10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended October 26, 2008

OR

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from              to             

Commission file number 001-14335

DEL MONTE FOODS COMPANY

(Exact name of registrant as specified in its charter)

Delaware	13-3542950
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification Number)

One Market @ The Landmark, San Francisco, California 94105

(Address of Principal Executive Offices including Zip Code)

(415) 247-3000

(Registrant’s Telephone Number, Including Area Code)

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.    Yes  x    No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer  x                    Accelerated filer  ¨                    Non-accelerated filer  ¨

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

As of December 2, 2008, there were 197,736,076 shares of Del Monte Foods Company Common Stock, par value $0.01 per share, outstanding.

Table of Contents

PART I.	FINANCIAL INFORMATION	3
ITEM 1.	FINANCIAL STATEMENTS	3
	CONDENSED CONSOLIDATED BALANCE SHEETS – October 26, 2008 (Unaudited) and April 27, 2008	3
	CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Unaudited) – three and six months ended October  26, 2008 and October 28, 2007	4
	CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) – six months ended October  26, 2008 and October 28, 2007	5
	NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)	6
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	19
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	30
ITEM 4.	CONTROLS AND PROCEDURES	33
PART II.	OTHER INFORMATION	34
ITEM 1.	LEGAL PROCEEDINGS	34
ITEM 1A.	RISK FACTORS	35
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	37
ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	37
ITEM 4.	SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS	37
ITEM 5.	OTHER INFORMATION	38
ITEM 6.	EXHIBITS	38
SIGNATURES		39

2

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

DEL MONTE FOODS COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(In millions, except per share data)

	October 26, 2008			April 27, 2008
	(unaudited)			(derived from audited financial statements)
ASSETS
Cash and cash equivalents	$	10.4		$	25.6
Trade accounts receivable, net of allowance		231.5			277.0
Inventories		1,058.7			662.1
Assets of discontinued operations		—			278.6
Prepaid expenses and other current assets		166.9			91.3
TOTAL CURRENT ASSETS		1,467.5			1,334.6
Property, plant and equipment, net		640.5			650.1
Goodwill		1,337.3			1,337.7
Intangible assets, net		1,187.2			1,191.1
Other assets, net		26.5			32.8
TOTAL ASSETS	$	4,659.0		$	4,546.3
LIABILITIES AND STOCKHOLDERS’ EQUITY
Accounts payable and accrued expenses	$	636.8		$	471.9
Short-term borrowings		289.8			0.3
Current portion of long-term debt		29.1			37.2
Liabilities of discontinued operations		—			17.9
TOTAL CURRENT LIABILITIES		955.7			527.3
Long-term debt		1,542.1			1,854.8
Deferred tax liabilities		386.3			397.4
Other non-current liabilities		265.4			266.3
TOTAL LIABILITIES		3,149.5			3,045.8
Stockholders’ equity:
Common stock ($0.01 par value per share, shares authorized:
500.0; 215.1 issued and 197.7 outstanding at October 26, 2008 and 214.7 issued and 197.3 outstanding at April 27, 2008)	$	2.1		$	2.1
Additional paid-in capital		1,041.9			1,034.7
Treasury stock, at cost		(183.1	)		(183.1	)
Accumulated other comprehensive income (loss)		(14.4	)		8.2
Retained earnings		663.0			638.6
TOTAL STOCKHOLDERS’ EQUITY		1,509.5			1,500.5
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	4,659.0		$	4,546.3

See Accompanying Notes to Condensed Consolidated Financial Statements.

3

DEL MONTE FOODS COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(In millions, except per share data)

	Three Months Ended					Six Months Ended
	October 26, 2008		October 28, 2007			October 26, 2008		October 28, 2007
	(unaudited)
Net sales	$	901.0	$	808.2		$	1,627.2	$	1,435.0
Cost of products sold		666.5		589.1			1,233.3		1,047.0
Gross profit		234.5		219.1			393.9		388.0
Selling, general and administrative expense		155.0		142.9			301.1		275.7
Operating income		79.5		76.2			92.8		112.3
Interest expense		30.1		35.9			57.7		68.7
Other (income) expense		12.0		(1.7	)		10.9		(1.1	)
Income from continuing operations before income taxes		37.4		42.0			24.2		44.7
Provision for income taxes		10.1		16.3			4.9		17.3
Income from continuing operations		27.3		25.7			19.3		27.4
Income (loss) from discontinued operations before income taxes		42.7		(1.1	)		39.7		1.7
Provision (benefit) for income taxes		19.6		(1.3	)		18.7		(0.3	)
Income from discontinued operations		23.1		0.2			21.0		2.0
Net income	$	50.4	$	25.9		$	40.3	$	29.4
Earnings per common share
Basic:
Continuing operations	$	0.14	$	0.13		$	0.10	$	0.13
Discontinued operations		0.11		0.00			0.10		0.01
Total	$	0.25	$	0.13		$	0.20	$	0.14
Diluted:
Continuing operations	$	0.14	$	0.13		$	0.10	$	0.13
Discontinued operations		0.11		0.00			0.10	$	0.01
Total	$	0.25	$	0.13		$	0.20	$	0.14

See Accompanying Notes to Condensed Consolidated Financial Statements.

4

DEL MONTE FOODS COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In millions)

	Six Months Ended
	October 26, 2008			October 28, 2007
	(unaudited)
OPERATING ACTIVITIES:
Net income	$	40.3		$	29.4
Adjustments to reconcile net income to net cash used in operating activities:
Depreciation and amortization		52.1			51.9
Deferred taxes		0.2			12.2
(Gain)/loss on asset disposals		(27.6	)		1.7
Stock compensation expense		5.5			2.7
Other non-cash items, net		(2.6	)		0.5
Changes in operating assets and liabilities		(344.7	)		(248.7	)
NET CASH USED IN OPERATING ACTIVITIES		(276.8	)		(150.3	)
INVESTING ACTIVITIES:
Capital expenditures		(39.9	)		(45.2	)
Net proceeds from disposal of assets		347.0			2.2
Other, net		—			(0.6	)
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES		307.1			(43.6	)
FINANCING ACTIVITIES:
Proceeds from short-term borrowings		389.1			341.9
Payments on short-term borrowings		(99.6	)		(117.8	)
Principal payments on long-term debt		(320.8	)		(14.7	)
Dividends paid		(15.8	)		(16.2	)
Issuance of common stock		2.1			3.3
Purchase of treasury stock		—			(2.5	)
Excess tax benefits from stock-based compensation		—			0.1
NET CASH (USED IN) PROVIDED BY FINANCING ACTIVITIES		(45.0	)		194.1
Effect of exchange rate changes on cash and cash equivalents		(0.6	)		(0.3	)
NET CHANGE IN CASH AND CASH EQUIVALENTS		(15.3	)		(0.1	)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD		25.7	1		13.0
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	10.4		$	12.9

¹ Includes $0.1 of cash included in assets held for sale

See Accompanying Notes to Condensed Consolidated Financial Statements.

5

DEL MONTE FOODS COMPANY AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the three and six months ended October 26, 2008

(In millions, except per share data)

(Unaudited)

Note 1. Business and Basis of Presentation

Del Monte Foods Company and its consolidated subsidiaries (“Del Monte” or the “Company”) is one of the country’s largest producers, distributors and marketers of premium quality, branded food and pet products for the U.S. retail market, with leading food brands, such as Del Monte, S&W, Contadina, College Inn and other brand names and premier foods and snacks for pets, with brands including Meow Mix, Kibbles ‘n Bits, 9Lives, Milk-Bone, Pup-Peroni, Meaty Bone, Snausages, Pounce and other brand names. The Company also produces private label food and pet products. The majority of its products are sold nationwide in all channels serving retail markets, mass merchandisers, the U.S. military, certain export markets, the foodservice industry and food processors.

On October 6, 2008, pursuant to the Purchase Agreement dated June 29, 2008 among Del Monte Corporation, Dongwon Enterprise Co., Ltd. (“Dongwon Enterprise”), Dongwon Industries Co., Ltd. (“Dongwon Industries”), Dongwon F&B Co., Ltd. (“Dongwon F&B”), Starkist Co. (“Starkist Co.”, and collectively with Dongwon Enterprise, Dongwon Industries, Dongwon F&B, the “Dongwon Entities”), and StarKist Samoa Co. (“Acquisition Sub”), Del Monte Corporation (i) sold to Starkist Co. all of the outstanding stock of Galapesca S.A., Panapesca Fishing, Inc. and Marine Trading Pacific, Inc., (ii) caused Star-Kist Samoa, Inc. to be merged with and into Acquisition Sub and (iii) sold to Starkist Co. certain assets that are primarily related to the business of manufacturing, marketing, selling and distributing StarKist brand products and private label seafood products (such business, the “StarKist Seafood Business”). The divestiture included the sale of Del Monte’s manufacturing capabilities in American Samoa and Manta, Ecuador; and certain manufacturing assets associated with the StarKist Seafood Business located in Terminal Island, California and Guayaquil, Ecuador. Under the terms of the Purchase Agreement, the Dongwon Entities paid a purchase price of approximately $359 at closing. The Company also expects to receive in the current fiscal year approximately an additional $30 from the Dongwon Entities related to the final working capital adjustment. The Dongwon Entities also assumed certain liabilities related to the StarKist Seafood Business. All of Del Monte’s direct plant employees related to the StarKist Seafood Business joined the Dongwon Entities as a result of the divestiture. In addition, as a result of the transaction, Del Monte transferred to the Dongwon Entities or eliminated a total of 33 salaried positions. The financial results of the StarKist Seafood Business were previously reported within the Consumer Products reportable segment. For all periods presented, the operating results and assets and liabilities related to the StarKist Seafood Business have been classified as discontinued operations.

The Company has two reportable segments: Consumer Products and Pet Products. The Consumer Products reportable segment includes the Consumer Products operating segment, which manufactures, markets and sells branded and private label shelf-stable products, including fruit, vegetable, tomato and broth products. The Pet Products reportable segment includes the Pet Products operating segment, which manufactures, markets and sells branded and private label dry and wet pet food and pet snacks.

The Company operates on a 52 or 53-week fiscal year ending on the Sunday closest to April 30. The results of operations for the three months ended October 26, 2008 and October 28, 2007 each reflect periods that contain 13 weeks. The results of operations for the six months ended October 26, 2008 and October 28, 2007 each reflect periods that contain 26 weeks.

The accompanying unaudited condensed consolidated financial statements of Del Monte as of October 26, 2008 and for the three and six months ended October 26, 2008 and October 28, 2007 have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and notes required by GAAP for annual financial statements. In the opinion of management, all adjustments consisting of normal and recurring entries considered necessary for a fair presentation of the results for the interim periods presented have been included. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect reported amounts in the financial statements and accompanying notes. These estimates are based on information available as of the date of the unaudited condensed consolidated financial statements. Therefore, actual results could differ from those estimates. Furthermore, operating results for the three and six months ended October 26, 2008 are not necessarily indicative of the results expected for the year ending May 3, 2009. These unaudited condensed consolidated financial statements should be read in conjunction with the notes to the financial statements contained in the Company’s annual report on Form 10-K for the year ended April 27, 2008 (“2008 Annual Report”). All significant intercompany balances and transactions have been eliminated.

6

DEL MONTE FOODS COMPANY AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

For the three and six months ended October 26, 2008

(In millions, except per share data)

(Unaudited)

Note 2. Recently Issued Accounting Standards

In April 2008, the Financial Accounting Standards Board (“FASB”) finalized FASB Staff Position (“FSP”) No. 142-3, “Determination of the Useful Life of Intangible Assets.” FSP 142-3 amends the factors an entity should consider in developing renewal or extension assumptions used in determining the useful life of recognized intangible assets under FASB Statement No. 142, “Goodwill and Other Intangible Assets.” This new guidance applies prospectively to intangible assets that are acquired individually or with a group of other assets in business combinations and asset acquisitions. FSP 142-3 is effective for financial statements issued for fiscal years beginning after December 15, 2008 and interim periods within those fiscal years. Early adoption is prohibited. The Company is currently evaluating the impact that FSP 142-3 will have on its consolidated financial statements.

In May 2008, the FASB issued Statement of Financial Accounting Standards No. 162, The Hierarchy of Generally Accepted Accounting Principles (“SFAS 162”). SFAS No. 162 identifies the sources of accounting principles and the framework for selecting the principles to be used in the preparation of financial statements of nongovernmental entities that are presented in conformity with generally accepted accounting principles (GAAP) in the United States (the GAAP hierarchy). This Statement will be effective 60 days following the SEC’s approval of the Public Company Accounting Oversight Board amendments to AU Section 411, The Meaning of Present Fairly in Conformity With Generally Accepted Accounting Principles. The Company does not believe the adoption of SFAS 162 will have a material impact on its consolidated financial statements.

Note 3. Employee Stock Plans

See Note 9 of the 2008 Annual Report for a description of the Company’s stock-based incentive plans.

The fair value for stock options granted was estimated at the date of grant using a Black-Scholes option-pricing model. The following table presents the weighted average assumptions for options granted during the six months ended October 26, 2008 and October 28, 2007:

	Six Months Ended
	October 26, 2008		October 28, 2007
Dividend yield	1.8	%	1.4	%
Expected volatility	26.4	%	26.4	%
Risk-free interest rate	3.2	%	4.4	%
Expected life (in years)	6.1		7.0

Stock option activity and related information during the period indicated was as follows:

	Options Outstanding		Outstanding Weighted Average Exercise Price		Options Exercisable	Exercisable Weighted Average Exercise Price
Balance at April 27, 2008	16,460,664		$	9.72	10,761,811	$	9.35
Granted	3,448,800			7.91
Forfeited	(683,509	)		10.48
Exercised	(236,600	)		7.81
Balance at October 26, 2008	18,989,355		$	9.39	12,442,775	$	9.54

As of October 26, 2008, the aggregate intrinsic values of options outstanding and options exercisable were $0 and $0, respectively.

7

DEL MONTE FOODS COMPANY AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

For the three and six months ended October 26, 2008

(In millions, except per share data)

(Unaudited)

At October 26, 2008, the range of exercise prices and weighted-average remaining contractual life of outstanding options was as follows:

	Options Outstanding				Options Exercisable
Range of Exercise Price Per Share	Number Outstanding	Weighted Average Remaining Contractual Life	Weighted Average Exercise Price		Number Exercisable	Weighted Average Exercise Price
$6.04 - 8.78	8,318,430	6.41	$	7.89	5,119,630	$	7.96
$8.79 - 10.42	6,755,682	7.26		10.14	3,659,877		10.02
$10.43 - 15.85	3,915,243	4.49		11.28	3,663,268		11.27
$6.04 - 15.85	18,989,355	6.32	$	9.39	12,442,775	$	9.54

Other stock-based compensation activity and related information during the period indicated was as follows:

	Performance Accelerated Restricted Stock Units		Deferred Stock Units		Board of Directors Restricted Stock Units		Performance Shares
Balance at April 27, 2008	1,129,881		377,446		98,582		1,904,089
Granted	393,800		235,084		82,424		985,500
Forfeited	(66,305	)	(2,480	)	—		(320,863	)
Vested	(301,876	)	—		—		—
Issued as common stock	—		(10,748	)	(15,468	)	—
Transferred to deferred stock units	—		23,396		(23,396	)	—
Balance at October 26, 2008	1,155,500		622,698		142,142		2,568,726

Note 4. Discontinued Operations

As described in Note 1, on October 6, 2008 Del Monte completed the divestiture of the StarKist Seafood Business. As a result of the sale, the Company recognized a gain, net of tax, of approximately $29.6. Del Monte has entered into a two-year Operating Services Agreement pursuant to which the Company will provide operational services, such as warehousing, distribution, transportation, sales, information technology and administration to Starkist Co. Del Monte has concluded that the continuing cash flows related to the Operating Services Agreement are not direct cash flows because such cash flows are not significant to the StarKist Seafood Business; and, accordingly, the operating results of the StarKist Seafood Business are appropriately reported as discontinued operations.

Net sales from discontinued operations were $130.8 and $280.1 for the three and six months ended October 26, 2008, respectively, and $129.9 and $256.6 for the three and six months ended October 28, 2007, respectively.

8

DEL MONTE FOODS COMPANY AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

For the three and six months ended October 26, 2008

(In millions, except per share data)

(Unaudited)

The assets and liabilities for the StarKist Seafood Business at April 27, 2008 were as follows:

	April 27, 2008
Cash and cash equivalents	$	0.1
Trade accounts receivable, net		9.7
Inventories		154.6
Prepaid expense and other current assets		7.7
Property, plant and equipment, net		62.2
Goodwill		43.3
Intangible and other assets, net		1.0
Total assets held for sale		278.6
Accounts payable and accrued expenses		17.7
Other non-current liabilities		0.2
Total liabilities held for sale		17.9
Net assets held for sale	$	260.7

The following table sets forth the components of basic and diluted earnings per common share for discontinued operations for the three and six months ended October 26, 2008:

	Three Months Ended October 26, 2008			Six Months Ended October 26, 2008
Basic and diluted earnings per common share
Gain on sale of the StarKist Seafood Business	$	0.15		$	0.15
Loss from the StarKist Seafood Business		(0.04	)		(0.05	)
Income from discontinued operations	$	0.11		$	0.10

Income from discontinued operations of $21.0 for the six months ended October 26, 2008 includes approximately $1.5 of depreciation expense.

Star-Kist Samoa, Inc., which merged with and into Acquisition Sub in connection with the sale of the StarKist Seafood Business as described in Note 1, was party to a 10-year supply agreement with Tri-Marine International, Inc. (“Tri-Marine”) to purchase annual quantities of raw tuna from various vessels owned by or contracted to Tri-Marine. Total purchases by the Company under this agreement were approximately $72.8 and $73.7 for the six months ended October 26, 2008 and for fiscal 2008, respectively.

Additionally, in connection with the sale of the StarKist Seafood Business, Del Monte Corporation entered into a Bifurcation and Partial Assignment and Assumption Agreement with Impress Group, B.V. (“Impress”) and Starkist Co. to bifurcate and assign to Starkist Co. specified rights and obligations under the Amended and Restated Supply Agreement between Impress and Del Monte Corporation dated as of January 23, 2008 (the “Supply Agreement”). Total purchases by the Company under the bifurcated and assigned portion of the Supply Agreement (including under its predecessor agreement) were approximately $22.7 and $39.6 for the six months ended October 26, 2008 and for fiscal 2008, respectively.

Note 5. Inventories

The Company’s inventories consist of the following:

	October 26, 2008			April 27, 2008
Inventories:
Finished products	$	1,014.8		$	512.3
Raw materials and in-process material		36.0			34.4
Packaging material and other		53.7			116.2
LIFO Reserve		(45.8	)		(0.8	)
TOTAL INVENTORIES	$	1,058.7		$	662.1

9

DEL MONTE FOODS COMPANY AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

For the three and six months ended October 26, 2008

(In millions, except per share data)

(Unaudited)

Note 6. Goodwill and Intangible Assets

The following table presents the Company’s goodwill and intangible assets:

	October 26, 2008			April 27, 2008
Goodwill	$	1,337.3		$	1,337.7
Non-amortizable intangible assets:
Trademarks		1,071.6			1,071.6
Amortizable intangible assets:
Trademarks		70.4			70.4
Customer relationships		89.0			89.0
Other		11.0			11.0
		170.4			170.4
Accumulated amortization		(54.8	)		(50.9	)
Amortizable intangible assets, net		115.6			119.5
Intangible assets, net	$	1,187.2		$	1,191.1

As of October 26, 2008, the Company’s goodwill was comprised of $149.8 related to the Consumer Products reportable segment and $1,187.5 related to the Pet Products reportable segment. As of April 27, 2008, the Company’s goodwill was comprised of $149.8 related to the Consumer Products reportable segment and $1,187.9 related to the Pet Products reportable segment.

