ITEM 1. Financial Statements.

See Notes to Consolidated Financial Statements.

See Notes to Consolidated Financial Statements.

Business and Basis of Presentation: Del Monte Foods Company ("DMFC") and its wholly-owned subsidiary, Del Monte Corporation ("DMC" and together with DMFC, "Del Monte") operate in one business segment: the manufacturing and marketing of processed foods, primarily processed vegetables, fruit and tomato products.

The accompanying unaudited consolidated financial statements at September 30, 2001 and for the three-month periods ended September 30, 2001 and 2000, have been prepared in accordance with generally accepted accounting principles 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 footnotes required by generally accepted accounting principles for complete financial statements. These statements include all adjustments (consisting of normal recurring entries) which, in the opinion of management, are necessary for a fair presentation of financial position, results of operations and cash flows. Operating results for the three-month period ended September 30, 2001 are not necessarily indicative of the results that may be expected for the year ending June 30, 2002.

The balance sheet at June 30, 2001 has been derived from audited financial statements at that date but does not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.

These unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements as of and for the year ended June 30, 2001, and notes thereto, included in Del Monte's Annual Report on Form 10-K.

Depreciation and amortization: Depreciation and amortization for the three months ended September 30, 2001 and 2000 consisted of depreciation of plant and equipment and leasehold amortization, acceleration of depreciation resulting from the adjustment of certain assets' remaining useful lives to match the period of use prior to plant closure, amortization of deferred debt issuance costs including original issue discount, and amortization of intangible assets.

For the three months ended September 30, 2000, amortization of intangible assets includes amortization of all intangible assets. For the three months ended September 30, 2001, as a result of the adoption of Statement of Financial Accounting Standards (SFAS) No. 142 "Goodwill and Other Intangible Assets" ("SFAS 142") issued by the Financial Accounting Standards Board, amortization of intangible assets only consists of amortization related to intangible assets with finite useful lives. Under SFAS 142, intangible assets with indefinite lives are no longer amortized.

                                                          Three Months Ended
                                                               September 30,
                                                      ------------------------
                                                         2001          2000
                                                      -----------  -----------
Depreciation of plant and equipment and
  leasehold amortization............................ $       7.4  $       8.1
Accelerated depreciation............................         --           0.4
Amortization of deferred debt issuance costs........         0.8          0.6
Amortization of intangibles.........................         0.1          0.5
                                                      -----------  -----------
   Depreciation and amortization.................... $      $8.3  $      $9.6
                                                      ===========  ===========

Reclassifications: Certain prior year balances have been reclassified to conform to current year presentation.

Effective July 1, 2001, Del Monte elected to adopt two new accounting requirements issued by the Emerging Issues Task Force, or EITF. The two requirements are Issue 00- 14 "Accounting for Certain Sales Incentives" ("EITF 00-14") and Issue 00-25 "Vendor Income Statement Characterization of Consideration to a Purchaser of the Vendor's Products or Services" ("EITF 00-25"). The consensuses reached in EITF 00-14 and EITF 00-25 are effective for fiscal quarters beginning after December 15, 2001, which for Del Monte would be the third fiscal  quarter of fiscal year 2002. Del Monte has opted for early adoption in the first quarter of fiscal year 2002.

EITF 00-14 addresses the recognition, measurement, and income statement classification for sales incentives offered voluntarily by a vendor without charge to its customers (or consumers) that can be used in, or are exercisable by a consumer, as a result of a single exchange transaction. As a result of the adoption of EITF 00-14, consumer promotion costs relating to coupon redemption, which previously were included in selling, administrative and general expense, are now reclassified and presented as a reduction of revenue. Prior year comparative amounts have been reclassified to comply with EITF 00-14.

EITF 00-25 addresses the recognition, measurement and income statement classification of consideration, other than that directly addressed by EITF 00-14, paid from a vendor to a retailer or wholesaler. As a result of the adoption of EITF 00-25, customer promotion costs relating to performance allowances, which previously were included in selling, administrative and general expense, are now reclassified and presented as a reduction of revenue. Prior year comparative amounts have been reclassified to comply with EITF 00-25. The combined effect of EITF 00-14 and EITF 00-25 was a reduction of $47.8 in both net sales and selling, administrative and general expenses for the previously reported three months ended September 30, 2000.

S&W Acquisition: On March 13, 2001, Del Monte acquired the S&W branded food business, including certain trademarks and existing inventory, from Tri Valley Growers ("Tri Valley"). S&W branded products include processed fruits, tomatoes, beans, specialty sauces and vegetables. The total cash purchase price was $35.4. The Company also incurred approximately $1.0 in transaction expenses for closing costs and  accrued $1.3 of acquisition-related liabilities. The transaction has been accounted for using the purchase method of accounting. The total purchase price has been allocated to the tangible and intangible assets acquired based on estimates of their respective fair values. The total purchase price was allocated $25.1 to inventory and $12.6 to trademark intangible assets.

