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 31, 2010

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 has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  x    No  ¨

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

Large accelerated filer	x	Accelerated filer	¨
Non-accelerated filer	¨ (Do not check if a smaller reporting company)	Smaller reporting company	¨

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 3, 2010, there were 195,253,546 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 31, 2010 (unaudited) and May 2, 2010	3
	CONDENSED CONSOLIDATED STATEMENTS OF INCOME (unaudited) – three and six months ended October 31, 2010 and November 1, 2009	4
	CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) – six months ended October 31, 2010 and November 1, 2009	5
	NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)	6
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	27
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	40
ITEM 4.	CONTROLS AND PROCEDURES	41
PART II.	OTHER INFORMATION	42
ITEM 1.	LEGAL PROCEEDINGS	42
ITEM 1A.	RISK FACTORS	44
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	46
ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	46
ITEM 4.	RESERVED	47
ITEM 5.	OTHER INFORMATION	47
ITEM 6.	EXHIBITS	48
SIGNATURES		50

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 31, 2010			May 2, 2010
	(unaudited)			(derived from audited financial statements)
ASSETS
Cash and cash equivalents	$	20.2		$	53.7
Trade accounts receivable, net of allowance		257.3			187.0
Inventories		1,067.5			726.4
Prepaid expenses and other current assets		135.9			128.5
TOTAL CURRENT ASSETS		1,480.9			1,095.6
Property, plant and equipment, net		643.9			658.8
Goodwill		1,337.9			1,337.7
Intangible assets, net		1,159.3			1,162.4
Other assets, net		30.3			34.4
TOTAL ASSETS	$	4,652.3		$	4,288.9
LIABILITIES AND STOCKHOLDERS’ EQUITY
Accounts payable and accrued expenses	$	571.6		$	469.5
Short-term borrowings		221.9			5.6
Current portion of long-term debt		30.0			30.0
TOTAL CURRENT LIABILITIES		823.5			505.1
Long-term debt		1,240.6			1,255.2
Deferred tax liabilities		455.2			441.0
Other non-current liabilities		275.8			260.2
TOTAL LIABILITIES		2,795.1			2,461.5
Stockholders’ equity:
Common stock ($0.01 par value per share, shares authorized: 500.0; 219.2 issued and 194.7 outstanding at October 31, 2010 and 216.6 issued and 199.2 outstanding at May 2, 2010)		2.2			2.2
Additional paid-in capital		1,107.8			1,085.0
Treasury stock, at cost		(283.1	)		(183.1	)
Accumulated other comprehensive income (loss)		(58.2	)		(59.8	)
Retained earnings		1,088.5			983.1
TOTAL STOCKHOLDERS’ EQUITY		1,857.2			1,827.4
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	4,652.3		$	4,288.9

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 31, 2010			November 1, 2009			October 31, 2010			November 1, 2009
	(unaudited)
Net sales	$	940.9		$	958.9		$	1,745.5		$	1,772.6
Cost of products sold		631.4			649.7			1,169.3			1,203.5
Gross profit		309.5			309.2			576.2			569.1
Selling, general and administrative expense		161.5			168.6			308.8			307.6
Operating income		148.0			140.6			267.4			261.5
Interest expense		20.0			41.0			39.7			65.2
Other (income) expense		(2.0	)		0.8			1.6			2.7
Income from continuing operations before income taxes		130.0			98.8			226.1			193.6
Provision for income taxes		48.9			36.2			85.1			72.1
Income from continuing operations		81.1			62.6			141.0			121.5
Loss from discontinued operations before income taxes		—			(0.1	)		(0.2	)		(0.5	)
Provision (benefit) for income taxes		—			(0.1	)		0.3			(0.2	)
Loss from discontinued operations		—			—			(0.5	)		(0.3	)
Net income	$	81.1		$	62.6		$	140.5		$	121.2
Basic earnings per common share:
Continuing operations	$	0.42		$	0.31		$	0.72		$	0.61
Discontinued operations		—			—			—			—
Total	$	0.42		$	0.31		$	0.72		$	0.61
Diluted earnings (loss) per common share:
Continuing operations	$	0.41		$	0.31		$	0.70		$	0.61
Discontinued operations		—			—			—			(0.01	)
Total	$	0.41		$	0.31		$	0.70		$	0.60
Cash dividends declared per common share	$	0.09		$	0.05		$	0.18		$	0.10

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 31, 2010			November 1, 2009
	(unaudited)
OPERATING ACTIVITIES:
Net income	$	140.5		$	121.2
Adjustments to reconcile net income to net cash used in operating activities:
Depreciation and amortization		47.7			49.4
Deferred taxes		27.3			24.3
Write off of debt issuance cost and loss on debt refinancing		—			16.6
Loss on asset disposals		1.0			0.6
Stock compensation expense		6.9			7.1
Excess tax benefits from stock-based compensation		(3.8	)		—
Other non-cash items, net		4.6			4.5
Changes in operating assets and liabilities		(312.7	)		(311.1	)
NET CASH USED IN OPERATING ACTIVITIES		(88.5	)		(87.4	)
INVESTING ACTIVITIES:
Capital expenditures		(33.6	)		(45.7	)
NET CASH USED IN INVESTING ACTIVITIES		(33.6	)		(45.7	)
FINANCING ACTIVITIES:
Proceeds from short-term borrowings		389.8			143.0
Payments on short-term borrowings		(173.5	)		(81.0	)
Proceeds from long-term borrowings		—			442.3
Principal payments on long-term debt		(15.0	)		(456.7	)
Payments of debt-related costs		—			(24.4	)
Dividends paid		(27.5	)		(17.8	)
Issuance of common stock		17.2			2.8
Purchase of treasury stock		(100.0	)		—
Taxes remitted on behalf of employees for net share settlement of stock awards		(5.9	)		—
Excess tax benefits from stock-based compensation		3.8			0.6
NET CASH PROVIDED BY FINANCING ACTIVITIES		88.9			8.8
Effect of exchange rate changes on cash and cash equivalents		(0.3	)		0.5
NET CHANGE IN CASH AND CASH EQUIVALENTS		(33.5	)		(123.8	)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD		53.7			142.7
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	20.2		$	18.9

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 31, 2010

(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 pet products and food products for the U.S. retail market. The Company’s pet food and pet snacks brands include Meow Mix, Kibbles ‘n Bits, Milk-Bone, 9Lives, Pup-Peroni, Gravy Train, Nature’s Recipe and Canine Carry-Outs and other brand names, and food brands include Del Monte, Contadina, S&W, College Inn and other brand names. The Company also produces and distributes private label pet products and food 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.

The Company has two reportable segments: Pet Products and Consumer 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 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 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 31, 2010 and November 1, 2009 each reflect periods that contain 13 weeks. The results of operations for the six months ended October 31, 2010 and November 1, 2009 each reflect periods that contain 26 weeks.

The accompanying unaudited condensed consolidated financial statements of Del Monte as of October 31, 2010 and for the three and six months ended October 31, 2010 and November 1, 2009 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 31, 2010 are not necessarily indicative of the results expected for the year ending May 1, 2011. 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 May 2, 2010 (“2010 Annual Report”). All significant intercompany balances and transactions have been eliminated.

As discussed in Note 16, on November 25, 2010, the Company announced that it had signed a definitive agreement (the “Merger Agreement”) under which an investor group led by funds affiliated with Kohlberg Kravis Roberts & Co. L.P. (“KKR”), Vestar Capital Partners (“Vestar”) and Centerview Partners (“Centerview”) will acquire all of the Company’s outstanding stock for $19.00 per share in cash. All amounts discussed in these Notes to Condensed Consolidated Financial Statements do not include the potential impact of the Merger Agreement or the transaction contemplated thereunder.

Note 2. Employee Stock Plans

See Note 10 of the 2010 Annual Report for a description of the Company’s stock-based incentive plans.

6

DEL MONTE FOODS COMPANY AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)

For the three and six months ended October 31, 2010

(unaudited)

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 31, 2010 and November 1, 2009:

	Six Months Ended
	October 31, 2010			November 1, 2009
Dividend yield		2.4	%		2.6	%
Expected volatility		29.4	%		28.5	%
Risk-free interest rate		1.7	%		2.7	%
Expected life (in years)		6.0			6.0

7

DEL MONTE FOODS COMPANY AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)

For the three and six months ended October 31, 2010

(unaudited)

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 May 2, 2010		18,725,506		$	9.57		11,781,956	$	9.37
Granted		2,161,300			12.64
Forfeited		(71,265	)		9.74
Exercised		(2,004,539	)		8.56
Balance at October 31, 2010		18,811,002		$	10.03		12,353,852	$	9.61

As of October 31, 2010, the aggregate intrinsic values of options outstanding and options exercisable were $81.0 million and $58.4 million, respectively.

At October 31, 2010, 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
$7.08 - 8.78		6,057,068		5.14	$	7.98		4,517,468	$	8.06
$8.79 - 10.37		5,297,590		5.87		10.24		4,699,940		10.24
$10.38 - 14.01		7,456,344		7.66		11.56		3,136,444		10.91
$7.08 - 14.01		18,811,002		6.34	$	10.03		12,353,852	$	9.61

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 Share Units			Restricted Stock Units
Balance at May 2, 2010		1,444,400			991,419		153,214			2,948,553			—
Granted		—			15,763		69,648			1,024,050			308,300
Forfeited		(10,211	)		—		—			(23,843	)		—
Issued as common stock		(491,480	)		—		(30,951	)		(507,751	)		—
Transferred to deferred stock units		(232,522	)		275,697		(43,175	)		—			—
Balance at October 31, 2010		710,187			1,282,879		148,736			3,441,009			308,300

8

DEL MONTE FOODS COMPANY AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)

For the three and six months ended October 31, 2010

(unaudited)

Note 3. Inventories

The Company’s inventories consist of the following:

	October 31, 2010			May 2, 2010
	(in millions)
Inventories:
Finished products	$	1,016.2		$	616.8
Raw materials and in-process material		39.0			43.5
Packaging material and other		62.3			108.3
LIFO Reserve		(50.0	)		(42.2	)
Total inventories	$	1,067.5		$	726.4

Note 4. Goodwill and Intangible Assets

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

	October 31, 2010			May 2, 2010
	(in millions)
Goodwill	$	1,337.9		$	1,337.7
Non-amortizable intangible assets:
Trademarks		1,060.5			1,060.5
Amortizable intangible assets:
Trademarks		40.7			40.7
Customer relationships		89.0			89.0
Other		11.0			11.0
		140.7			140.7
Accumulated amortization		(41.9	)		(38.8	)
Amortizable intangible assets, net		98.8			101.9
Intangible assets, net	$	1,159.3		$	1,162.4

As of October 31, 2010, the Company’s goodwill was comprised of $1,187.7 million related to the Pet Products reportable segment and $150.2 million related to the Consumer Products reportable segment. As of May 2, 2010, the Company’s goodwill was comprised of $1,187.5 million related to the Pet Products reportable segment and $150.2 million related to the Consumer Products reportable segment.

9

DEL MONTE FOODS COMPANY AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)

For the three and six months ended October 31, 2010

(unaudited)

Amortization expense for the three and six months ended October 31, 2010 was $1.8 million and $3.1 million, respectively, and $1.2 million and $2.4 million for the three and six months ended November 1, 2009, respectively. The Company expects to recognize $3.6 million of amortization expense during the remainder of fiscal 2011. The following table presents expected amortization of intangible assets as of October 31, 2010, for each of the five succeeding fiscal years (in millions):

2012	$	7.1
2013		6.4
2014		4.5
2015		4.5
2016		4.5

Note 5. Earnings Per Share

The following table sets forth the computation of basic and diluted earnings per share for continuing operations:

	Three Months Ended				Six Months Ended
	October 31, 2010		November 1, 2009		October 31, 2010		November 1, 2009
	(in millions, except per share data)
Basic earnings per common share:
Numerator:
Net income from continuing operations	$	81.1	$	62.6	$	141.0	$	121.5
Denominator:
Weighted average shares		195.0		198.8		196.3		198.6
Basic earnings per common share	$	0.42	$	0.31	$	0.72	$	0.61
Diluted earnings per common share:
Numerator:
Net income from continuing operations	$	81.1	$	62.6	$	141.0	$	121.5
Denominator:
Weighted average shares		195.0		198.8		196.3		198.6
Effect of dilutive securities		4.8		3.4		5.2		2.0
Weighted average shares and equivalents		199.8		202.2		201.5		200.6
Diluted earnings per common share	$	0.41	$	0.31	$	0.70	$	0.61

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.

Stock options and restricted shares outstanding in the amount of 0.7 million and 0.3 million were not included in the computation of diluted earnings per share for the three and six months ended October 31, 2010, respectively, because their inclusion would have been antidilutive. Stock options and restricted shares outstanding in the amount of 3.9 million and 9.1 million were not included in the computation of diluted earnings per share for the three and six months ended November 1, 2009, respectively, because their inclusion would have been antidilutive.

10

DEL MONTE FOODS COMPANY AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)

For the three and six months ended October 31, 2010

(unaudited)

Note 6. Short-Term Borrowings and Long-Term Debt

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

	October 31, 2010		May 2, 2010
	(in millions)
Short-term borrowings:
Revolver	$	215.5	$	—
Other		6.4		5.6
	$	221.9	$	5.6
Long-term debt:
Term A Loan	$	577.5	$	592.5
6 3/4% senior subordinated notes		250.0		250.0
7 1/2% senior subordinated notes		450.0		450.0
		1,277.5		1,292.5
Less unamortized discount on the 7 1/2% senior subordinated notes		6.9		7.3
Less current portion		30.0		30.0
	$	1,240.6	$	1,255.2

The Company borrowed $309.3 million under its Revolver during the three months ended October 31, 2010. A total of $143.8 million was repaid during the three months ended October 31, 2010. During the six months ended October 31, 2010, the Company borrowed $388.1 million under its Revolver and repaid $172.6 million. As of October 31, 2010, the net availability under the Revolver, reflecting $62.0 million of outstanding letters of credit, was $222.5 million. To maintain availability of funds under the Revolver, the Company pays a commitment fee on the unused portion of the Revolver. The commitment fee was initially 0.5% and was reduced to 0.375% as of July 29, 2010 as a result of the Company achieving a lower total debt ratio, as calculated pursuant to the Senior Credit Facility.

As of October 31, 2010, the fair values of the Company’s 7 ¹/2% senior subordinated notes and 6 ³/4% senior subordinated notes were $481.5 million and $258.8 million, respectively. As of May 2, 2010 the fair values of the Company’s 7 ¹/2% senior subordinated notes and 6 ³/4% senior subordinated notes were $474.8 million and $257.8 million, respectively. The book value of the Company’s floating rate debt instruments approximates fair value.

The Company is scheduled to repay $15.0 million of its long-term debt during the remainder of fiscal 2011. Scheduled maturities of long-term debt for each of the five succeeding fiscal years are as follows (in millions):

2012	$	30.0
2013		30.0
2014		30.0
2015		722.5
2016		—
Thereafter		450.0

Agreements relating to the Company’s long-term debt, including the credit agreement governing its Senior Credit Facility and the indentures governing the senior subordinated notes, contain covenants that restrict the ability of Del Monte Corporation (“DMC”) 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. In addition, the Senior Credit Facility and the indentures limit the Company’s ability to agree to certain change of control transactions, because a “change of control” (as defined in the Senior Credit Facility) results in an event of default and a “change of control” (as defined in the applicable indenture) may under certain conditions result in a requirement for the Company to make a change of control purchase offer to the noteholders at a price equal to 101% of the principal amount plus interest. DMC, the primary obligor on the debt obligations, is a direct, wholly-owned subsidiary of Del Monte Foods Company (“DMFC”). Certain of these covenants are also applicable to DMFC.

11

DEL MONTE FOODS COMPANY AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)

For the three and six months ended October 31, 2010

(unaudited)

In addition, the Company is required to meet a maximum total debt ratio and a minimum fixed charge coverage ratio under its Senior Credit Facility. The Company believes that it is currently in compliance with all of its restrictive and financial covenants and was in compliance therewith as of October 31, 2010. The maximum permitted total debt ratio decreases over time and the minimum fixed charge coverage ratio increases over time, as set forth in the Senior Credit Facility.