Amortization expense for the three and six months ended October 26, 2008 was $2.0 and $3.9, respectively, and $2.0 and $4.0 for the three and six months ended October 28, 2007, respectively. The Company expects to recognize $3.9 of amortization expense during the remainder of fiscal 2009. The following table presents expected amortization of intangible assets as of October 26, 2008, for each of the five succeeding fiscal years:

2010	$	7.6
2011		7.4
2012		5.8
2013		5.7
2014		5.7

10

DEL MONTE FOODS COMPANY AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

For the three and six months ended October 26, 2008

(In millions, except per share data)

(Unaudited)

Note 7. Earnings Per Share

The following tables set forth the computation of basic and diluted earnings per share from continuing operations:

	Three Months Ended				Six Months Ended
	October 26, 2008		October 28, 2007		October 26, 2008		October 28, 2007
Basic earnings per common share:
Numerator:
Net income from continuing operations	$	27.3	$	25.7	$	19.3	$	27.4
Denominator:
Weighted average shares		198.2		202.9		197.9		202.7
Basic earnings per common share	$	0.14	$	0.13	$	0.10	$	0.13
Diluted earnings per common share:
Numerator:
Net income from continuing operations	$	27.3	$	25.7	$	19.3	$	27.4
Denominator:
Weighted average shares		198.2		202.9		197.9		202.7
Effect of dilutive securities		0.4		2.5		0.6		2.8
Weighted average shares and equivalents		198.6		205.4		198.5		205.5
Diluted earnings per common share	$	0.14	$	0.13	$	0.10	$	0.13

The computation of diluted earnings per share calculates the effect of dilutive securities on weighted average shares. Dilutive securities include stock options, restricted stock units and other deferred stock awards.

Options outstanding in the aggregate amounts of 14.3 and 13.9 were not included in the computation of diluted earnings per share for the three and six months ended October 26, 2008, respectively, because their inclusion would be antidilutive. Options outstanding in the aggregate amounts of 7.1 and 4.5 were not included in the computation of diluted earnings per share for the three and six months ended October 28, 2007, respectively, because their inclusion would be antidilutive.

11

DEL MONTE FOODS COMPANY AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

For the three and six months ended October 26, 2008

(In millions, except per share data)

(Unaudited)

Note 8. Debt

The Company’s debt consists of the following, as of the dates indicated:

	October 26, 2008		April 27, 2008
Short-term borrowings:
Revolving credit facility	$	289.8	$	—
Other		—		0.3
	$	289.8	$	0.3
Long-term debt:
Term A Loan	$	228.2	$	352.8
Term B Loan		643.0		839.2
Total Term Loans		871.2		1,192.0
8 5/8% senior subordinated notes		450.0		450.0
6 3/4% senior subordinated notes		250.0		250.0
		1,571.2		1,892.0
Less current portion		29.1		37.2
	$	1,542.1	$	1,854.8

The Company borrowed $299.8 from its revolving credit facility during the three months ended October 26, 2008. A total of $67.8 was repaid during the three months ended October 26, 2008. During the six months ended October 26, 2008, the Company borrowed $389.1 from the revolving credit facility and repaid $99.3. As of October 26, 2008, the net availability under the revolving credit facility, reflecting $70.6 of outstanding letters of credit, was $89.6. The blended interest rate on the revolving credit facility was approximately 5.04% on October 26, 2008. Additionally, to maintain availability of funds under the revolving credit facility, the Company pays a 0.375% commitment fee on the unused portion of the revolving credit facility. During the three months ended October 26, 2008 the Company applied $305.0 from the divestiture of the StarKist Seafood Business toward the reduction of the Term A and the Term B loans.

As of October 26, 2008 the fair values of the Company’s 8 ^5/8 senior subordinated notes and 6^3/4 senior subordinated notes were $405.0 and $202.5, respectively. As of April 27, 2008 the fair values of the Company’s 8 ^5/8 senior subordinated notes and 6^3/4 senior subordinated notes were $466.9 and $241.2, respectively.

The Company is scheduled to repay $12.9 of its long-term debt during the remainder of fiscal 2009. Scheduled maturities of long-term debt for each of the five succeeding fiscal years are as follows:

2010	$	32.3
2011		331.3
2012		494.7
2013		450.0
2014		—

Agreements relating to the Company’s long-term debt, including the credit agreement governing its senior credit facility (as amended through April 25, 2008, the “Senior Credit Facility”) and the indentures governing the senior subordinated notes, contain covenants that restrict the ability of Del Monte Corporation and its subsidiaries, among other things, to incur or guarantee indebtedness, issue capital stock, pay dividends on and redeem capital stock, prepay certain indebtedness, enter into transactions with affiliates, make other restricted payments, including investments, incur liens, consummate asset sales and enter into consolidations or mergers. Certain of these covenants are also applicable to Del Monte Foods Company. Del Monte is required to meet a maximum leverage ratio and a minimum fixed charge coverage ratio under the Senior Credit Facility. The maximum permitted leverage ratio decreases over time beginning in the fourth quarter of 2009, as set forth in the Senior Credit Facility. As of October 26, 2008, the Company believes that it is in compliance with all such financial covenants.

12

DEL MONTE FOODS COMPANY AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

For the three and six months ended October 26, 2008

(In millions, except per share data)

(Unaudited)

Note 9. Fair Value Measurements

In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements” (“SFAS 157”). SFAS 157 defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles, and expands disclosures about fair value measurements. The provisions of SFAS 157 are effective for fiscal years beginning after November 15, 2007. In February 2008, the FASB issued FASB Staff Position 157-2, Effective Date of FASB Statement No. 157, (“FSP 157-2”) which delays the effective date of SFAS 157 by one year for nonfinancial assets and liabilities that are recognized or disclosed at fair value in the financial statements on a nonrecurring basis.

In the first quarter of fiscal 2009, the Company adopted SFAS 157 for financial assets and liabilities. This adoption did not have a material impact on the Company’s consolidated financial statements. The provisions of SFAS 157 for nonfinancial assets and liabilities will be adopted by the Company in the first quarter of fiscal 2010.

SFAS 157 establishes a three-tier fair value hierarchy to prioritize the inputs used in measuring fair value. The hierarchy gives the highest priority to quoted prices in active markets (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels are defined as follows:

• Level 1 Inputs – unadjusted quoted prices in active markets for identical assets or liabilities;

• Level 2 Inputs – quoted prices for similar assets and liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the financial instrument; and

• Level 3 Inputs – unobservable inputs reflecting the Company’s own assumptions in measuring the asset or liability at fair value.

The Company uses commodities, natural gas and heating oil futures and option contracts (collectively, “commodity contracts”) as well as interest rate swaps and forward foreign currency contracts to hedge market risks relating to possible adverse changes in commodity and other prices, diesel fuel prices, interest rates and foreign exchange rates.

The following table provides the fair values hierarchy for financial assets and liabilities measured on a recurring basis:

	Fair Value at October 26, 2008
Description	Level 1		Level 2		Level 3
Assets
Commodity Contracts		0.3	$	—	$	—
Foreign Currency Contracts		—		3.8		—
Total	$	0.3	$	3.8	$	—
Liabilities
Commodity Contracts		30.0		—		—
Foreign Currency Contracts		—		3.9		—
Interest Rate Swap		—		16.0		—
Total	$	30.0	$	19.9	$	—

The Company’s determination of the fair value of its interest rate swap is calculated using a discounted cash flow analysis based on the terms of the swap contract and the observable interest rate curve. The Company measures the fair value of foreign currency forward contracts using an income approach based on forward rates (obtained from market quotes for futures contracts with similar terms) less the contract rate multiplied by the notional amount. The Company’s commodities contracts are futures and options contracts traded on regulated exchanges such as the Chicago Board of Trade, Kansas City Board of Trade, and the New York Mercantile Exchange. The Company values these contracts based on the daily settlement prices published by the exchanges on which the contracts are traded.

13

DEL MONTE FOODS COMPANY AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

For the three and six months ended October 26, 2008

(In millions, except per share data)

(Unaudited)

In February 2007, the FASB issued Statement of Financial Accounting Standards No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities” (“SFAS 159”). SFAS 159 permits entities to choose to measure many financial instruments and certain other items at fair value that are not currently required to be measured at fair value. Unrealized gains and losses on items for which the fair value option has been elected are reported in earnings. SFAS 159 does not affect any existing accounting literature that requires certain assets and liabilities to be carried at fair value. SFAS 159 was effective for the Company as of April 28, 2008, the first day of fiscal 2009. As of October 26, 2008, the Company has not elected to adopt the fair value option under SFAS 159 for any financial instruments or other items.

Note 10. Employee Severance Costs

On June 22, 2006, the Company announced a transformation plan, which was approved by the Strategic Committee of the Company’s Board of Directors on June 20, 2006, pursuant to authority granted to such Strategic Committee by the Company’s Board of Directors. The transformation plan was intended to further the Company’s progress against its strategic goal of becoming a more value-added, consumer packaged food company. The plan’s initiatives were focused on strengthening systems and processes, streamlining the organization and leveraging the scale efficiencies from the acquisitions of Meow Mix and Milk-Bone. The Company communicated to affected employees that their employment would be terminated as part of the transformation plan during fiscal 2007 and the first quarter of fiscal 2008. Termination benefits and severance costs have been expensed as part of selling, general and administrative expense and were recorded as corporate expenses.

The following table reconciles the beginning and ending accrued transformation-related termination and severance costs:

Accrued termination and severance costs - April 27, 2008	$	0.1
Termination and severance costs incurred		—
Amounts utilized		(0.1	)
Accrued termination and severance costs - July 27, 2008		—
Termination and severance costs incurred		—
Amounts utilized		—
Accrued termination and severance costs - October 26, 2008	$	—

Note 11. Comprehensive Income

The following table reconciles net income to comprehensive income:

	Three Months Ended						Six Months Ended
	October 26, 2008			October 28, 2007			October 26, 2008			October 28, 2007
Net income	$	50.4		$	25.9		$	40.3		$	29.4
Other comprehensive income (loss):
Foreign currency translation adjustments		(2.5	)		1.5			(2.9	)		2.0
Loss on cash flow hedging instruments, net of tax		(22.4	)		(0.3	)		(19.7	)		(1.9	)
Total other comprehensive income (loss)		(24.9	)		1.2			(22.6	)		0.1
Comprehensive income	$	25.5		$	27.1		$	17.7		$	29.5

14

DEL MONTE FOODS COMPANY AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

For the three and six months ended October 26, 2008

(In millions, except per share data)

(Unaudited)

Note 12. Other (Income) Expense

The components of other (income) expense for the three and six months ended October 26, 2008 and October 28, 2007, respectively, are as follows:

	Three Months Ended					Six Months Ended
	October 26, 2008		October 28, 2007			October 26, 2008		October 28, 2007
Loss (gain) on hedging contracts	$	7.8	$	(2.1	)	$	7.2	$	(1.4	)
Foreign currency transaction losses		4.1		0.2			3.2		0.2
Other		0.1		0.2			0.5		0.1
Other (income) expense	$	12.0	$	(1.7	)	$	10.9	$	(1.1	)

Note 13. Retirement Benefits

Defined Benefit Plans.

Del Monte sponsors three qualified defined benefit pension plans and several unfunded defined benefit postretirement plans providing certain medical, dental and life insurance benefits to eligible retired, salaried, non-union hourly and union employees. Refer to Note 11 of the 2008 Annual Report for information about these plans. The components of net periodic benefit cost of such plans for the three and six months ended October 26, 2008 and October 28, 2007, respectively, are as follows:

	Three Months Ended												Six Months Ended
	Pension Benefits						Other Benefits						Pension Benefits						Other Benefits
	October 26, 2008			October 28, 2007			October 26, 2008			October 28, 2007			October 26, 2008			October 28, 2007			October 26, 2008			October 28, 2007
Components of net periodic benefit cost
Service cost for benefits earned during the period	$	3.2		$	3.0		$	0.4		$	0.6		$	6.3		$	6.0		$	0.9		$	1.1
Interest cost on projected benefit obligation		6.2			5.9			2.1			1.7			12.5			11.9			4.2			3.5
Expected return on plan assets		(6.7	)		(6.6	)		—			—			(13.4	)		(13.2	)		—			—
Amortization of prior service cost/(credits)		0.2			0.3			(2.1	)		(2.1	)		0.5			0.5			(4.2	)		(4.2	)
Actuarial loss/(gain)		—			—			—			—			—			(0.1	)		—			—
Curtailment loss		0.2			—			—			—			0.2			—			—
Total benefit cost	$	3.1		$	2.6		$	0.4		$	0.2		$	6.1		$	5.1		$	0.9		$	0.4

In August 2006, the Pension Protection Act of 2006 (the “Act”) was signed into law. In general, the Act encourages employers to fully fund their defined benefit pension plans. The effect of the Act on the Company is to encourage the Company to fully fund its defined benefit plans by 2011 and meet incremental plan funding thresholds applicable for each year prior to 2011. Further, the Act would impose certain consequences on the Company’s defined benefit plans beginning with plan year 2008 if they do not meet certain of these threshold funding levels. Accordingly, this legislation has resulted in, and in the future may additionally result in, accelerated funding of the Company’s defined benefit pension plans. As of October 26, 2008, the Company had made contributions of approximately $23.0 in fiscal 2009. Additional contributions may be made depending on the performance of our pension assets over the remainder of the year.

Note 14. Income Taxes

As of October 26, 2008, the Company had $10.2 of unrecognized tax benefits, of which $9.5 would reduce income tax expense and the effective tax rate if recognized.

The difference between the expected provision for income taxes computed at the statutory U.S. federal income tax rate and the actual provision for income taxes for continuing operations for the three and six month periods ended October 26, 2008 was primarily due to the cumulative benefit created by the Emergency Economic Stabilization Act of 2008 (the “Act”), enacted in October 2008. The Act provided for the retroactive extension of a tax credit for companies operating in American Samoa. The retroactive impact of this change in tax law was recorded on a discrete basis in the three months ended October 26, 2008 as a reduction to the provision for income taxes for continuing operations. Due to the sale of the StarKist Seafood Business, the Company will not receive additional tax benefits from the tax law change in subsequent quarters.

15

DEL MONTE FOODS COMPANY AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

For the three and six months ended October 26, 2008

(In millions, except per share data)

(Unaudited)

Note 15. Legal Proceedings

Except as set forth below, there have been no material developments in the Company’s legal proceedings since the legal proceedings reported in the 2008 Annual Report:

On October 14, 2008, Fresh Del Monte Produce Inc. (“Fresh Del Monte”) filed a complaint against the Company in U.S. District Court for the Southern District of New York. Fresh Del Monte amended its complaint on November 5, 2008. Under a trademark license agreement with the Company, Fresh Del Monte holds the rights to use the Del Monte name and trademark with respect to fresh fruit, vegetables and produce throughout the world (including the United States). Fresh Del Monte alleges that the Company breached the trademark license agreement through the marketing and sale of certain of its products sold in the refrigerated produce section of customers’ stores, including Del Monte Fruit Naturals products and the more recently introduced Del Monte Refrigerated Grapefruit Bowls. Fresh Del Monte also alleges that the Company’s advertising for certain of these products was false and misleading. Fresh Del Monte is seeking damages of $10.0, treble damages with respect to its false advertising claim, and injunctive relief. On October 14, 2008, Fresh Del Monte filed a motion for a preliminary injunction, asking the Court to enjoin the Company from making certain claims about its refrigerated products. On October 23, 2008, the Court denied that motion. The Company denies Fresh Del Monte’s allegations and plans to vigorously defend itself. Additionally, on November 21, 2008, the Company filed counter-claims against Fresh Del Monte, alleging that Fresh Del Monte has breached the trademark license agreement. Specifically, the Company alleges, among other things, that Fresh’s “medley” products (vegetables with a dipping sauce or fruit with a caramel sauce) violate the trademark license agreement.

As previously disclosed in the Company’s 2008 Annual Report, beginning with the pet food recall announced by Menu Foods, Inc. in March 2007, many major pet food manufacturers, including the Company, announced recalls of select products. The Company believes there have been over 90 class actions and purported class actions relating to these pet food recalls. The Company has been named as a defendant in seven class actions or purported class actions related to its pet food and pet snack recall, which it initiated March 31, 2007.

The Company is currently a defendant in the following case:

• Picus v. Del Monte filed on April 30, 2007 in state court in Las Vegas, Nevada;

The Company was a defendant in the following cases:

• Carver v. Del Monte filed on April 4, 2007 in the U.S. District Court for the Eastern District of California;

• Ford v. Del Monte filed on April 7, 2007 in the U.S. District Court for the Southern District of California;

• Hart v. Del Monte filed on April 10, 2007 in state court in Los Angeles, California;

• Schwinger v. Del Monte filed on May 15, 2007 in U.S. District Court for the Western District of Missouri;

• Tompkins v. Del Monte filed on July 13, 2007 in U.S. District Court for the District of Colorado; and

• Blaszkowski v. Del Monte filed on May 9, 2007 in the U.S. District Court for the Southern District of Florida.

The named plaintiffs in these seven cases allege or alleged that their pets suffered injury and/or death as a result of ingesting the Company’s and other defendants’ allegedly contaminated pet food and pet snack products. The Picus and Blaszkowski cases also contain or contained allegations of false and misleading advertising by the Company.

By order dated June 28, 2007, the Carver, Ford, Hart, Schwinger, and Tompkins cases were transferred to the U.S. District Court for the District of New Jersey and consolidated with other purported pet food class actions under the federal rules for multi-district litigation. The Blaszkowski and Picus cases were not consolidated.

The Multi-District Litigation Cases. The plaintiffs and defendants in the multi-district litigation cases, including the five consolidated cases in which the Company was a defendant, tentatively agreed to a settlement which was submitted to the U.S. District Court for the District of New Jersey on May 22, 2008. On May 30, 2008, the Court granted preliminary approval to the settlement. Pursuant to the Court’s order, notice of the settlement was disseminated to the public by mail and publication beginning June 16, 2008. Members of the class were allowed to opt-out of the settlement until August 15, 2008. On November 19, 2008, the Court entered orders approving the settlement, certifying the class and dismissing the complaints against the defendants, including the Company. The total settlement is $24.0. The portion of the Company’s contribution to this settlement is $0.25, net of insurance recovery.

