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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

For the quarterly period ended January 27, 2008

OR

For the transition period from                      to                     

Commission file number 001-14335

DEL MONTE FOODS COMPANY

(Exact name of registrant as specified in its charter)

One Market @ The Landmark, San Francisco, California 94105

(Address of Principal Executive Offices including Zip Code)

(415) 247-3000

(Registrant’s Telephone Number, Including Area Code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

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

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

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

As of February 28, 2008, there were 197,274,984 shares of Del Monte Foods Company Common Stock, par value $0.01 per share, outstanding.

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PART I. FINANCIAL INFORMATION

DEL MONTE FOODS COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(In millions, except share and per share data)

See Accompanying Notes to Condensed Consolidated Financial Statements.

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DEL MONTE FOODS COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(In millions, except per share data)

See Accompanying Notes to Condensed Consolidated Financial Statements.

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DEL MONTE FOODS COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In millions)

See Accompanying Notes to Condensed Consolidated Financial Statements.

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DEL MONTE FOODS COMPANY AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the three and nine months ended January 27, 2008

(In millions, except share and per share data)

(Unaudited)

Note 1. Business and Basis of Presentation

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

On May 19, 2006, Del Monte Corporation, a direct, wholly-owned subsidiary of Del Monte Foods Company, completed the acquisition of Meow Mix Holdings, Inc. (“Meow Mix”), the maker of Meow Mix brand cat food and Alley Cat brand cat food. Effective July 2, 2006, Del Monte Corporation completed the acquisition of certain pet product assets, including the Milk-Bone brand (“Milk-Bone”), from Kraft Foods Global, Inc.

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

The Company operates on a 52 or 53-week fiscal year ending on the Sunday closest to April 30. The results of operations for the three months ended January 27, 2008 and January 28, 2007 each reflect periods that contain 13 weeks. The results of operations for the nine months ended January 27, 2008 and January 28, 2007 each reflect periods that contain 39 weeks.

The accompanying unaudited condensed consolidated financial statements of Del Monte as of January 27, 2008 and for the three and nine months ended January 27, 2008 and January 28, 2007 have been prepared in accordance with accounting principles generally accepted in the United States 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 generally accepted accounting principles (“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 nine months ended January 27, 2008 are not necessarily indicative of the results expected for the year ending April 27, 2008. These unaudited condensed consolidated financial statements should be read in conjunction with the notes to the financial statements contained in the Company’s annual report on Form 10-K for the year ended April 29, 2007 (“2007 Annual Report”). All significant intercompany balances and transactions have been eliminated.

Note 2. Recently Issued Accounting Standards

In December 2007, the Financial Accounting Standards Board issued Statement of Financial Accounting Standard No. 141R (revised 2007), “Business Combinations” (“SFAS141R”), which replaces SFAS No. 141. This statement retains the purchase method of accounting for acquisitions, but establishes principles and requirements for how an acquirer recognizes and measures the identifiable assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree in a business combination. SFAS No. 141R also establishes principles around how goodwill acquired in a business combination or a gain from a bargain purchase should be recognized and measured, as well as provides guidelines on the disclosure requirements on the nature and financial impact of the business combination. SFAS No. 141R is effective for business combinations in fiscal years beginning after December 15, 2008 and will be adopted by the Company beginning in the first quarter of fiscal 2010. The Company is currently evaluating the impact of SFAS No. 141R on its future financial statements.

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Note 3. Employee Stock Plans

See Note 10 of the 2007 Annual Report for a description of the Company’s stock-based incentive plans. On August 3, 2007, the Board of Directors (the “Board”) adopted the Del Monte Foods Company 2002 Stock Incentive Plan, as amended and restated effective August 6, 2007, subject to stockholder approval (the “Amended Plan”). The Amended Plan was approved by the Company’s stockholders at its annual meeting held on September 27, 2007. Under the Amended Plan, the total number of shares authorized for grant was increased by 5,392,927 shares to 31,558,740 shares. In addition, shares of common stock issued pursuant to equity incentives granted under the Amended Plan on or after April 30, 2007 reduce the Amended Plan’s share reserve by one share in the case of options and stock appreciation rights with exercise prices at least equal to fair market value of the Company’s common stock on the grant date and by 2.79 shares in the case of all other equity incentives granted under the Amended Plan. However, for such other stock awards granted prior to April 30, 2007 but on or after May 2, 2005, the reduction is 1.94 shares instead of 2.79 shares. For all awards granted prior to May 2, 2005, the number of shares of common stock available for issuance under the Amended Plan is reduced by 1 share for each share of common stock issued.