If the Company is unable to comply with the covenants under the Senior Credit Facility or any of the indentures governing its senior subordinated notes, there would be a default, which if not waived, could result in the acceleration of a significant portion of its indebtedness.

Note 7. Derivative Financial Instruments

The Company uses interest rate swaps, commodity swaps, futures, option and swaption (an option on a swap) contracts as well as forward foreign currency contracts to hedge market risks relating to possible adverse changes in interest rates, commodity, transportation and other prices and foreign currency exchange rates, which (to the extent effective) affect interest expense on the Company’s floating-rate obligations as well as the cost of its raw materials and other inputs, respectively.

Interest Rates: The Company’s debt primarily consists of floating rate term loans and fixed rate notes. The Company also uses its floating rate Revolver to fund seasonal working capital needs and other uses of cash. Interest expense on the Company’s floating rate debt is typically calculated based on a fixed spread over a reference rate, such as LIBOR (also known as the Eurodollar rate). Therefore, fluctuations in market interest rates will cause interest expense increases or decreases on a given amount of floating rate debt.

The Company from time to time manages a portion of its interest rate risk related to floating rate debt by entering into interest rate swaps in which the Company receives floating rate payments and makes fixed rate payments. On August 13, 2010, the Company entered into an interest rate swap, with a notional amount of $300.0 million, as the fixed rate payer. The interest rate swap fixes LIBOR at 1.368% for the term of the swap. The swap has an effective date of February 1, 2011 and a maturity date of February 3, 2014. During the three and six months ended October 31, 2010, the Company’s interest rate cash flow hedges resulted in a decrease to other comprehensive income (“OCI”) of $2.9 million and a decrease to deferred tax liabilities of $1.9 million. The fair value of the Company’s interest rate swap was recorded as a current liability of $1.5 million and a non-current liability of $3.3 million at October 31, 2010.

Commodities: Certain commodities such as soybean meal, corn, wheat, soybean oil, diesel fuel and natural gas (collectively, “commodity contracts”) are used in the production and transportation of the Company’s products. Generally these commodities are purchased based upon market prices that are established with the vendor as part of the purchase process. The Company uses futures, swaps, swaption or option contracts, as deemed appropriate, to reduce the effect of price fluctuations on anticipated purchases. The Company accounted 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 may have a term of up to 24 months.

On October 31, 2010, the fair values of the Company’s commodities hedges were recorded as current assets of $14.9 million and current liabilities of $2.9 million. The fair values of the Company’s commodities hedges were recorded as current assets of $11.1 million and current liabilities of $2.5 million at May 2, 2010.

12

DEL MONTE FOODS COMPANY AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)

For the three and six months ended October 31, 2010

(unaudited)

The notional amounts of the Company’s commodity contracts as of October 31, 2010 and May 2, 2010 were as follows:

	October 31, 2010		May 2, 2010
	(in millions)
Commodity Contracts	$	85.7	$	145.2

Foreign Currency: The Company manages its exposure to fluctuations in foreign currency exchange rates by entering into forward contracts to cover a portion of its projected expenditures paid in local currency. These contracts generally have a term of less than 24 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. The forward premium is excluded from the assessment of effectiveness and recorded directly in earnings. As of October 31, 2010, the fair values of the Company’s foreign currency hedges were recorded as current assets of $3.5 million and current liabilities of $0.3 million. As of May 2, 2010, the fair values of the Company’s foreign currency hedges were recorded as current assets of $4.5 million and current liabilities of $0.5 million.

Gains and losses related to commodity and other hedges as well as foreign currency hedges reported in OCI are expected to be reclassified into earnings within the next 24 months.

The notional amounts of the Company’s foreign currency derivative contracts as of October 31, 2010 and May 2, 2010 were as follows:

	October 31, 2010		May 2, 2010
Contract Amount (Mexican pesos) ($ in millions)	$	34.3	$	22.5
Contract Amount ($CAD) (in millions)		15.1		29.0

Fair Value of Derivative Instruments:

The fair value of derivative instruments recorded in the Condensed Consolidated Balance Sheet as of October 31, 2010 was as follows:

	Asset derivatives				Liability derivatives
Derivatives in cash flow hedging relationships	Balance Sheet location	Fair Value			Balance Sheet location	Fair Value
(in millions)
Interest rate contracts	Other non-current assets	$	—		Other non-current liabilities	$	3.3
Interest rate contracts	Prepaid expenses and other current assets		—		Accounts payable and accrued expenses		1.5
Commodity contracts	Prepaid expenses and other current assets		14.9	1	Accounts payable and accrued expenses		2.9
Foreign currency exchange contracts	Prepaid expenses and other current assets		3.5		Accounts payable and accrued expenses		0.3
Total		$	18.4			$	8.0

¹ Includes $1.6 million of commodity contracts not designated as hedging instruments.

13

DEL MONTE FOODS COMPANY AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)

For the three and six months ended October 31, 2010

(unaudited)

The fair value of derivative instruments recorded in the Condensed Consolidated Balance Sheet as of May 2, 2010 was as follows:

	Asset derivatives				Liability derivatives
Derivatives in cash flow hedging relationships	Balance Sheet location	Fair Value			Balance Sheet location	Fair Value
(in millions)
Commodity and other contracts	Prepaid expenses and other current assets	$	11.1	1	Accounts payable and accrued expenses	$	2.5
Foreign currency exchange contracts	Prepaid expenses and other current assets		4.5		Accounts payable and accrued expenses		0.5
Total		$	15.6			$	3.0

¹ Includes $6.4 million of commodity contracts not designated as hedging instruments.

The effect of derivative instruments recorded for the three and six months ended October 31, 2010 in the Condensed Consolidated Statements of Income was as follows:

	Gain (loss) recognized in AOCI						Location of gain (loss) reclassified in AOCI	Gain (loss) reclassified from AOCI into income				Location of gain (loss) recognized in income (ineffective portion and amount excluded from effectiveness testing)	Gain (loss) recognized in income (ineffective portion and  amount excluded from effectiveness testing)
	Three Months Ended			Six Months Ended				Three Months Ended		Six Months Ended			Three Months Ended			Six Months Ended
Derivatives in cash flow hedging relationships	October 31, 2010			October 31, 2010				October 31, 2010		October 31, 2010			October 31, 2010			October 31, 2010
(in millions)
Interest rate contracts	$	(2.9	)	$	(2.9	)	Interest expense	$	—	$	—	N/A	$	—		$	—
Commodity contracts		10.3			13.0		Cost of products sold		2.4		2.8	Other income (expense)		(0.2	)1		(4.9	)1
Foreign currency exchange contracts		0.1			(1.0	)	Cost of products sold		0.8		1.5	Other income (expense)		0.3			0.3
Total	$	7.5		$	9.1			$	3.2	$	4.3		$	0.1		$	(4.6	)

¹ Includes a gain of $0.6 million and a loss of $4.3 million for the three and six months ended October 31, 2010, respectively, for the commodity contracts not designated as hedging instruments.

14

DEL MONTE FOODS COMPANY AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)

For the three and six months ended October 31, 2010

(unaudited)

The effect of derivative instruments recorded for the three and six months ended November 1, 2009 in the Condensed Consolidated Statements of Income was as follows:

	Gain (loss) recognized in AOCI				Location of gain (loss) reclassified in AOCI	Gain (loss) reclassified from AOCI into income						Location of gain (loss) recognized in income (ineffective portion and amount excluded from effectiveness testing)	Gain (loss) recognized in income (ineffective portion and  amount excluded from effectiveness testing)
	Three Months Ended		Six Months Ended			Three Months Ended			Six Months Ended				Three Months Ended			Six Months Ended
Derivatives in cash flow hedging relationships	November 1, 2009		November 1, 2009			November 1, 2009			November 1, 2009				November 1, 2009			November 1, 2009
(in millions)
Interest rate contracts	$	1.4	$	2.5	Interest expense	$	4.3		$	8.1		N/A	$	—		$	—
Commodity contracts		2.4		1.1	Cost of products sold		(5.8	)		(9.2	)	Other income (expense)		(0.1	)1		(1.8	)1
Foreign currency exchange contracts		0.3		1.5	Cost of products sold		0.1			(0.2	)	Other income (expense)		0.1			0.2
Total	$	4.1	$	5.1		$	(1.4	)	$	(1.3	)		$	—		$	(1.6	)

¹ Includes a gain of $1.0 million and $0.4 million for the three and six months ended November 1, 2009, respectively, for the commodity contracts not designated as hedging instruments.

Note 8. Fair Value Measurements

The Company uses commodity contracts, interest rate swaps and forward foreign currency contracts to hedge market risks relating to possible adverse changes in commodity 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
	Level 1				Level 2				Level 3
Description	October  31, 2010		May  2, 2010		October  31, 2010		May  2, 2010		October  31, 2010		May  2, 2010
	(in millions)
Assets
Commodity Contracts	$	7.8	$	3.5	$	7.1	$	7.6	$	—	$	—
Foreign Currency Contracts		—		—		3.5		4.5		—		—
Total	$	7.8	$	3.5	$	10.6	$	12.1	$	—	$	—
Liabilities
Commodity Contracts	$	2.2	$	2.2	$	0.7	$	0.3	$	—	$	—
Foreign Currency Contracts		—		—		0.3		0.5		—		—
Interest Rate Swap		—		—		4.8		—		—		—
Total	$	2.2	$	2.2	$	5.8	$	0.8	$	—	$	—

15

DEL MONTE FOODS COMPANY AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)

For the three and six months ended October 31, 2010

(unaudited)

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 futures and options contracts are 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. The Company’s commodities swap and swaption contracts are traded over-the-counter and are valued based on the Chicago Board of Trade quoted prices for similar instruments in active markets or corroborated by observable market data available from the Energy Information Administration.

The book value of certain of the Company’s financial instruments, including cash and cash equivalents, accounts receivable and accounts payable and accrued expenses, approximates fair value due to the relatively short maturity of such instruments. The fair values of the Company’s short-term borrowings and long-term debt are discussed in Note 6.

Note 9. Comprehensive Income

The following table reconciles net income to comprehensive income:

	Three Months Ended				Six Months Ended
	October  31, 2010		November  1, 2009		October  31, 2010			November  1, 2009
	(in millions)
Net income	$	81.1	$	62.6	$	140.5		$	121.2
Other comprehensive income:
Foreign currency translation adjustments		0.2		0.6		(0.1	)		2.0
Income on cash flow hedging instruments, net of tax		1.5		7.2		1.7			10.7
Total other comprehensive income		1.7		7.8		1.6			12.7
Comprehensive income	$	82.8	$	70.4	$	142.1		$	133.9

Note 10. Retirement Benefits

Del Monte sponsors a qualified defined benefit pension plan 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 2010 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 31, 2010 and November 1, 2009, respectively, are as follows:

	Three Months Ended												Six Months Ended
	Pension Benefits						Other Benefits						Pension Benefits						Other Benefits
	October  31, 2010			November  1, 2009			October  31, 2010			November  1, 2009			October  31, 2010			November  1, 2009			October  31, 2010			November  1, 2009
	(in millions)
Components of net periodic benefit cost
Service cost for benefits earned during the period	$	3.5		$	2.7		$	0.4		$	0.4		$	7.0		$	5.4		$	0.8		$	0.8
Interest cost on projected benefit obligation		5.7			6.7			2.1			2.2			11.5			13.4			4.2			4.3
Expected return on plan assets		(7.6	)		(5.2	)		—			—			(15.1	)		(10.3	)		—			—
Amortization of prior service cost/(credit)		0.3			0.2			(2.1	)		(2.1	)		0.5			0.4			(4.2	)		(4.2	)
Amortization of loss/(gain)		1.0			0.5			—			(0.1	)		1.9			1.0			—			(0.1	)
Net periodic benefit cost	$	2.9		$	4.9		$	0.4		$	0.4		$	5.8		$	9.9		$	0.8		$	0.8

16

DEL MONTE FOODS COMPANY AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)

For the three and six months ended October 31, 2010

(unaudited)

The Company currently meets and plans to continue to meet the minimum funding levels required under the Pension Protection Act of 2006 (the “Act”). The Act imposes certain consequences on the Company’s defined benefit plan if it does not meet the minimum funding levels. In addition, the Act encourages, but does not require, employers to fully fund their defined benefit pension plans and to meet incremental plan funding thresholds applicable prior to 2011. The Company has made contributions in excess of its required minimum amounts during fiscal 2009, fiscal 2010 and fiscal 2011. The Company has achieved the specified plan funding thresholds for the 2007 through 2010 plan years. Due to uncertainties about future funding levels as well as plan financial returns, the Company cannot predict definitively at this time whether it will continue to achieve specified plan funding thresholds and fully fund its plan by 2011. The Act has resulted in, and in the future may additionally result in, accelerated funding of the Company’s defined benefit pension plan. As of October 31, 2010, the Company had made contributions of $40.0 million in fiscal 2011 and does not plan to make any further contributions for the remainder of fiscal 2011.

Note 11. Income Taxes

As of October 31, 2010, the Company had gross unrecognized tax benefits of $14.9 million, of which $7.7 million would impact the effective tax rate from continuing operations if recognized. During the six months ended October 31, 2010, there was a $3.7 million decrease in unrecognized tax benefits resulting from the Company’s settlement of an audit during the period, of which $0.6 million impacted the effective tax rate.

Note 12. 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 2010 Annual Report.

On November 25, 2010, the Company announced that it had signed a definitive agreement (the “Merger Agreement”) under which an investor group led by funds affiliated with Kohlberg Kravis Roberts & Co. L.P. (“KKR”), Vestar Capital Partners (“Vestar”) and Centerview Partners (“Centerview”) will acquire all of the Company’s outstanding stock for $19.00 per share in cash (the “Transaction”). The Company has subsequently been named as a defendant in six putative class actions related to the Transaction.

The Company is a defendant in the following cases:

• Vivian Golombuski and all others similarly situated v. Del Monte, each member of the board of directors of the Company (together, the “Directors”), and KKR, Vestar, Centerview, Blue Acquisition Group, Inc. (“Blue Group”) and Blue Merger Sub, Inc. (“Blue Sub”) (together, the “Buyers”) filed on November 30, 2010, in Delaware Chancery Court;

• Thomas Germanos and all others similarly situated v. Del Monte, the Directors, KKR, Vestar and Centerview filed on December 1, 2010, in Superior Court in San Francisco, California;

• Libby Kaiman and all others similarly situated v. Del Monte, the Directors and the Buyers filed on December 1, 2010, in Superior Court in San Francisco, California;

• Rena Nadoff, custodian for Michael Jaroslawicz, and all others similarly situated v. Del Monte, the Directors and the Buyers filed on December 1, 2010, in Superior Court in San Francisco, California;

• Thomas Rieth and all others similarly situated v. Del Monte, the Directors, KKR, Vestar and Centerview filed on December 1, 2010, in Superior Court in San Francisco, California; and

• James Sinor and all others similarly situated v. Del Monte, the Directors and the Buyers filed on December 1, 2010, in Superior Court in San Francisco, California.

The named plaintiffs in these six cases allege breach, and aiding and abetting breach, of the Directors’ fiduciary duty to the Company’s stockholders. Specifically, the complaints allege that the Directors breached their fiduciary duty to the stockholders by agreeing to sell the Company at a price that is unfair and inadequate and by agreeing to certain preclusive deal protection devices in the Merger Agreement. The complaints further allege that some or all of the Buyers and, in some instances, the Company, aided and abetted in the Directors’ breach of their fiduciary duty. The complaints seek injunctive relief, rescission of the Merger Agreement, an accounting for all damages suffered by class members and attorneys’ fees. The Company intends to deny these allegations and to vigorously defend itself.

On September 30, 2010, a class action complaint was served against the Company, to be filed in Hennepin County, Minnesota, alleging wage and hour violations of the Fair Labor Standards Act (“FLSA”). The complaint was served on behalf of five named plaintiffs and all others similarly situated at a manufacturing facility in Minnesota. Specifically, the complaint alleges that the Company violated the FLSA and state wage and hour laws by failing to compensate plaintiffs and other similarly situated workers unpaid overtime. The plaintiffs are seeking compensatory and statutory damages. Additionally, the plaintiffs are seeking class certification. On November 5, 2010, in connection with the Company’s removal of this case to the U.S. District Court for the District of Minnesota, the complaint was filed along with the Company’s answer. The Company also filed a motion for partial dismissal on November 5, 2010. The Company denies plaintiffs’ allegations and plans to vigorously defend itself. The Company cannot at this time reasonably estimate a range of exposure, if any, of the potential liability.