16

DEL MONTE FOODS COMPANY AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

For the three and six months ended October 26, 2008

(In millions, except per share data)

(Unaudited)

The Picus Case. On October 12, 2007, the Company filed a motion to dismiss in the Picus case. The state court in Las Vegas, Nevada granted the Company’s motion in part and denied the motion in part. On December 14, 2007, other defendants in the case filed a motion to deny class certification. The Court has not issued a ruling on that motion, but on October 30, 2008 issued an order requiring further briefing. The plaintiffs in the Picus case are seeking certification of a class action as well as unspecified damages and injunctive relief against further distribution of the allegedly defective products. The Company has denied the allegations made in the Picus case.

The Blaszkowski Case. On April 11, 2008, the plaintiffs in the Blaszkowski case filed their fourth amended complaint. On September 12, 2008 and October 9, 2008, plaintiffs filed stipulations of dismissal with respect to their complaint against certain of the defendants, including the Company. The U.S. District Court for the Southern District of Florida entered such requested dismissals on such dates, resulting in the dismissal of all claims against the Company.

Del Monte is also involved from time to time in various legal proceedings incidental to its business (or its former StarKist Seafood Business), including proceedings involving product liability claims, worker’s compensation and other employee claims, tort claims and other general liability claims, for which the Company carries insurance, as well as trademark, copyright, patent infringement and related litigation. Additionally, Del Monte is involved from time to time in claims relating to environmental remediation and similar events. While it is not feasible to predict or determine the ultimate outcome of these matters, the Company believes that none of these legal proceedings will have a material adverse effect on its financial position.

Note 16. Segment Information

The Company has the following reportable segments:

• The Consumer Products reportable segment includes the Consumer Products operating segment, which manufactures markets and sells branded and private label shelf-stable products, including fruit, vegetable, tomato and broth products.

• The Pet Products reportable segment includes the Pet Products operating segment, which manufactures, markets and sells branded and private label dry and wet pet food and pet snacks.

The Company’s chief operating decision-maker, its Chief Executive Officer, reviews financial information presented on a consolidated basis accompanied by disaggregated information on net sales and operating income, by operating segment, for purposes of making decisions and assessing financial performance. The chief operating decision-maker reviews assets of the Company on a consolidated basis only. The accounting policies of the individual operating segments are the same as those of the Company.

17

DEL MONTE FOODS COMPANY AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

For the three and six months ended October 26, 2008

(In millions, except per share data)

(Unaudited)

The following table presents financial information about the Company’s reportable segments:

	Three Months Ended						Six Months Ended
	October 26, 2008			October 28, 2007			October 26, 2008			October 28, 2007
Net Sales:
Consumer Products	$	491.9		$	463.6		$	875.4		$	781.5
Pet Products		409.1			344.6			751.8			653.5
Total Company	$	901.0		$	808.2		$	1,627.2		$	1,435.0
Operating Income:
Consumer Products	$	45.8		$	43.9		$	55.6		$	53.4
Pet Products		45.7			44.5			61.1			88.4
Corporate (a)		(12.0	)		(12.2	)		(23.9	)		(29.5	)
Total Operating Income		79.5			76.2			92.8			112.3
Reconciliation to income from continuing operations before income taxes:
Interest expense		30.1			35.9			57.7			68.7
Other (income) expense		12.0			(1.7	)		10.9			(1.1	)
Income from continuing operations before income taxes	$	37.4		$	42.0		$	24.2		$	44.7

(a) Corporate represents expenses not directly attributable to reportable segments. For the three month periods ended October 26, 2008 and October 28, 2007, Corporate includes zero and $2.5, respectively, of transformation-related expenses including all severance-related restructuring costs associated with the transformation plan. For the six months ended October 26, 2008 and October 28, 2007, Corporate includes zero and $7.7 of transformation-related expenses, respectively, including all severance-related restructuring costs associated with the transformation plan.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This discussion is intended to further the reader’s understanding of the consolidated financial condition and results of operations of our company. It should be read in conjunction with the financial statements included in this quarterly report on Form 10-Q and our annual report on Form 10-K for the year ended April 27, 2008 (the “2008 Annual Report”). These historical financial statements may not be indicative of our future performance. This Management’s Discussion and Analysis of Financial Condition and Results of Operations contains a number of forward-looking statements, all of which are based on our current expectations and could be affected by the uncertainties and risks described in Part I, Item 1A. “Risk Factors” in our 2008 Annual Report and in Part II, Item 1A of this quarterly report on Form 10-Q.

Corporate Overview

Our Business. Del Monte Foods Company and its consolidated subsidiaries (“Del Monte” or the “Company”) is one of the country’s largest producers, distributors and marketers of premium quality, branded food and pet products for the U.S. retail market, with leading food brands such as Del Monte, S&W, Contadina, College Inn and other brand names, and food and snack brands for dogs and cats such as Meow Mix, Kibbles ‘n Bits, 9Lives, Milk-Bone, Pup-Peroni, Meaty Bone, Snausages, Pounce and other brand names.

We have two reportable segments: Consumer Products and Pet Products. The Consumer Products reportable segment includes the Consumer Products operating segment, which manufactures, markets and sells branded and private label shelf-stable products, including fruit, vegetable, tomato and broth products. The Pet Products reportable segment includes the Pet Products operating segment, which manufactures, markets and sells branded and private label dry and wet pet food and pet snacks.

On October 6, 2008, pursuant to the Purchase Agreement dated June 29, 2008 among Del Monte Corporation, Dongwon Enterprise Co., Ltd. (“Dongwon Enterprise”), Dongwon Industries Co., Ltd. (“Dongwon Industries”), Dongwon F&B Co., Ltd. (“Dongwon F&B”), Starkist Co. (“Starkist Co.”, and collectively with Dongwon Enterprise, Dongwon Industries, Dongwon F&B, the “Dongwon Entities”), and Starkist Samoa Co. (“Acquisition Sub”), Del Monte Corporation (i) sold to Starkist Co. all of the outstanding stock of Galapesca S.A., Panapesca Fishing, Inc. and Marine Trading Pacific, Inc., (ii) caused Star-Kist Samoa, Inc. to be merged with and into Acquisition Sub and (iii) sold to Starkist Co. certain assets that are primarily related to the business of manufacturing, marketing, selling and distributing StarKist brand products and private label seafood products (such business, the “StarKist Seafood Business”). The divestiture included the sale of our manufacturing capabilities in American Samoa and Manta, Ecuador; and certain manufacturing assets associated with the StarKist Seafood Business located in Terminal Island, California and Guayaquil, Ecuador. Under the terms of the Purchase Agreement, the Dongwon Entities paid a purchase price of approximately $359 million at closing. We also expect to receive in the current fiscal year approximately an additional $30 million from the Dongwon Entities related to the final working capital adjustment. The Dongwon Entities also assumed certain liabilities related to the StarKist Seafood Business. All of our direct plant employees related to the StarKist Seafood Business joined the Dongwon Entities as a result of the divestiture. In addition, as a result of the transaction, we transferred to the Dongwon Entities or eliminated a total of 33 salaried positions. The financial results of the StarKist Seafood Business were previously reported within the Consumer Products reportable segment. For all periods presented, the operating results and assets and liabilities related to the StarKist Seafood Business have been classified as discontinued operations.

19

Key Performance Indicators

The following is a summary of some of our key performance indicators that we utilize to assess results of operations:

	Three Months Ended
	October 26, 2008			October 28, 2007			Change			% Change		Volume (a)		Rate (b)
	(in millions, except percentages)
Net Sales	$	901.0		$	808.2		$	92.8		11.5	%	(1.9	%)	13.4	%
Cost of Products Sold		666.5			589.1			77.4		13.1	%	0.3	%	12.8	%
Gross Profit		234.5			219.1			15.4		7.0	%
Selling, General and Administrative Expense		155.0			142.9			12.1		8.5	%
Operating Income	$	79.5		$	76.2		$	3.3		4.3	%
Gross Margin		26.0	%		27.1	%
Selling, General and Administrative Expense as a % of net sales		17.2	%		17.7	%
Operating Income Margin		8.8	%		9.4	%
	Six Months Ended
	October 26, 2008			October 28, 2007			Change			% Change		Volume (a)		Rate (b)
	(in millions, except percentages)
Net Sales	$	1,627.2		$	1,435.0		$	192.2		13.4	%	3.0	%	10.4	%
Cost of Products Sold		1,233.3			1,047.0			186.3		17.8	%	5.2	%	12.6	%
Gross Profit		393.9			388.0			5.9		1.5	%
Selling, General and Administrative Expense		301.1			275.7			25.4		9.2	%
Operating Income	$	92.8		$	112.3		$	(19.5	)	(17.4	%)
Gross Margin		24.2	%		27.0	%
Selling, General and Administrative Expense as a % of net sales		18.5	%		19.2	%
Operating Income Margin		5.7	%		7.8	%

(a) This column represents the change, as compared to the prior year period, due to volume and mix. Volume represents the change resulting from the number of units sold, exclusive of any change in price. Mix represents the change attributable to shifts in volume across products or channels.

(b) This column represents the change, as compared to the prior year period, attributable to per unit changes in net sales or cost of products sold.

Executive Overview

Our second quarter results include net sales of $901.0 million, which represents growth of 11.5% over the second quarter of fiscal 2008. Pricing actions net of elasticity (the volume decline associated with price increases) and volume growth from new products were the primary drivers of the growth in net sales.

20

During the second quarter of fiscal 2009, we continued to experience cost escalation as compared to the prior year quarter. Cost increases were driven by higher ingredient, commodity and raw product costs. In particular, in our Pet Products segment, the price of grains, fats and oils has increased, and in our Consumer Products segment, raw product costs have increased due to competition for limited acreage. During the second quarter of fiscal 2009, pricing actions, combined with our cost savings efforts, more than offset inflationary and other cost increases. However, gross margin contracted by 110 basis points in the second quarter of fiscal 2009 as compared to the second quarter of fiscal 2008 as a result of unfavorable product mix primarily driven by lower sales of higher margin products and higher sales of lower margin products as consumers migrated to larger size packages and value oriented products. For the remainder of fiscal 2009, we expect that our ingredient, commodity, and raw product costs will continue to be higher than the prior year. Although we expect inflation to level off from the highs recently experienced, we also expect the impact of this moderation to be limited in fiscal 2009. We have hedged approximately 90% of our hedgeable key commodities for fiscal 2009. These hedgeable key commodities represent approximately 15% of our cost of products sold. We expect that the combined impact of existing pricing actions, together with the impact of our cost savings efforts, will fully mitigate second-half fiscal 2009 cost increases.

Our operating income for the three months ended October 26, 2008 was $79.5 million, which represented an increase of $3.3 million or 4.3% compared to the three months ended October 28, 2007. The increase in operating income was driven by the increased sales discussed above, partially offset by unfavorable product mix and higher costs, including higher marketing costs. In addition, there were no transformation costs incurred in the second quarter of fiscal 2009, compared to $3.2 million in transformation costs incurred in the second quarter of fiscal 2008.

Critical Accounting Policies and Estimates

Our discussion and analysis of the financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses. On an ongoing basis, we reevaluate our estimates, including those related to trade promotions, retirement benefits, goodwill and intangibles, and retained-insurance liabilities. Estimates in the assumptions used in the valuation of our stock option expense are updated periodically and reflect conditions that existed at the time of each new issuance of stock options. We base estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. For all of these estimates, we caution that future events rarely develop exactly as forecasted, and therefore, these estimates routinely require adjustment.

Management has discussed the selection of critical accounting policies and estimates with the Audit Committee of the Board of Directors, and the Audit Committee has reviewed our disclosure relating to critical accounting policies and estimates in this quarterly report on Form 10-Q. Our significant accounting policies are more fully described in Note 2 to our Consolidated Financial Statements included in our 2008 Annual Report. The following is a summary of the more significant judgments and estimates used in the preparation of our consolidated financial statements:

Trade Promotions

Trade promotions are an important component of the sales and marketing of our products, and are critical to the support of our business. Trade promotion costs include amounts paid to encourage retailers to offer temporary price reductions for the sale of our products to consumers, to advertise our products in their circulars, to obtain favorable display positions in their stores, and to obtain shelf space. We accrue for trade promotions, primarily at the time products are sold to customers, by reducing sales and recording a corresponding accrued liability. The amount we accrue is based on an estimate of the level of performance of the trade promotion, which is dependent upon factors such as historical trends with similar promotions, expectations regarding customer and consumer participation, and sales and payment trends with similar previously offered programs. Our original estimated costs of trade promotions are reasonably likely to change in the future as a result of changes in trends with regard to customer and consumer participation, particularly for new programs and for programs related to the introduction of new products. We perform monthly evaluations of our outstanding trade promotions; making adjustments, where appropriate, to reflect changes in our estimates. The ultimate cost of a trade promotion program is dependent on the relative success of the events and the actions and level of deductions taken by our customers for amounts they consider due to them. Final determination of the permissible trade promotion amounts due to a customer may take up to 18 months from the product shipment date. Our evaluations during the three and six months ended October 26, 2008 and October 28, 2007 resulted in no significant adjustments to our estimates relating to trade promotion liability.

Retirement Benefits

We sponsor non-contributory defined benefit pension plans (“DB plans”), defined contribution plans, multi-employer plans and certain other unfunded retirement benefit plans for our eligible employees. The amount of DB plans benefits eligible retirees receive is based on their earnings and age. Retirees may also be eligible for medical, dental and life insurance benefits (“other benefits”) if they meet certain age and service requirements at retirement. Generally, other benefit costs are subject to plan maximums, such that the Company and retiree both share in the cost of these benefits.

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Our Assumptions. We utilize independent third-party actuaries to assist us in calculating the expense and liabilities related to the DB plans benefits and other benefits. DB plans benefits or other benefits which are expected to be paid are expensed over the employees’ expected service period. The actuaries measure our annual DB plans benefits and other benefits expense by relying on certain assumptions made by us. Generally such assumptions are determined annually at the end of each fiscal year and include:

• The discount rate used to determine projected benefit obligation and net periodic benefit cost (DB plans benefits and other benefits);

• The expected long-term rate of return on assets (DB plans benefits);

• The rate of increase in compensation levels (DB plans benefits); and

• Other factors including employee turnover, retirement age, mortality and health care cost trend rates.

These assumptions reflect our historical experience and our best judgment regarding future expectations. The assumptions, the plan assets and the plan obligations are used to measure our annual DB plans benefits expense and other benefits expense.

Since the DB plans benefits and other benefits liabilities are measured on a discounted basis, the discount rate is a significant assumption. The discount rate was determined based on an analysis of interest rates for high-quality, long-term corporate debt at each measurement date. In order to appropriately match the bond maturities with expected future cash payments, we utilize differing bond portfolios to estimate the discount rates for the DB plans and for the other benefits. The discount rate used to determine DB plans and other benefits projected benefit obligation as of the balance sheet date is the rate in effect at the measurement date. The same rate is also used to determine DB plans and other benefits expense for the following fiscal year. The long-term rate of return for DB plans’ assets is based on our historical experience, our DB plans’ investment guidelines and our expectations for long-term rates of return. Our DB plans’ investment guidelines are established based upon an evaluation of market conditions, tolerance for risk, and cash requirements for benefit payments.

During the three and six months ended October 26, 2008, we recognized DB plans benefits expense of $3.1 million and $6.1 million respectively, and other benefits expense of $0.4 million and $0.9 million, respectively. Our remaining fiscal 2009 DB plans benefits expense is currently estimated to be approximately $5.9 million and other benefits expense is currently estimated to be approximately $0.9 million. Our actual future DB plans benefits and other benefits expense amounts may vary depending upon various factors, including future assumptions, the accuracy of our original assumptions, plan assets and plan obligations.

Goodwill and Intangibles

Del Monte produces, distributes and markets products under many different brand names. Although each of our brand names has value, in accordance with Financial Accounting Standards Board (“FASB”) Statement of Financial Accounting Standards (“SFAS”) No. 142, “Goodwill and Other Intangible Assets,” only those that have been purchased have a carrying amount on our consolidated balance sheet. During an acquisition, the purchase price is allocated to identifiable assets and liabilities, including brand names and other intangibles, based on estimated fair value, with any remaining purchase price recorded as goodwill.

We have evaluated our capitalized brand names and determined that some have useful lives that generally range from 15 to 40 years (“Amortizing Brands”) and others have indefinite useful lives (“Non-Amortizing Brands”). Non-Amortizing Brands typically have significant market share and a history of strong earnings and cash flow, which we expect to continue into the foreseeable future.

Amortizing Brands are amortized over their estimated useful lives. We review the asset groups containing Amortizing Brands (including related tangible assets) for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset group may not be recoverable in accordance with FASB SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets.” An asset or asset group is considered impaired if its carrying amount exceeds the undiscounted future net cash flow the asset or asset group is expected to generate. If an asset or asset group is considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds its fair value. Non-Amortizing Brands and goodwill are not amortized, but are instead tested for impairment at least annually. Non-Amortizing Brands are considered impaired if the carrying amount exceeds the estimated fair value. Goodwill is considered impaired if the book value of the reporting unit containing the goodwill exceeds its estimated fair value. If estimated fair value is less than the book value, the asset is written down to the estimated fair value and an impairment loss is recognized.

The estimated fair value of our Non-Amortizing Brands is determined using the relief from royalty method, which is based upon the estimated rent or royalty we would pay for the use of a brand name if we did not own it. For goodwill, the estimated fair value of a reporting unit is determined using the income approach, which is based on the cash flows that the unit is expected to generate over its remaining life, and the market approach, which is based on market multiples of similar businesses. Annually, we engage third-party valuation experts to assist in this process.

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Considerable management judgment is necessary in estimating future cash flows, market interest rates, discount factors and other factors affecting the valuation of goodwill and intangibles, including the operating and macroeconomic factors that may affect them. We use historical financial information, internal plans and projections, and industry information in making such estimates.

We did not recognize any impairment charges for our Amortizing Brands, Non-Amortizing Brands or goodwill during the three and six months ended October 26, 2008 and October 28, 2007. While we currently believe the fair value of all of our intangible assets exceeds carrying value, materially different assumptions regarding future performance and discount rates could result in future impairment losses.

Stock Option Expense

We believe an effective way to align the interests of certain employees with those of our stockholders is through employee stock-based incentives. We typically issue two types of employee stock-based incentives: stock options and restricted stock incentives (“Restricted Shares”).

Stock options are stock incentives in which employees benefit to the extent our stock price exceeds the strike price of the stock option before expiration. A stock option is the right to purchase a share of our common stock at a predetermined exercise price. For the stock options that we grant, the employee’s exercise price is typically equivalent to our stock price on the date of the grant (as set forth in our stock incentive plan). Typically, these employees vest in stock options in equal annual installments over a four year period and such options generally have a ten-year term until expiration.

Restricted Shares are stock incentives in which employees receive the rights to own shares of our common stock and do not require the employee to pay an exercise price. Restricted Shares include restricted stock units, performance share units and performance accelerated restricted stock units. Restricted stock units vest over a period of time. Performance share units vest at predetermined points in time if certain corporate performance goals are achieved or are forfeited if such goals are not met. Performance accelerated restricted stock units vest at a point in time, which may accelerate if certain stock performance measures are achieved.

Fair Value Method of Accounting. We adopted the provisions of SFAS 123R “Share-Based Payment” as of May 1, 2006 and elected to use the modified prospective transition method of adoption.

