expense and the benefits from the share repurchase program also contributed to higher earnings per share.

Outlook

For fiscal 2006, the Company expects to deliver sales growth above its previously announced 1 to 3% sales growth guidance range. Additionally, the Company continues to anticipate delivering full-year fiscal 2006 earnings per share at the low end of its original $0.75 to $0.80 guidance, which includes estimated earnings per share of $0.09 from the private label soup and infant feeding businesses which will be reported as discontinued operations. The Company also anticipates a small, one-time gain from the sale of infant feeding and private label soup businesses. On a continuing operations basis, the Company expects to deliver earnings per share of $0.66 to $0.71.

The Company continues to expect cash provided by operating activities, less cash used in investing activities, of approximately $190 to $200 million.

Fiscal 2005 net sales were $3,180.9 million. The Company reported diluted earnings per share of $0.56 and earnings per share from continuing operations of $0.56 for fiscal 2005, which included $0.07 of integration expense, $0.10 of refinancing expense and $0.02 of litigation expenses.

For the fiscal 2006 fourth quarter, the Company expects to deliver sales growth of approximately 1 to 3% over net sales of $847.0 million in the fourth quarter of fiscal 2005. Including both continued and discontinued operations, diluted earnings per share is expected to be approximately $0.18 to $0.23. The Company reported diluted earnings per share of $0.09 from continuing operations for the fourth quarter of fiscal 2005, which included $0.03 of integration expense, $0.10 of refinancing expense and $0.01 of litigation expenses.

Del Monte Foods

Del Monte Foods is one of the country’s largest and most well known producers, distributors and marketers of premium quality, branded and private label food and pet products for the U.S. retail market, generating over $3 billion in net sales in fiscal 2005. With a powerful portfolio of brands including Del Monte^®, Contadina^®, StarKist^®, S&W^®, College Inn^®, 9Lives^®, Kibbles ‘n Bits^®, Pup-Peroni^®, Snausages^®, Pounce^® and Meaty Bone^®, Del Monte products are found in

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nine out of ten American households. For more information on Del Monte Foods Company (NYSE:DLM), visit the Company’s website at www.delmonte.com.

Del Monte Foods will host a live audio webcast, accompanied by a slide presentation, to discuss its fiscal 2006 third quarter at 8:00 a.m. PT (11:00 a.m. ET) today. The webcast slide presentation and historical, quarterly results can be accessed at www.delmonte.com/Company/investors. The audio portion of the webcast may also be accessed during the call (listen-only mode) as follows: 1- 877-709-5341 (1-517-308-9005 outside the U.S. and Canada), verbal code: Del Monte Foods. The web cast and slide presentation will be available online following the presentation.

This press release contains forward-looking statements conveying management’s expectations as to the future based on plans, estimates and projections at the time the Company makes the statements. Forward-looking statements involve inherent risks and uncertainties and the Company cautions you that a number of important factors could cause actual results to differ materially from those contained in any such forward-looking statement. The forward-looking statements contained in this press release include statements related to future financial operating results and business plans as well as the planned acquisition and sale announced separately today.

Factors that could cause actual results to differ materially from those described in this press release include, among others: general economic and business conditions; cost and availability of commodities, ingredients and other raw materials, including without limitation, steel, energy, fuel, grains, meat by-products and tuna; logistics and other transportation-related costs; ability to increase prices and reduce costs; our debt levels and ability to service our debt; costs and results of efforts to improve the performance and market share of our businesses; reduced sales, disruptions, costs or other charges to earnings that may be generated by our strategic plan, including related disposition efforts; acquisitions, if any, including identification of appropriate targets and successful integration of any acquired business; matters that may effect the disposition of the private label soup and infant feeding businesses, the acquisition of Meow Mix Holdings, Inc. or the impact of such transactions, including as described in today’s release relating to such transactions; effectiveness of marketing, pricing and trade promotion programs; changing consumer and pet preferences; timely launch and market acceptance of new products; competition, including pricing and promotional spending levels by competitors; product liability claims; weather conditions; crop yields; changes in U.S., foreign or local tax laws and effective rates; interest rate fluctuations; the loss of significant customers or a substantial reduction in orders from these customers or the bankruptcy of any such customer; changes in business strategy or development plans; availability, terms and deployment of capital; dependence on co-packers, some of whom may be competitors or sole-source suppliers; changes in, or the failure or inability to comply with, U.S., foreign and local governmental regulations, including environmental regulations; litigation; industry trends, including changes in buying, inventory and other business practices by customers; public safety and health issues; and other factors.