The following legal proceedings were previously reported in the 2010 Annual Report:

On October 13, 2009, Kara Moline and Debra Lowe filed a class action complaint against the Company in San Francisco Superior Court, alleging violations of California’s False Advertising Act, Unfair Competition Law, and Consumer Legal Remedies Act. Specifically, the plaintiffs alleged that the Company engaged in false and misleading advertising in the labeling of Nature’s Recipe Farm Stand Selects dog food. The plaintiffs sought injunctive relief, disgorgement of profits in an undisclosed amount, and attorneys’ fees. Additionally, the plaintiffs sought class certification. The Company denied plaintiffs’ allegations. The parties reached a settlement agreement which was approved by the Court on November 9, 2010. Under the settlement, the Company agreed to pay $0.2 million and to modify the labels of the relevant products in the future.

17

DEL MONTE FOODS COMPANY AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)

For the three and six months ended October 31, 2010

(unaudited)

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. Additionally, Fresh Del Monte alleges that it has the exclusive right under the trademark license agreement to sell Del Monte branded pineapple, melon, berry, papaya and banana products in the refrigerated produce section. Fresh Del Monte also alleges that the Company’s advertising for certain of the alleged infringing 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 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 is vigorously defending 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 Del Monte’s “medley” products (vegetables with a dipping sauce or fruit with a caramel sauce) violate the trademark license agreement. On November 10, 2010, Fresh Del Monte filed a motion for partial summary judgment. The Company intends to oppose that motion. The Company cannot at this time reasonably estimate a range of exposure, if any, of the potential liability.

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 the U.S. District Court for the Western District of Missouri;

• Tompkins v. Del Monte filed on July 13, 2007 in the 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.

18

DEL MONTE FOODS COMPANY AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)

For the three and six months ended October 31, 2010

(unaudited)

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 was $24.0 million. The portion of the Company’s contribution to this settlement was $0.25 million, net of insurance recovery. Four class members have filed objections to the settlement, which objections have been denied by the Court. On December 3, 2008 and December 12, 2008, these class members filed Notices of Appeal.

The Picus Case. 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. 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 Company’s motion in part. On December 14, 2007, other defendants in the case filed a motion to deny class certification. On March 16, 2009, the Court granted the motion to deny class certification. On March 25, 2009, the plaintiffs filed an appeal of the Court’s decision. On June 30, 2009, the Court of Appeals denied plaintiffs’ appeal.

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 seafood business), including proceedings involving product liability claims, workers’ 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 13. Segment Information

The Company has the following reportable segments:

• 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 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 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 about resources to be allocated 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.

19

DEL MONTE FOODS COMPANY AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)

For the three and six months ended October 31, 2010

(unaudited)

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

	Three Months Ended						Six Months Ended
	October 31, 2010			November 1, 2009			October 31, 2010			November 1, 2009
	(in millions)
Net Sales:
Pet Products	$	433.2		$	422.1		$	860.5		$	834.4
Consumer Products		507.7			536.8			885.0			938.2
Total Company	$	940.9		$	958.9		$	1,745.5		$	1,772.6
Operating Income:
Pet Products	$	92.7		$	84.8		$	191.4		$	187.6
Consumer Products		74.4			72.5			108.7			104.6
Corporate (a)		(19.1	)		(16.7	)		(32.7	)		(30.7	)
Total Company	$	148.0		$	140.6		$	267.4		$	261.5
Reconciliation to income from continuing operations before income taxes:
Interest expense		20.0			41.0			39.7			65.2
Other (income) expense		(2.0	)		0.8			1.6			2.7
Income from continuing operations before income taxes	$	130.0		$	98.8		$	226.1		$	193.6

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

Note 14. Share Repurchases

On June 22, 2010, the Company entered into an accelerated stock buyback agreement (“ASB”) with Goldman, Sachs & Co. (“Goldman Sachs”). Under the ASB, Del Monte paid $100 million to Goldman Sachs on June 25, 2010 from available cash on hand to purchase outstanding shares of its common stock, and it received 6,215,470 shares of its common stock from Goldman Sachs on that date. Final settlement of the ASB occurred on August 2, 2010, resulting in Del Monte receiving an additional 885,413 shares of its common stock. The total number of shares that Del Monte ultimately repurchased under the ASB was based generally on the average of the daily volume-weighted average share price of Del Monte’s common stock over the duration of the transaction. The repurchased shares are being held in treasury.

Note 15. Financial Information for Subsidiary Issuer and Non-Guarantor Subsidiaries

As discussed in the 2010 Annual Report, in October 2009 DMC issued 7 ¹/2% Notes (such 7 ¹/2% Notes, collectively with the 6 ³/4% Notes issued in February 2005, the “Notes”). The Notes are fully and unconditionally guaranteed on a subordinated basis by DMFC as set forth in the indentures governing the Notes. DMC, the issuer, is 100% owned by DMFC. The Company’s credit agreement and indentures generally limit the ability of DMC to make cash payments to DMFC, its parent company, which limits Del Monte’s ability to pay cash dividends. Presented below are Condensed Consolidating Balance Sheets as of October 31, 2010 and May 2, 2010; Condensed Consolidating Statements of Income for the three and six months ended October 31, 2010 and November 1, 2009 and Condensed Consolidating Statements of Cash Flows for the six months ended October 31, 2010 and November 1, 2009 of DMFC (“Parent Company”), DMC (“Issuer”), and all of DMC’s subsidiaries, which are not guarantors (“Subsidiary Non-guarantors”):

20

DEL MONTE FOODS COMPANY AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)

For the three and six months ended October 31, 2010

(unaudited)

CONDENSED CONSOLIDATING BALANCE SHEET

OCTOBER 31, 2010

(in millions)

	Parent Company			Issuer			Subsidiary Non-guarantors			Consolidating Entries			Consolidated Total
ASSETS
Current assets:
Cash and cash equivalents	$	—		$	7.3		$	12.9		$	—		$	20.2
Trade accounts receivable, net of allowance		—			238.0			19.3			—			257.3
Inventories		—			1,035.4			32.1			—			1,067.5
Prepaid expenses and other current assets		17.7			249.3			61.8			(192.9	)		135.9
TOTAL CURRENT ASSETS		17.7			1,530.0			126.1			(192.9	)		1,480.9
Property, plant and equipment, net		—			577.3			66.6			—			643.9
Goodwill		—			1,336.7			1.2			—			1,337.9
Intangible assets, net		—			1,159.3			—			—			1,159.3
Other assets, net		1,857.2			100.6			1.8			(1,929.3	)		30.3
TOTAL ASSETS	$	1,874.9		$	4,703.9		$	195.7		$	(2,122.2	)	$	4,652.3
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued expenses	$	17.7		$	630.4		$	116.4		$	(192.9	)	$	571.6
Short-term borrowings		—			215.5			6.4			—			221.9
Current portion of long-term debt		—			30.0			—			—			30.0
TOTAL CURRENT LIABILITIES		17.7			875.9			122.8			(192.9	)		823.5
Long-term debt		—			1,240.6			—			—			1,240.6
Deferred tax liabilities		—			456.0			—			(0.8	)		455.2
Other non-current liabilities		—			274.0			1.8			—			275.8
TOTAL LIABILITIES		17.7			2,846.5			124.6			(193.7	)		2,795.1
Stockholders’ equity:
Common stock		2.2			—			26.9			(26.9	)		2.2
Additional paid-in capital		1,107.8			1,105.1			—			(1,105.1	)		1,107.8
Treasury stock, at cost		(283.1	)		—			—			—			(283.1	)
Accumulated other comprehensive income (loss)		(58.2	)		(58.2	)		(7.3	)		65.5			(58.2	)
Retained earnings		1,088.5			810.5			51.5			(862.0	)		1,088.5
TOTAL STOCKHOLDERS’ EQUITY		1,857.2			1,857.4			71.1			(1,928.5	)		1,857.2
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	1,874.9		$	4,703.9		$	195.7		$	(2,122.2	)	$	4,652.3

21

DEL MONTE FOODS COMPANY AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)

For the three and six months ended October 31, 2010

(unaudited)

CONDENSED CONSOLIDATING BALANCE SHEET

MAY 2, 2010

(in millions)

	Parent Company			Issuer			Subsidiary Non-guarantors			Consolidating Entries			Consolidated Total
ASSETS
Current assets:
Cash and cash equivalents	$	—		$	44.6		$	9.1		$	—		$	53.7
Trade accounts receivable, net of allowance		—			170.7			16.3			—			187.0
Inventories		—			696.1			30.3			—			726.4
Prepaid expenses and other current assets		10.1			155.9			58.5			(96.0	)		128.5
TOTAL CURRENT ASSETS		10.1			1,067.3			114.2			(96.0	)		1,095.6
Property, plant and equipment, net		—			589.8			69.0			—			658.8
Goodwill		—			1,336.5			1.2			—			1,337.7
Intangible assets, net		—			1,162.4			—			—			1,162.4
Other assets, net		1,827.4			103.6			2.1			(1,898.7	)		34.4
TOTAL ASSETS	$	1,837.5		$	4,259.6		$	186.5		$	(1,994.7	)	$	4,288.9
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued expenses	$	10.1		$	446.1		$	109.3		$	(96.0	)	$	469.5
Short-term borrowings		—			—			5.6			—			5.6
Current portion of long-term debt		—			30.0			—			—			30.0
TOTAL CURRENT LIABILITIES		10.1			476.1			114.9			(96.0	)		505.1
Long-term debt		—			1,255.2			—			—			1,255.2
Deferred tax liabilities		—			442.1			—			(1.1	)		441.0
Other non-current liabilities		—			258.6			1.6			—			260.2
TOTAL LIABILITIES		10.1			2,432.0			116.5			(97.1	)		2,461.5
Stockholders’ equity:
Common stock		2.2			—			26.9			(26.9	)		2.2
Additional paid-in capital		1,085.0			1,082.8			—			(1,082.8	)		1,085.0
Treasury stock, at cost		(183.1	)		—			—			—			(183.1	)
Accumulated other comprehensive income (loss)		(59.8	)		(59.8	)		(6.3	)		66.1			(59.8	)
Retained earnings		983.1			804.6			49.4			(854.0	)		983.1
TOTAL STOCKHOLDERS’ EQUITY		1,827.4			1,827.6			70.0			(1,897.6	)		1,827.4
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	1,837.5		$	4,259.6		$	186.5		$	(1,994.7	)	$	4,288.9

22

DEL MONTE FOODS COMPANY AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)

For the three and six months ended October 31, 2010

(unaudited)

CONDENSED CONSOLIDATING STATEMENT OF INCOME

FOR THE THREE MONTHS ENDED OCTOBER 31, 2010

(in millions)

	Parent Company			Issuer			Subsidiary Non-guarantors			Consolidating Entries			Consolidated Total
Net sales	$	—		$	916.2		$	59.8		$	(35.1	)	$	940.9
Cost of products sold		—			617.0			49.5			(35.1	)		631.4
Gross profit		—			299.2			10.3			—			309.5
Selling, general and administrative expense		0.4			152.3			8.8			—			161.5
OPERATING INCOME (LOSS)		(0.4	)		146.9			1.5			—			148.0
Interest expense		—			19.8			0.2			—			20.0
Other income		—			(0.2	)		(1.8	)		—			(2.0	)
INCOME (LOSS) BEFORE INCOME TAXES AND EQUITY IN UNDISTRIBUTED EARNINGS OF SUBSIDIARIES		(0.4	)		127.3			3.1			—			130.0
Provision (benefit) for income taxes		(0.1	)		47.5			1.5						48.9
Equity in undistributed earnings of subsidiaries		81.4			1.6			—			(83.0	)		—
Income from continuing operations		81.1			81.4			1.6			(83.0	)		81.1
Discontinued operations (net of tax)		—			—			—			—			—
NET INCOME	$	81.1		$	81.4		$	1.6		$	(83.0	)	$	81.1

CONDENSED CONSOLIDATING STATEMENT OF INCOME

FOR THE THREE MONTHS ENDED NOVEMBER 1, 2009

(in millions)

	Parent Company			Issuer			Subsidiary Non-guarantors		Consolidating Entries			Consolidated Total
Net sales	$	—		$	928.9		$	63.7	$	(33.7	)	$	958.9
Cost of products sold		—			632.1			51.3		(33.7	)		649.7
Gross profit		—			296.8			12.4		—			309.2
Selling, general and administrative expense		0.3			158.8			9.5					168.6
OPERATING INCOME (LOSS)		(0.3	)		138.0			2.9		—			140.6
Interest expense		—			40.8			0.2		—			41.0
Other (income) expense		—			(0.4	)		1.2		—			0.8
INCOME (LOSS) BEFORE INCOME TAXES AND EQUITY IN UNDISTRIBUTED EARNINGS OF SUBSIDIARIES		(0.3	)		97.6			1.5		—			98.8
Provision (benefit) for income taxes		(0.1	)		36.3			—		—			36.2
Equity in undistributed earnings of subsidiaries		62.8			1.5			—		(64.3	)		—
Income from continuing operations		62.6			62.8			1.5		(64.3	)		62.6
Discontinued operations (net of tax)		—			—			—		—			—
NET INCOME	$	62.6		$	62.8		$	1.5	$	(64.3	)	$	62.6

23

DEL MONTE FOODS COMPANY AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)

For the three and six months ended October 31, 2010

(unaudited)

CONDENSED CONSOLIDATING STATEMENT OF INCOME

FOR THE SIX MONTHS ENDED OCTOBER 31, 2010

(in millions)

	Parent Company			Issuer			Subsidiary Non-guarantors			Consolidating Entries			Consolidated Total
Net sales	$	—		$	1,692.6		$	115.2		$	(62.3	)	$	1,745.5
Cost of products sold		—			1,136.1			95.5			(62.3	)		1,169.3
Gross profit		—			556.5			19.7			—			576.2
Selling, general and administrative expense		0.9			290.7			17.2			—			308.8
OPERATING INCOME (LOSS)		(0.9	)		265.8			2.5			—			267.4
Interest expense		—			39.3			0.4			—			39.7
Other (income) expense		—			4.2			(2.6	)		—			1.6
INCOME (LOSS) BEFORE INCOME TAXES AND EQUITY IN UNDISTRIBUTED EARNINGS OF SUBSIDIARIES		(0.9	)		222.3			4.7			—			226.1
Provision (benefit) for income taxes		(0.3	)		82.8			2.6			—			85.1
Equity in undistributed earnings of subsidiaries		141.1			2.1			—			(143.2	)		—
Income from continuing operations		140.5			141.6			2.1			(143.2	)		141.0
Discontinued operations (net of tax)		—			(0.5	)		—			—			(0.5	)
NET INCOME	$	140.5		$	141.1		$	2.1		$	(143.2	)	$	140.5

CONDENSED CONSOLIDATING STATEMENT OF INCOME

FOR THE SIX MONTHS ENDED NOVEMBER 1, 2009

(in millions)

	Parent Company			Issuer			Subsidiary Non-guarantors		Consolidating Entries			Consolidated Total
Net sales	$	—		$	1,713.9		$	116.2	$	(57.5	)	$	1,772.6
Cost of products sold		—			1,166.4			94.6		(57.5	)		1,203.5
Gross profit		—			547.5			21.6		—			569.1
Selling, general and administrative expense		0.6			289.5			17.5		—			307.6
OPERATING INCOME (LOSS)		(0.6	)		258.0			4.1		—			261.5
Interest expense		—			64.9			0.3		—			65.2
Other expense		—			1.0			1.7		—			2.7
INCOME (LOSS) BEFORE INCOME TAXES AND EQUITY IN UNDISTRIBUTED EARNINGS OF SUBSIDIARIES		(0.6	)		192.1			2.1		—			193.6
Provision (benefit) for income taxes		(0.2	)		72.3			—		—			72.1
Equity in undistributed earnings of subsidiaries		121.6			2.1			—		(123.7	)		—
Income from continuing operations		121.2			121.9			2.1		(123.7	)		121.5
Discontinued operations (net of tax)		—			(0.3	)		—		—			(0.3	)
NET INCOME	$	121.2		$	121.6		$	2.1	$	(123.7	)	$	121.2