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 nine months ended January 27, 2008 and January 28, 2007:

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

As of January 27, 2008, the aggregate intrinsic values of options outstanding and options exercisable were $3.9 and $3.9, respectively.

At January 27, 2008, the range of exercise prices and weighted-average remaining contractual life of outstanding options was as follows:

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

Note 4. Discontinued Operations

The pre-tax loss from discontinued operations of $1.3 for the nine months ended January 27, 2008 primarily relates to state unemployment taxes related to the Company’s soup and infant feeding businesses that were sold in fiscal year 2006. In September 2007, the Company received a tax bill of approximately $3.1 for Pennsylvania unemployment compensation tax for the period January 1, 2003 through June 30, 2007, of which approximately $1.1 related to discontinued operations.

Note 5. Inventories

The Company’s inventories consist of the following:

Note 6. Goodwill and Intangible Assets

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

As of January 27, 2008, the Company’s goodwill was comprised of $193.1 related to the Consumer Products reportable segment and $1,188.2 related to the Pet Products reportable segment. As of April 29, 2007, the Company’s goodwill was comprised of $193.1 related to the Consumer Products reportable segment and $1,196.2 related to the Pet Products reportable segment.

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Amortization expense for the three and nine months ended January 27, 2008 was $2.0 and $6.0, respectively, and $2.1 and $5.9 for the three and nine months ended January 28, 2007, respectively. The Company expects to recognize $1.9 of amortization expense during the remainder of fiscal 2008. The following table presents expected amortization of intangible assets as of January 27, 2008, for each of the five succeeding fiscal years:

Note 7. Assets Held For Sale

Included in prepaid expenses and other current assets are certain real properties that are classified as assets held for sale. Assets held for sale totaled $0.2 and $1.5 as of January 27, 2008 and April 29, 2007, respectively. During the three and nine months ended January 27, 2008, the Company sold $6.1 and $7.3 of assets held for sale, respectively, and recognized a gain of $0.3 and $1.1 on the sale in those periods, respectively. During the nine months ended January 28, 2007, the Company sold $10.6 of assets held for sale and recognized a gain of $1.1 on the sale.

Note 8. Earnings Per Share

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

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

Options outstanding in the aggregate amounts of 13,683,251 and 7,203,856 were not included in the computation of diluted earnings per share for the three and nine months ended January 27, 2008, respectively, because their inclusion would be antidilutive. Options outstanding in the aggregate amounts of 6,560,422 and 7,749,671 were not included in the computation of diluted earnings per share for the three and nine months ended January 28, 2007, respectively, because their inclusion would be antidilutive.

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Note 9. Debt

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

The Company borrowed $141.5 from its revolving credit facility during the three months ended January 27, 2008. A total of $216.0 was repaid during the three months ended January 27, 2008. During the nine months ended January 27, 2008, the Company borrowed $483.4 from the revolving credit facility and repaid $333.3. As of January 27, 2008, the net availability under the revolving credit facility, reflecting $40.0 of outstanding letters of credit, was $238.9. The blended interest rate on the revolving credit facility was approximately 6.0% on January 27, 2008. Additionally, to maintain availability of funds under the revolving credit facility, the Company pays a 0.375% commitment fee on the unused portion of the revolving credit facility.

The Company is scheduled to repay $7.3 of its long-term debt during the remainder of fiscal 2008. Scheduled maturities of long-term debt for each of the five succeeding fiscal years are as follows:

Agreements relating to the Company’s long-term debt, including the credit agreement governing its senior credit facility (as amended through August 15, 2006, the “Amended Senior Credit Facility”) and the indentures governing the senior subordinated notes, contain covenants that restrict the ability of Del Monte Corporation and its subsidiaries, among other things, to incur or guarantee indebtedness, issue capital stock, pay dividends on and redeem capital stock, prepay certain indebtedness, enter into transactions with affiliates, make other restricted payments, including investments, incur liens, consummate asset sales and enter into consolidations or mergers. Certain of these covenants are also applicable to Del Monte Foods Company. Del Monte is required to meet a maximum leverage ratio and a minimum fixed charge coverage ratio under the Amended Senior Credit Facility. As of January 27, 2008, the Company believes that it is in compliance with all such financial covenants. Beginning in the fourth quarter of fiscal 2008, the maximum permitted leverage ratio decreases over time and the minimum fixed charge coverage ratio increases over time, as set forth in the Amended Senior Credit Facility.