SunFresh Acquisition: On September 1, 2000, Del Monte acquired the worldwide rights to the SunFresh brand citrus and tropical fruits line of UniMark Group, Inc. ("UniMark"), as well as certain finished goods inventory and UniMark's McAllen, Texas distribution center. Concurrently, Del Monte executed a five-year supply agreement under which a UniMark affiliate will produce certain chilled and processed fruit products at UniMark's existing facility in Mexico. This product will be purchased by Del Monte at current market rates. The original purchase price was $14.5 of which $13.5 was paid solely in cash at closing for those assets. The purchase price was subject to adjustments based on the final calculation of inventory on-hand as of the closing date. Based on this calculation, the total purchase price was revised to $12.7. Since the cash paid exceeded the final purchase price by $0.8, UniMark reimbursed this amount to Del Monte by the end of fiscal 2001. The transaction has been accounted for using the purchase method of accounting. The total purchase price has been allocated to the tangible and intangible assets acquired based on estimates of their respective fair values. The total purchase price was allocated $5.9 to inventory, $2.7 to property, plant and equipment and $4.1 to trademark intangible assets.

The major classes of inventory are as follows:

                                                      September 30,   June 30,
                                                          2001         2001
                                                      -----------  -----------
  Finished product.................................. $     687.5  $     301.1
  Raw materials and supplies........................        16.2         16.1
  Other, principally packaging material.............        45.8        120.3
                                                      -----------  -----------
     Total inventories.............................. $     749.5  $     437.5
                                                      ===========  ===========

Inventories are stated at the lower of cost or market. The cost of substantially all inventories is determined using the LIFO method. Del Monte has established various LIFO pools that have measurement dates coinciding with the natural business cycles of Del Monte's major inventory items. Inflation has had a minimal impact on production costs since Del Monte adopted the LIFO method as of July 1, 1991. As of September 30, 2001 and June 30, 2001, the LIFO reserve was a debit balance of $6.2 and 11.0, respectively. While Del Monte has historically mitigated the inflationary impact of increase in its costs by controlling its overall cost structure, Del Monte may not be able to mitigate inflationary impacts in the future.

NOTE 4 - Earnings (Loss) Per Share

The following table sets forth the computation of basic and diluted earnings (loss) per share:

                                                          Three Months Ended
                                                               September 30,
                                                      ------------------------
                                                         2001          2000
                                                      -----------  -----------
Basic:
Net income (loss)................................... $      (0.8) $       6.4
                                                      ===========  ===========

Weighted average shares outstanding.................  52,266,716   52,223,061
                                                      ===========  ===========

Basic earnings (loss) per share..................... $     (0.01) $      0.12
                                                      ===========  ===========


Diluted:
Net income (loss)................................... $      (0.8) $       6.4
                                                      ===========  ===========

Weighted average shares outstanding.................  52,266,716   52,223,061
Net effect of dilutive options based
 on the treasury stock method.......................           --     348,409
                                                      -----------  -----------
Total...............................................  52,266,716   52,571,470
                                                      ===========  ===========

Diluted earnings (loss) per share................... $     (0.01) $      0.12
                                                      ===========  ===========

Options outstanding in the amounts of 1,988,260 and 2,418,300 shares during the three-month periods ended September 30, 2001 and 2000, respectively, were not included in the computation of diluted earnings per share because these options' exercise prices were greater than the average market price of the common shares for those periods.

To comply with the requirements of its revolver and term loan agreements, Del Monte entered into an interest rate swap agreement on August 3, 2001. The notional amount is $200.0 and the agreement is effective through September 2004. The swap agreement is with several banks and secures the three-month LIBOR rate at a weighted average rate of 4.91% per annum. The differential to be paid or received is accrued as interest rates change and is recognized as an adjustment to interest expense related to debt. The related amount payable to or receivable from counterparties is included in other liabilities or assets. The swap agreement is not accounted for as a hedge and is adjusted to fair value through income.

In fiscal 1998, management committed to a plan to consolidate processing operations. In connection with this plan, Del Monte established an accrual of $6.6 in fiscal 1998 relating to severance and benefit costs for 433 employees to be terminated. At the beginning of the 2002 fiscal year, a balance of $0.7 remained in this accrual. For the three months ended September 30, 2001, $0.4 was paid in severance thereby reducing this accrual, leaving a balance of $0.3 in this accrual at September 30, 2001 for ten employees.

In January 2001, Del Monte closed its tomato processing plant located in Woodland, California. This closure is part of management's plan to consolidate its California manufacturing operations in order to enhance the efficiency of processing operations; to reduce the production of lower-margin commodity products, such as bulk tomato paste; and to allow Del Monte to better meet the competitive challenges of the market. Del Monte's Hanford, California facility will be the sole internal source of bulk tomato paste, a component of several of Del Monte's tomato products.

In connection with the Woodland closure, Del Monte entered into a purchase agreement with a buyer for the plant in the fourth quarter of fiscal 2001 for a sales price of $9.0. The transaction was closed in the first quarter of fiscal 2002. In fiscal 2001, Del Monte recorded a charge of $8.0, representing the write-off of assets no longer used in operations; $0.2 of the write-off was reversed in this quarter upon the completion of the transaction. As part of the transaction, the buyer provided Del Monte $2.0 in cash and a $7.0 interest-bearing promissory note. Interest on this promissory note is charged at three-month LIBOR plus a premium and is payable on a quarterly basis. The buyer will pay the principal of the loan in two equal installments in 2005 and 2006. Del Monte has a first-in priority lien and encumbrance on the plant.