24

DEL MONTE FOODS COMPANY AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)

For the three and six months ended October 31, 2010

(unaudited)

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

FOR THE SIX MONTHS ENDED OCTOBER 31, 2010

(in millions)

	Parent Company			Issuer			Subsidiary Non-guarantors			Consolidating Entries			Consolidated Total
OPERATING ACTIVITIES:
NET CASH PROVIDED BY ( USED IN) OPERATING ACTIVITIES	$	—		$	(92.6	)	$	4.1		$	—		$	(88.5	)
INVESTING ACTIVITIES:
Capital expenditures		—			(32.8	)		(0.8	)		—			(33.6	)
Dividends received		127.5			—			—			(127.5	)		—
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES		127.5			(32.8	)		(0.8	)		(127.5	)		(33.6	)
FINANCING ACTIVITIES:
Proceeds from short-term borrowings		—			388.1			1.7			—			389.8
Payments on short-term borrowings		—			(172.6	)		(0.9	)		—			(173.5	)
Principal payments on long-term debt		—			(15.0	)		—			—			(15.0	)
Dividends paid		(27.5	)		(127.5	)		—			127.5			(27.5	)
Issuance of common stock		17.2			—			—			—			17.2
Capital contribution		(17.2	)		17.2			—			—			—
Purchase of treasury stock		(100.0	)		—			—			—			(100.0	)
Taxes remitted on behalf of employees for net share settlement of stock awards		—			(5.9	)		—			—			(5.9	)
Excess tax benefits from stock-based compensation		—			3.8			—			—			3.8
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES		(127.5	)		88.1			0.8			127.5			88.9
Effect of exchange rate changes on cash and cash equivalents		—			—			(0.3	)		—			(0.3	)
NET CHANGE IN CASH AND CASH EQUIVALENTS		—			(37.3	)		3.8			—			(33.5	)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD		—			44.6			9.1			—			53.7
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	—		$	7.3		$	12.9		$	—		$	20.2

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

FOR THE SIX MONTHS ENDED NOVEMBER 1, 2009

(in millions)

	Parent Company			Issuer			Subsidiary Non-guarantors			Consolidating Entries			Consolidated Total
OPERATING ACTIVITIES:
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES	$	—		$	(88.1	)	$	0.7		$	—		$	(87.4	)
INVESTING ACTIVITIES:
Capital expenditures		—			(42.4	)		(3.3	)		—			(45.7	)
Dividends received		17.8			—			—			(17.8	)		—
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES		17.8			(42.4	)		(3.3	)		(17.8	)		(45.7	)
FINANCING ACTIVITIES:
Proceeds from short-term borrowings		—			135.4			7.6			—			143.0
Payments on short-term borrowings		—			(79.7	)		(1.3	)		—			(81.0	)
Proceeds from long-term borrowings		—			442.3			—			—			442.3
Principal payments on long-term debt		—			(456.7	)		—			—			(456.7	)
Payments of debt-related costs		—			(24.4	)		—			—			(24.4	)
Dividends paid		(17.8	)		(17.8	)		—			17.8			(17.8	)
Issuance of common stock		2.8			—			—			—			2.8
Capital contribution		(2.8	)		2.8			—			—			—
Excess tax benefits from stock-based compensation		—			0.6			—			—			0.6
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES		(17.8	)		2.5			6.3			17.8			8.8
Effect of exchange rate changes on cash and cash equivalents		—			—			0.5			—			0.5
NET CHANGE IN CASH AND CASH EQUIVALENTS		—			(128.0	)		4.2			—			(123.8	)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD		—			134.0			8.7			—			142.7
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	—		$	6.0		$	12.9		$	—		$	18.9

25

DEL MONTE FOODS COMPANY AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)

For the three and six months ended October 31, 2010

(unaudited)

Note 16. Subsequent Event

On November 25, 2010, the Company announced that it had signed a definitive agreement under which an investor group led by funds affiliated with KKR, Vestar and Centerview will acquire all of the Company’s outstanding stock for $19.00 per share in cash. The transaction was unanimously approved by the Company’s Board of Directors. The transaction is expected to close by the end of March 2011, subject to customary closing conditions, including receipt of stockholder and regulatory approvals.

26

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 May 2, 2010 (the “2010 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 2010 Annual Report and in Part II. “Item 1A. Risk Factors” of this quarterly report Form 10-Q. As discussed below, on November 25, 2010, we announced that we had signed a definitive agreement (the “Merger Agreement”) under which an investor group led by funds affiliated with Kohlberg Kravis Roberts & Co. L.P (“KKR”), Vestar Capital Partners (“Vestar”) and Centerview Partners (“Centerview”) will acquire all of our outstanding stock for $19.00 per share in cash. All forward-looking statements and amounts in this Management’s Discussion and Analysis of Financial Condition and Results of Operations do not include the potential impact of the Merger Agreement or the transaction contemplated thereunder.

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 pet products and food products for the U.S. retail market, with pet food and snack brands for dogs and cats such as Meow Mix, Kibbles ‘n Bits, Milk-Bone, 9Lives, Pup-Peroni, Gravy Train, Nature’s Recipe, Canine Carry-Outs and other brand names and food brands such as Del Monte, Contadina, S&W, College Inn and other brand names. We have two reportable segments: Pet Products and Consumer 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 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.

27

Key Performance Indicators

The following table sets forth some of our key performance indicators that we utilize to assess results of operations:

	Three Months Ended
	October 31, 2010			November 1, 2009			Change			% Change			Volume (a)			Rate (b)
	(in millions, except percentages)
Net Sales	$	940.9		$	958.9		$	(18.0	)		(1.9	%)		(0.5	%)		(1.4	%)
Cost of Products Sold		631.4			649.7			(18.3	)		(2.8	%)		(1.1	%)		(1.7	%)
Gross Profit		309.5			309.2			0.3			0.1	%
Selling, General and Administrative Expense (“SG&A”)		161.5			168.6			(7.1	)		(4.2	%)
Operating Income	$	148.0		$	140.6		$	7.4			5.3	%
Gross Margin		32.9	%		32.2	%
SG&A as a % of net sales		17.2	%		17.6	%
Operating Income Margin		15.7	%		14.7	%
	Six Months Ended
	October 31, 2010			November 1, 2009			Change			% Change			Volume (a)			Rate (b)
	(in millions, except percentages)
Net Sales	$	1,745.5		$	1,772.6		$	(27.1	)		(1.5	%)		(0.5	%)		(1.0	%)
Cost of Products Sold		1,169.3			1,203.5			(34.2	)		(2.8	%)		(1.2	%)		(1.6	%)
Gross Profit		576.2			569.1			7.1			1.2	%
Selling, General and Administrative Expense (“SG&A”)		308.8			307.6			1.2			0.4	%
Operating Income	$	267.4		$	261.5		$	5.9			2.3	%
Gross Margin		33.0	%		32.1	%
SG&A as a % of net sales		17.7	%		17.4	%
Operating Income Margin		15.3	%		14.8	%
Cash Flow (c)	$	(122.1	)	$	(133.1	)

(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. Volume changes in the above table include elasticity, the volume decline associated with price increases. 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.

(c) We define cash flow as cash provided by operating activities less cash used in investing activities. Refer to “Reconciliation of Non-GAAP Financial Measures—Cash Flow” below.

Executive Overview

In the second quarter of fiscal 2011, we had net sales of $940.9 million, operating income of $148.0 million and net income of $81.1 million, compared to net sales of $958.9 million, operating income of $140.6 million and net income of $62.6 million in the second quarter of fiscal 2010. Cash flow, which we define as cash provided by operating activities less cash used in investing activities, was ($122.1) million in the first six months of fiscal 2011 compared to ($133.1) million in the first six months of fiscal 2010. Refer to “Reconciliation of Non-GAAP Financial Measures—Cash Flow” below.

Net sales decreased by 1.9% primarily driven by lower sales volume in the Consumer Products segment, partially offset by increased sales volume in our Pet Products segment. Our lower Consumer Products sales resulted from reduced tomato and vegetable sales in retail, primarily driven by higher promotional activity by our competitors as well as category softness in non-grocery channels. Net sales was also negatively impacted by South American sales primarily due to the devaluation of the Venezuelan currency in January 2010. Despite the 1.5% decrease in net sales during the first six months of fiscal 2011, we anticipate net sales for the full fiscal year to be comparable to total net sales in fiscal 2010.

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Operating income for the quarter increased 5.3%. The increase in operating income was driven by lower costs (primarily due to productivity savings and a benefit from a settlement of a claim with a vendor), a benefit related to the trade promotion adjustment mentioned in “Critical Accounting Policies and Estimates” below and lower SG&A expense driven by lower marketing investment in the Consumer Products segment, partially offset by lower net sales. Marketing expense for fiscal 2011 is expected to be lower than marketing expense in fiscal 2010, primarily reflecting a shift to fund trade promotions in response to the current competitive environment in both our Pet Products and Consumer Products segments.

Interest expense decreased $21.0 million in the three months ended October 31, 2010 compared to the three months ended November 1, 2009. Interest expense for the three months ended November 1, 2009 included $16.6 million of refinancing expenses. Lower interest rates and lower debt balances also contributed to the decrease in interest expense.

On November 25, 2010, we announced that we had signed the Merger Agreement under which an investor group led by funds affiliated with KKR, Vestar and Centerview will acquire all of our outstanding stock for $19.00 per share in cash. The transaction was unanimously approved by our Board of Directors. The transaction is expected to close by the end of March 2011, subject to customary closing conditions, including receipt of stockholder and regulatory approvals.

Critical Accounting Policies and Estimates

Our discussion and analysis of the financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these 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 compensation expense are updated periodically and reflect conditions that existed at the time of each new issuance of stock awards. 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 book 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 described in “Note 2. Significant Accounting Policies” to our consolidated financial statements in our 2010 Annual Report. The following is a summary of the more significant judgments and estimates used in the preparation of our 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 generally may take up to 18 months from the product shipment date. Our evaluations during the three and six months ended October 31, 2010 resulted in net reductions to the trade promotion liability and increases in net sales from continuing operations of $8.5 million and $10.2 million, respectively, which related to prior year activity, of which $7.0 million and $8.7 million for the three and six months ended October 31, 2010, respectively, related to our Consumer Products segment and $1.5 million for both the three and six months ended October 31, 2010 related to our Pet Products segment. Our evaluations during the three and six months ended November 1, 2009 resulted in no significant adjustments to our estimates relating to trade promotion liability. Improved system functionality and processes provided improved visibility and enabled more timely evaluation of the prior year liability in the second quarter as compared to historically completing this evaluation and recording the related adjustment in the third quarter.

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Retirement Benefits

We sponsor a non-contributory defined benefit pension plan (“DB plan”), defined contribution plans, multi-employer plans and certain other unfunded retirement benefit plans for our eligible employees. The amount of DB plan 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.

Our Assumptions. We utilize independent third-party actuaries to assist us in calculating the expense and liabilities related to the DB plan benefits and other benefits. DB plan benefits or other benefits which are expected to be paid are expensed over the employees’ expected service period. The actuaries measure our annual DB plan benefits and other benefits expense by relying on certain assumptions made by us. Such assumptions include:

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

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

• The rate of increase in compensation levels (DB plan 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 plan benefits expense and other benefits expense.

Since the DB plan 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 the 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 plan and for the other benefits. The discount rate used to determine DB plan 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 plan and other benefits expense for the following fiscal year. The long-term rate of return for DB plan’s assets is based on our historical experience, our DB plan’s investment guidelines and our expectations for long-term rates of return. Our DB plan’s 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 31, 2010, we recognized expense for our qualified DB plan of $2.9 million and $5.8 million, respectively, and other benefits expense of $0.4 million and $0.8 million, respectively. Our remaining fiscal 2011 pension expense for our qualified DB plan is currently estimated to be approximately $5.8 million and other benefits expense is currently estimated to be approximately $0.8 million. Our actual future pension and other benefit expense amounts may vary depending upon the accuracy of our original assumptions and future assumptions.

Goodwill and Intangibles

Del Monte produces, distributes and markets products under many different brand names. Although each of our brand names has value, only those that have been purchased have a book value 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 lives that generally range from 15 to 40 years (“Amortizing Brands”) and others have indefinite 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 lives. We review the asset groups containing Amortizing Brands (including related tangible assets) for impairment whenever events or changes in circumstances indicate that the book value of an asset group may not be recoverable. An asset or asset group is considered impaired if its book value 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 book value 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 book value 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

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remaining life, and the market approach, which is based on market multiples of similar businesses. For the fiscal 2010 impairment test, both the income approach and the market approach were weighted 50% in our calculation of estimated fair value of our reporting units. Our reporting units are the same as our operating segments—Pet Products and Consumer Products—reflecting the way that we manage our business. Annually, we engage third-party valuation experts to assist in this process. Considerable management judgment is necessary in estimating future cash flows, market interest rates, discount rates 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 or goodwill during the three and six months ended October 31, 2010 and November 1, 2009. We did not recognize any impairment charge for our Non-Amortizing Brands during the three and six months ended October 31, 2010. During the three and six months ended November 1, 2009, we recognized an impairment charge of $3.0 million related to one of our Pet Products Non-Amortizing Brands and moved this brand (with remaining book value of $8.0 million) from Non-Amortizing to Amortizing Brands. While we currently believe the fair value of all of our intangible assets exceeds book value, materially different assumptions regarding future performance and discount rates could result in future impairment losses.

Stock Compensation 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 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 share units vest at a point in time, which may accelerate if certain stock performance measures are achieved.

Fair Value Method of Accounting. We follow the fair value method of accounting for stock-based compensation, under which employee stock option grants and other stock-based compensation are expensed over the vesting period, based on the fair value at the time the stock-based compensation is granted.

Our Assumptions. 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. 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. Expected stock volatility reflects movements in our stock price over a historical period that matches the expected life of the options. The risk-free interest rate is based on the expected U.S. Treasury rate over the expected life. The dividend yield assumption is based on our expectations regarding the future payment of dividends as of the grant date.

Valuation of Restricted Stock Units and Performance Share Units. The fair value of restricted stock units is calculated by multiplying the average of the high and low price of Del Monte’s common stock on the date of grant by the number of shares granted. The fair value of performance share units is determined based on a model which considers the estimated probability of possible outcomes. For stock awards that are not credited with dividends during the vesting period, the fair value of the stock award is reduced by the present value of the expected dividend stream during the vesting period.

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;

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• 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.

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 31, 2010, we reduced our estimate of retained-insurance liabilities related to prior year by approximately $0.6 million primarily as a result of favorable claims history. During the three and six months ended in November 1, 2009, we increased our estimate of retained-insurance liabilities related to prior year by approximately $3.4 million primarily as a result of the escalation in healthcare costs on open prior year claims. This increase was partially offset by $1.1 million reduction in retained insurance liabilities related to prior years as a result of the early closure of a claim.

Results of Operations

The following discussion provides a summary of operating results for the three and six months ended October 31, 2010, compared to the results for the three and six months ended November 1, 2009.

Net sales

	Three Months Ended
	October 31, 2010		November 1, 2009		Change			% Change			Volume (a)			Rate (b)
	(in millions, except percentages)
Net Sales
Pet Products	$	433.2	$	422.1	$	11.1			2.6	%		4.0	%		(1.4	%)
Consumer Products		507.7		536.8		(29.1	)		(5.4	%)		(4.1	%)		(1.3	%)
Total	$	940.9	$	958.9	$	(18.0	)		(1.9	%)
	Six Months Ended
	October 31, 2010		November 1, 2009		Change			% Change			Volume (a)			Rate (b)
	(in millions, except percentages)
Net Sales
Pet Products	$	860.5	$	834.4	$	26.1			3.1	%		4.1	%		(1.0	%)
Consumer Products		885.0		938.2		(53.2	)		(5.7	%)		(4.6	%)		(1.1	%)
Total	$	1,745.5	$	1,772.6	$	(27.1	)		(1.5	%)

(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. Volume changes in the above table include elasticity, the volume decline associated with price increases. 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 31, 2010 were $940.9 million, a decrease of $18.0 million, or 1.9%, compared to $958.9 million for the three months ended November 1, 2009. Net sales for the six months ended October 31, 2010 were $1,745.5 million, a decrease of $27.1 million, or 1.5%, compared to $1,772.6 million for the six months ended November 1, 2009. These decreases were driven by a more competitive promotional environment in retail and lower non-retail sales, which together impacted our sales volume in our Consumer Products segment. This was partially offset by increased sales volume in our Pet Products segment.