Our Assumptions. Under the fair value method of accounting for stock-based compensation, we measure stock option expense at the date of grant using the Black-Scholes valuation model. This model estimates the fair value of the options based on a number of assumptions, such as interest rates, employee exercises, the current price and expected volatility of our common stock and expected dividends, if any. The expected life is a significant assumption as it determines the period for which the risk-free interest rate, volatility and dividend yield must be applied. The expected life is the average length of time in which we expect our employees to exercise their options. The risk-free interest rate is based on the expected U.S. Treasury rate over the expected life. Expected stock volatility reflects movements in our stock price over a historical period that matches the expected life of the options. The dividend yield assumption is based on our recent history of paying quarterly dividends and our expectation that the Board of Directors will continue to declare quarterly dividends at the same rate for the expected life of options granted.

Retained-Insurance Liabilities

Our business exposes us to the risk of liabilities arising out of our operations. For example, liabilities may arise out of claims of employees, customers or other third parties for personal injury or property damage occurring in the course of our operations. We manage these risks through various insurance contracts from third-party insurance carriers. We, however, retain an insurance risk for the deductible portion of each claim. For example, the deductible under our loss-sensitive worker’s compensation insurance policy is up to $0.5 million per claim. An independent, third party actuary is engaged to assist us in estimating the ultimate costs of certain retained insurance risks. Actuarial determination of our estimated retained-insurance liability is based upon the following factors:

• Losses which have been reported and incurred by us;

• Losses which we have knowledge of but have not yet been reported to us;

• Losses which we have no knowledge of but are projected based on historical information from both our Company and our industry; and

• The projected costs to resolve these estimated losses.

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Our estimate of retained-insurance liabilities is subject to change as new events or circumstances develop which might materially impact the ultimate cost to settle these losses. During the three and six months ended October 26, 2008, we reduced our estimate of retained-insurance liabilities related to prior years by approximately $2.3 million primarily as a result of favorable claims history. During the three and six months ended October 28, 2007, we reduced our estimate of retained-insurance liabilities related to prior years by approximately $2.8 million primarily as a result of favorable claims history.

Results of Operations

The following discussion provides a summary of operating results for the three and six months ended October 26, 2008, compared to the results for the three and six months ended October 28, 2007.

Net Sales

	Three Months Ended				Change		% Change		Volume (a)		Rate (b)
	October 26, 2008		October 28, 2007
	(In millions, except percentages)
Net Sales
Consumer Products	$	491.9	$	463.6	$	28.3	6.1	%	(7.5	%)	13.6	%
Pet Products		409.1		344.6		64.5	18.7	%	5.6	%	13.1	%
Total	$	901.0	$	808.2	$	92.8	11.5	%
	Six Months Ended				Change		% Change		Volume (a)		Rate (b)
	October 26, 2008		October 28, 2007
	(in millions, except percentages)
Net Sales
Consumer Products	$	875.4	$	781.5	$	93.9	12.0	%	1.0	%	11.0	%
Pet Products		751.8		653.5		98.3	15.0	%	5.3	%	9.7	%
Total	$	1,627.2	$	1,435.0	$	192.2	13.4	%

(a) This column represents the change, as compared to the prior year period, due to volume and mix. Volume represents the change resulting from the number of units sold, exclusive of any change in price. Mix represents the change attributable to shifts in volume across products or channels.

(b) This column represents the change, as compared to the prior year period, attributable to per unit changes in net sales or cost of products sold.

Net sales for the three months ended October 26, 2008 were $901.0 million, an increase of $92.8 million, or 11.5%, compared to $808.2 million for the three months ended October 28, 2007. Net sales for the six months ended October 26, 2008 were $1,627.2 million, an increase of $192.2 million, or 13.4%, compared to $1,435.0 million for the six months ended October 28, 2007.

Net sales in our Consumer Products reportable segment were $491.9 million for the three months ended October 26, 2008, an increase of $28.3 million or 6.1% compared to the three months ended October 28, 2007. Net sales increased across the portfolio, driven by net pricing (pricing, net of the volume decline associated with price increases) and new product sales.

Net sales in our Consumer Products reportable segment were $875.4 million for the six months ended October 26, 2008, an increase of $93.9 million or 12.0% compared to the six months ended October 28, 2007. Net sales increased across the portfolio, driven by net pricing, higher volumes in tomatoes and new product sales.

Net sales in our Pet Products reportable segment were $409.1 million for the three months ended October 26, 2008, an increase of $64.5 million or 18.7% compared to $344.6 million for the three months ended October 28, 2007. The increase was primarily driven by net pricing, volume growth in dry pet food products driven by promotional activity and new product sales.

For the six months ended October 26, 2008, net sales in our Pet Products reportable segment were $751.8 million, an increase of $98.3 million or 15.0% compared to $653.5 million for the six months ended October 28, 2007. The increase was primarily driven by volume growth in dry pet food products driven by promotional activity, net pricing and new product sales.

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Cost of products sold. Cost of products sold for the three months ended October 26, 2008 was $666.5 million, an increase of $77.4 million, or 13.1%, compared to $589.1 million for the three months ended October 28, 2007. This increase was due to higher input costs as described below. The cost of products sold for the six months ended October 26, 2008 was $1,233.3 million, an increase of $186.3 million, or 17.8%, compared to $1,047.0 million for the six months ended October 28, 2007. This increase was due to continued cost increases as well as increased sales volume. Our cost increases were primarily due to higher ingredient, commodity, raw product and other related costs. In particular, our Pet Products segment was impacted by higher grains, fats and oils costs and our Consumer Products segment was impacted by higher raw product costs. In addition, we experienced higher fuel costs impacting logistics and transportation costs in both the Consumer Products and Pet Products segments. Higher packaging costs also negatively impacted cost of products sold.

Gross margin. Our gross margin percentage for the three months ended October 26, 2008 decreased 1.1 points to 26.0%, compared to 27.1% for the three months ended October 28, 2007. Gross margin was impacted by an 8.3 margin point reduction related to the higher costs noted above and a 1.4 margin point reduction due to unfavorable product mix. This decrease was partially offset by 8.6 margin points of net pricing. The unfavorable product mix impacted our Pet Products and Consumer Products segments. In our Pet Products segment, the unfavorable product mix resulted from higher sales of lower margin, large size dry pet foods and snacks and value oriented wet pet foods. In our Consumer Products segment, the unfavorable product mix resulted from lower sales of higher margin fruit products and higher sales of lower margin tomato products.

For the six months ended October 26, 2008, our gross margin percentage decreased 2.8 points to 24.2%, compared to 27.0% for the six months ended October 28, 2007. Gross margin was impacted by an 8.3 margin point reduction related to the higher costs noted above and a 1.4 margin point reduction due to unfavorable product mix. This decrease was partially offset by 6.9 margin points of net pricing. The unfavorable product mix impacted our Consumer Products and Pet Products segments. In our Consumer Products segment, we experienced lower sales of higher margin fruit products and higher sales of lower margin tomato products. In our Pet Products segment, we saw consumer migration to higher value, larger size packages of dry pet food, as well as higher value oriented wet pet foods, both of which have a lower margin.

Selling, general and administrative expense. Selling, general and administrative (“SG&A”) expense for the three months ended October 26, 2008 was $155.0 million, an increase of $12.1 million, or 8.5%, compared to SG&A of $142.9 million for the three months ended October 28, 2007. The increase in SG&A expense was in part due to higher fuel-related customer delivery expenses. In addition, we incurred costs associated with the centralization of all marketing and certain related functions in San Francisco, as well as higher marketing costs reflecting increased investments behind new product launches in packaged produce in the Consumer Products segment. This increase was partially offset by the absence of transformation costs in the second quarter of fiscal 2009, compared to $2.6 million for the three months ended October 28, 2007.

For the six months ended October 26, 2008, SG&A expense was $301.1 million, an increase of $25.4 million, or 9.2%, compared to SG&A of $275.7 million for the six months ended October 28, 2007. Our increase in SG&A expense was primarily driven by higher fuel and volume-driven customer delivery expenses. In addition, we incurred costs associated with the centralization of all marketing and certain related functions in San Francisco, as well as higher marketing costs reflecting increased investments behind new product launches in the Pet Products segment. These increases were partially offset by the absence of transformation costs for the six months ended October 26, 2008, compared to $8.3 million for the six months ended October 28, 2007. For the remainder of fiscal 2009 we expect our year-over-year growth in marketing spending behind both new and existing products to accelerate in support of our growth strategy.

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Operating Income

	Three Months Ended						Change			% Change
	October 26, 2008			October 28, 2007
	(In millions, except percentages)
Operating Income
Consumer Products	$	45.8		$	43.9		$	1.9		4.3	%
Pet Products		45.7			44.5			1.2		2.7	%
Corporate (a)		(12.0	)		(12.2	)		0.2		(1.6	%)
Total	$	79.5		$	76.2		$	3.3		4.3	%
	Six Months Ended						Change			% Change
	October 26, 2008			October 28, 2007
	(in millions, except percentages)
Operating Income
Consumer Products	$	55.6		$	53.4		$	2.2		4.1	%
Pet Products		61.1			88.4			(27.3	)	(30.9	%)
Corporate (a)		(23.9	)		(29.5	)		5.6		(19.0	%)
Total	$	92.8		$	112.3		$	(19.5	)	(17.4	%)

(a) Corporate represents expenses not directly attributable to reportable segments. For the three month periods ended October 26, 2008 and October 28, 2007, Corporate includes zero and $2.5 million, respectively, of transformation-related expenses, including all severance-related restructuring costs associated with the transformation plan. For the six month periods ended October 26, 2008 and October 28, 2007, Corporate includes zero and $7.7 million, respectively, of transformation-related expenses, including all severance-related restructuring costs associated with the transformation plan.

Operating income for the three months ended October 26, 2008 was $79.5 million, an increase of $3.3 million, or 4.3%, compared to operating income of $76.2 million for the three months ended October 28, 2007. For the six months ended October 26, 2008, operating income was $92.8 million, a decrease of $19.5 million, or 17.4%, compared to operating income of $112.3 million for the six months ended October 28, 2007.

Our Consumer Products reportable segment operating income increased by $1.9 million, or 4.3%, to $45.8 million for the three months ended October 26, 2008 from $43.9 million for the three months ended October 28, 2007. For the six months ended October 26, 2008, our Consumer Products reportable segment operating income increased by $2.2 million, or 4.1%, to $55.6 million from $53.4 million for the six months ended October 28, 2007. These increases in operating income were driven by the increased sales, including pricing actions, largely offset by higher costs and unfavorable product mix in fruit and tomatoes.

Our Pet Products reportable segment operating income increased by $1.2 million, or 2.7%, to $45.7 million for the three months ended October 26, 2008 from $44.5 million for the three months ended October 28, 2007. For the six months ended October 26, 2008, our Pet Products reportable segment operating income decreased by $27.3 million, or 30.9%, to $61.1 million from $88.4 million for the six months ended October 28, 2007. This decrease in year-to-date operating income was driven primarily by the significant increase in costs, partially offset by the increase in sales, including pricing, as noted above. The impact of our implemented pricing actions was muted in the first quarter of fiscal 2009, in part due to the timing of pricing toward the end of the first quarter. We began to see the benefit of these pricing actions during the second quarter of fiscal 2009. Unfavorable product mix resulting from consumer purchases of higher value, larger size packages of dry pet food, which have a lower margin, also negatively impacted operating income.

Our corporate expenses decreased by $0.2 million during the three months ended October 26, 2008 compared to the prior year period. This decrease resulted primarily from the absence of transformation costs in the three months ended October 26, 2008, compared to $2.5 million of transformation costs in the three months ended October 28, 2007. Our corporate expenses decreased by $5.6 million during the six months ended October 26, 2008 compared to October 28, 2007. This decrease resulted primarily from the absence of transformation costs in the six months ended October 26, 2008, compared to $7.7 million of transformation costs in the six months ended October 28, 2007.

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Interest expense. Interest expense decreased $5.8 million, or 16.2%, to $30.1 million for the three months ended October 26, 2008 from $35.9 million for the three months ended October 28, 2007. This decrease resulted primarily from lower average interest rates. Interest expense decreased $11.0 million, or 16.0%, to $57.7 million for the six months ended October 26, 2008 from $68.7 million for the six months ended October 28, 2007. This decrease resulted primarily from lower average interest rates.

Other (income) expense. Other expense of $12.0 million and $10.9 million for the three and six months ended October 26, 2008, respectively, consists primarily of mark-to-market adjustments for our hedging contracts for heating oil that remained open at the end of the quarter and foreign currency transaction losses. Other income of $1.7 million and $1.1 million for the three and six months ended October 28, 2007, respectively, primarily consists of gains on hedging contracts.

Provision for Income Taxes. The effective tax rate for the three months ended October 26, 2008 was 27.0%, compared to 38.8% for the three months ended October 28, 2007. For the six months ended October 26, 2008, the effective tax rate was 20.2%, compared to 38.7% for the six months ended October 28, 2007. The decrease in rate for the three and six month periods was primarily due to the cumulative benefit created by the Emergency Economic Stabilization Act of 2008, enacted in October 2008. This Act provided for the retroactive extension of a tax credit for companies operating in American Samoa. Due to the sale of the StarKist Seafood Business, we will not receive additional tax benefits from the tax law change in subsequent quarters. The retroactive impact of this change in tax law was recorded on a discrete basis in the current quarter as a reduction to the provision for income taxes for continuing operations. As a result, we now expect our effective tax rate for continuing operations to be between 36% and 38% for fiscal 2009.

Income from Discontinued Operations. The income from discontinued operations of $23.1 million and $21.0 million for the three and six months ended October 26, 2008, respectively, primarily results from a $29.6 million gain on the sale of our StarKist Seafood Business, which was sold in October 2008. The income from discontinued operations of $0.2 million and $2.0 million for the three and six months ended October 28, 2007, respectively, primarily represents the results of operations of our StarKist Seafood Business, which was sold in October 2008. See “Corporate Overview” above.

Liquidity and Capital Resources

We have cash requirements that vary based primarily on the timing of our inventory production for fruit, vegetable and tomato items. Inventory production relating to these items typically peaks during the first and second fiscal quarters. Our most significant cash needs relate to this seasonal inventory production, as well as to continuing cash requirements related to the production of our other products. In addition, our cash is used for the repayment, including interest and fees, of our primary debt obligations (i.e. our revolver and term loans under our senior credit facility, our senior subordinated notes and, if necessary, our letters of credit), contributions to our pension plans, expenditures for capital assets, lease payments for some of our equipment and properties, payment of dividends, and other general business purposes. Although we expect to continue to pay dividends, the declaration and payment of future dividends, if any, is subject to determination by our Board of Directors each quarter and is limited by our senior credit facility and indentures. We may from time to time consider other uses for our cash flow from operations and other sources of cash. Such uses may include, but are not limited to, future acquisitions, transformation or restructuring plans or share repurchases. Our primary sources of cash are typically funds we receive as payment for the products we produce and sell and from our revolving credit facility.

In August 2006, the Pension Protection Act of 2006 (the “Act”) was signed into law. In general, the Act encourages employers to fully fund their defined benefit pension plans. The effect of the Act on Del Monte is to encourage us to fully fund our defined benefit pension plans by 2011 and meet incremental plan funding thresholds applicable for each year prior to 2011. Further, the Act would impose certain negative consequences on our defined benefit plans beginning with the 2008 plan year if they do not meet certain of these threshold funding levels. Accordingly, this legislation has resulted in, and in the future may additionally result in, accelerated funding of our defined benefit pension plans. As of October 26, 2008 we made contributions of approximately $23.0 million in fiscal 2009. Additional contributions may be made depending on the performance of our pension assets over the remainder of the year. In fiscal 2008, we made contributions of $34.4 million, which included a minimum contribution of approximately $16.0 million and an incremental contribution of approximately $18.4 million. We continue to analyze the full impact of this law on our financial position, results of operations and cash flows. In addition to the impact of the Act, the market value of our pension plan assets affects our cash contributions to the plans. If the market values of our pension plan assets remain at the same level or decline at the end of calendar year 2008 as compared to October 26, 2008, we expect our cash contributions for fiscal 2010 to increase over fiscal 2009 levels. Refer to Note 11 to the Consolidated Financial Statements in our 2008 Annual Report for information about our defined benefit pension plans.

We believe that cash flow from operations and availability under our revolving credit facility will provide adequate funds for our working capital needs, planned capital expenditures, debt service obligations, planned payment of dividends and planned pension plan contributions for at least the next 12 months.

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Our debt consists of the following, as of the dates indicated:

	October 26, 2008		April 27, 2008
	(In millions)
Short-term borrowings:
Revolving credit facility	$	289.8	$	—
Other		—		0.3
	$	289.8	$	0.3
Long-term debt:
Term A Loan	$	228.2	$	352.8
Term B Loan		643.0		839.2
Total Term Loans		871.2		1,192.0
8 5/8% senior subordinated notes		450.0		450.0
6 3/4% senior subordinated notes		250.0		250.0
		1,571.2		1,892.0
Less current portion		29.1		37.2
	$	1,542.1	$	1,854.8

We borrowed $299.8 million from the revolving credit facility during the three months ended October 26, 2008. A total of $67.8 million was repaid during the three months ended October 26, 2008. During the six months ended October 26, 2008, we borrowed $389.1 million from the revolving credit facility and repaid $99.3 million. As of October 26, 2008, the net availability under the revolving credit facility, reflecting $70.6 million of outstanding letters of credit, was $89.6 million. The blended interest rate on the revolving credit facility was approximately 5.04% on October 26, 2008. Additionally, to maintain availability of funds under the revolving credit facility, we pay a 0.375% commitment fee on the unused portion of the revolving credit facility. During the three months ended October 26, 2008 we applied $305.0 million from the divestiture of the StarKist Seafood Business toward the reduction of the Term A and the Term B loans.

Scheduled maturities of our long-term debt are $12.9 million for the remainder of fiscal 2009. Scheduled maturities of long-term debt for each of the five succeeding fiscal years are as follows (in millions):

2010	$	32.3
2011		331.3
2012		494.7
2013		450.0
2014		—

Restrictive and Financial Covenants

Agreements relating to our long-term debt, including the credit agreement governing our senior credit facility (as amended from time to time, the “Senior Credit Facility”) and the indentures governing the senior subordinated notes, contain covenants that restrict the ability of Del Monte Corporation and its subsidiaries, among other things, to incur or guarantee indebtedness, issue capital stock, pay dividends on and redeem capital stock, prepay certain indebtedness, enter into transactions with affiliates, make other restricted payments, including investments, incur liens, consummate asset sales and enter into consolidations or mergers. Del Monte Corporation, the primary obligor on our debt obligations, is a direct, wholly-owned subsidiary of Del Monte Foods Company. Certain of these covenants are also applicable to Del Monte Foods Company. We are required to meet a maximum leverage ratio and a minimum fixed charge coverage ratio under the Senior Credit Facility. As of October 26, 2008, we believe that we are in compliance with all such financial covenants. The maximum permitted leverage ratio decreases over time beginning in the fourth quarter of fiscal 2009, as set forth in the Senior Credit Facility.