Note 10. Derivative Financial Instruments

The Company uses interest rate swaps, futures and option contracts as well as forward foreign currency contracts to hedge market risks relating to possible adverse changes in interest rates, commodity and other prices and foreign exchange rates.

Interest rates: On September 6, 2007, the Company entered into an interest rate swap, with a notional amount of $400.0 and an effective date of October 26, 2007, as the fixed rate-payer. A formal cash flow hedge accounting relationship was established between the swap and a portion of the Company’s interest payment on floating rate debt. The Company’s interest rate cash flow hedges resulted in a $9.2 and $11.9 decrease to other comprehensive income during the three and nine months

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ended January 27, 2008, respectively, and a $5.9 and $7.6 increase to deferred tax assets during the three and nine months ended January 27, 2008, respectively. The Company’s interest rate cash flow hedges did not have an impact on other expense. On January 27, 2008, the fair value of the interest rate swap was recorded as a current liability of $19.5. There were no outstanding interest rate swaps for the nine months ended January 28, 2007.

Note 11. Employee Severance Costs

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

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

Note 12. Comprehensive Income

The following table reconciles net income to comprehensive income:

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Note 13. Retirement Benefits

Defined Benefit Plans.

Del Monte sponsors three defined benefit pension plans and several unfunded defined benefit postretirement plans providing certain medical, dental and life insurance benefits to eligible retired, salaried, non-union hourly and union employees. Refer to Note 12 of the 2007 Annual Report for a description of these plans. The components of net periodic benefit cost of such plans for the three and nine months ended January 27, 2008 and January 28, 2007, respectively, are as follows:

In August 2006, the Pension Protection Act of 2006 (the “Act”) was signed into law. In general, the Act encourages employers to fully fund their defined benefit pension plans. The effect of the Act on the Company is to encourage the Company to fully fund its defined benefit plans by 2011 and meet incremental plan funding thresholds applicable prior to 2011. The Act would impose certain consequences on the Company’s defined benefit plans beginning in calendar 2008 if they do not meet these threshold funding levels. Accordingly, this legislation has resulted in, and in the future may additionally result in, accelerated funding of the Company’s defined benefit pension plans. As of January 27, 2008, the Company had made contributions of $34.4 in fiscal 2008, which included a minimum contribution of approximately $16.0 and an incremental contribution of approximately $18.4, intended to achieve the applicable funding levels necessary to avoid consequences under the Act in calendar 2008. The Company does not expect to make further contributions during the remainder of fiscal 2008. In fiscal 2007, the Company made contributions of $16.9. The Company continues to analyze the full impact of this law on the Company’s financial position, results of operations and cash flows.

Note 14. Income Taxes

In June 2006, the Financial Accounting Standards Board issued Interpretation No. 48, “Accounting for Uncertainty in Income Taxes, an interpretation of FASB Statement No. 109,” (“FIN 48”), which seeks to reduce the diversity in practice associated with the accounting and reporting for uncertainty in income tax positions. This interpretation prescribes a comprehensive model for the financial statement recognition, measurement, presentation and disclosure of uncertain tax positions taken or expected to be taken in income tax returns. An uncertain tax position is recognized if it is determined that it is more likely than not to be sustained upon examination. The tax position is measured as the largest amount of benefit that is greater than fifty percent likely of being realized upon ultimate settlement. The cumulative effect of applying the provisions of this interpretation is reported as a separate adjustment to the opening balance of retained earnings in the year of adoption. FIN 48 is effective for fiscal years beginning after December 15, 2006.

The Company adopted the provisions of FIN 48 as of the first day of the first fiscal quarter, April 30, 2007. The adoption of FIN 48 resulted in a $0.3 decrease to the liability for unrecognized tax benefits and corresponding cumulative effect increase to retained earnings. Upon adoption, the Company had unrecognized tax benefits of $7.0. This amount decreased by $0.9 to $6.1 during the nine months ended January 27, 2008. If recognized, $5.4 of the Company’s unrecognized tax benefits would impact the effective tax rate. The Company’s continuing practice is to recognize interest on uncertain tax positions in income tax expense and penalties in selling, general and administrative expense. As of January 27, 2008, the amount of accrued interest included in the non-current income tax liability account is $0.2, net of tax. The Company has no amounts accrued for penalties.

The Company files income tax returns in the U.S. Federal jurisdiction and in many foreign and state jurisdictions. A number of years may elapse before an uncertain tax position, for which the Company has unrecognized tax benefits, is audited and finally resolved. Favorable resolution would be recognized in the period of resolution. The Company expects during the next 12 months to close a tax year to audit. Should this occur, the liability for unrecognized tax benefits would decrease by approximately $0.4.