Net sales in our Pet Products segment were $433.2 million for the three months ended October 31, 2010, an increase of $11.1 million, or 2.6%, compared to $422.1 million for the three months ended November 1, 2009. Net sales in our Pet Products segment were $860.5 million for the six months ended October 31, 2010, an increase of $26.1 million, or 3.1%, compared to $834.4 million for the six months ended November 1, 2009. These increases were primarily driven by volume growth in existing dry pet food and pet snacks products. New product volume also contributed to the increase in net sales. In addition, pricing actions due to previously implemented package resizing was more than offset by increased trade spending.

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Net sales in our Consumer Products segment were $507.7 million for the three months ended October 31, 2010, a decrease of $29.1 million, or 5.4%, compared to $536.8 million for the three months ended November 1, 2009. Net sales in our Consumer Products segment were $885.0 million for the six months ended October 31, 2010, a decrease of $53.2 million, or 5.7%, compared to $938.2 million for the six months ended November 1, 2009. These decreases were primarily driven by reduced sales volume in existing products, partially offset by new product sales. For the three month period, the decrease in sales volume of existing products was driven by reduced tomato, vegetable and produce sales in retail, driven by higher promotional activity by our competitors and category softness in non-grocery channels. Net sales was also negatively impacted by South American sales primarily due to the devaluation of the Venezuelan currency in January 2010 and by decreased pricing in government bids for fruit. New product sales and the trade promotion adjustment mentioned in “Critical Accounting Policies and Estimates” above partially offset the decrease in net sales. For the six month period, the decrease in sales volume of existing products was driven by reduced retail sales of vegetables and tomatoes, as well as reduced lower margin vegetable and tomato sales in non-retail, primarily government sales. Net sales was also negatively impacted by South American sales primarily due to the devaluation of the Venezuelan currency in January 2010. New product sales and a benefit related to the trade promotion adjustment mentioned in “Critical Accounting Policies and Estimates” above partially offset the decrease in net sales.

Cost of products sold

Cost of products sold for the three months ended October 31, 2010 was $631.4 million, a decrease of $18.3 million, or 2.8%, compared to $649.7 million for the three months ended November 1, 2009. Cost of products sold for the six months ended October 31, 2010 was $1,169.3 million, a decrease of $34.2 million, or 2.8%, compared to $1,203.5 million for the six months ended November 1, 2009. These decreases were primarily due to continued productivity savings as well as lower overall volumes, and lower ingredient and raw products costs. In addition, costs in the three and six months ended October 31, 2010 benefitted from the settlement of a prior claim with a vendor.

Gross margin

Our gross margin percentage for the three months ended October 31, 2010 increased 70 points to 32.9% compared to 32.2% for the three months ended November 1, 2009. Gross margin was impacted by a 1.2 margin point increase related to the lower costs noted above and a 0.4 margin point increase due to product mix resulting primarily from increased dry pet food and pet snacks sales, partially offset by a 0.9 margin point decrease due to increased trade spending.

For the six months ended October 31, 2010, our gross margin percentage increased 90 points to 33.0% compared to 32.1% for the six months ended November 1, 2009. Gross margin was impacted by a 1.1 margin point increase related to the lower costs noted above and a 0.5 margin point increase due to product mix resulting primarily from increased dry pet food and pet snacks sales, partially offset by a 0.7 margin point decrease due to increased trade spending.

Selling, general and administrative expenses

Selling, general and administrative (“SG&A”) expense for the three months ended October 31, 2010 was $161.5 million, a decrease of $7.1 million, or 4.2%, compared to $168.6 million for the three months ended November 1, 2009. This decrease was primarily driven by a $4.3 million decrease in marketing expenses. In addition, the three months ended November 1, 2009 included a $3.0 million impairment charge related to one of our Pet brands and there was no such charge in the three months ended October 31, 2010.

SG&A expense for the six months ended October 31, 2010 was $308.8 million, an increase of $1.2 million, or 0.4%, compared to $307.6 million for the six months ended November 1, 2009. This increase was primarily driven by increased overhead costs. Although SG&A expense increased for the first six months of fiscal 2011, we expect total SG&A expense for the full fiscal year to decrease, primarily as a result of shifting marketing spending to fund trade promotions to address the competitive environment noted above.

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Operating income

	Three Months Ended
	October 31, 2010			November 1, 2009			Change			% Change
	(in millions, except percentages)
Operating Income
Pet Products	$	92.7		$	84.8		$	7.9			9.3	%
Consumer Products		74.4			72.5			1.9			2.6	%
Corporate (a)		(19.1	)		(16.7	)		(2.4	)		(14.4	%)
Total	$	148.0		$	140.6		$	7.4			5.3	%
	Six Months Ended
	October 31, 2010			November 1, 2009			Change			% Change
	(in millions, except percentages)
Operating Income
Pet Products	$	191.4		$	187.6		$	3.8			2.0	%
Consumer Products		108.7			104.6			4.1			3.9	%
Corporate (a)		(32.7	)		(30.7	)		(2.0	)		(6.5	%)
Total	$	267.4		$	261.5		$	5.9			2.3	%

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

Operating income for the three months ended October 31, 2010 was $148.0 million, an increase of $7.4 million, or 5.3%, compared to $140.6 million for the three months ended November 1, 2009. Operating income for the six months ended October 31, 2010 was $267.4 million, an increase of $5.9 million, or 2.3%, compared to $261.5 million for the six months ended November 1, 2009. These increases reflect the lower cost of products sold noted above, the trade promotion adjustment mentioned in “Critical Accounting Policies and Estimates” above, lower marketing investment and lower SG&A expense, partially offset by the lower net sales noted above.

Our Pet Products segment operating income increased by $7.9 million, or 9.3%, to $92.7 million for the three months ended October 31, 2010 from $84.8 million for the three months ended November 1, 2009. Our Pet Products segment operating income increased by $3.8 million, or 2.0%, to $191.4 million for the six months ended October 31, 2010 from $187.6 million for the six months ended November 1, 2009. These increases in operating income were driven by the increases in net sales noted above for both the three and six months ended October 31, 2010.

Our Consumer Products segment operating income increased by $1.9 million, or 2.6%, to $74.4 million for the three months ended October 31, 2010 from $72.5 million for the three months ended November 1, 2009. Our Consumer Products segment operating income increased by $4.1 million, or 3.9%, to $108.7 million for the six months ended October 31, 2010 from $104.6 million for the six months ended November 1, 2009. Lower costs, primarily due to productivity savings and a benefit from the settlement of a claim with a vendor, and lower marketing expense more than offset the decreased net sales noted above.

Interest expense

Interest expense decreased by $21.0 million, or 51.2%, to $20.0 million for the three months ended October 31, 2010 from $41.0 million for the three months ended November 1, 2009. Interest expense decreased by $25.5 million, or 39.1%, to $39.7 million for the six months ended October 31, 2010 from $65.2 million for the six months ended November 1, 2009. This decrease resulted primarily from the absence of prior year refinancing expenses of $16.6 million. This decrease was also driven by lower average interest rates and lower debt levels.

Provision for income taxes

The effective tax rate for continuing operations for the three months ended October 31, 2010 was 37.6% compared to 36.6% for the three months ended November 1, 2009. The effective tax rate for continuing operations for the six months ended October 31, 2010 was 37.6% compared to 37.2% for the six months ended November 1, 2009. The change in the tax rates for the three and six month periods was primarily due to benefits from new tax legislation during the second quarter of fiscal 2010.

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Reconciliation of Non-GAAP Financial Measures—Cash Flow

We report our financial results in accordance with generally accepted accounting principles in the United States (“GAAP”). In this quarterly report on Form 10-Q, we are also providing certain non-GAAP financial measures of cash flow. We internally use cash flow, which we define as cash provided by operating activities less cash used in investing activities, as a financial measure. Cash flow is one of the measures we use internally to compare our performance period-to-period and we believe this information is also helpful to investors. Cash flow does not represent the residual cash flow available for discretionary expenditures by us. For example, we have mandatory debt repayment obligations that are not deducted from the measure. The difference between “cash flow” and “net cash provided by operating activities,” which is the most comparable GAAP financial measure, is that cash flow reflects the impact of net cash provided by or used in investing activities. We caution investors that the non-GAAP financial measures presented are intended to supplement our GAAP results and are not a substitute for such results. Additionally, we caution investors that the non-GAAP financial measures used by us may differ from the non-GAAP measures used by other companies. The following table provides a reconciliation of cash flow for the periods indicated:

	Six Months Ended
	October 31, 2010			November 1, 2009
	(in millions)
Net cash used in operating activities	$	(88.5	)	$	(87.4	)
Net cash used in investing activities		(33.6	)		(45.7	)
Cash flow	$	(122.1	)	$	(133.1	)

Venezuela

In January 2010, the Venezuelan government announced its decision to devalue its currency and implement a two-tier exchange rate structure. As a result, the official exchange rate changed from 2.15 to 2.60 for essential goods and 4.30 for non-essential goods. We remeasure most income statement items of our Venezuelan subsidiary at the rate at which we expect to remit dividends, which currently is 4.30. Our Venezuelan subsidiary represents less than 1% of consolidated assets at October 31, 2010, and less than 3% of consolidated net sales and less than 2% of net income for the fiscal year ended May 2, 2010.

On May 17, 2010, the Venezuelan government enacted reforms to its foreign currency exchange control regulations to close down the parallel exchange market. On June 9, 2010, the Venezuelan government enacted additional reforms to its exchange control regulations and introduced a newly regulated foreign currency exchange system, Sistema de Transacciones con Titulos en Moneda Extranjera (“SITME”), which is controlled by the Central Bank of Venezuela (“BCV”). Foreign currency exchange transactions not conducted through the Venezuelan government’s Foreign Exchange Administrative Commission, CADIVI, or SITME may not comply with the exchange control regulations, and could therefore be considered illegal. The SITME imposes volume restrictions on the conversion of Venezuelan bolivar fuerte to US dollar, currently limiting such activity to a maximum equivalent of $350,000 per month. As a result of the enactment of the reforms to the exchange control regulations, we changed the rate we used to remeasure Venezuelan bolivar fuerte-denominated transactions from the parallel exchange rate to a rate approximating the SITME rate specified by the BCV, which was quoted at 5.30 Venezuelan bolivar fuertes per US dollar on October 31, 2010, and resulted in an immaterial impact to our income statement for the three and six months ended October 31, 2010.

Inflation in Venezuela has been at high levels over the past several years. We monitor the cumulative inflation rate using the blended Consumer Price Index and National Consumer Price Index. Based upon the three-year cumulative inflation rate, we began treating Venezuela as a highly inflationary economy effective with the beginning of the fourth quarter of fiscal 2010. Accordingly, the functional currency for our Venezuelan subsidiary is the U.S. dollar and beginning in the fourth quarter of fiscal 2010 the impact of Venezuelan currency fluctuations is recorded in earnings.

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, share repurchases and other general business purposes. We have also used cash for acquisitions and expenditures related to our transformation plan announced in June 2006. Although we expect to continue to pay dividends, the declaration and payment of future

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dividends, if any, is subject to determination by our Board of Directors each quarter and is limited by our senior credit facility, indentures and the Merger Agreement. 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 repurchase plans. Our primary sources of cash are typically funds we receive as payment for the products we produce and sell and from our revolver under our senior credit facility.

As of October 31, 2010, we had made contributions to our defined benefit pension plan of $40.0 million in fiscal year 2011. As of November 1, 2009, we had made fiscal 2010 contributions of $36.7 million. We currently meet and plan to continue to meet the minimum funding levels required under the Pension Protection Act of 2006 (the “Act”). The Act imposes certain consequences on our defined benefit plan if it does not meet the minimum funding levels. In addition, the Act encourages, but does not require, employers to fully fund their defined benefit pension plans and to meet incremental plan funding thresholds applicable prior to 2011. We have made contributions in excess of our required minimum amounts during fiscal 2009, fiscal 2010 and fiscal 2011. As a result of this incremental funding combined with better than expected plan financial returns, we have achieved the specified plan funding thresholds for the 2007 through 2010 plan years. Due to uncertainties about future funding levels as well as plan financial returns, we cannot predict definitively at this time whether we will continue to achieve specified plan funding thresholds and fully fund our plan by 2011. The Act has resulted in, and in the future may additionally result in, accelerated funding of our defined benefit pension plan. We currently do not expect to make any further contributions in fiscal 2011.

We believe that cash flow from operations and availability under our revolver 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.

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

	October 31, 2010		May 2, 2010
	(in millions)
Short-term borrowings:
Revolver	$	215.5	$	—
Other		6.4		5.6
	$	221.9	$	5.6
Long-term debt:
Term A Loan	$	577.5	$	592.5
6 3/4% senior subordinated notes		250.0		250.0
7 1/2% senior subordinated notes		450.0		450.0
		1,277.5		1,292.5
Less unamortized discount on the 7 1/2% senior subordinated notes		6.9		7.3
Less current portion		30.0		30.0
	$	1,240.6	$	1,255.2

Description of Senior Credit Facility and Senior Subordinated Notes

The summary of our indebtedness and restrictive and financial covenants set forth below is qualified by reference to our senior credit facility, our senior subordinated note indentures, and the amendments thereto, all of which are set forth as exhibits to our public filings with the Securities and Exchange Commission (“SEC”).

Senior Credit Facility

The Senior Credit Facility, dated January 29, 2010, consists of a $500.0 million five-year revolving credit facility (the “Revolver”) and a $600.0 million five-year term A loan facility (the “Term A Facility”). The Senior Credit Facility also provides that, under certain conditions, we may increase the aggregate principal amount of loans outstanding thereunder by up to $500.0 million, subject to receipt of additional lending commitments for such loans. The Revolver includes a letter of credit subfacility of $150.0 million.

Del Monte Corporation (“DMC”) is the borrower under the Senior Credit Facility. DMC’s obligations under the Senior Credit Facility are secured by a lien on substantially all of its assets. DMC’s obligations under the Senior Credit Facility are also guaranteed by Del Monte Foods Company (“DMFC”). The obligations of DMFC under its guaranty are secured by a pledge of the stock of DMC.

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The Senior Credit Facility contains customary restrictive covenants (including financial covenants), events of default, funding conditions, yield protection provisions, representations and warranties and other customary provisions for senior secured credit facilities.

Revolver. We use the Revolver, in part, to fund our seasonal working capital needs, which are affected by, among other things, the growing cycles of the fruits, vegetables and tomatoes we process, and for other general corporate purposes. The vast majority of our fruit, vegetable and tomato inventories are produced during the harvesting and packing months of June through October and depleted through the remaining seven months. Accordingly, our need to draw on the Revolver fluctuates significantly during the year.

Initially, borrowings under the Revolver bore interest at an interest rate equal to, at our option, either (a) the alternate base rate as defined in the Senior Credit Facility (the “Base Rate”) plus 1.75% per annum, or (b) the Eurodollar Rate as defined in the Senior Credit Facility (the “Eurodollar Rate”) plus 2.75% per annum. From and after the six-month anniversary of the Senior Credit Facility, the margins over the Base Rate and Eurodollar Rate applicable to loans outstanding under the Revolver may be adjusted periodically based on our total debt ratio (as calculated pursuant to the Senior Credit Facility), with 2.75% being the maximum Eurodollar Rate margin and 1.75% being the maximum Base Rate margin. Effective July 29, 2010, the Base Rate and Eurodollar Rate margins were reduced to 1.375% and 2.375%, respectively, as a result of our achieving a lower total debt ratio. Additionally, to maintain availability of funds under the Revolver, we pay a commitment fee on the unused portion of the Revolver. From and after the six-month anniversary of the Senior Credit Facility, the commitment fee percentage may be adjusted periodically based on our total debt ratio, with 0.50% being the maximum commitment fee percentage. The commitment fee was initially 0.50% and was reduced to 0.375% as of July 29, 2010 as a result of our achieving a lower total debt ratio. Availability of borrowings under the Revolver is subject to a bringdown of the representations and warranties in our Senior Credit Facility and the absence of any default thereunder (including any such default under our financial and other covenants in our Senior Credit Facility described below). The Revolver will mature, and the commitments thereunder will terminate, on January 30, 2015.