These factors and other risks and uncertainties are described in more detail, from time to time, in the Company’s filings with the Securities and Exchange Commission, including its annual report on Form 10-K. Investors are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. The Company does not undertake to update any of these statements in light of new information or future events.

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Del Monte Foods Company — Selected Financial Information

Net Sales by Segment
(In millions)

	Three Months Ended				Nine Months Ended
	January 29,		January 30,		January 29,		January 30,
Net Sales:	2006		2005		2006		2005
Consumer Products	$	651.2	$	638.3	$	1,801.4	$	1,714.4
Pet Products		227.3		223.0		630.5		619.5
Total company	$	878.5	$	861.3	$	2,431.9	$	2,333.9

Operating Income by Segment
(In millions)

	Three Months Ended						Nine Months Ended
	January 29,			January 30,			January 29,			January 30,
Operating Income:	2006			2005			2006			2005
Consumer Products	$	70.2		$	74.2		$	176.8		$	183.3
Pet Products		46.3			37.8			103.1			86.1
Corporate (a)		(12.5	)		(7.6	)		(36.1	)		(30.8	)
Total company	$	104.0		$	104.4		$	243.8		$	238.6

(a) Corporate represents expenses not directly attributable to reportable segments.

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Selected Balance Sheet Data

(In millions)	As of
	January 29,		May 1,
	2006		2005
Cash and cash equivalents	$	94.6	$	145.9
Trade accounts receivable, net of allowance		218.2		212.6
Inventories		1,024.6		825.1
Total assets		3,630.6		3,530.6
Accounts payable and accrued expenses		462.8		387.3
Short-term borrowings		1.8		1.0
Long-term debt, including current portion		1,305.0		1,306.1
Stockholders’ equity		1,246.5		1,260.6

Selected Cash Flow Data

(In millions)	Nine Months Ended
	January 29,			January 30,
	2006			2005
Net cash provided by (used in) operating activities	$	86.5		$	(5.8	)
Net cash used in investing activities		(13.1	)		(41.2	)
Total		73.4			(47.0	)
Net cash provided by (used in) financing activities		(124.0	)		17.4
Depreciation and amortization		70.9			68.2

Other Financial Data

(In millions)	As of
	January 29,		May 1,		January 30,
	2006		2005		2005
Short-term borrowings	$	1.8	$	1.0	$	14.9
Current portion of long-term debt		10.1		1.7		6.3
Long-term debt (excluding current portion)		1,294.9		1,304.4		1,363.9
Total Debt		1,306.8		1,307.1		1,385.1
Cash and cash equivalents		94.6		145.9		8.6
Total Debt Net of Cash	$	1,212.2	$	1,161.2	$	1,376.5

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DEL MONTE FOODS COMPANY
Consolidated Statements of Income
(In millions, except share and per share data)

	Three Months Ended						Nine Months Ended
	January 29,			January 30,			January 29,		January 30,
	2006			2005			2006		2005
Net sales	$	878.5		$	861.3		$	2,431.9	$	2,333.9
Cost of products sold		638.3			629.1			1,798.4		1,732.5
Gross profit		240.2			232.2			633.5		601.4
Selling, general and administrative expense		136.2			127.8			389.7		362.8
Operating income		104.0			104.4			243.8		238.6
Interest expense		22.7			25.9			66.8		76.4
Other (income) expense		(0.1	)		0.1			1.0		2.6
Income from continuing operations before income taxes		81.4			78.4			176.0		159.6
Provision for income taxes		29.4			29.8			65.0		60.6
Income from continuing operations		52.0			48.6			111.0		99.0
Income (loss) from discontinued operations before income taxes		(0.2	)		—			1.2		(0.7	)
Provision (benefit) for income taxes		(0.1	)		0.1			0.2		(0.3	)
Income (loss) from discontinued operations		(0.1	)		(0.1	)		1.0		(0.4	)
Net income	$	51.9		$	48.5		$	112.0	$	98.6
Earnings per common share (EPS)
Basic:
Basic Average Shares		199,719,243			210,956,990			202,345,229		210,329,324
EPS — Continuing Operations	$	0.26		$	0.23		$	0.55	$	0.47
EPS — Discontinued Operations		—			—			—		—
EPS — Total	$	0.26		$	0.23		$	0.55	$	0.47
Diluted:
Diluted Average Shares		201,917,511			212,708,244			204,560,130		212,155,196
EPS — Continuing Operations	$	0.26		$	0.23		$	0.54	$	0.47
EPS — Discontinued Operations		—			—			—		—
EPS — Total	$	0.26		$	0.23		$	0.54	$	0.47

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CONTACTS:

Media	Analysts
Brandy Bergman/Robin Weinberg	Jennifer Garrison
Citigate Sard Verbinnen	Del Monte Foods
(212) 687-8080	(415) 247-3382

# # #

8 EX-99.2 3 f18010exv99w2.htm EXHIBIT 99.2

Exhibit 99.2

	NEWS RELEASE
Del Monte Foods Company P.O. Box 193575
San Francisco, CA 94119-3575

DEL MONTE FOODS TO ACQUIRE MEOW MIX CREATING
BILLION DOLLAR PET BUSINESS

COMPANY TO SELL PRIVATE LABEL SOUP AND INFANT
FEEDING BUSINESSES

Transactions To Increase Focus on Higher-Margin, Branded Portfolio
and Immediately Enhance Margin Profile

Strategic Acquisition of Key Cat Food Brand Strengthens Company’s
Presence in Fast-Growing Dry Pet Segment;
Accelerates Top-Line Growth Potential

SAN FRANCISCO, March 2, 2006 - Del Monte Foods Company (NYSE: DLM) today announced that Del Monte Corporation, its wholly owned subsidiary, has entered into an agreement to acquire privately held Meow Mix Holdings, Inc. (“Meow Mix”) for approximately $705 million, which includes approximately $23 million in tax benefits which the Company expects to achieve as a result of the acquisition. Meow Mix, with 2005 revenues of approximately $250 million, a historical three-year sales CAGR of more than 10% and a broad distribution base, has the #2 market share in the $2.5 billion dry cat food category (growing at approximately 4% annually).

Additionally, the Company announced today that it has entered into an agreement to sell its private label soup and infant feeding businesses to TreeHouse Foods, Inc. (“TreeHouse”) for approximately $275 million, including a working capital adjustment.

Delivery Against Project Brand

These transactions represent two major steps in the execution of Project Brand, Del Monte’s previously announced strategic plan to enhance shareholder value by increasing the branded focus of its product portfolio and accelerating innovation-driven organic growth in higher margin categories. The transactions are expected to improve Del Monte’s overall company performance and significantly enhance the competitive position of the Pet Business specifically. These

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actions are expected to increase Del Monte’s branded sales to approximately 85% of total net sales. Following the close of these transactions, Del Monte will have a billion dollar pet food business with an improved platform for innovation, as well as greater revenue growth potential and higher overall margins. The Company will also have a streamlined cost and asset base and 39% fewer SKUs, well exceeding the Company’s Project Brand goal to achieve a 20% SKU reduction by fiscal 2008.

“These two transactions represent major steps in Del Monte’s strategic commitment to expand its portfolio of higher margin businesses in fast growing categories with leading brands that can support ongoing innovation,” said Richard G. Wolford, Del Monte’s Chairman and Chief Executive Officer. “The transactions streamline our company around our branded U.S. retail go-to-market platform, eliminate a parallel private label platform and reduce total SKUs by close to 40%. The acquisition of Meow Mix will immediately strengthen dry pet food, one of Del Monte’s largest growth businesses and improve the competitive position of our pet products portfolio. At the same time, the divestiture of our private label soup and infant feeding businesses enables us to focus innovation initiatives and financial resources against faster-growing, margin-enhancing branded businesses that share a common go-to-market platform. Together, these transactions will enhance the margin and growth potential of the entire Company and catapult us toward our goal of creating a more value-added, branded consumer packaged food company.”

Strengthened Pet Portfolio

“Meow Mix is one of the most powerful brands in the pet food industry,” Mr. Wolford continued. “This strong brand equity, which has been outperforming the fast-growing dry cat category, provides an excellent platform from which we can leverage Del Monte’s strong U.S. retail go-to-market platform and proven innovation skills to transform the competitive position of our pet products portfolio. We see great opportunities to continue to expand the Meow Mix brand equity to the premium wet cat and cat snack segments. Also, with its leading dry cat products, Meow Mix is complementary to our existing 9Lives business which has a stronger wet cat food presence.”

Launched in 1974 in the United States, the Meow Mix brand has grown to become a leading brand in cat food. Meow Mix has accomplished this through its brand positioning and mission of “keeping cats happy.” Its signature yellow packaging and tagline, “Tastes so good cats ask for it by name,” as well as the jingle “Meow, meow, meow, meow...” have helped the brand earn the highest awareness of any dry cat food among consumers.