The Company has open tax years from primarily 2002 to 2007 with various significant taxing jurisdictions including the United States, American Samoa and Canada. These open years contain matters that could be subject to differing interpretations of applicable tax laws and regulations as they relate to the amount, timing or inclusion of revenue and expenses as determined by the various taxing jurisdictions.

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Note 15. Legal Proceedings

There have been no material developments in the legal proceedings reported in the Company’s 2007 Annual Report during the three-month period ended January 27, 2008.

Except as set forth below, there have been no material developments in the legal proceedings reported in the Company’s 2007 Annual Report during the nine-month period ended January 27, 2008:

As previously reported in the Company’s 2007 Annual Report, beginning with the pet food recall announced by Menu Foods, Inc. in March 2007, many major pet food manufacturers, including the Company, announced recalls of select products. The Company currently believes there are over 90 purported class actions relating to these pet food recalls. To date, the Company is a defendant in seven purported class actions related to its pet food and pet snack recall, which it initiated March 31, 2007. However, the Company may be named in additional cases.

As previously reported in the Company’s quarterly report on Form 10-Q for the period ended October 28, 2007, the Company is currently a defendant in the following cases:

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 pet food class actions under the federal rules for multi-district litigation. The Blaszkowski and Picus cases were not consolidated. On October 12, 2007, the Company filed a Motion to Dismiss in the Blaszkowski case. The court has not issued a ruling on this motion; however, on January 25, 2008, the court granted the plaintiffs’ motion to file an amended complaint. The Company expects to file a new Motion to Dismiss in the Blaszkowski case after the amended complaint has been filed. On October 12, 2007, the Company filed a Motion to Dismiss in the Picus case. The state court granted the Company’s motion in part and denied the motion in part.

The named plaintiffs allege 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 Blaszkowski and Picus cases also contain allegations of false and misleading advertising by the Company. The plaintiffs are seeking certification of class actions in the respective jurisdictions as well as unspecified damages and injunctive relief against further distribution of the allegedly defective products. The Company plans to deny these allegations and vigorously defend itself. The Company believes it has adequate insurance to cover any material liability in these cases.

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

Note 16. Segment Information

During the first quarter of fiscal 2008, the Company made changes in its internal reporting of certain product groupings. This event, combined with management changes and the relocation of certain business functions, led the Company to determine that these reporting and other changes resulted in a change to the Company’s operating segments. The former Del Monte Brands and StarKist Seafood operating segments have been combined into one operating segment: Consumer Products. As the former Del Monte Brands and StarKist Seafood operating segments were previously aggregated for segment reporting, this operating segment change did not affect the Company’s reportable segments.

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The Company has the following reportable segments:

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

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

Note 17. Share Repurchase

On September 27, 2007, the Board authorized the repurchase of up to $200 million of the Company’s common stock over the next 36 months. Under this authorization, repurchases may be made from time to time through a variety of methods, including open market purchases, privately negotiated transactions, and block transactions. As of January 27, 2008, Del Monte has repurchased 5,370,930 shares of its common stock for a total cash outlay of $50.0 and at an average price of $9.31 per share.

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This discussion is intended to further the reader’s understanding of the consolidated financial condition and results of operations of our company. It should be read in conjunction with the financial statements included in this quarterly report on Form 10-Q and our annual report on Form 10-K for the year ended April 29, 2007 (the “2007 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 2007 Annual Report and in Part II, Item 1A of this quarterly report on Form 10-Q.

Corporate Overview

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

On May 19, 2006, we completed the acquisition of Meow Mix Holdings, Inc. (“Meow Mix”), the maker of Meow Mix brand cat food and Alley Cat brand cat food. Effective July 2, 2006, we completed the acquisition of certain pet product assets, including the Milk-Bone brand (“Milk-Bone”), from Kraft Foods Global, Inc.

We have two reportable segments: Consumer Products and Pet Products. During the first quarter of fiscal 2008, we made changes in our internal reporting of certain product groupings. This event, combined with management changes and the relocation of certain business functions, led us to determine that these reporting and other changes resulted in a change to our operating segments. The former Del Monte Brands and StarKist Seafood operating segments have been combined into one operating segment: Consumer Products. As the former Del Monte Brands and StarKist Seafood operating segments were previously aggregated for segment reporting, this operating segment change did not affect our reportable segments. The Consumer Products reportable segment includes the Consumer Products operating segment, which manufactures, markets and sells branded and private label shelf-stable products, including fruit, vegetable, tomato, broth and tuna 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.

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Key Performance Indicators

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