We borrowed $309.3 million from the Revolver during the three months ended October 31, 2010. A total of $143.8 million was repaid during the three months ended October 31, 2010. During the six months ended October 31, 2010 we borrowed $388.1 million from the Revolver and repaid $172.6 million. As of October 31, 2010, the amount of letters of credit issued under the Revolver was $62.0 million and the net availability under the Revolver was $222.5 million. The blended interest rate on the Revolver was approximately 2.68% on October 31, 2010.

Term A Facility. Initially, borrowings under the Term A Facility bore interest at a rate equal to, at our option, either (a) the Base Rate plus 1.75% per annum, or (b) the Eurodollar Rate plus 2.75% per annum. From and after the six-month anniversary of the Senior Credit Facility, the margins over the Base Rate and Eurodollar Rate applicable to the Term A Facility may be adjusted periodically based on our total debt ratio, with 2.75% being the maximum Eurodollar Rate margin and 1.75% being the maximum Base Rate margin. Effective July 29, 2010, the Base Rate and Eurodollar Rate margins were reduced to 1.375% and 2.375%, respectively, as a result of our achieving a lower total debt ratio.

The Term A Facility requires amortization in the form of scheduled principal payments of $7.5 million per fiscal quarter from April 30, 2010 to October 24, 2014. The remaining balance of $457.5 million is due in full on the maturity date of January 30, 2015. Scheduled amortization payments with respect to the Term A Facility are subject to reduction on a pro rata basis upon mandatory and voluntary prepayments on terms and conditions set forth in the Senior Credit Facility. Unlike amounts repaid under the Revolver, any amounts we repay under the Term A Facility may not be reborrowed. As of October 31, 2010, the amount outstanding under the Term A Facility was $577.5 million and the interest rate payable was 2.67%.

On August 13, 2010, we entered into an interest rate swap, with a notional amount of $300.0 million, as the fixed rate payer. The interest rate swap fixes LIBOR at 1.368% for the term of the swap. The swap has an effective date of February 1, 2011 and a maturity date of February 3, 2014.

Senior Subordinated Notes

On October 1, 2009, we consummated a private placement offering of our senior subordinated notes due October 2019 with an aggregate principal amount of $450.0 million and a stated interest rate of 7 ¹/2% (the “7 ¹/2% Notes”).

Interest on the 7 ¹/2% Notes is payable semi-annually on April 15 and October 15 of each year commencing April 15, 2010. Certain subsidiaries of DMC initially guaranteed DMC’s obligations under the 7 ¹/2% Notes, but such guarantees were released pursuant to their terms effective as of January 21, 2010. The 7 ¹/2% Notes are guaranteed by DMFC. We have the option to redeem the 7 ¹/2% Notes at a premium at any time before October 14, 2017, and at face value beginning on October 14, 2017, subject to the concurrent payment of accrued and unpaid interest, if any, upon redemption. All of the 7 ¹/2% Notes were exchanged for substantially identical registered notes pursuant to an exchange offer that was consummated on July 9, 2010 and all references to 7 ¹/2% Notes in this quarterly report on Form 10-Q include such substantially identical registered notes.

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Through a private placement offering on February 8, 2005, DMC issued $250.0 million principal amount of 6 ³/4% senior subordinated notes due February 15, 2015 (the “6 ³/4% Notes”) with interest payable semi-annually on February 15 and August 15 of each year commencing August 15, 2005. Certain subsidiaries of DMC had guaranteed DMC’s obligations under the 6 ³/4% Notes, but such guarantees were released pursuant to their terms effective as of January 21, 2010. The 6 ³/4% Notes are guaranteed by DMFC. We have the option to redeem the 6 ³/4% Notes at a premium beginning on February 15, 2010 and at face value beginning on February 15, 2013, subject to the concurrent payment of accrued and unpaid interest, if any, upon redemption. Substantially all of the 6 ³/4% Notes were exchanged for substantially identical registered notes pursuant to an exchange offer that was consummated on December 28, 2005 and all references to 6 ³/4% Notes in this quarterly report on Form 10-Q include such substantially identical registered notes.

The indentures governing our 7 ¹/2% Notes and our 6 ³/4% Notes contain customary restrictive covenants, events of default and other customary provisions for such indentures.

Maturities

Scheduled maturities of our long-term debt are $15.0 million for the remainder of fiscal 2011. Scheduled maturities of long-term debt for each of the five succeeding fiscal years are as follows (in millions):

2012	$	30.0
2013		30.0
2014		30.0
2015		722.5
2016		—
Thereafter		450.0

Restrictive and Financial Covenants

Our Senior Credit Facility and the indentures governing our senior subordinated notes contain restrictive covenants that limit our ability and the ability of our subsidiaries to take certain actions. Our Senior Credit Facility also contains financial covenants.

Senior Credit Facility Covenants. The restrictive covenants in our Senior Credit Facility include covenants limiting DMC’s ability, and the ability of its subsidiaries, to incur or guarantee indebtedness, to incur liens, sell assets, including pursuant to sale-leaseback transactions (other than sales of inventory in the ordinary course of business), consummate asset sales, acquisitions or mergers, make loans and investments, enter into transactions with affiliates, pay dividends on or redeem or repurchase capital stock, prepay certain indebtedness, and agree to restrictions on subsidiary dividends and other payments. Certain covenants in the Senior Credit Facility apply to DMFC as well as DMC. The Senior Credit Facility also limits our ability to agree to certain change of control transactions, because a “change of control” (as defined in the Senior Credit Facility) results in an event of default.

The financial covenants in our Senior Credit Facility include a maximum total debt ratio and a minimum fixed charge coverage ratio. The maximum permitted total debt ratio decreases over time and the minimum fixed charge coverage ratio increases over time. Our compliance with these financial covenants is tested on a quarterly basis. The acceptable ratio levels of these financial covenants are designed to provide us with a reasonable degree of flexibility to account for normal variances in our operating results. Since different factors impact our financial covenants in unique ways, any of our financial covenants could become, at a point in time, the most restrictive of our financial covenants, depending upon our operating results and financial activities. As noted under “Revolver” above, availability of borrowings under the Revolver under our Senior Credit Facility is subject to our financial and other covenants, among other things.

Senior Subordinated Note Indenture Covenants. As a general matter, the restrictive covenants set forth in our indentures are less restrictive than the comparable covenants in our Senior Credit Facility. The restrictive covenants in the indenture governing our 7 ¹/2% Notes are similar to the restrictive covenants in the indenture governing our 6 ³/4% Notes.

The restrictive covenants in our senior subordinated note indentures include covenants limiting the ability of DMC, and the ability of DMC’s restricted subsidiaries (as defined in the indentures), to pay dividends on or redeem or repurchase capital stock, make loans and investments, enter into transactions with affiliates, incur additional indebtedness, enter into contingent obligations (including guaranties), sell assets (other than in the ordinary course of business), incur liens, agree to restrictions on subsidiary dividends and other payments, and enter into consolidations or mergers. We have the option, subject to certain conditions, to designate any or all of DMC’s subsidiaries as unrestricted subsidiaries under one or both of the senior subordinated note indentures, which such designation would exempt each subsidiary so designated from many of the restrictive covenants in the indentures. To date, we have not exercised the option to designate any subsidiary as “unrestricted.” The restrictive covenants in our senior subordinated note indentures include a covenant limiting the ability of DMFC to enter into any consolidation, merger or sale of substantially all of its assets. In addition, the indentures limit our ability to agree to certain change of control transactions, because a “change of control” (as defined in the indentures) may under certain conditions result in a requirement for us to make a change of control purchase offer to the noteholders at

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a price equal to 101% of the principal amount plus accrued interest. The senior subordinated note indentures do not contain financial covenants, but do require us to meet certain financial ratio requirements as a condition to taking certain actions (including, under certain circumstances, incurring additional indebtedness). Each indenture contains a provision pursuant to which certain of the restrictive covenants set forth therein will be suspended at any time that the applicable notes are rated “investment grade,” as defined in such indenture, if at such time no default or event of default has occurred and is continuing.

Effect of restrictive and financial covenants. The restrictive and financial covenants in our Senior Credit Facility and indentures described above may adversely affect our ability to finance our future operations or capital needs or engage in other business activities that may be in our interest or the interest of our stockholders, such as acquisitions, future stock repurchases or dividends.

We believe that we are currently in compliance with all of our restrictive and financial covenants and were in compliance therewith as of October 31, 2010. 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 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.

Share Repurchases

On June 22, 2010, we entered into an accelerated stock buyback agreement (“ASB”) with Goldman, Sachs & Co. (“Goldman Sachs”). Under the ASB, we paid Goldman Sachs $100 million on June 25, 2010 from available cash on hand and received 6,215,470 shares of our common stock from Goldman Sachs on that date. Final settlement of this agreement occurred on August 2, 2010, resulting in our receiving an additional 885,413 shares of our common stock. The total number of shares that we ultimately repurchased under the ASB was generally based on the average daily volume-weighted average share price of our common stock over the duration of the transaction. The repurchased shares are being held in treasury.

Cash Flow

During the six months ended October 31, 2010, our cash and cash equivalents decreased by $33.5 million and during the six months ended November 1, 2009, our cash and cash equivalents decreased by $123.8 million.

	Six Months Ended
	October 31, 2010			November 1, 2009
	(in millions)
Net Cash Used in Operating Activities	$	(88.5	)	$	(87.4	)
Net Cash Used in Investing Activities		(33.6	)		(45.7	)
Net Cash Provided by Financing Activities		88.9			8.8

Operating Activities. Cash used in operating activities for the six months ended October 31, 2010 was $88.5 million, compared to $87.4 million for the six months ended November 1, 2009. 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 used in investing activities for the six months ended October 31, 2010 was $33.6 million compared to $45.7 million for the six months ended November 1, 2009 and consisted entirely of capital spending. Capital spending for the remainder of fiscal 2011 is expected to approximate $55 million to $75 million and is expected to be funded by cash generated by operating activities.

Financing Activities. Cash provided by financing activities for the six months ended October 31, 2010 was $88.9 million compared to $8.8 million for the six months ended November 1, 2009. During the six months ended October 31, 2010, we repurchased $100.0 million of our common stock. During the first six months of fiscal 2011, we borrowed a net of $216.3 million in short-term borrowings as a result of incurring seasonal borrowings for operations, compared to net borrowings of $62.0 million during the first six months of fiscal 2010. In addition, during the six months ended October 31, 2010 and November 1, 2009, we made repayments of $15.0 million and $16.2 million, respectively, towards our outstanding term loan principal. In addition, during the six months ended November 1, 2009, in connection with the refinancing of our senior subordinated notes, we received net proceeds from the issuance of new notes of $442.3 million, repaid $440.5 million of old notes and paid $24.4 million of costs related to the refinancing. We also paid $27.5 million and $17.8 million in dividends during the six months ended October 31, 2010 and November 1, 2009, respectively.

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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, transportation 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. We believe that the use of derivative instruments to manage risk is in our best interest.

During the six months ended October 31, 2010, 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 (to the extent effective) affect the 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 Revolver 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.

From time to time, 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 August 13, 2010, we entered into an interest rate swap with a notional amount of $300.0 million, as the fixed rate payer. The interest rate swap fixes LIBOR at 1.368% for the term of the swap. The swap has an effective date of February 1, 2011 and a maturity date of February 3, 2014. A formal cash flow hedge accounting relationship was established between the swap and a portion of our interest payment on our floating rate debt.

The fair value of our swap was recorded as a current liability of $1.5 million and a non-current liability of $3.3 million as of October 31, 2010.

Assuming average floating rate loans during the period, a hypothetical one percentage point increase in interest rates would have increased interest expense by approximately $3.0 million and $2.6 million for the six months ended October 31, 2010 and November 1, 2009, respectively.

Commodities: Certain commodities such as soybean meal, corn, wheat, soybean oil, diesel fuel and natural gas (collectively, “commodity contracts”) are used in the production or transportation of our products. As part of our commodity risk management activities, we use derivative financial instruments, primarily futures, swaps, options and swaptions (an option on a swap), to reduce the effect of changing prices and as a mechanism to procure the underlying commodity where applicable. 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.

On October 31, 2010, the fair values of our commodities hedges were recorded as current assets of $14.9 million and current liabilities of $2.9 million. On May 2, 2010, the fair values of our commodities hedges were recorded as current assets of $11.1 million and current liabilities of $2.5 million.

The sensitivity analyses presented below reflect potential losses of fair value resulting from hypothetical changes in market prices related to commodities. Sensitivity analyses do not consider the actions we may take to mitigate our exposure to changes, nor do they consider the effects such hypothetical adverse changes may have on overall economic activity. Actual changes in market prices may differ from hypothetical changes.

	October 31, 2010		May 2, 2010
	(in millions)
Effect of a hypothetical 10% change in fair value
Commodity Contracts	$	8.1	$	13.9

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 24 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 part of cost of products sold or other income or expense.

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The table below presents our foreign currency derivative contracts as of October 31, 2010 and May 2, 2010. All of the foreign currency derivative contracts held on May 2, 2010 are scheduled to mature prior to the end of fiscal 2012.

	October 31, 2010		May 2, 2010
Contract Amount (Mexican pesos) ($ in millions)	$	34.3	$	22.5
Contract Amount ($CAD) (in millions)		15.1		29.0

A summary of the fair value and the market risk associated with a hypothetical 10% adverse change in foreign currency exchange rates on our foreign currency hedges is as follows:

	2010			2010
	(in millions)
Fair value of foreign currency contracts, net asset (liability)	$	3.2		$	4.0
Potential net loss in fair value of a hypothetical 10% adverse change in currency exchange rates		(5.0	)		(5.4	)

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 Foods Company 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.

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.

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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 Part I, Item 4 of the quarterly report on Form 10-Q 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 our legal proceedings since the legal proceedings reported in the 2010 Annual Report.

On November 25, 2010, we announced that we had signed a definitive agreement (the “Merger Agreement”) under which an investor group led by funds affiliated with Kohlberg Kravis Roberts & Co. L.P. (“KKR”), Vestar Capital Partners (“Vestar”) and Centerview Partners (“Centerview”) will acquire all of our outstanding stock for $19.00 per share in cash (the “Transaction”). We have subsequently been named as a defendant in six putative class actions related to the Transaction.

We are a defendant in the following cases:

• Vivian Golombuski and all others similarly situated v. Del Monte, each member of the board of directors of the Company (together, the “Directors”), and KKR, Vestar, Centerview, Blue Acquisition Group, Inc. (“Blue Group”) and Blue Merger Sub, Inc. (“Blue Sub”) (together, the “Buyers”) filed on November 30, 2010, in Delaware Chancery Court;

• Thomas Germanos and all others similarly situated v. Del Monte, the Directors, KKR, Vestar and Centerview filed on December 1, 2010, in Superior Court in San Francisco, California;

• Libby Kaiman and all others similarly situated v. Del Monte, the Directors and the Buyers filed on December 1, 2010, in Superior Court in San Francisco, California;

• Rena Nadoff, custodian for Michael Jaroslawicz, and all others similarly situated v. Del Monte, the Directors and the Buyers filed on December 1, 2010, in Superior Court in San Francisco, California;

• Thomas Rieth and all others similarly situated v. Del Monte, the Directors, KKR, Vestar and Centerview filed on December 1, 2010, in Superior Court in San Francisco, California; and

• James Sinor and all others similarly situated v. Del Monte, the Directors and the Buyers filed on December 1, 2010, in Superior Court in San Francisco, California.