Compliance with these covenants is monitored periodically in order to assess the likelihood of continued compliance. Our ability to continue to comply with these covenants may be affected by events beyond our control. If we are unable to comply with the covenants under the Senior Credit Facility or any of the indentures governing our senior subordinated notes, there would be a default, which if not waived, could result in the acceleration of a significant portion of our indebtedness.

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Contractual and Other Cash Obligations

The following table summarizes our contractual and other cash obligations at October 26, 2008:

	Payments due by period
	Total		Less than 1 year		1 - 3 years		3 - 5 years		More than 5 years
	(in millions)
Long-term Debt	$	1,571.2	$	29.1	$	677.3	$	614.8	$	250.0
Capital Lease Obligations		—		—		—		—		—
Operating Leases		237.0		51.0		71.1		44.7		70.2
Purchase Obligations (1)		840.4		303.9		308.4		128.8		99.3
Other Long-term Liabilities Reflected on the Balance Sheet (2)		265.4		—		73.0		45.3		147.1
Total Contractual Obligations	$	2,914.0	$	384.0	$	1,129.8	$	833.6	$	566.6

(1) Purchase obligations consist primarily of fixed commitments under supply, ingredient, packaging, co-pack, grower commitments and other agreements. The amounts presented in the table do not include items already recorded in accounts payable or other current liabilities at October 26, 2008, nor does the table reflect obligations we are likely to incur based on our plans, but are not currently obligated to pay. Many of our contracts are requirement contracts and currently do not represent a firm commitment to purchase from our suppliers. Therefore, requirement contracts are not reflected in the above table. Certain of our suppliers commit resources based on our planned purchases and we would likely be liable for a portion of their expenses if we deviated from our communicated plans. In the above table, we have included estimates of the probable “breakage” expenses we would incur with these suppliers if we stopped purchasing from them as of October 26, 2008. Aggregate future payments for our grower commitments are estimated based on October 26, 2008 pricing and fiscal 2009 volume. Aggregate future payments under employment agreements are estimated generally assuming that each such employee will continue providing services for the next five fiscal years, that salaries remain at fiscal 2008 levels, and that annual incentive awards to be paid with respect to each fiscal year shall be equal to the amounts actually paid with respect to fiscal 2008, the most recent period for which annual incentive awards have been paid. Aggregate future payments under severance agreements do not include possible costs associated with outplacement services generally provided to executive officers whose employment is terminated without cause since such amounts have been minimal.

(2) As of October 26, 2008, we had unrecognized tax benefits of $ 10.2 million. We are not able to reasonably estimate the timing of future cash flows related to this amount. As a result, this amount is not included in the table above.

Cash Flows

During the six months ended October 26, 2008, our cash and cash equivalents decreased by $15.3 million and during the six months ended October 28, 2007, our cash and cash equivalents decreased by $0.1 million.

	Six Months Ended
	October 26, 2008			October 28, 2007
	(in millions)
Net Cash Used in Operating Activities	$	(276.8	)	$	(150.3	)
Net Cash Provided by (Used in) Investing Activities		307.1			(43.6	)
Net Cash (Used in) Provided by Financing Activities		(45.0	)		194.1

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Operating Activities. Cash used in operating activities for the six months ended October 26, 2008 was $276.8 million, compared to $150.3 million for the six months ended October 28, 2007. This fluctuation was primarily driven by the higher inventory levels in the first half of fiscal 2009. In addition, prepaid assets are higher, reflecting additional commodity futures positions. The cash requirements of the Consumer Products operating segment vary significantly during the year to coincide with the seasonal growing cycles of fruit, vegetables and tomatoes. The vast majority of our fruit, vegetable and tomato inventories are produced during the packing season, from June through October, and then depleted during the remaining months of the fiscal year. As a result, the vast majority of our total operating cash flow is generated during the second half of the fiscal year.

Investing Activities. Cash provided by investing activities for the six months ended October 26, 2008 was $307.1 million compared to cash used in investing activities of $43.6 million for the six months ended October 28, 2007. Cash provided by investing activities for the six months ended October 26, 2008 consisted of proceeds from the sale of the StarKist Seafood Business, partially offset by capital spending. Cash used in investing activities for the six months ended October 28, 2007 consisted primarily of capital spending. Capital spending during the first six months of fiscal 2009 was $39.9 million compared to $45.2 million during the first six months of fiscal 2008. Capital spending for the remainder of fiscal 2009 is expected to approximate $40 million to $50 million and is expected to be funded by cash generated by operating activities.

Financing Activities. Cash used in financing activities for the six months ended October 26, 2008 was $45.0 million compared to cash provided by financing activities of $194.1 million for the six months ended October 28, 2007. During the first six months of fiscal 2009, we borrowed a net of $289.5 million in short-term borrowings as a result of incurring seasonal borrowings for operations, compared to net borrowings of $224.1 million during the first six months of fiscal 2008. In addition, during the six months ended October 26, 2008 and October 28, 2007, we made repayments of $320.8 million and $14.7 million, respectively, towards our outstanding term loan principal. Repayments during the first six months of fiscal 2009 included $305.0 million from the divestiture of the StarKist Seafood Business. We also paid $15.8 million and $16.2 million in dividends during the six months ended October 26, 2008 and October 28, 2007, respectively.

Recently Issued Accounting Standards

In April 2008, the Financial Accounting Standards Board (“FASB”) finalized FASB Staff Position (“FSP”) No. 142-3, “Determination of the Useful Life of Intangible Assets.” FSP 142-3 amends the factors an entity should consider in developing renewal or extension assumptions used in determining the useful life of recognized intangible assets under FASB Statement No. 142, “Goodwill and Other Intangible Assets.” This new guidance applies prospectively to intangible assets that are acquired individually or with a group of other assets in business combinations and asset acquisitions. FSP 142-3 is effective for financial statements issued for fiscal years beginning after December 15, 2008 and interim periods within those fiscal years. Early adoption is prohibited. We are currently evaluating the impact that FSP 142-3 will have on our consolidated financial statements.

In May 2008, the FASB issued Statement of Financial Accounting Standards No. 162, The Hierarchy of Generally Accepted Accounting Principles (“SFAS 162”). SFAS No. 162 identifies the sources of accounting principles and the framework for selecting the principles to be used in the preparation of financial statements of nongovernmental entities that are presented in conformity with generally accepted accounting principles (GAAP) in the United States (the GAAP hierarchy). This Statement will be effective 60 days following the SEC’s approval of the Public Company Accounting Oversight Board amendments to AU Section 411, The Meaning of Present Fairly in Conformity With Generally Accepted Accounting Principles. We do not believe the adoption of SFAS 162 will have a material impact on our consolidated financial statements.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We have a risk management program which was adopted with the objective of minimizing our exposure to changes in interest rates, commodity and other prices and foreign currency exchange rates. We do not trade or use instruments with the objective of earning financial gains on price fluctuations alone or use instruments where there are not underlying exposures.

During the six months ended October 26, 2008, we were primarily exposed to the risk of loss resulting from adverse changes in interest rates, commodity and other prices and foreign currency exchange rates, which affect interest expense on our floating-rate obligations and the cost of our raw materials and other inputs, respectively.

Interest Rates. Our debt primarily consists of floating rate term loans and fixed rate notes. We also use our floating rate revolving credit facility primarily to fund seasonal working capital needs and other uses of cash. Interest expense on our floating rate debt is typically calculated based on a fixed spread over a reference rate, such as LIBOR. Therefore, fluctuations in market interest rates will cause interest expense increases or decreases on a given amount of floating rate debt.

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We manage a portion of our interest rate risk related to floating rate debt by entering into interest rate swaps in which we receive floating rate payments and make fixed rate payments. On September 6, 2007, we entered into an interest rate swap, with a notional amount of $400.0 million and an effective date of October 26, 2007, as the fixed rate-payer. A formal cash flow hedge accounting relationship was established between the swap and a portion of our interest payment on our floating rate debt.

During the six months ended October 26, 2008, our interest rate cash flow hedges resulted in a $1.5 million decrease to other comprehensive income (“OCI”) and a $0.9 million decrease to deferred tax liabilities. Our interest rate cash flow hedges had an impact of $3.8 million on interest expense. On October 26, 2008, the fair value of our interest rate swap was recorded as a non-current liability of $16.0 million. As of April 27, 2008, the fair value of our interest rate swap was recorded as a non-current liability of $13.6 million.

The table below presents our market risk associated with debt obligations as of October 26, 2008. The fair values are based on quoted market prices. Variable interest rates disclosed represent the weighted average rates in effect on October 26, 2008.

	Maturity																				Total			Fair Value October 26, 2008
	Remainder of Fiscal 2009			Fiscal 2010			Fiscal 2011			Fiscal 2012			Fiscal 2013			Fiscal 2014		After Fiscal 2014
	(in millions, except percentages)
Interest Rate Risk:
Debt
Fixed Rate	$	—		$	—		$	—		$	—		$	450.0		$	—	$	250.0		$	700.0		$	607.5
Average Interest Rate		—			—			—			—			8.63	%		—		6.75	%		7.96	%
Variable Rate	$	12.9		$	32.3		$	331.3		$	494.7		$	—		$	—	$	—		$	871.2		$	871.2
Average Interest Rate		5.02	%		5.02	%		5.02	%		5.02	%		—			—		—			—
Interest Rate Swaps
Notional Amount		—			—		$	400.0			—			—			—		—		$	400.0		$	16.0
Average Rate Receivable		—			—			3.54	%		—			—			—		—			3.54	%
Fixed Rate Payable		—			—			4.77	%		—			—			—		—			4.77	%

Commodities and Other Prices.

Commodities: Certain commodities such as corn, wheat, soybean meal, and soybean oil are used in the production of our products. Generally these commodities are purchased based upon market prices that are established with the vendor as part of the purchase process. We use futures or options contracts as deemed appropriate to reduce the effect of price fluctuations on anticipated purchases. We account for these commodities derivatives as either cash flow or economic hedges. For cash flow hedges, the effective portion of derivative gains and losses is deferred in equity and recognized as part of cost of products sold in the appropriate period and the ineffective portion is recognized as other income or expense. Changes in the value of economic hedges are recorded directly in earnings. These contracts generally have a term of less than 18 months. We expect to continue our hedging program with respect to commodities during the remainder of fiscal 2009.

On October 26, 2008, the fair values of our commodities hedges were recorded as current assets of $0.3 million and current liabilities of $19.9 million. On April 27, 2008, the fair values of our commodities hedges were recorded as current assets of $2.5 million and current liabilities of $1.0 million.

Other: During the second quarter of fiscal 2009 we entered into hedging activities where heating oil contracts are used as a proxy for fluctuations in diesel fuel prices. These contracts generally have a term of less than twelve months and do not qualify as cash flow hedges for accounting purposes. Accordingly, associated gains and losses are recorded directly as other income or expense. As of October 26, 2008, the fair values of our heating oil contracts were recorded as current liabilities of $4.7 million. We expect to continue our hedging program with respect to heating oil during the remainder of fiscal 2009.

We have a hedging program for natural gas. We account for these natural gas derivatives as either cash flow or economic hedges. These contracts generally have a term of 18 months or less. For cash flow hedges, the effective portion of derivative gains and losses is deferred in equity and recognized as part of cost of products sold in the period natural gas is consumed and the ineffective portion is recognized as other income or expense. Changes in the value of economic hedges are recorded directly in earnings. As of October 26, 2008, the fair values of our natural gas hedges were recorded as current liabilities of $5.4 million. As of April 27, 2008, the fair values of our natural gas hedges were recorded as current assets of $1.7 million. We expect to continue our hedging program with respect to natural gas during the remainder of fiscal 2009.

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The table below presents our commodity, natural gas and heating oil derivative contracts as of October 26, 2008. The fair values indicated are based on quoted market prices. All of the commodity, natural gas and heating oil derivative contracts held on October 26, 2008 are scheduled to mature prior to the end of fiscal 2010.

	Soybean Meal (Short Tons)			Soybean Oil (Pounds)			Corn (Bushels)			Hard Wheat (Bushels)			Natural Gas (Decatherms)			Heating Oil (Gallons)
Futures Contracts
Contract Volumes		156,800			1,380,000			8,585,000			1,015,000			3,350,000			4,872,000
Weighted Average Price	$	310.91		$	0.39		$	5.41		$	7.51		$	8.66		$	2.95
Contract Amount ($ in millions)	$	48.8		$	0.5		$	46.4		$	7.6		$	29.0		$	14.4
Fair Value ($ in millions)	$	(6.2	)	$	(0.1	)	$	(11.2	)	$	(1.7	)	$	(5.4	)	$	(4.7	)
Options
Calls (Long)
Contract Volumes		—			—			250,000			—			—			—
Weighted Average Strike Price	$	—		$	—		$	6.00		$	—		$	—		$	—
Weighted Average Price Paid	$	—		$	—		$	0.32		$	—		$	—		$	—
Fair Value ($ in millions)	$	—		$	—		$	—		$	—		$	—		$	—
Puts (Written)
Contract Volumes		—			—			250,000			—			—			—
Weighted Average Strike Price	$	—		$	—		$	5.40		$	—		$	—		$	—
Weighted Average Price Received	$	—		$	—		$	(0.30	)	$	—		$	—		$	—
Fair Value ($ in millions)	$	—		$	—		$	(0.4	)	$	—		$	—		$	—

Foreign Currency: We manage our exposure to fluctuations in foreign currency exchange rates by entering into forward contracts to cover a portion of our projected expenditures paid in local currency. These contracts generally have a term of less than 18 months and qualify as cash flow hedges for accounting purposes. Accordingly, the effective derivative gains and losses are deferred in equity and recognized in the period the expenditure is incurred as other income or expense. As of October 26, 2008, the fair values of our foreign currency hedges were recorded as current assets of $3.8 million and current liabilities $3.9 million. As of April 27, 2008, the fair values of our foreign currency hedges were recorded as current assets of $1.3 million. We expect to continue our hedging program with respect to foreign currency during the remainder of fiscal 2009.

The table below presents our foreign currency derivative contracts as of October 26, 2008. The fair values indicated are based on quoted market prices. All of the foreign currency derivative contracts held on October 26, 2008 are scheduled to mature prior to the end of fiscal 2010.

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Forward Currency Contracts
Firmly committed Forward Exchange Contracts (Mexican peso) (in millions)		208.9
Forward Exchange Agreements (Receive Mexican pesos/Pay $US) ($ in millions)	$	14.9
Contract Amount (Mexican pesos) ($ in millions)	$	18.9
Average Contractual Exchange Rate (Mexican pesos/$US)		11.1
Firmly committed Forward Exchange Contracts (Euros) (in millions)		0.4
Forward Exchange Agreements (Receive Euros/Pay $US) ($ in millions)	$	0.5
Contract Amount (Euros) ($ in millions)	$	0.6
Average Contractual Exchange Rate (Euros/$US)		0.7
Firmly committed Forward Exchange Contracts ($US) (in millions)	$	18.6
Forward Exchange Agreements (Receive $US/Pay $CAD)	$	23.5
Contract Amount ($CAD in millions)	$	18.9
Average Contractual Exchange Rate		1.0

The table below presents the changes in the following balance sheet accounts and impact on statement of income (loss) accounts of our commodities and other hedging and foreign currency exchange rate hedging activities:

	Three Months Ended					Six Months Ended
	October 26, 2008		October 28, 2007			October 26, 2008			October 28, 2007
	(in millions)
Decrease in other comprehensive income (a)	$	22.4	$	0.3		$	19.7		$	1.9
(Increase) decrease in deferred tax liabilities		13.4		(0.1	)		12.0			0.7
Increase (decrease) in cost of products sold		0.8		1.3			(0.9	)		1.0
Increase (decrease) in other expense		7.8		(2.1	)		7.2			(1.4	)

(a) The change in other comprehensive income is net of related taxes.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, or “Disclosure Controls,” as of the end of the period covered by this quarterly report on Form 10-Q. This evaluation, or “Controls Evaluation” was performed under the supervision and with the participation of management, including our Chairman of the Board, President, Chief Executive Officer and Director (our “CEO”) and our Executive Vice President, Administration and Chief Financial Officer (our “CFO”). Disclosure Controls are controls and procedures designed to reasonably ensure that information required to be disclosed in our reports filed under the Exchange Act, such as this quarterly report, is recorded, processed, summarized and reported within the time periods specified in the U.S. Securities and Exchange Commission’s rules and forms. Disclosure Controls include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, as amended, is accumulated and communicated to our management, including our CEO and CFO, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure. Our Disclosure Controls include some, but not all, components of our internal control over financial reporting.

Based upon the Controls Evaluation, and subject to the limitations noted in this Part I, Item 4, our CEO and CFO have concluded that as of the end of the period covered by this quarterly report on Form 10-Q, our Disclosure Controls were effective to provide reasonable assurance that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified by the Securities and Exchange Commission, and that material information relating to Del Monte and its consolidated subsidiaries is made known to management, including the CEO and CFO, particularly during the period when our periodic reports are being prepared.

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Limitations on the Effectiveness of Controls

Our management, including our CEO and CFO, does not expect that our Disclosure Controls or our internal controls will prevent all error and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within Del Monte have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with associated policies or procedures. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

Changes in Internal Control Over Financial Reporting

There have not been any changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Securities Exchange Act of 1934, as amended) during the most recent fiscal quarter that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.

CEO and CFO Certifications

The certifications of the CEO and the CFO required by Rule 13a-14 of the Securities Exchange Act of 1934, as amended, or the “Rule 13a-14 Certifications” are filed as Exhibits 31.1 and 31.2 of this quarterly report on Form 10-Q. This “Controls and Procedures” section of the quarterly report on Form 10-Q includes the information concerning the Controls Evaluation referred to in the Rule 13a-14 Certifications and this section should be read in conjunction with the Rule 13a-14 Certifications for a more complete understanding of the topics presented.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

Except as set forth below, there have been no material developments in the legal proceedings since the legal proceedings reported in the 2008 Annual Report:

On October 14, 2008, Fresh Del Monte Produce Inc. (“Fresh Del Monte”) filed a complaint against us in U.S. District Court for the Southern District of New York. Fresh Del Monte amended its complaint on November 5, 2008. Under a trademark license agreement with us, Fresh Del Monte holds the rights to use the Del Monte name and trademark with respect to fresh fruit, vegetables and produce throughout the world (including the United States). Fresh Del Monte alleges that we breached the trademark license agreement through the marketing and sale of certain of its products sold in the refrigerated produce section of customers’ stores, including Del Monte Fruit Naturals products and the more recently introduced Del Monte Refrigerated Grapefruit Bowls. Fresh Del Monte also alleges that our advertising for certain of these products was false and misleading. Fresh Del Monte is seeking damages of $10.0 million, treble damages with respect to its false advertising claim, and injunctive relief. On October 14, 2008, Fresh Del Monte filed a motion for a preliminary injunction, asking the Court to enjoin us from making certain claims about our refrigerated products. On October 23, 2008, the Court denied that motion. We deny Fresh Del Monte’s allegations and plan to vigorously defend ourselves. Additionally, on November 21, 2008, we filed counter-claims against Fresh Del Monte, alleging that Fresh Del Monte has breached the trademark license agreement. Specifically, we allege, among other things, that Fresh’s “medley” products (vegetables with a dipping sauce or fruit with a caramel sauce) violate the trademark license agreement.