Del Monte has no significant items of other comprehensive income (loss) in any period presented. Therefore, net income (loss) as presented in the Consolidated Statements of Income (loss) equals comprehensive income (loss).

Del Monte's effective tax rate for the three-month period ended September 30, 2001 was lower than the statutory U.S. federal income tax rate due to the utilization of state tax credits and net operating loss carryforwards and the applicable limitations on their use under the tax laws.

In July 2001, the Financial Accounting Standards Board ("FASB") issued SFAS No. 141, "Business Combinations" ("SFAS 141"). The provisions of SFAS 141 are required to be adopted immediately. SFAS 141 requires that the purchase method of accounting be used for all business combinations initiated after June 30, 2001, as well as all purchase method business combinations completed after June 30, 2001. SFAS 141 also specifies certain criteria that must be met for intangible assets acquired in a purchase method business combination to be recognized and reported apart from goodwill.

The FASB issued SFAS No. 142 "Goodwill and Other Intangible Assets" ("SFAS 142") simultaneously with SFAS 141. SFAS 142 requires that goodwill and intangible assets with indefinite useful lives no longer be amortized, but instead be tested for impairment at least annually in accordance with the provisions of SFAS 142. SFAS 142 also requires that intangible assets with estimable useful lives be amortized over their respective estimated useful lives, and reviewed for impairment in accordance with SFAS Statement No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of". Del Monte has chosen to early adopt the provisions of SFAS 142 during the first quarter of fiscal 2002.

Upon the adoption of SFAS 142, as of July 1, 2001, Del Monte has ceased amortization of its intangible assets with indefinite useful lives. Del Monte reassessed the useful lives and residual values of its intangible assets acquired, and concluded that the majority of its trademark and distribution rights have indefinite lives. Del Monte has performed impairment tests on its intangible assets with indefinite useful lives in accordance with the provisions of SFAS 142 and identified no impairment losses relating to these intangible assets.

Del Monte does not have any goodwill. A summary of intangible assets follows:

                                                     September 30,
                                                         2001
                                                      -----------
Unamortized intangible assets:
  Trademark......................................... $      31.7
  Distribution rights...............................        24.4
                                                      -----------
  Total unamortized intangible assets............... $      56.1
                                                      ===========

Amortized trademark intangible assets:
  Carrying amount................................... $       0.6
  Accumulated amortization..........................        (0.1)
                                                      -----------
  Total amortized trademark intangible assets, net.. $       0.5
                                                      ===========

Amortization expense for the three months ended September 30, 2001 was $0.1.

The estimated amortization expense for each of the three succeeding fiscal years is as follows:

2002 ............................................... $       0.2
2003 ...............................................         0.2
2004 ...............................................         0.2
                                                      -----------
                                                     $       0.6
                                                      ===========

The following tables reconcile reported net income (loss) to adjusted net income (loss), and earnings (loss) per share, as a result of the adoption of SFAS 142:

                                                          Three Months Ended
                                                            September 30,
                                                      ------------------------
                                                         2001          2000
                                                      -----------  -----------

Net income (loss)................................... $      (0.8) $       6.4
Add back:
  Trademark amortization............................          --          0.1
  Distribution rights amortization..................          --          0.2
                                                      -----------  -----------
  Adjusted net income (loss)........................ $      (0.8) $       6.7
                                                      ===========  ===========

Basic earnings (loss) per share:
  Net income (loss)................................. $     (0.01) $      0.12
  Trademark amortization............................          --           --
  Distribution rights amortization..................          --         0.01
                                                      -----------  -----------
  Adjusted net income (loss)........................ $     (0.01) $      0.13
                                                      ===========  ===========

Diluted earnings (loss) per share:
  Net income (loss)................................. $     (0.01) $      0.12
  Trademark amortization............................          --           --
  Distribution rights amortization..................          --         0.01
                                                      -----------  -----------
  Adjusted net income (loss)........................ $     (0.01) $      0.13
                                                      ===========  ===========

ITEM 1. Legal Proceedings.

Del Monte is involved from time to time in various legal proceedings incidental to its business, including claims with respect to product liability, worker's compensation and other employee claims, tort and other general liability, for which Del Monte carries insurance or is self- insured, as well as trademark, copyright and related litigation. While it is not feasible to predict or determine the ultimate outcome of these matters, Del Monte believes that none of these legal proceedings will have a material adverse effect on Del Monte's financial position.

ITEM 2. Changes in Securities and Use of Proceeds. None.

ITEM 3. Defaults upon Senior Securities. None.

ITEM 4. Submission of Matters to a Vote of Security Holders. None.

ITEM 5. Other Information. None.

(a) Exhibits

None.

(b) Reports on Form 8-K

Del Monte did not file any reports on Form 8-K during the quarter ended September 30, 2001.