Meow Mix, which is majority owned by The Cypress Group, a New York-based private equity firm, is the maker of Meow Mix^® brand cat food and Alley Cat^® brand dry cat food. In recent years, Meow Mix has successfully leveraged its strong brand platform and introduced new products such as Indoor, Kitten and Hairball Control Formula, premium pouch and Meow Mix cat treats. Like Del Monte’s current pet products, Meow Mix’s products are distributed nationally, with the majority of sales in grocery and mass merchandiser channels. Meow Mix currently has a 16% share in the U.S. retail grocery market and over 90% national distribution.

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Included in the acquisition is Meow Mix’s newly renovated, state-of-the-art production facility in Decatur, Alabama.

Divestiture Details

The divestiture of the soup and infant feeding businesses includes the sale of Del Monte’s manufacturing facility and distribution center in Pittsburgh, Pennsylvania and certain manufacturing assets associated with the private label soup business located at the Mendota, Illinois facility. Upon closing, approximately 790 of Del Monte’s plant employees and approximately 120 additional employees will join TreeHouse.

“We believe we have significantly strengthened these businesses since they were acquired in December 2002,” continued Wolford. “However, given our branded focus going forward, we believe that the future of these businesses will be better aligned with TreeHouse, which is strategically focused on leveraging the business models and capabilities these businesses represent. Del Monte will now be better positioned to build our branded, Pittsburgh-based StarKist Seafood and Pet Products businesses as well as our Del Monte Brands business, which are all central to Del Monte’s growth strategy going forward.”

Historically, Del Monte has produced College Inn broth, private label soup and infant feeding products in its Pittsburgh, Pennsylvania facility and private label soup and vegetable products in its Mendota, Illinois facility. As part of the transaction, Del Monte will enter into a co-pack agreement with TreeHouse, under which TreeHouse will produce broth in the Pittsburgh facility for Del Monte’s College Inn broth business, which is not part of this sale. TreeHouse has entered into a long-term lease agreement at Del Monte’s Mendota facility. Del Monte will retain ownership of the Mendota facility, where it will continue to produce vegetable products. The majority of Del Monte’s support services, including IT, Consumer Affairs, Customer Financial Services, and Pet Products and StarKist Seafood Research and Development, will remain in Pittsburgh.

Financial Information and Transaction Details

In fiscal 2006, the private label soup and infant feeding businesses together were expected to have generated approximately $295 million of net sales and contributed $0.09 to earnings per share. The divestiture currently is expected to be slightly accretive to Del Monte’s earnings per share in fiscal 2006, reflecting a small after-tax book gain, partially offset by the expected loss of earnings contribution from the businesses for the post-closing portion of this fiscal year and other costs related to the sale. The transaction is expected to generate after-tax cash proceeds of approximately $210 million.

Del Monte expects to fund the Meow Mix acquisition with the proceeds of the divestiture, as well as with cash from operations and approximately $300 million in debt. In year one, Del Monte expects earnings generated from the acquisition of Meow Mix to largely offset the dilutive impact of the private label soup and infant feeding divestiture. In year two, the Meow Mix acquisition is expected to be meaningfully accretive to earnings as the Company captures the more than $20 million in annualized synergies expected with this transaction.

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Additionally, the Company expects that the acquisition of Meow Mix, with its gross margins in excess of 35%, and the elimination of the lower margin private label soup and infant feeding businesses, will increase Del Monte’s overall gross margin by 100 basis points.

Del Monte Foods expects the acquisition of Meow Mix to close in the first quarter of fiscal 2007, subject to the satisfaction of regulatory approvals and customary closing conditions. The financial results of the business are expected to be reported within the Pet Products reportable segment.

The divestiture of private label soup and infant feeding, which is subject to regulatory approval, is expected to be completed by the end of the Company’s fiscal year 2006.

Lehman Brothers Inc. is acting as financial advisor to Del Monte Corporation for the Meow Mix acquisition. Banc of America Securities LLC is acting as financial adviser to Del Monte Corporation for the sale of the private label soup and infant feeding businesses.

Del Monte Foods
Del Monte Foods is one of the country’s largest and most well known producers, distributors and marketers of premium quality, branded and private label food and pet products for the U.S. retail market, generating over $3 billion in net sales in fiscal 2005. With a powerful portfolio of brands including Del Monte^®, Contadina^®, StarKist^®, S&W^®, Nature’s Goodness™, College Inn^®, 9Lives^®, Kibbles ‘n Bits^®, Pup-Peroni^®, Snausages^®, Pounce^® and Meaty Bone^®, Del Monte products are found in nine out of ten American households. For more information on Del Monte Foods Company (NYSE:DLM), visit the Company’s website at www.delmonte.com.