As previously disclosed in our 2008 Annual Report, beginning with the pet food recall announced by Menu Foods, Inc. in March 2007, many major pet food manufacturers, including Del Monte, announced recalls of select products. We believe there have been over 90 class actions and purported class actions relating to these pet food recalls. We have been named as a defendant in seven class actions or purported class actions related to its pet food and pet snack recall, which we initiated March 31, 2007.

We are currently a defendant in the following case:

• Picus v. Del Monte filed on April 30, 2007 in state court in Las Vegas, Nevada;

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We were a defendant in the following cases:

• Carver v. Del Monte filed on April 4, 2007 in the U.S. District Court for the Eastern District of California;

• Ford v. Del Monte filed on April 7, 2007 in the U.S. District Court for the Southern District of California;

• Hart v. Del Monte filed on April 10, 2007 in state court in Los Angeles, California;

• Schwinger v. Del Monte filed on May 15, 2007 in U.S. District Court for the Western District of Missouri;

• Tompkins v. Del Monte filed on July 13, 2007 in U.S. District Court for the District of Colorado; and

• Blaszkowski v. Del Monte filed on May 9, 2007 in the U.S. District Court for the Southern District of Florida.

The named plaintiffs in these seven cases allege or alleged that their pets suffered injury and/or death as a result of ingesting our and other defendants’ allegedly contaminated pet food and pet snack products. The Picus and Blaszkowski cases also contain or contained allegations of false and misleading advertising by us.

By order dated June 28, 2007, the Carver, Ford, Hart, Schwinger, and Tompkins cases were transferred to the U.S. District Court for the District of New Jersey and consolidated with other purported pet food class actions under the federal rules for multi-district litigation. The Blaszkowski and Picus cases were not consolidated.

The Multi-District Litigation Cases. The plaintiffs and defendants in the multi-district litigation cases, including the five consolidated cases in which we were a defendant, tentatively agreed to a settlement which was submitted to the U.S. District Court for the District of New Jersey on May 22, 2008. On May 30, 2008, the Court granted preliminary approval to the settlement. Pursuant to the Court’s order, notice of the settlement was disseminated to the public by mail and publication beginning June 16, 2008. Members of the class were allowed to opt-out of the settlement until August 15, 2008. On November 19, 2008, the Court entered orders approving the settlement, certifying the class and dismissing the complaints against the defendants, including us. The total settlement is $24.0 million. The portion of our contribution to this settlement is $250,000, net of insurance recovery.

The Picus Case. On October 12, 2007, we filed a motion to dismiss in the Picus case. The state court in Las Vegas, Nevada granted our motion in part and denied the motion in part. On December 14, 2007, other defendants in the case filed a motion to deny class certification. The Court has not issued a ruling on that motion, but on October 30, 2008 issued an order requiring further briefing. The plaintiffs in the Picus case are seeking certification of a class action as well as unspecified damages and injunctive relief against further distribution of the allegedly defective products. We have denied the allegations made in the Picus case.

The Blaszkowski Case. On April 11, 2008, the plaintiffs in the Blaszkowski case filed their fourth amended complaint. On September 12, 2008 and October 9, 2008, plaintiffs filed stipulations of dismissal with respect to their complaint against certain of the defendants, including us. The U.S. District Court for the Southern District of Florida entered such requested dismissals on such dates, resulting in the dismissal of all claims against us.

We are also involved from time to time in various legal proceedings incidental to our business (or our former StarKist Seafood Business), including proceedings involving product liability claims, worker’s compensation and other employee claims, tort claims and other general liability claims, for which we carry insurance, as well as trademark, copyright, patent infringement and related litigation. Additionally, we are involved from time to time in claims relating to environmental remediation and similar events. While it is not feasible to predict or determine the ultimate outcome of these matters, we believe that none of these legal proceedings will have a material adverse effect on our financial position.

ITEM 1A.  RISK FACTORS

This quarterly report on Form 10-Q, including the section entitled “Item 1. Financial Statements” and the section entitled “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations,” contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, and Section 21E of the Securities Act of 1934. Statements that are not historical facts, including statements about our beliefs or expectations, are forward-looking statements. These statements are based on our plans, estimates and projections at the time we make the statements, and you should not place undue reliance on them. In some cases, you can identify forward-looking statements by the use of forward-looking terms such as “may,” “will,” “should,” “expect,” “intend,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” or “continue” or the negative of these terms or other comparable terms.

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Forward-looking statements involve inherent risks and uncertainties. We caution you that a number of important factors could cause actual results to differ materially from those contained in or suggested by any forward-looking statement. These factors include, among others:

• cost and availability of inputs, commodities, ingredients and other raw materials, including without limitation, energy (including natural gas), fuel, packaging, grains (including corn) and meat by-products (including fats and oils);

• our ability to increase prices and manage the price gap between our products and competing private label and branded products;

• our ability to reduce costs;

• the accuracy of our assumptions regarding costs;

• logistics and other transportation-related costs;

• our debt levels and ability to service, reduce or refinance our debt and comply with covenants;

• timely launch and market acceptance of new products;

• competition, including pricing and promotional spending levels by competitors;

• effectiveness of marketing and trade promotion programs;

• transformative plans intended to improve the performance and market share of our business;

• changing consumer and pet preferences;

• distribution;

• the loss of significant customers or a substantial reduction in orders from these customers or the bankruptcy of any such customer;

• industry trends, including changes in buying, inventory or other business practices by customers;

• interest rate fluctuations;

• hedging practices;

• weather conditions;

• crop yields;

• natural disasters;

• contaminated ingredients;

• recalls;

• product liability claims and other litigation;

• reliance on certain third parties, including co-packers, our broker and third-party distribution centers or managers;

• changes in, or the failure or inability to comply with, U.S., foreign and local governmental regulations, including environmental regulations and import/export regulations or duties;

• any departure from Terminal Island, CA; and

• acquisitions, if any, including identification of appropriate targets and successful integration of any acquired businesses.

Certain aspects of these and other factors are described in more detail in our filings with the Securities and Exchange Commission, including the section entitled “Factors That May Affect Our Future Results and Stock Price” in our 2008 Annual Report.

In addition to the foregoing, other economic industry and business conditions may affect our future earnings results, for example:

Consumers may shift purchases to lower-priced or other value offerings during economic downturns, which may adversely affect our results of operations.

As noted in our Annual Report on Form 10-K, the willingness of consumers to pay a price premium for our branded products depends on a number of factors, including the effectiveness of our marketing programs and the existing strength in our brands. During periods of economic uncertainty, consumers may be less willing or able to pay a price differential for our branded products, notwithstanding our marketing programs or strength of our brands, and may purchase more lower-priced offerings. Consumers may also migrate to higher-value, larger-sized packages of our branded products, which tend to have lower margins than our smaller-sized offerings. Consumers may forego some purchases altogether. Additionally, retailers may increase levels of promotional activity for lower-priced

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or value offerings as they seek to maintain sales volumes during times of economic uncertainty. Accordingly, economic downturns could reduce sales volumes of our higher margin branded products or lead to a shift in our mix toward our lower margin offerings, which could have an adverse effect on our results of operations.

Volatility in the equity markets or interest rates could substantially increase our pension costs and required pension contributions.

We sponsor three qualified defined benefit pension plans and various other nonqualified retirement and supplemental retirement plans. The qualified defined benefit pension plans are funded with trust assets invested in a diversified portfolio of debt and equity securities and other investments. Among other factors, changes in interest rates, investment returns and the market value of plan assets can (i) affect the level of plan funding; (ii) cause volatility in the net periodic pension cost; and (iii) increase our future contribution requirements. A significant decrease in investment returns or the market value of plan assets or a significant decrease in interest rates could increase our net periodic pension costs and adversely affect our results of operations. A significant increase in our contribution requirements with respect to our qualified defined benefit pension plans could have an adverse impact on our cash flow.

Recent disruptions in the financial markets may adversely affect our results of operations.

Recent disruptions in global financial markets and banking systems have made credit and capital markets more difficult for companies to access, even for some companies with established revolving or other credit facilities. We have access to capital through our revolving credit facility, which is part of our Senior Credit Facility. Each financial institution which is part of the syndicate for our revolving credit facility is responsible on a several, but not joint, basis for providing a portion of the loans to be made under the facility. For example, Lehman Commercial Paper, Inc. is obligated to provide approximately 0.45% of our $450 million revolving credit facility. Beginning in September, 2008, Lehman Commercial Paper, Inc. failed to fund its portion of requested borrowings under our revolving credit facility, and as of October 26, 2008 it remained a defaulting lender. If any participant or group of participants with a significant portion of the commitments in our revolving credit facility fail to satisfy its or their respective obligations to extend credit under the facility and we are unable to find a replacement for such participant or participants on a timely basis (if at all), our liquidity may be adversely affected. If our liquidity is materially adversely impacted, particularly during the harvesting and packing months of June through October as we generate the vast majority of our fruit, vegetable and tomato inventories, our results of operations could be materially adversely affected.

If the price of our common stock declines, we may recognize an impairment of the goodwill associated with one or more of our reporting units, which would adversely affect our earnings.

We test goodwill of our consumer products and pet products reporting units for impairment at least annually. Certain events, such as a significant decline in our market capitalization, may cause us to perform additional tests for impairment. If the price of our common stock declines from current levels, or if other factors indicative of a potential impairment arise (such as a decrease in the cash flow relating to such reporting units), we may, in connection with any future impairment tests, conclude that the estimated fair value of the goodwill is less that the book value, write down goodwill to the estimated fair value and recognize an impairment charge. Such an impairment charge would adversely affect our earnings and could be material.

All forward-looking statements in this quarterly report on Form 10-Q are qualified by these cautionary statements and are made only as of the date of this report. We undertake no obligation, other than as required by law, to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

(a) NONE.

(b) NONE.

(c) NONE.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

NONE.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

Our Annual Meeting of Stockholders was held on September 25, 2008 in San Francisco, California. Two matters were submitted to a vote of stockholders: (i) the election of Timothy G. Bruer, Mary R. Henderson and Sharon L. McCollam as Class II directors to hold office for three-year terms; and (ii) the ratification of the appointment of KPMG LLP, an independent registered public accounting firm, as the Company’s independent auditor for its fiscal year ending May 3, 2009.

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At the Annual Meeting, the following individuals were elected to the Board of Directors for three-year terms upon the following vote:

	Votes For	Votes Against	Votes Abstained
Timothy G. Bruer	166,646,306	4,613,785	516,389
Mary R. Henderson	168,835,086	2,414,947	526,447
Sharon L. McCollam	168,853,724	2,402,352	520,404

168,332,255 votes were cast in favor of the ratification of the appointment of KPMG LLP as the Company’s independent auditors for its fiscal year ending May 3, 2009. 3,073,469 votes were cast against ratification and 370,756 votes abstained.

ITEM 5. OTHER INFORMATION

(a) NONE.

(b) NONE.

ITEM 6. EXHIBITS

(a) Exhibits.

Exhibit Number	Description
2.1	Purchase Agreement by and among Del Monte Corporation, Dongwon Enterprise Co., Ltd., Dongwon Industries Co., Ltd., Dongwon F&B Co., Ltd., Starkist Co. and Starkist Samoa Co., dated as of June 29, 2008 (incorporated by reference to Exhibit 2.1 to a Current Report on Form 8-K as filed on July 2, 2008)
*10.1	Form of Del Monte Foods Company 2002 Stock Incentive Plan Performance Shares Agreement**
*10.2	Form of Del Monte Foods Company 2002 Stock Incentive Plan Non-Qualified Stock Option Agreement**
*10.3	Form of Del Monte Foods Company 2002 Stock Incentive Plan Performance Accelerated Restricted Stock Agreement**
†10.4	Operating Services Agreement between Starkist Co. and Del Monte Corporation, dated as of October 6, 2008 (incorporated by reference to Exhibit 10.1 to a Current Report on Form 8-K as filed on October 9, 2008 (the “October 2008 8-K”)
†10.5	Bifurcation and Partial Assignment and Assumption Agreement among Del Monte Corporation, Impress Group, B.V. and Starkist Co. effective as of October 6, 2008 (incorporated by reference to Exhibit 10.2 to the October 2008 8-K)
†10.6	Restated Del Monte Foods Retail Brokerage Agreement between Del Monte Corporation and Advantage Sales and Marketing LLC effective as of November 4, 2008 (incorporated by reference to Exhibit 10.1 to a Current Report on Form 8-K as filed on November 6, 2008)
*31.1	Certification of the Chief Executive Officer Pursuant to Rule 13-14(a) of the Exchange Act
*31.2	Certification of the Chief Financial Officer Pursuant to Rule 13-14(a) of the Exchange Act
*32.1	Certification of the Chief Executive Officer furnished Pursuant to Rule 13-14(b) of the Exchange Act and 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
*32.2	Certification of the Chief Financial Officer furnished Pursuant to Rule 13-14(b) of the Exchange Act and 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

* filed herewith

** indicates a management contract or compensatory plan or arrangement

† confidential treatment has been requested as to portions of the exhibit

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SIGNATURES

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

DEL MONTE FOODS COMPANY
By:	/s/ RICHARD G. WOLFORD
	Richard G. Wolford
	Chairman of the Board, President and
	Chief Executive Officer; Director
By:	/s/ DAVID L. MEYERS
	David L. Meyers
	Executive Vice President, Administration
	and Chief Financial Officer

Dated: December 4, 2008

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EX-10.1

Exhibit 10.1

DEL MONTE FOODS COMPANY

PERFORMANCE SHARES

AGREEMENT

This Performance Shares Agreement (the “Agreement”) contains the terms and conditions under which the Compensation Committee of the Board (the “Committee”), on behalf of Del Monte Foods Company (the “Company”), has granted to you, [EMPLOYEE NAME] (the “Participant”), as of [Month 00, 0000] (the “Grant Date”), and pursuant to the Del Monte Foods Company 2002 Stock Incentive Plan (the “Plan”), units representing the Common Stock of the Company known as “Performance Shares,” in order to encourage you to continue to contribute to the Company’s growth and success.

1. Grant of Performance Shares. The Performance Shares award consists of a maximum award of 000,000 units (150% of your target award) representing shares of the Common Stock of the Company, which the Company has granted to the Participant as of the date hereof as a separate incentive in connection with his or her service to the Company and not in lieu of any salary or other compensation for his or her services. The Performance Shares also shall include any new, additional, or different securities or units representing such securities the Participant may become entitled to receive with respect to such Performance Shares by virtue of any increase or decrease in the number of issued shares of Common Stock resulting from a subdivision or consolidation of shares of Common Stock, or the payment of a stock dividend (but only on shares of Common Stock), or any other increase or decrease in the number of such shares effected without receipt or payment of consideration by the Company, or any change in the capitalization of the Company pursuant to Section 10(b) of the Plan, or by virtue of any Change of Control or other transaction pursuant to Section 10(c) of the Plan. The Performance Shares shall be subject to the Restrictions pursuant to Section 3 of this Agreement.

2. Participant’s Account; Certain Rights in Respect of Performance Shares.

(a) The Performance Shares granted to the Participant shall be entered into an account in the Participant’s name. This account shall be a bookkeeping entry only and shall be utilized solely as a device for the measurement and determination of the number of shares of Common Stock to be paid to or in respect of the Participant pursuant to this Agreement.

(b) During the period before the release of the Restrictions on the Performance Shares as provided in Section 4, the Participant shall have no voting rights in respect of the Performance Shares.

(c) As set forth in Section 5 below, stock equivalent units held in the Participant’s account pursuant to Section 5 shall accrue dividend equivalents that will be credited in the form of additional stock equivalent units, based on the Fair Market Value of Common Stock on the date the dividend is issued.

3. Restrictions. Prior to their release from the Restrictions as set forth in Section 4 below, all Performance Shares held for or in respect of the Participant, and the shares of Common Stock that such Performance Shares represent, may not be assigned, transferred, or otherwise encumbered or disposed of by the Participant.

4. Release of Performance Shares from Restrictions.

(a) Subject to the provisions of this Section 4, the Restrictions shall cease to apply to the Performance Shares granted under this Agreement or the Performance Shares shall be forfeited upon the first day after the Company files its annual report on Form 10-K for the last fiscal year in the performance period defined below in Section 4(b), or shall vest in their entirety upon the earlier occurrence of a Change of Control. Upon the release of the Performance Shares from the Restrictions (except if receipt of the Performance Shares is deferred as provided in Section 5), the Participant shall be paid the value of his or her account in the form of Common Stock. No fractional shares of Common Stock will be issued. If the calculation of the number of shares of Common Stock to be issued results in fractional shares, then the number of shares of Common Stock will be rounded up to the nearest whole share of Common Stock.

(b) The Committee, in its sole discretion, has established target performance goals based on the Company’s Relative Total Shareholder Return (“RTSR Targets”), which will be measured over a three (3)-fiscal year “performance period” commencing on [Date] through [Date]. The Committee, in its sole discretion, shall define a peer group of companies (the “Comparator Group”), either within or without the Company’s industry, against which the Company’s Total Shareholder Return will be compared to determine Relative Total Shareholder Return (“RTSR”). The Comparator Group shall be identified as soon as practicable on or after the date of this Agreement (but in no event later than 90 days after the beginning of the performance period).¹ The Comparator Group, the RTSR Targets or the Performance Shares award may be adjusted by the Committee from time to time, in its sole discretion, to the extent necessary in order to reflect a change in corporate capitalization, such as a stock split or dividend, or a corporate transaction, such as any merger, consolidation, separation (including a spinoff or other distribution of stock or property by the Company), reorganization, or any partial or complete liquidation by the Company, as provided by Sections 10(b) or 10(c) of the Plan, to take account of events such as mergers, consolidations, dispositions, separations (including any spinoffs or other distributions of stock or property), reorganizations, bankruptcies, any partial or complete liquidations, changes in corporate capitalization (such as stock splits or dividends) and other significant business changes affecting any member of the Comparator Group, or to take account of any other items described in Section 9(b) of the Plan; provided, however, that to the extent that any such adjustments affect awards to “covered employees” (as such term is defined in Section 162(m) of the Code), they shall be prescribed in a manner that strives to meet the requirements of Section 162(m) of the Code. Any adjustment to the RTSR calculation to account for changes in the Comparator Group, including changes in the capitalization of Comparator Group companies (due to stock splits, mergers, spin-offs, etc. of the Comparator Group companies), will be made at the sole discretion of the Committee.

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Based on the Company’s level of achievement of the designated RTSR Targets, the Restrictions shall cease to apply to the Performance Shares or the Performance Shares shall be forfeited, according to the following schedule:

Vesting of Performance Shares based on Achievement of RTSR Targets

Relative Total Shareholder Return: Company Performance Percentile	Percentage of Target Award Vested
>75th Percentile	150	%
>68.75, but < 75	125
>62.5, but <68.75	100
>56.5, but < 62.5	75
>50, but < 56.5	50
<50	0

The Committee shall have sole discretion to determine which RTSR Target has been achieved (if any) and whether the Restrictions shall be released from any or all of the Performance Shares. The Committee’s determinations pursuant to the exercise of discretion with respect to all matters described in this paragraph shall be final and binding on the Participant.