The named plaintiffs in these six cases allege breach, and aiding and abetting breach, of the Directors’ fiduciary duty to our stockholders. Specifically, the complaints allege that the Directors breached their fiduciary duty to the stockholders by agreeing to sell the Company at a price that is unfair and inadequate and by agreeing to certain preclusive deal protection devices in the Merger Agreement. The complaints further allege that some or all of the Buyers and, in some instances, we, aided and abetted in the Directors’ breach of their fiduciary duty. The complaints seek injunctive relief, rescission of the Merger Agreement, an accounting for all damages suffered by class members and attorneys’ fees. We intend to deny these allegations and to vigorously defend ourselves.

On September 30, 2010, a class action complaint was served against us, to be filed in Hennepin County, Minnesota, alleging wage and hour violations of the Fair Labor Standards Act (“FLSA”). The complaint was served on behalf of five named plaintiffs and all others similarly situated at a manufacturing facility in Minnesota. Specifically, the complaint alleges that we violated the FLSA and state wage and hour laws by failing to compensate plaintiffs and other similarly situated workers unpaid overtime. The plaintiffs are seeking compensatory and statutory damages. Additionally, the plaintiffs are seeking class certification. On November 5, 2010, in connection with our removal of this case to the U.S. District Court for the District of Minnesota, the complaint was filed along with our answer. We also filed a motion for partial dismissal on November 5, 2010. We deny plaintiffs’ allegations and plan to vigorously defend ourselves. We cannot at this time reasonably estimate a range of exposure, if any, of the potential liability.

The following legal proceedings were previously reported in the 2010 Annual Report:

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On October 13, 2009, Kara Moline and Debra Lowe filed a class action complaint against us in San Francisco Superior Court, alleging violations of California’s False Advertising Act, Unfair Competition Law, and Consumer Legal Remedies Act. Specifically, the plaintiffs alleged that we engaged in false and misleading advertising in the labeling of Nature’s Recipe Farm Stand Selects dog food. The plaintiffs sought injunctive relief, disgorgement of profits in an undisclosed amount, and attorneys’ fees. Additionally, the plaintiffs sought class certification. We denied plaintiffs’ allegations. The parties reached a settlement agreement which was approved by the Court on November 9, 2010. Under the settlement, we agreed to pay $0.2 million and to modify the labels of the relevant products in the future.

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 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. Additionally, Fresh Del Monte alleges that it has the exclusive right under the trademark license agreement to sell Del Monte branded pineapple, melon, berry, papaya and banana products in the refrigerated produce section. Fresh Del Monte also alleges that our advertising for certain of the alleged infringing 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 its refrigerated products. On October 23, 2008, the Court denied that motion. We deny Fresh Del Monte’s allegations and are vigorously defending 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 Del Monte’s “medley” products (vegetables with a dipping sauce or fruit with a caramel sauce) violate the trademark license agreement. On November 10, 2010, Fresh Del Monte filed a motion for partial summary judgment. We intend to oppose that motion. We cannot at this time reasonably estimate a range of exposure, if any, of the potential liability.

Beginning with the pet food recall announced by Menu Foods, Inc. in March 2007, many major pet food manufacturers, including us, 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 our 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.

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 the U.S. District Court for the Western District of Missouri;

• Tompkins v. Del Monte filed on July 13, 2007 in the 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

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settlement, certifying the class and dismissing the complaints against the defendants, including us. The total settlement was $24.0 million. The portion of our contribution to this settlement was $0.25 million, net of insurance recovery. Four class members have filed objections to the settlement, which objections have been denied by the Court. On December 3, 2008 and December 12, 2008, these class members filed Notices of Appeal.

The Picus Case. 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. 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 our motion in part. On December 14, 2007, other defendants in the case filed a motion to deny class certification. On March 16, 2009, the Court granted the motion to deny class certification. On March 25, 2009, the plaintiffs filed an appeal of the Court’s decision. On June 30, 2009, the Court of Appeals denied plaintiffs’ appeal.

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 seafood business), including proceedings involving product liability claims, workers’ 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.

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.

For example:

There are risks and uncertainties associated with the proposed merger with an investor group led by funds affiliated with Kohlberg Kravis Roberts & Co. L.P., Vestar Capital Partners and Centerview Partners (collectively, the “Sponsors”).

On November 24, 2010, we entered into a merger agreement (the “Merger Agreement”), providing for the acquisition of the Company by Blue Acquisition Group, Inc. (“Parent”), an entity formed by affiliates of the Sponsors. Pursuant to the merger agreement, Blue Merger Sub Inc., a wholly-owned subsidiary of Parent, will be merged (the “merger”) with and into the Company, with the Company being the surviving corporation. There are a number of risks and uncertainties relating to the merger. For example:

• the merger may not be consummated or may not be consummated as currently anticipated;

• there can be no assurance that Parent will obtain the necessary equity and debt financing contemplated by the commitment letters received in connection with the merger or that the financing will be sufficient to complete the merger and the transactions contemplated thereby;

• there can be no assurance that approval of our stockholders and the requisite regulatory approvals will be obtained;

• there can be no assurance other conditions to the closing of the merger will be satisfied or waived or that other events will not intervene to delay or result in the termination of the merger;

• if the proposed merger is not completed, the share price of our common stock may change to the extent that the current market price of our common stock reflects an assumption that the merger will be consummated;

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• failure of the merger to close, or a delay in its closing, may have a negative impact on our ability to pursue alternative strategic transactions or our ability to implement alternative business plans;

• under certain circumstances, if the Merger Agreement is terminated, we will be required to pay a termination fee;

• pending the closing of the merger, the Merger Agreement restricts us from engaging in certain actions without Parent’s approval, which could prevent us from pursuing opportunities that may arise prior to the closing of the merger;

• any delay in completing, or the failure to complete, the merger could have a negative impact on our business, stock price and our relationships with our customers or suppliers; and

• the attention of our management may be directed to transaction-related considerations and may be diverted from the day-to-day operations of our business and pursuit of our strategic initiatives.

In addition, we have incurred, and will continue to incur, significant costs, expenses and fees for professional services and other transaction costs in connection with the proposed merger, and many of these fees and costs are payable by us regardless of whether or not the merger is consummated.

In addition to the foregoing, other conditions may affect our business, financial condition and results of operations, and could cause actual results to differ materially from those contained in or suggested by any forward-looking statement. These factors include, among others:

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

• our ability to maintain or increase prices and persuade consumers to purchase our branded products versus lower-priced branded and private label offerings;

• shifts in consumer purchases to lower-priced or other value offerings, particularly during economic downturns;

• our ability to implement productivity initiatives to control or reduce costs;

• cost and availability of inputs, commodities, ingredients and other raw materials, including without limitation, energy (including natural gas), fuel, packaging, fruits, vegetables, tomatoes, grains (including corn), sugar, spices, meats, meat by-products, soybean meal, water, fats, oils and chemicals;

• logistics and other transportation-related costs;

• sufficiency and effectiveness of marketing and trade promotion programs;

• our ability to launch new products and anticipate changing pet and consumer preferences;

• performance of our pet products business and packaged produce sales;

• our debt levels and ability to service our debt and comply with covenants;

• the failure of the financial institutions that are part of the syndicate of our revolving credit facility to extend credit to us;

• product distribution;

• the loss of significant customers or a substantial reduction in orders from these customers or the financial difficulties, bankruptcy or other business disruption of any such customer;

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

• hedging practices and the financial health of the counterparties to our hedging programs;

• currency and interest rate fluctuations;

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

• impairments in the book value of goodwill or other intangible assets;

• strategic transaction endeavors, if any, including identification of appropriate targets and successful implementation;

• adverse weather conditions, natural disasters, pestilences and other natural conditions that affect crop yields or other inputs or otherwise disrupt operations;

• contaminated ingredients;

• allegations that our products cause injury or illness, product recalls and product liability claims and other litigation;

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

• any disruption to our manufacturing or supply chain, particularly any disruption in or shortage of seasonal pack;

• pension costs and funding requirements;

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• risks associated with foreign operations;

• protecting our intellectual property rights or intellectual property infringement or violation claims;

• failure of our information technology systems; and

• transformative plans.

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 2010 Annual Report.

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

(a) NONE.

(b) NONE.

(c) The following table provides information about purchases we made of our common stock during the six-month period ended October 31, 2010:

Period	Total Number of Shares Purchased (1)		Average Price Paid per Share			Total Number of Shares Purchased as Part of Publicly Announced Program (1)		Approximate Dollar Value of Shares that May Yet Be  Purchased Under the Program (1)
May 3 - 30, 2010		—		—			—		—
May 31 - June 27, 2010		6,215,470		(1	)		6,215,470	$	250,000,000
June 28 - August 1, 2010		—		—			—		250,000,000
August 2 - 29, 2010		885,413		(1	)		885,413		250,000,000
August 30 - September 26, 2010		—		—			—		250,000,000
September 27 - October 31, 2010		—		—			—		250,000,000
Total		7,100,883	$	14.08			7,100,883	$	250,000,000

(1) On June 10, 2010, we announced that our Board had authorized the repurchase of up to $350.0 million of our common stock over three years. Under this authorization, repurchases of our common stock may be made from time to time through a variety of methods, including accelerated stock buybacks, open market purchases, privately negotiated transactions and block transactions. Under this authorization, on June 22, 2010, we entered into an accelerated stock buyback agreement (“ASB”) with Goldman, Sachs & Co. (“Goldman Sachs”). Under the ASB, we paid Goldman Sachs $100 million on June 25, 2010 from available cash on hand and received 6,215,470 shares of our common stock from Goldman Sachs on that date. Final settlement of this agreement occurred on August 2, 2010, resulting in our receiving an additional 885,413 shares of our common stock. The total number of shares that we ultimately repurchased under the ASB was generally based on the average daily volume-weighted average share price of our common stock over the duration of the transaction. The average price of the repurchased shares under the ASB was $14.08 per share.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

NONE.

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ITEM 4. [RESERVED]

ITEM 5. OTHER INFORMATION

(a) NONE.

(b) NONE.

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ITEM 6. EXHIBITS

(a) Exhibits.

Exhibit		Incorporated by Reference
Number	Description	Form	Exhibit	Filing Date
2.1	Agreement and Plan of Merger, dated as of November 24, 2010, by and among Blue Acquisition Group, Inc., a Delaware corporation, Blue Merger Sub Inc., a Delaware corporation, and Del Monte Foods Company, a Delaware corporation.	8-K	2.1	November 30, 2010
*3.1	Amended and Restated Certificate of Incorporation of Del Monte Foods Company approved by stockholders on September 23, 2010 and filed with the Secretary of State of the State of Delaware on September 24, 2010 (previously included as Annex A to the Company’s definitive proxy statement filed August 16, 2010)
10.1	Form of Del Monte Foods Company 2002 Stock Incentive Plan Restricted Stock Unit Award Agreement	8-K	10.1	September 28, 2010
*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 Performance Shares Agreement
*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 pursuant to Rule 13-14(b) of the Exchange Act and 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 pursuant to Rule 13-14(b) of the Exchange Act and U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
^101.INS	XBRL Instance Document
^101.SCH	XBRL Taxonomy Extension Schema Document
^101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
^101.LAB	XBRL Taxonomy Extension Label Linkbase Document
^101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document

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* filed herewith

^ furnished herewith

XBRL (eXtensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, and otherwise is not subject to liability under these sections.

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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 7, 2010

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EX-3.1

Exhibit 3.1

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF

DEL MONTE FOODS COMPANY

Del Monte Foods Company, a corporation organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”), hereby certifies as follows:

1. The original Certificate of Incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on April 20, 1998 under the name Del Monte Foods Company.

2. This Amended and Restated Certificate of Incorporation restates, integrates and further amends the Certificate of Incorporation of the Corporation.

3. This Amended and Restated Certificate of Incorporation and the amendments to the Certificate of Incorporation contained herein were duly adopted in accordance with the provisions of Section 242 and 245 of the General Corporation Law of the State of Delaware.

4. The Certificate of Incorporation of the Corporation is hereby restated, integrated and further amended to read in its entirety as follows:

ARTICLE I - NAME

The name of the company is Del Monte Foods Company (the “Corporation”).

ARTICLE II - AGENT

The registered office of the Corporation is located at 1209 Orange Street, in the City of Wilmington, in the County of New Castle, in the State of Delaware. The name of its registered agent at that address is The Corporation Trust Company.

ARTICLE III - PURPOSE

The purposes for which the Corporation is formed are to engage in any lawful act or activity for which corporations may be organized and incorporated under the General Corporation Law of the State of Delaware.

ARTICLE IV - STOCK

Section 1. Authorized Stock. The aggregate number of shares which the Corporation shall have authority to issue is 502,000,000 of which 2,000,000 of said shares shall be par value $0.01, and shall be designated Preferred Stock, and 500,000,000 of said shares shall be par value $0.01 per share, and shall be designated Common Stock.

Section 2. Preferred Stock. Subject to the limitations and in the manner provided by law, shares of the Preferred Stock may be issued from time to time in series and the Board of Directors of the Corporation is hereby authorized to establish and designate series of the Stock, to fix the number of shares constituting each series, and to fix the designations and the relative rights, preferences and limitations of the shares of each series and the variations in the relative rights, preferences and limitations as between series, and to increase and to decrease the number of shares constituting each series. Subject to the limitations and in the manner provided by law, the authority of the Board of Directors of the Corporation with respect to each series shall include but shall not be limited to the authority to determine the following:

(a) The designation of such series.

(b) The number of shares initially constituting such series.

(c) The increase, and the decrease to a number not less than the number of the outstanding shares of such series, of the number of shares constituting such series theretofore fixed.

(d) The rate or rates and the times at which dividends on the shares of such series shall be paid, the form in which such dividends shall be paid or payable (which may include additional shares of capital stock of the Corporation) and whether or not such dividends shall be cumulative and, if such dividends shall be cumulative, the date or dates from and after which they shall accumulate; provided, however, that, if the stated dividends are not paid in full, the shares of all series of the Preferred Stock ranking pari passu shall share ratably in the payment of dividends, including accumulations, if any, in accordance with the sums which would be payable on such shares if all dividends were declared and paid in full.

(e) Whether or not the shares of such series shall be redeemable and, if such shares shall be redeemable, the terms and conditions of such redemption, including but not limited to the date or dates upon or after which such shares shall be redeemable and the amount per share which shall be payable upon such redemption, which amount may vary under different conditions and at different redemption dates.

(f) The amount payable on the shares of such series in the event of the voluntary or involuntary liquidation, dissolution or winding up of the Corporation; provided, however, that the holders of such shares shall be entitled to be paid, or to have set apart for payment, not less than $.01 per share before the holders of shares of the Common Stock or the holders of any other class or series of stock ranking junior to the Preferred Stock as to rights on liquidation shall be entitled to be paid any amount or to have any amount set apart for payment; and provided further, that, if the amounts payable on liquidation are not paid in full, the shares of all series of the Preferred Stock ranking pari passu shall share ratably in any distribution of assets other than by way of dividends in accordance with the sums which would be payable in such distribution if all sums payable were discharged in full. A

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liquidation, dissolution or winding up of the Corporation, as such terms are used in this paragraph (f), shall not be deemed to be occasioned by or to include any consolidation or merger of the Corporation with or into any other corporation or other entity or corporations or other entities or a sale, lease or conveyance of all or a part of its assets.

(g) Whether or not the shares of such series shall have voting rights, in addition to the voting rights provided by law and, if such shares shall have such voting rights, the terms and conditions thereof, including but not limited to the right of the holders of such shares to vote as a separate class either alone or with the holders of shares of one or more other series of Preferred Stock and the right to have more than one vote per share.

(h) Whether or not a sinking fund shall be provided for the redemption of the shares of such series and, if such a sinking fund shall be provided, the terms and conditions thereof.

(i) Whether or not a purchase fund shall be provided for the redemption of the shares of such series and, if such a purchase fund shall be provided, the terms and conditions thereof.

(j) Whether or not the shares of such series shall have conversion or exchange privileges, and, if such shares shall have conversion or exchange privileges, the terms and conditions of conversion or exchange, including but not limited to any provision for the adjustment of the conversion rate or the conversion price and whether conversion or exchange can be effected solely by the Corporation or the holder.