Del Monte Foods will host a live audio webcast, accompanied by a slide presentation, to discuss its fiscal 2006 third quarter and the transactions described herein at 8:00 a.m. PT (11:00 a.m. ET) today. The webcast slide presentation and historical, quarterly results can be accessed at www.delmonte.com/Company/investors. The audio portion of the webcast may also be accessed during the call (listen-only mode) as follows: 1- 877-709-5341 (1-517-308-9005 outside the U.S. and Canada), verbal code: Del Monte Foods. The web cast and slide presentation will be available online following the presentation.

Meow Mix
Meow Mix, headquartered in Secaucus, New Jersey, is the maker of Meow Mix^® brand cat food. Meow Mix varieties include Original Choice, Seafood Middles and Hairball Control Formula. Meow Mix also manufactures and markets Alley Cat^® brand dry cat food.

TreeHouse Foods
TreeHouse is a food manufacturer servicing primarily the retail grocery and foodservice channels. Its products include pickles and related products; non-dairy powdered coffee creamer; and other food products including aseptic sauces, refrigerated salad dressings, and liquid non-dairy creamer. TreeHouse believes it is the largest manufacturer of pickles and non-dairy powdered creamer in the United States based on sales volume.

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The Cypress Group
The Cypress Group is a New York based private equity group which manages two private equity funds with more than $3.5 billion in commitments. Cypress invests in privately negotiated transactions, targeting operating businesses and investing with management to foster continued growth. Investments made by Cypress include Cinemark, Inc.; Williams Scotsman, Inc.; WESCO International, Inc.; ClubCorp, Inc.; Danka Business Systems PLC; MedPointe Inc.; Montpelier Re Holdings, Ltd.; Republic National Cabinet Corp.; Catlin Group Ltd.; The Meow Mix Company; Financial Guaranty Insurance Company (FGIC); Communications & Power Industries, Inc.; Affinia Group Inc.; Stone Canyon Entertainment Corporation; Cooper-Standard Automotive; and Scottish Re Group Limited. The Cypress Internet address is: www.cypressgp.com.

This press release contains forward-looking statements conveying management’s expectations as to the future based on plans, estimates and projections at the time the Company makes the statements. Forward-looking statements can be identified by the use of words such as “expect,” “plan,” “will,” and words of similar meaning. The forward-looking statements contained in this press release include statements related to the planned sale of the Company’s private label soup and infant feeding businesses and timing thereof; the expected impact of the planned sale; the expected proceeds from such sale and the expected use thereof; the planned co-pack relationship; and the expected impact of the private label soup and infant feeding businesses on the Company’s fiscal 2006 results. Other forward-looking statements contained in this press release include statements related to the planned acquisition of Meow Mix Holdings, Inc. and timing thereof; the expected impact of the planned acquisition, including without limitation, the expected impact on the Company’s margins and growth potential; and the expected impact of the acquisition on the Company’s fiscal 2007 and 2008 results. This press release also includes forward looking statements related to the operation of the Company going forward.

Forward-looking statements involve inherent risks and uncertainties and the Company cautions you that a number of important factors could cause actual results to differ materially from those contained in any such forward-looking statement, including failure to obtain regulatory approvals or satisfy other conditions necessary to consummate the planned sale of the Company’s private label soup and infant feeding businesses on a timely basis if at all; other issues affecting the expected closing or consequences of the sale, including indemnification and other ongoing obligations under the sale and ancillary agreements, liabilities retained in connection with the planned sale, the book and tax basis of the net assets to be divested, and the costs associated with the planned sale; failure to obtain FTC approval or other regulatory approvals or satisfy other conditions necessary to consummate the planned acquisition of Meow Mix Holdings, Inc. on a timely basis if at all; other issues affecting the expected closing or consequences of the acquisition, including the audited financial results of Meow Mix Holdings, Inc., the costs and expenses associated with financing the purchase price, and other costs associated with the planned acquisition; future financial operating results of the Company, including the private label soup and infant feeding businesses and the Meow Mix business; and the Company’s business plans at and after the time of any consummation of the planned sale or planned acquisition.

Additional factors that may affect the Company’s future financial operating results and business plans are described in more detail, from time to time, in the Company’s filings with the Securities and Exchange Commission, including its annual report on Form 10-K and its most recent quarterly report on Form 10-Q. Investors are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. The Company does not undertake to update any of these statements in light of new information or future events.

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CONTACTS:
Media	Analysts
Melissa Murphy	Jennifer Garrison
Del Monte Foods	Del Monte Foods
(412) 222-8713	(415) 247-3382
Brandy Bergman/Robin Weinberg
Citigate Sard Verbinnen
(212) 687-8080

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