(c) Upon the termination of the Participant’s employment by reason of Disability or death, the Performance Shares held by such Participant or his or her designated beneficiary (as applicable) shall continue to vest at the time and in the amounts (if any) set forth pursuant to paragraph (a) of this Section 4, and Common Stock that is distributed on account of Performance Shares that become vested (if any) shall be distributed to the Participant or his or her designated beneficiary (as applicable) subject to Section 6, below.

(d) Upon the termination of the Participant’s employment by reason of Retirement, the Performance Shares shall cease to apply on a pro-rata basis pursuant to the Company’s pro-rata vesting policy in effect at the time of Retirement; provided further, that in the case of Retirement, the maximum number of Performance Shares that may vest shall be that number, if any, that would have vested as set forth in Section 4(b) above following the Participant’s Retirement on the basis of the degree to which the RTSR Target has been achieved.

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(e) Upon the termination of the Participant’s employment for any reason other than Disability, death or Retirement, the Performance Shares shall be forfeited by the Participant to the Company; provided that, for Participants (i) covered under the Executive Severance Policy or (ii) who are parties to an employment agreement with the Company or a Subsidiary of the Company, in the case of termination of employment without Cause or resignation for Good Reason (as defined in the applicable employment agreement), these Performance Shares will be treated under such policy or employment agreement; provided further, that in the case of either (i) or (ii) above, the maximum number of Performance Shares that may vest shall be that pro-rated number, if any, that would have vested as set forth in Section 4(b) above following such termination on the basis of the degree to which the RTSR Target has been achieved.

5. Deferral. The Committee has the right to determine, in its sole discretion, whether and in what manner Participants shall be permitted to elect to defer the receipt of a distribution of Common Stock in respect of the Performance Shares under a deferral plan of the Company, in which case, after the Restrictions are released, the Performance Shares would remain as stock equivalent units in the Participant’s account. Stock equivalent units held in the Participant’s account pursuant to this Section 5 shall accrue dividend equivalents that will be credited in the form of additional stock equivalent units to the Participant’s account, based on the Fair Market Value of Common Stock on the date the dividend is issued. At the end of the deferral period, all stock equivalent units will be converted and distributed to the Participant in the form of Common Stock. No fractional shares of Common Stock will be issued. If the calculation of the number of shares of Common Stock to be issued results in fractional shares, then the number of shares of Common Stock will be rounded up to the nearest whole share of Common Stock.

6. Designation of Beneficiary. The Participant may designate a beneficiary or beneficiaries to whom, along with all other grants or awards made to the Participant under the Plan, unvested Performance Shares or Common Stock that is distributed on account of Performance Shares that become vested following the Participant’s death shall be transferred. A Participant shall designate his or her beneficiary by executing the “2002 Stock Incentive Plan Beneficiary Designation and Spousal Consent Form” and returning it to the Corporate Secretary. Any form so submitted shall replace, in respect of all grants or awards made to the Participant under the Plan, any previous version of the same form the Participant may have submitted to the Corporate Secretary. A Participant shall have the right to change his or her beneficiary from time to time by executing a subsequent “2002 Stock Incentive Plan Beneficiary Designation and Spousal Consent Form” and otherwise complying with the terms of such form and the Committee’s rules and procedures, as in effect from time to time. The Committee shall be entitled to rely on the last “2002 Stock Incentive Plan Beneficiary Designation and Spousal Consent Form” submitted by the Participant, and accepted by the Corporate Secretary, prior to such Participant’s death. In the absence of such designation of beneficiary, unvested Performance Shares or Common Stock that is distributed on account of Performance Shares that become vested following the Participant’s death will be transferred to the Participant’s surviving spouse, or if none, to the Participant’s estate. If the Committee has any doubt as to the proper beneficiary, the Committee shall have the right, exercisable in its sole discretion, to withhold such payments until this matter is resolved to the Committee’s satisfaction.

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7. Taxes. The Company may, in its discretion, make such provisions and take such steps as it may deem necessary or appropriate for the withholding of all federal, state, local and other taxes required by law to be withheld with respect to the vesting of any Performance Shares or the distribution of Common Stock on account of the vesting of any Performance Shares, including, but not limited to, withholding shares of Common Stock granted under this Agreement equal in value to such withholding taxes, deducting the amount of such withholding taxes from any other amount then or thereafter payable to the Participant, or requiring the Participant or the beneficiary or legal representative of the Participant to pay in cash to the Company the amount required to be withheld or to execute such documents as the Company deems necessary or desirable to enable it to satisfy its withholding obligations.

8. Repayment/Forfeiture for Misconduct. This Section 8 will apply if: (i) the Company restates any Company financial report that, due to misconduct as determined by the Committee, was materially noncompliant with the securities laws when filed; and (ii) the Participant is a Section 16 Person.

(a) If, in the Committee’s opinion, the Participant knowingly or with gross negligence engaged in the misconduct described above, the Participant shall repay Del Monte any amounts received by the Participant under this Agreement and any outstanding portion of the grant will be cancelled.

(b) If, in the Committee’s opinion, the Participant did not engage in the misconduct described above, the Committee shall determine, in its sole discretion in order to correct any unjust enrichment, if any portion of the amounts described in Paragraph 8(a) are subject to repayment by the Participant by any legally permitted means that the Committee deems appropriate.

9. No Special Rights; No Right to Future Awards. Nothing contained in this Agreement shall confer upon any Participant any right with respect to the continuation of his or her service with the Company, or any right to receive any other grant, bonus, or other award.

10. Address for Notices. Any notice to be given to the Company under the terms of this Agreement shall be addressed to the Company, in care of its Corporate Secretary, at One Market @ the Landmark, San Francisco, CA 94105, or at such other address as the Company may hereafter designate in writing.

11. Other Benefits. The benefits provided to the Participant pursuant to this Agreement are in addition to any other benefits available to such Participant under any other plan or program of the Company. The Agreement shall supplement and shall not supersede, modify, or amend any other such plan or program except as may otherwise be expressly provided.

12. Plan Governs. This Agreement is subject to all of the terms and provisions of the Plan. In the event of a conflict between one or more provisions of this Agreement and one or more provisions of the Plan, the provisions of the Plan shall govern. Capitalized terms and phrases used and not defined in this Agreement shall have the meaning set forth in the Plan.

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13. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California, without reference to its principles of conflicts of laws.

14. Committee Authority. The Committee shall have all discretion, power, and authority to interpret the Plan and this Agreement and to adopt such rules for the administration, interpretation, and application of the Plan as are consistent therewith. All actions taken and all interpretations and determinations made by the Committee in good faith shall be final and binding upon the Participant, the Company, and all other interested persons, and shall be given the maximum deference permitted by law. No member of the Committee shall be personally liable for any action, determination, or interpretation made in good faith with respect to the Plan or this Agreement.

15. Captions. The captions provided herein are for convenience only and are not to serve as a basis for the interpretation or construction of this Agreement.

16. Agreement Severable. In the event that any provision in this Agreement shall be held invalid or unenforceable, such provision shall be severable from, and such invalidity or unenforceability shall not be construed to have any effect on, the remaining provisions of this Agreement.

17. Definitions. For purposes of this Agreement, words and phrases bearing initial capital letters shall have the meanings assigned in the Plan, and the following words and phrases shall have the following meanings unless a different meaning is plainly required by the context:

(a) “Restrictions” means those restrictions on the Performance Shares set forth in Section 3.

(b) “Relative Total Shareholder Return” means the percentile ranking for the Company’s Total Shareholder Return (TSR) as compared to the TSR of the companies in the Comparator Group.

(c) “Total Shareholder Return” means, for the stock of the Company or any stock of a Comparator Group company, the number determined by (1) subtracting the average of the closing prices or, for days on which no trading occurred, the last bid prices for each business day during [insert May month (including specifying applicable year) following date of grant] on the stock’s principal exchange or national over-the-counter market quotation system (the “Average Closing Price”) from the sum of (x) the Average Closing Price of that stock for [insert April month (including specifying applicable year) of the last year of performance period] (adjusted for stock splits, recapitalizations, or similar events) and (y) all dividends paid between the first day of the first specified month and the last day of the second specified calendar month and (2) dividing the result obtained in step (1) by the Average Closing Price for the first specified calendar month.

6

DEL MONTE FOODS COMPANY		PARTICIPANT
By:
Title:	Vice President, Compensation & Benefits	EMPLOYEE NAME

¹ Comparator Group: Archer Daniels Midland Company, Bunge Limited, Campbell Soup Company, ConAgra Foods, Inc., Dean Foods, Diamond Foods Inc., Fresh Del Monte Produce, Inc., Flowers Foods, Inc., General Mills, Inc., H.J. Heinz Company, Hershey Foods Corporation, Hormel Foods Corporation, Kellogg Company, Kraft Foods, Inc., Lance Inc., McCormick & Company, Inc., Pilgrim’s Pride Corporation, Sara Lee Corporation, Smithfield Foods, Inc., J.M. Smucker Company, Tyson Foods, Inc., and WM Wrigley Jr. Company.

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EX-10.2

Exhibit 10.2

DEL MONTE FOODS COMPANY

2002 STOCK INCENTIVE PLAN

NON-QUALIFIED STOCK OPTION AGREEMENT

Del Monte Foods Company (the “Company”) hereby grants you, Employee Name (the “Participant”), a non-qualified stock option under the Del Monte Foods Company 2002 Stock Incentive Plan (the “Plan”), to purchase shares of common stock of the Company (“Shares”). The date of this Agreement is Date of Grant (the “Grant Date”). The latest date this option will expire is the ten (10) year anniversary of the Grant Date (the “Expiration Date”). However, as provided in Appendix A (attached hereto), this option may expire earlier than the Expiration Date. Subject to the provisions of Appendix A and of the Plan, the principal features of this option are as follows:

Maximum Number of Shares Purchasable with this Option:		00,000
Purchase Price per Share:	$	00.00

Scheduled Vesting Dates: One year from the Grant Date, 25% of the shares will vest. Thereafter, 25% will vest on the second anniversary of the Grant Date, 25% will vest on the third anniversary of the Grant Date, and 25% will vest on the fourth anniversary of the Grant Date.

Event Triggering Termination of Option:	Maximum Time to Exercise After Triggering Event:*
Termination of Employment for Cause	None
Termination of Employment without Cause; Termination of Employment other than for Retirement or Disability	Three (3) months as to vested portion; None as to unvested portion
Termination of Employment due to Retirement	Expiration Date as to vested portion; None as to unvested portion
Termination of Employment due to Disability or death	Expiration Date
Death within 3 months after Termination of Employment without Cause	Expiration Date or 1 year from date of death, whichever is sooner, as to vested portion; None as to unvested portion

* However, in no event may this option be exercised after the Expiration Date.

Your signature below indicates your agreement and understanding that this option is subject to all of the terms and conditions contained in Appendix A and the Plan. For example, important additional information on vesting and termination of this option is contained in Paragraphs 4 and 5 of Appendix A. ACCORDINGLY, PLEASE BE SURE TO READ ALL OF APPENDIX A, WHICH CONTAINS THE SPECIFIC TERMS AND CONDITIONS OF THIS OPTION.

DEL MONTE FOODS COMPANY		PARTICIPANT
By:
Title:	Vice President, Compensation & Benefits	EMPLOYEE NAME

APPENDIX A

TERMS AND CONDITIONS OF NON-QUALIFIED STOCK OPTION

1. Grant of Option. The Company hereby grants to the Participant under the Plan, as a separate incentive in connection with his or her employment and not in lieu of any salary or other compensation for his or her services, a non-qualified stock option to purchase, on the terms and conditions set forth in this Agreement and the Plan, all or any part of an aggregate of 00,000 Shares. This option is not intended to qualify as an “incentive stock option” under Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”).

2. Exercise Price. The purchase price per Share for this option (the “Exercise Price”) shall be $00.00.

3. Number of Shares. The number of Shares specified in Paragraph 1 above, and/or the Exercise Price specified in Paragraph 2 above, are subject to adjustment by the Compensation Committee of the Board of Directors of the Company (the “Committee”) (subject to any required stockholder approval) in the event of any increase or decrease in the number of issued Shares resulting from a subdivision or consolidation of Shares or the payment of a stock dividend on Shares, or any other increase or decrease in the number of such Shares effected without receipt or payment of consideration by the Company, or change in the capitalization of the Company. Further, the Committee in its discretion will determine whether the option granted pursuant to this Agreement will, in the context of a Change of Control or any other transaction, be converted into a comparable option of a successor entity or redeemed for payment in cash or kind or both.

4. Vesting Schedule. Subject to earlier termination as described in Paragraph 5 below and as provided in Section 6(c) of Plan, the option granted under this Agreement is scheduled to vest as to the number of Shares and on the dates shown on the first page of this Agreement. Notwithstanding the foregoing, the option will vest immediately as to one hundred percent (100%) of the Shares upon the occurrence of a Change of Control. The Committee in its discretion will determine whether the option will vest immediately in the event of other transactions including, without limitation, a liquidation or dissolution of the Company; provided that the option in no case will be exercisable after the Expiration Date.

5. Termination of Option. In the event of termination of employment of the Participant with the Company for Cause, this option will expire and be cancelled upon such termination. In the event of termination of employment without Cause, or in the event that the Participant resigns for a reason other than Disability or Retirement, this option will remain exercisable to the extent vested as of the date of termination until the expiration of three (3) months after such termination, on which date it will expire; to the extent not vested as of the date of termination, this option will expire at the close of business on the date of termination. In the event of termination of employment as a result of Retirement, this option will remain exercisable to the extent vested as of the date of termination until the Expiration Date; to the extent not vested as of the date of termination, this option will expire at the close of business on the date of termination. In the event of termination of employment on account of Disability or death of the Participant, this option will remain exercisable with respect to all Shares, whether or not vested as to such Shares as of the date of termination, until the Expiration Date. In the event that the Participant dies within three (3) months following involuntary termination without Cause, this option will remain exercisable to the extent vested as of the date of termination until the Expiration Date or, if sooner, one year from the Participant’s death; to the extent not vested as of the date of termination, this option will expire at the close of business on the date of termination.

6. Persons Eligible to Exercise Option. This option shall be exercisable during the Participant’s lifetime by the Participant or, to the extent lawful, by a broker-dealer acting on behalf of the Participant under the terms set forth in the Plan, or by a transferee to whom the option or the right to exercise the option has been transferred pursuant to Paragraph 7 or Paragraph 13 below.

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7. Death of Participant. The Committee, in its discretion, may permit the Participant to designate a beneficiary or beneficiaries to whom any vested but unexercised portion of this option shall be transferred. In the absence of such designation, such vested but unexercised portion will be transferred to the Participant’s estate. No such transfer of the option, or the right to exercise any option, will be effective to bind the Company unless the Committee shall have been furnished with written notice thereof and with a copy of the will and/or such evidence as the Committee deems necessary to establish the validity of such transfer or right to exercise, and an agreement by the transferee, administrator, or executor (as applicable) to comply with all the terms of this Agreement that are or would have been applicable to the Participant and to be bound by the acknowledgements made by the Participant in connection with this grant.

8. Exercise of Option. This option may be exercised by the person then entitled to do so as to any vested portion by giving written notice of exercise to the Company, specifying the number of full Shares with respect to which the option is being exercised and the effective date of the proposed exercise; accompanied by full payment of the Exercise Price in a method provided in Section 6(c) of the Plan (and, if required by the Company, an amount sufficient to satisfy any withholding tax requirements under federal, state, or local law as determined by the Company). Satisfactory assurances must be given in writing, if requested by the Company, signed by the person exercising the option, that the Shares to be purchased upon such exercise are being purchased for investment and not with a view to the distribution thereof. No partial exercise of this option may be for less than ten (10) Share lots or multiples thereof.

9. Deferral of Effectiveness of Exercise. The Company may, in its discretion, defer the effectiveness of any exercise of this option in order to allow the issuance of Shares to be made pursuant to registration or an exemption from registration or other methods for compliance available under federal or state securities laws. In the case of such deferral, the Participant shall have such rights with respect to this option as are set forth in the Plan. Notwithstanding the foregoing, the Company is under no obligation to effect the registration pursuant to federal or state securities laws of any Shares to be issued pursuant to this option.

10. No Rights of Stockholder. Neither the Participant (nor any beneficiary or transferee) shall be or have any of the rights or privileges of a stockholder of the Company in respect of any of the Shares issuable pursuant to the exercise of this option, unless and until the date of the issuance of a stock certificate with respect to such Shares. Except as expressly provided in Paragraph 3 above or in Section 10 of the Plan, no adjustment to this option shall be made for dividends or other rights for which the record date occurs prior to the date such certificates representing such Shares are issued.

11. No Effect on Employment. The Participant’s employment with the Company is on an at-will basis only. Accordingly, subject to any written, express employment contract with the Participant, nothing in this Agreement or the Plan shall confer upon the Participant any right to continue to be employed by the Company, or shall interfere with or restrict in any way the rights of the Company, which are hereby expressly reserved, to terminate the employment of the Participant at any time for any reason whatsoever, with or without Cause. Such reservation of rights can be modified only in an express written contract executed by a duly authorized officer of the Company.

12. Address for Notices. Any notice to be given to the Company under the terms of this Agreement shall be addressed to the Company, in care of its Treasury Department, at One Market @ the Landmark, San Francisco, CA 94105, or at such other address as the Company may hereafter designate in writing.

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13. Transferability. Except as provided in Paragraph 7, this option only may be transferred or assigned to a member or members of the Participant’s “immediate family,” as such term is defined in Rule 16a-1(e) under the Securities Exchange Act of 1934, as amended, or to a trust for the benefit solely of a member or members of the Participant’s immediate family, or to a partnership or other entity whose only owners are members of the Participant’s immediate family, provided that the instrument of transfer is approved by the Company’s Employee Benefits Committee. If the option is so transferred, it is not again transferable other than by will or by the laws of descent and distribution, and following any such transfer, the option will remain subject to substantially the same terms as were applicable while held by the Participant, unless the Committee determines otherwise.

14. Repayment for Misconduct. This paragraph will apply if: (i) the Company restates any Company financial report that, due to misconduct as determined by the Committee, was materially noncompliant with the securities laws when filed, and (ii) the Participant is a Section 16 Person.

(a) If, in the Committee’s opinion, the Participant knowingly or with gross negligence engaged in the misconduct described above, the Participant shall forfeit any unexercised portion of the option as well as any Common Stock acquired through exercise of the option, and shall repay Del Monte for any profits received by the Participant from any sale or other disposition of Common Stock acquired by the Participant under the option. This paragraph also applies to any person to whom the Participant’s option is transferred under Paragraph 13 above.

(b) If, in the Committee’s opinion, the Participant did not engage in the misconduct described above, the Committee shall determine, in its sole discretion in order to correct any unjust enrichment, if any portion of the amounts described in Paragraph 14(a) above are subject to repayment by the Participant by any legally permitted means that the Committee deems appropriate. This paragraph also applies to any person to whom the Participant’s option is transferred under Paragraph 13 above.