(k) Any other relative rights, preferences and limitations.

Section 3. Voting Rights. Except as otherwise provided by law or by the resolution or resolutions providing for the issue of any series of Preferred Stock, the holders of outstanding shares of Common Stock shall have the exclusive right to vote for the election of directors and for all other purposes, each holder of record of shares of Common Stock being entitled to one vote for each share of Common Stock standing in such holder’s name on the books of the Corporation.

Section 4. No Class Vote On Changes In Authorized Number of Shares Of Stock. Subject to the rights of the holders of any series of Preferred Stock pursuant to the terms of this Amended and Restated Certificate of Incorporation or any resolution or resolutions providing for the issuance of such series of stock adopted by the Board of Directors, the number of authorized shares of any class or classes of stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the stock of the Corporation entitled to vote generally in the election of directors irrespective of the provisions of Section 242(b)(2) of the General Corporation Law of the State of Delaware.

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ARTICLE V - AMENDMENT OF BYLAWS

In furtherance and not in limitation of the powers conferred by law, the Board of Directors of the Corporation (the “Board”) is expressly authorized and empowered to adopt, amend and repeal the Bylaws of the Corporation by a majority vote at any regular or special meeting of the Board or by unanimous consent in lieu of a meeting. Notwithstanding any other provisions of this Amended and Restated Certificate of Incorporation or the Bylaws of the Corporation and in addition to any other vote required by law, the affirmative vote of the holders of not less than a majority of the voting power of all of the outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors, considered for purposes of this Article FIFTH as a single class, shall be required in order for the stockholders of the Corporation to adopt, amend or repeal any Bylaw.

ARTICLE VI - AMENDMENT OF CHARTER

The Corporation reserves the right at any time from time to time to amend, alter, change or repeal any provision contained in this Amended and Restated Certificate of Incorporation, and any other provisions authorized by the laws of the State of Delaware at the time in force may be added or inserted, in the manner now or hereafter prescribed by law; and all rights, preferences and privileges of whatsoever nature conferred upon stockholders, directors or any other persons whomsoever by and pursuant to this Amended and Restated Certificate of Incorporation in its present form or as hereafter amended are granted subject to the right reserved in this Article.

ARTICLE VII - BOARD OF DIRECTORS

Section 1. Number. The business and affairs of the Corporation shall be managed by or under the direction of a Board of Directors consisting of not fewer than seven nor more than fourteen directors (exclusive of directors referred to in the following paragraph), the exact number to be determined from time to time by resolution adopted by affirmative vote of a majority of such directors then in office. Commencing with the 2010 annual meeting of the stockholders of the Corporation, the directors shall be elected annually for terms expiring at the next succeeding annual meeting. Directors elected at the 2007 annual meeting of stockholders shall hold office until the 2010 annual meeting of stockholders; directors elected at the 2008 annual meeting of stockholders shall hold office until the 2011 annual meeting of stockholders and directors elected at the 2009 annual meeting of stockholders shall hold office until the 2012 annual meeting of stockholders. A director shall hold office until his or her successor shall be elected and shall qualify, subject, however, to prior death, resignation, retirement, disqualification or removal from office.

Notwithstanding the foregoing, whenever the holders of any one or more series of Preferred Stock issued by the Corporation shall have the right, voting separately by series, to elect directors at an annual or special meeting of stockholders, the number of such directors and the election, term of office, filling of vacancies and other features of such directorships shall be governed by the provisions of Article IV of this Amended and Restated Certificate of Incorporation and any resolution or resolutions adopted by the Board pursuant thereto.

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There shall be no limitation on the qualification of any person to be elected as or to be a director of the Corporation or on the ability of any director to vote on any matter brought before the Board of Directors or any committee thereof, except (i) as required by applicable law, (ii) as set forth in this Amended and Restated Certificate of Incorporation or (iii) as set forth in any Bylaw adopted by the Board of Directors with respect to eligibility for election as a director upon reaching a specified age or, in the case of employee directors, with respect to the qualification for continuing service of directors upon ceasing employment with the Corporation.

Unless and except to the extent that the Bylaws of the Corporation shall so require, the election of directors of the Corporation need not be by written ballot.

Section 2. Removal; Vacancies. Subject to the rights of the holders of any one or more series of Preferred Stock issued by the Corporation, any director, or the entire Board, may be removed from office at any time, with or without cause, only by the affirmative vote of the holders of not less than a majority of the voting power of all the outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors, considered for purposes of this sentence as a single class. Any vacancy in the Board that results from an increase in the number of directors and any other vacancy may be filled only by a majority of the directors then in office, even if less than a quorum, or by a sole remaining director. Any director elected to fill a vacancy not resulting from an increase in the number of directors shall hold office for the remaining term of his or her predecessor.

ARTICLE VIII - STOCKHOLDER ACTION

No action required to be taken or which may be taken at any annual or special meeting of stockholders of the Corporation may be taken without a meeting.

ARTICLE IX - LIABILITY OF DIRECTORS & OFFICERS, ETC.

Section 1. Elimination of Certain Liability of Directors. A director of the Corporation shall not be liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent such exemption from liability or limitation thereof is not permitted under the General Corporation Law of the State of Delaware as the same exists or may hereafter be amended. If the General Corporation Law of the State of Delaware is amended after the effective date of this Amended and Restated Certificate of Incorporation to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the General Corporation Law of the State of Delaware, as so amended.

Any amendment, modification or repeal of the foregoing paragraph shall not adversely affect any right or protection of a director of the Corporation hereunder in respect of any act or omission occurring prior to the time of such amendment, modification or repeal.

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Section 2. Indemnification and Insurance.

(a) Right to indemnification. Each person (a “Covered Person”) who was or is made a party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he or she, or a person of whom he or she is the legal representative, is or was a director or officer of the Corporation or, while a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent or in any other capacity while serving as a director, officer, employee or agent, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the General Corporation Law of the State of Delaware, as the same exists or may hereafter be amended, against all expense, liability and loss (including, without limitation, attorneys’ fees, judgments, fines, amounts paid or to be paid in settlement, and excise taxes or penalties arising under the Employee Retirement Income Security Act of 1974) reasonably incurred or suffered by such person in connection therewith and such indemnification shall continue as to a person who has ceased to be a director or officer of the Corporation and shall inure to the benefit of his or her heirs, executors and administrators; provided, however, that, except as provided in paragraph (b) hereof, the Corporation shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) initiated by such person only if such proceeding (or part thereof) was authorized by the Board. The right to indemnification and advancement of expenses conferred in this Section shall be a contract right. The Corporation shall pay the expenses (including attorneys’ fees) incurred by a Covered Person in defending any such proceeding in advance of its final disposition; provided, however, that, if the General Corporation Law of the State of Delaware requires, the payment of such expenses incurred by a Covered Person as set forth herein in advance of the final disposition of a proceeding shall be made only upon delivery to the Corporation of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified under this Section or otherwise. The Corporation may, by action of the Board, provide indemnification and advancement of expenses to employees and agents of the Corporation with the same scope and effect as the foregoing indemnification of and advancement of expenses to directors and officers.

(b) Right of Claimant to Bring Suit. If a claim under paragraph (a) of this Section is not paid in full by the Corporation within thirty days after a written claim has been received by the Corporation, the claimant may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the Corporation) that the claimant has not met the standards of conduct which make it permissible under the General Corporation Law of the State of Delaware for the Corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the Corporation. Neither the failure of the Corporation (including its Board, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct

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set forth in the General Corporation Law of the State of Delaware, nor an actual determination by the Corporation (including its Board, independent legal counsel, or its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

(c) Non-Exclusivity of Rights. The right to indemnification and the payment of expenses incurred in defending a proceeding in advance of its final disposition conferred in this Section shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, provision of the Amended and Restated Certificate of Incorporation, Bylaw, agreement, vote of stockholders or disinterested directors or otherwise.

(d) Insurance. The Corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the Corporation or another corporation, partnership, joint venture, trust or other enterprise against any such expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the General Corporation Law of the State of Delaware.

(e) Amendment or Repeal. Any repeal or modification of the foregoing provisions of this Section 2 shall not adversely affect any right or protection hereunder of any person in respect of any act or omission occurring prior to the time of such repeal or modification.

ARTICLE X - ISSUANCE OF STOCK AND RIGHTS

The Board shall have authority to authorize the issuance, from time to time without any vote or other action by the stockholders, of any or all shares of stock of the Corporation of any class at any time authorized, any securities convertible into or exchangeable for any such shares so authorized, and any warrant, option or right to purchase, subscribe for or otherwise acquire, shares of stock of the Corporation for any such consideration and on such terms as the Board from time to time in its discretion lawfully may determine, which terms and conditions may include, without limitation, restrictions or conditions that preclude or limit the exercise, transfer or receipt thereof or that invalidate or void any such securities, warrants, options or rights; provided, however, that the consideration for the issuance of shares of stock of the Corporation having par value shall not be less than such par value. Stock so issued, for which the consideration has been paid to the Corporation, shall be fully paid stock, and the holders of such stock shall not be liable for any further call or assessments thereon.

ARTICLE XI - CONSIDERATION OF OTHER CONSTITUENCIES

In addition to any other considerations which the Board may lawfully take into account in determining whether to take or to refrain from taking corporate action on any matter, including proposing any matter to the stockholders of the Corporation, the Board may, but shall not be obligated to, take into account the interests of clients or other customers, creditors, current and retired employees and other constituencies of the Corporation and its subsidiaries and the effect upon communities in which the Corporation and its subsidiaries do business.

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ARTICLE XII - STOCKHOLDER PROPOSAL AND NOMINATION PROCEDURES

The Bylaws of the Corporation may establish procedures regulating the submission by stockholders of nominations and proposals for consideration at meetings of stockholders of the Corporation.

ARTICLE XIII - SPECIAL MEETINGS OF STOCKHOLDERS

Special meetings of stockholders may be called only on the order of the Chairman of the Board or the Board of Directors and shall be held at such date and time as may be specified in the notice. The business permitted to be conducted at any special meeting of the stockholders is limited to the purpose or purposes specified in the notice.

ARTICLE XIV - BUSINESS COMBINATIONS

WITH INTERESTED STOCKHOLDERS

The provisions of Section 203 of the Delaware General Corporation Law shall apply to the Corporation.

IN WITNESS WHEREOF, the undersigned hereby signs this Restated Certificate of Incorporation on this 23rd day of September, 2010.

DEL MONTE FOODS COMPANY
By:	/s/ James Potter

Name: James Potter

Title:   Secretary

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EX-10.2

Exhibit 10.2

FORM OF DEL MONTE FOODS COMPANY

2002 STOCK INCENTIVE PLAN

NON-QUALIFIED STOCK OPTION AGREEMENT

Del Monte Foods Company (the “Company”) hereby grants you, [Participant Name] (the “Participant”), a non-qualified stock option under the Del Monte Foods Company 2002 Stock Incentive Plan, as amended and restated effective July 28, 2009 (the “Plan”), to purchase shares of common stock of the Company (“Shares”). The date of this Agreement is [Grant Date] (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:	[# Shares]
Purchase Price per Share:	[Grant Price]

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.

By your signature below, or by electronic acceptance or authentication in a form authorized by the Company, you indicate 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:	Executive Vice President and Chief Human Resources Officer	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 [# Shares] 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 [Grant Price].

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.

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

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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/Forfeiture for Misconduct. Any benefits received hereunder shall be subject to repayment or forfeiture (i) as provided by Section 15 of the Plan, as may be amended from time to time or (ii) as may be required to comply with the requirements of the SEC or any securities exchange on which shares of Common Stock are traded, as may be in effect from time to time.

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.

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.

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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

FORM OF 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, [Participant Name] (the “Participant”), as of [Grant Date] (the “Grant Date”), and pursuant to the Del Monte Foods Company 2002 Stock Incentive Plan, as amended and restated effective July 28, 2009 (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 (the “Award”) consists of a target amount of [# Shares] Performance Shares, with a maximum award equal to 150% of your target amount, 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 (“Shares”) 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) (the “Final Vesting Date”).

(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 [insert first day of first fiscal year commencing after grant date (e.g., for grant 09/23/10, insert 05/02/2011)] through [insert last day of third fiscal year commencing after grant date (e.g., for grant 09/23/10, insert 04/27/2014)] (such period, the “Performance Period”). 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
³75th Percentile	150%
³68.75, but < 75	125
³62.5, but <68.75	100
³56.5, but < 62.5	75
³50, 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 vest upon the Final Vesting Date on a pro-rata basis pursuant to the Company’s pro-rata vesting policy in effect at the time of Retirement; provided that 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 during the Performance Period.

(e) Anything herein notwithstanding, in the event of the termination of the Participant’s employment by the Company for Cause, or 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

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Participants who are, as of the date hereof, (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 during the Performance Period.(f) For purposes of this Agreement, “termination of service” and Retirement means a “separation from service,” as defined in the regulations under Section 409A of the Code to the extent the RSUs constitute an item of deferred compensation that is subject to Section 409A of the Code. The Company shall delay the issuance of any Shares under this Section 5 as contemplated under Section 22 of the Plan to the extent necessary to comply with Section 409A(a)(2)(B)(i) of the Code (relating to payments made to certain “specified employees” of certain publicly-traded companies); in such event, any Shares to which the Participant would otherwise be entitled during the six (6) month period following the date of the Participant’s separation from service will be issuable during the seventh calendar month following the date of termination of service (or, if earlier, upon the Participant’s death)

(g) In the event of a Change of Control, the vesting of any outstanding Performance Shares subject to this Award shall be accelerated in full and shall be deemed vested effective as of immediately prior to, and contingent upon, the Change of Control.

(h) 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.

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 be credited as deferred stock 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

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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.

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 in Shares to be issued upon vesting and settlement of the Performance Shares 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. Beneficial Ownership of Shares. The Participant hereby authorizes the Company, in its sole discretion, to deposit for the benefit of the Participant with a Company-designated brokerage firm or, at the Company’s discretion, any other broker with which the Participant has an account relationship of which the Company has notice any or all Shares acquired by the Participant pursuant to the settlement of the Performance Shares.

9. Repayment/Forfeiture for Misconduct. Any benefits received hereunder shall be subject to repayment or forfeiture (i) as provided by Section 15 of the Plan, as may be amended from time to time or (ii) as may be required to comply with the requirements of the SEC or any securities exchange on which shares of Common Stock are traded, as may be in effect from time to time.

10. 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.

11. 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.

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12. 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.

13. 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.

14. 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.

15. 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.

16. 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.

17. 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.

18. 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

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day during May [insert calendar year of first anniversary of grant date (e.g., for grant 09/2/10, insert 2011)] 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 April [insert calendar year of fourth anniversary of grant date (e.g., for grant 09/23/10, insert 2014)] (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.

By his or her signature below or by electronic acceptance or authentication in a form authorized by the Company, the Participant agrees to be bound by the terms and conditions of the Plan and the Award Agreement. The Participant has reviewed the Agreement and the Plan, has had an opportunity to obtain the advice of counsel prior to executing this Agreement, and fully understands all provisions of this Agreement and the Plan. The Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee upon any questions arising under the Plan or relating to the Performance Shares.

DEL MONTE FOODS COMPANY		PARTICIPANT
By:		Participant ES
Title:	Executive Vice President and Chief Human Resources Officer	EMPLOYEE NAME

¹ [Insert Comparator Group (e.g., for fiscal 2010: Campbell Soup Company, ConAgra Foods, Inc., Dean Foods Company, Flowers Foods, Inc., General Mills, Inc., H.J. Heinz Company, Hershey Company, Hormel Foods Corporation, J.M. Smucker Company, Kellogg Company, Kraft Foods Inc., Lancaster Colony Corporation, Lance, Inc., McCormick & Company, Incorporated, Ralcorp Holdings, Inc., Sanderson Farms, Inc., Sara Lee Corporation, Smithfield Foods, Inc., TreeHouse Foods, Inc., and Tyson Foods, Inc.)]

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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 7, 2010	/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 7, 2010	/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 31, 2010, 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 7, 2010

/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 31, 2010, 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 7, 2010

/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.