15. Other Benefits. Except as provided below, nothing contained in this Agreement shall affect the Participant’s right to participate in and receive benefits under and in accordance with the then current provisions of any pension, insurance or other employee welfare plan or program of the Company. Notwithstanding any contrary provision of this Agreement, in the event that the Participant receives a hardship withdrawal from his or her pre-tax account under any tax-qualified retirement plan that contains a cash or deferred arrangement and is sponsored by the Company (the “401(k) Plan”), this option may not be exercised during the twelve (12) month period following the receipt of such withdrawal, unless the Committee determines that such exercise (or a particular manner of exercise) would not adversely affect the continued tax qualification of the 401(k) Plan.

16. Maximum Term of Option. Notwithstanding any other provision of this Agreement, this option is not exercisable after the Expiration Date.

17. Binding Agreement. Subject to the limitation on the transferability of this option contained herein, this Agreement shall be binding upon and inure to the benefit of the heirs, legatees, legal representatives, successors and assigns of the parties hereto.

18. Conditions to Exercise. The Exercise Price for this option must be paid in cash or its equivalent, or, in the Committee’s sole discretion, in Shares of equivalent value that (a) were previously issued to the Participant and (b) have been held by the Participant for at least six (6) months prior thereto, or by such other means as the Committee, in its discretion, permits. Exercise of this option will not be permitted until satisfactory arrangements have been made for the payment of the appropriate amount of withholding taxes (as determined by the Company).

19. Plan Governs. This Agreement is subject to all of the terms and provisions of the Plan. In the event of a conflict between one or more provisions of this Agreement and one or more provisions of the Plan, the provisions of the Plan shall govern. Capitalized terms and phrases used and not defined in this Agreement shall have the meaning set forth in the Plan.

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20. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California, without reference to its principles of conflicts of law.

21. Committee Authority. The Committee shall have all discretion, power, and authority to interpret the Plan and this Agreement and to adopt such rules for the administration, interpretation and application of the Plan as are consistent therewith. All actions taken and all interpretations and determinations made by the Committee in good faith shall be final and binding upon the Participant, the Company and all other interested persons, and shall be given the maximum deference permitted by law. No member of the Committee shall be personally liable for any action, determination or interpretation made in good faith with respect to the Plan or this Agreement.

22. Captions. The captions provided herein are for convenience only and are not to serve as a basis for the interpretation or construction of this Agreement.

23. Agreement Severable. In the event that any provision in this Agreement shall be held invalid or unenforceable, such provision shall be severable from, and such invalidity or unenforceability shall not be construed to have any effect on, the remaining provisions of this Agreement.

24. Definitions. For purposes of this Agreement, words and phrases bearing initial capital letters shall have the meanings assigned in the Plan.

25. Modifications to the Agreement. This Agreement constitutes the entire understanding of the parties on the subjects covered. The Participant expressly warrants that he or she is not executing this Agreement in reliance on any promises, representations, or inducements other than those contained herein. Modifications to this Agreement or the Plan can be made only in an express written contract executed by a duly authorized officer of the Company.

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EX-10.3

Exhibit 10.3

DEL MONTE FOODS COMPANY

PERFORMANCE ACCELERATED RESTRICTED STOCK

AGREEMENT

This agreement (the “Agreement”) contains the terms and conditions under which the Compensation Committee of the Board (the “Committee”), on behalf of Del Monte Foods Company (“Company”) has granted to you,                      (the “Participant”), as of [DATE], and pursuant to the Del Monte Foods Company 2002 Stock Incentive Plan (the “Plan”), units representing the Common Stock of the Company known as “Performance Accelerated Restricted Stock” (“PARS”), in order to encourage you to continue in the Company’s employment and contribute to its growth and success.

1. Grant of PARS. The PARS grant consists of units representing              shares of the Common Stock of the Company, which the Company has issued to the Participant as of the date hereof as a separate incentive in connection with his or her service to the Company and not in lieu of any salary or other compensation for his or her services. The PARS also shall include any new, additional, or different securities or units representing such securities the Participant may become entitled to receive with respect to such PARS by virtue of any increase or decrease in the number of issued shares of Common Stock resulting from a subdivision or consolidation of shares of Common Stock, or the payment of a stock dividend (but only on shares of Common Stock), or any other increase or decrease in the number of such shares effected without receipt or payment of consideration by the Company, or any change in the capitalization of the Company pursuant to Section 10(b) of the Plan, or by virtue of any Change of Control or other transaction pursuant to Section 10(c) of the Plan. The PARS shall be subject to the Restrictions pursuant to Section 3 of this Agreement.

2. Participant’s Account; Certain Rights in Respect of PARS.

(a) The PARS granted to the Participant shall be entered into an account in the Participant’s name. This account shall be a bookkeeping entry only and shall be utilized solely as a device for the measurement and determination of the number of shares of Common Stock to be paid to or in respect of a Participant pursuant to this Agreement.

(b) During the period before the release of the Restrictions on the PARS as provided in Section 4, the Participant shall have no voting rights in respect of the PARS.

(c) As set forth in Section 5 below, stock equivalent units held in the Participant’s account pursuant to Section 5 shall accrue dividend equivalents that will be credited in the form of additional stock equivalent units to the Participant’s account, based on the Fair Market Value of Common Stock on the date the dividend is issued.

3. Restrictions. Prior to their release from the Restrictions as provided in Section 4, all PARS held for or in respect of the Participant, and the shares of Common Stock that such PARS represent, may not be assigned, transferred, or otherwise encumbered or disposed of by the Participant.

4. Release of PARS from Restrictions.

(a) Subject to the provisions of paragraph (d) of this Section 4, the Restrictions shall cease to apply to the PARS granted under this Agreement on [DATE], or upon the earlier occurrence of a Change of Control or the death or Disability of the Participant; provided, however, that release of the PARS from the Restrictions shall be accelerated as provided in paragraphs (b) and (c) of this Section 4. Upon the release of the PARS from the Restrictions (except if receipt of the PARS is deferred as provided in Section 5), the Participant shall be paid the value of his or her account in the form of Common Stock. No fractional shares of Common Stock will be issued. If the calculation of the number of shares of Common Stock to be issued results in fractional shares, then the number of shares of Common Stock will be rounded up to the nearest whole share of Common Stock.

(b) The Committee, in its sole discretion, shall define a peer group of companies (the “Comparator Group”), either within or without the Company’s industry, against which the Company’s Total Shareholder Return will be compared to determine Relative Total Shareholder Return (“RTSR”). The Comparator Group shall be identified as soon as practicable on or after the date of this Agreement and may be changed by the Committee from time to time (but in no event later than 90 days after the beginning of the performance period).¹ The Comparator Group, the RTSR Targets or the PARS award may be adjusted by the Committee from time to time, in its sole discretion, to the extent necessary in order to reflect a change in corporate capitalization, such as a stock split or dividend, or a corporate transaction, such as any merger, consolidation, separation (including a spinoff or other distribution of stock or property by the Company), reorganization, or any partial or complete liquidation by the Company, as provided by Sections 10(b) or 10(c) of the Plan, to take account of events such as mergers, consolidations, dispositions, separations (including any spinoffs or other distributions of stock or property), reorganizations, bankruptcies, any partial or complete liquidations, changes in corporate capitalization (such as stock splits or dividends) and other significant business changes affecting any member of the Comparator Group, or to take account of any other items described in Section 9(b) of the Plan; provided, however, that to the extent that any such adjustments affect awards to “covered employees” (as such term is defined in Section 162(m) of the Code), they shall be prescribed in a manner that strives to meet the requirements of Section 162(m) of the Code. Any adjustment to the RTSR calculation to account for changes in the Comparator Group, including changes in the capitalization of Comparator Group companies (due to stock splits, mergers, spin-offs, etc. of the Comparator Group companies), will be made at the sole discretion of the Committee.

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Based on the Company’s level of achievement of the designated RTSR targets, the Restrictions shall cease to apply to the PARS at the end of the last day of the applicable fiscal year of the Company, according to the following schedule:

Accelerated Vesting Schedule for RTSR Targets

Target	Achievement Date	Percent of PARS Released from Restrictions as of Achievement Date
Company RTSR > 75th percentile of Comparator Group	Target must be achieved as of fiscal year end [YEAR]	100%
Company RTSR > 55th percentile of Comparator Group	Target must be achieved as of fiscal year end [YEAR]	100%

The Committee shall have sole discretion to determine whether the RTSR targets have been achieved and whether the Restrictions shall be released from any or all the PARS. The Committee’s determinations pursuant to the exercise of discretion with respect to all matters described in this paragraph shall be final and binding on the Participant.

(c) In the case of the Participant’s Retirement prior to the time at which the PARS otherwise would be released from the Restrictions pursuant to paragraphs (a) or (b) of this Section 4, the Restrictions shall cease to apply on a pro-rata basis pursuant to the Company’s pro-rata vesting policy in effect at the time of Retirement.

(d) Upon the termination of the Participant’s employment for any reason other than the Participant’s death, Disability or Retirement, any PARS that remain subject to the Restrictions at such time shall be forfeited by the Participant to the Company; provided that, for Participants covered under the Executive Severance Policy or who are parties to an employment agreement with the Company or a Subsidiary of the Company, in the case of termination of employment without Cause or resignation for Good Reason (as defined in the Executive Severance Policy or employment agreement, as applicable), the Restrictions shall cease to apply on a pro-rata basis pursuant to the Company’s pro-rata vesting policy in effect at the time of such termination or resignation.

5. Deferral. The Committee has the right to determine, in its sole discretion, whether and in what manner Participants shall be permitted to elect to defer the receipt of a distribution of Common Stock in respect of the PARS under a deferral plan of the Company, in which case the PARS would remain as stock equivalent units in the Participant’s account. Stock equivalent units held in the Participant’s account pursuant to this Section 5 shall accrue dividend equivalents that will be credited in the form of additional stock equivalent units to the Participant’s account, based on the Fair Market Value of Common Stock on the date the dividend is issued. At the end of the deferral period, all stock equivalent units will be converted and distributed to the Participant in the form of Common Stock. No fractional shares of Common Stock will be issued. If the calculation of the number of shares of Common Stock to be issued results in fractional shares, then the number of shares of Common Stock will be rounded up to the nearest whole share of Common Stock.

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6. Designation of Beneficiary. The Participant may designate a beneficiary or beneficiaries to whom, along with all other grants or awards made to the Participant under the Plan, the Common Stock that is distributed on account of the PARS that become vested at the Participant’s death shall be transferred. A Participant shall designate his or her beneficiary by executing the “2002 Stock Incentive Plan Beneficiary Designation and Spousal Consent Form” and returning it to the Corporate Secretary. Any form so submitted shall replace, in respect of all grants or awards made to the Participant under the Plan, any previous version of the same form the Participant may have submitted to the Corporate Secretary. A Participant shall have the right to change his or her beneficiary from time to time by executing a subsequent “2002 Stock Incentive Plan Beneficiary Designation and Spousal Consent Form” and otherwise complying with the terms of such form and the Committee’s rules and procedures, as in effect from time to time. The Committee shall be entitled to rely on the last “2002 Stock Incentive Plan Beneficiary Designation and Spousal Consent Form” submitted by the Participant, and accepted by the Corporate Secretary, prior to such Participant’s death. In the absence of such designation of beneficiary, Common Stock that is distributed on account of PARS that become vested at the Participant’s death will be transferred to the Participant’s surviving spouse, or if none, to the Participant’s estate. If the Committee has any doubt as to the proper beneficiary, the Committee shall have the right, exercisable in its sole discretion, to withhold such payments until this matter is resolved to the Committee’s satisfaction.

7. Taxes. The Company may, in its discretion, make such provisions and take such steps as it may deem necessary or appropriate for the withholding of all federal, state, local and other taxes required by law to be withheld with respect to the vesting of any PARS or the distribution of Common Stock on account of the vesting of any PARS, including, but not limited to, withholding shares of Common Stock granted under this Agreement equal in value to such withholding taxes, deducting the amount of such withholding taxes from any other amount then or thereafter payable to the Participant, or requiring the Participant or the beneficiary or legal representative of the Participant to pay in cash to the Company the amount required to be withheld or to execute such documents as the Company deems necessary or desirable to enable it to satisfy its withholding obligations.

8. Repayment/Forfeiture for Misconduct. This Section 8 will apply if: (i) the Company restates any Company financial report that, due to misconduct as determined by the Committee, was materially noncompliant with the securities laws when filed; and (ii) the Participant is a Section 16 Person.

(a) If, in the Committee’s opinion, the Participant knowingly or with gross negligence engaged in the misconduct described above, the Participant shall repay Del Monte any amounts received by the Participant under this Agreement and any outstanding portion of the grant will be cancelled.

(b) If, in the Committee’s opinion, the Participant did not engage in the misconduct described above, the Committee shall determine, in its sole discretion in order to correct any unjust enrichment, if any portion of the amounts described in Paragraph 8(a) are subject to repayment by the Participant by any legally permitted means that the Committee deems appropriate.

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9. No Special Rights; No Right to Future Awards. Nothing contained in this Agreement shall confer upon any Participant any right with respect to the continuation of his or her service with the Company, or any right to receive any other grant, bonus, or other award.

10. Address for Notices. Any notice to be given to the Company under the terms of this Agreement shall be addressed to the Company, in care of its Corporate Secretary, at One Market @ the Landmark, San Francisco, CA 94105, or at such other address as the Company may hereafter designate in writing.

11. Other Benefits. The benefits provided to the Participant pursuant to this Agreement are in addition to any other benefits available to such Participant under any other plan or program of the Company. The Agreement shall supplement and shall not supersede, modify, or amend any other such plan or program except as may otherwise be expressly provided.

12. Plan Governs. This Agreement is subject to all of the terms and provisions of the Plan. In the event of a conflict between one or more provisions of this Agreement and one or more provisions of the Plan, the provisions of the Plan shall govern. Capitalized terms and phrases used and not defined in this Agreement shall have the meaning set forth in the Plan.

13. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California, without reference to its principles of conflicts of laws.

14. Committee Authority. The Committee shall have all discretion, power, and authority to interpret the Plan and this Agreement and to adopt such rules for the administration, interpretation, and application of the Plan as are consistent therewith. All actions taken and all interpretations and determinations made by the Committee in good faith shall be final and binding upon the Participant, the Company, and all other interested persons, and shall be given the maximum deference permitted by law. No member of the Committee shall be personally liable for any action, determination, or interpretation made in good faith with respect to the Plan or this Agreement.

15. Captions. The captions provided herein are for convenience only and are not to serve as a basis for the interpretation or construction of this Agreement.

16. Agreement Severable. In the event that any provision in this Agreement shall be held invalid or unenforceable, such provision shall be severable from, and such invalidity or unenforceability shall not be construed to have any effect on, the remaining provisions of this Agreement.

17. Definitions. For purposes of this Agreement, words and phrases bearing initial capital letters shall have the meanings assigned in the Plan, and the following words and phrases shall have the following meanings unless a different meaning is plainly required by the context:

(a) “Restrictions” means those restrictions on the PARS set forth in Section 3.

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(b) “Relative Total Shareholder Return” means the percentile ranking for the Company’s Total Shareholder Return (TSR) as compared to the TSR of the companies in the Comparator Group.

(c) “Total Shareholder Return” means, for the stock of the Company or any stock of a Comparator Group company, the number determined by (1) subtracting the average of the closing prices or, for days on which no trading occurred, the last bid prices for each business day during [insert May month (including specifying applicable year) following date of grant] on the stock’s principal exchange or national over-the-counter market quotation system (the “Average Closing Price”) from the sum of (x) as applicable, (i) the Average Closing Price of that stock for [insert April month (including specifying applicable year) that follows the 3^rd anniversary of date of grant] or (ii) the Average Closing Price of that stock for [insert April month (including specifying applicable year) that follows the 4^th anniversary of date of grant] (each adjusted for stock splits, recapitalizations, or similar events) and (y) all dividends paid between the first day of the first specified month and the last day of the second specified calendar month and (2) dividing the result obtained in step (1) by the Average Closing Price for the first specified calendar month.

DEL MONTE FOODS COMPANY		PARTICIPANT
By:
Title:	Vice President, Compensation & Benefits	EMPLOYEE NAME

¹ Comparator Group: Archer Daniels Midland Company, Bunge Limited, Campbell Soup Company, ConAgra Foods, Inc., Dean Foods, Diamond Foods Inc., Fresh Del Monte Produce, Inc., Flowers Foods, Inc., General Mills, Inc., H.J. Heinz Company, Hershey Foods Corporation, Hormel Foods Corporation, Kellogg Company, Kraft Foods, Inc., Lance Inc., McCormick & Company, Inc., Pilgrim’s Pride Corporation, Sara Lee Corporation, Smithfield Foods, Inc., J.M. Smucker Company, Tyson Foods, Inc., and WM Wrigley Jr. Company.

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EX-31.1

Exhibit 31.1

Certification

I, Richard G. Wolford, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Del Monte Foods 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 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 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: December 4, 2008	/s/ RICHARD G. WOLFORD
	Richard G. Wolford
	Chairman of the Board, President and Chief Executive Officer; Director

EX-31.2

Exhibit 31.2

Certification

I, David L. Meyers, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Del Monte Foods 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 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 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: December 4, 2008	/s/ DAVID L. MEYERS
	David L. Meyers
	Executive Vice President, Administration and Chief Financial Officer

EX-32.1

Exhibit 32.1

Certification

Pursuant to the requirements set forth in Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended, and Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350), the undersigned, in his capacity as the Chief Executive Officer of Del Monte Foods Company, hereby certifies that, to the best of his knowledge:

1. The quarterly report of Del Monte Foods Company on Form 10-Q for the period ended October 26, 2008, to which this certification is attached as Exhibit 32.1 (the “Periodic Report”), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

2. The information contained in the Periodic Report fairly presents, in all material respects, the financial condition and results of operations of Del Monte Foods Company at the end of and for the period covered by the Periodic Report.

Date: December 4, 2008

/s/ RICHARD G. WOLFORD

Richard G. Wolford

Chairman of the Board, President and

Chief Executive Officer; Director

This certification accompanies and is being “furnished” with this Periodic Report, shall not be deemed “filed” by Del Monte Foods Company (the “Company”) for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability under that Section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Periodic Report, irrespective of any general incorporation language contained in such filing. A signed original of this written statement required by Section 906 has been provided to Del Monte Foods Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

EX-32.2

Exhibit 32.2

Certification

Pursuant to the requirements set forth in Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended, and Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350), the undersigned, in his capacity as the Chief Financial Officer of Del Monte Foods Company, hereby certifies that, to the best of his knowledge:

1. The quarterly report of Del Monte Foods Company on Form 10-Q for the period ended October 26, 2008, to which this certification is attached as Exhibit 32.2 (the “Periodic Report”), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

2. The information contained in the Periodic Report fairly presents, in all material respects, the financial condition and results of operations of Del Monte Foods Company at the end of and for the period covered by the Periodic Report.

Date: December 4, 2008

/s/ DAVID L. MEYERS

David L. Meyers

Executive Vice President, Administration and

Chief Financial Officer

This certification accompanies and is being “furnished” with this Periodic Report, shall not be deemed “filed” by Del Monte Foods Company (the “Company”) for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability under that Section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Periodic Report, irrespective of any general incorporation language contained in such filing. A signed original of this written statement required by Section 906 has been provided to Del Monte Foods Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.