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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

For the quarterly period ended July 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 August 28, 2008, there were 197,549,180 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 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 (LOSS)

(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 months ended July 27, 2008

(In millions, except per share data)

(Unaudited)

Note 1. Business and Basis of Presentation

Del Monte Foods Company and its consolidated subsidiaries (“Del Monte” or the “Company”) is one of the country’s largest producers, distributors and marketers of premium quality, branded food and pet products for the U.S. retail market, with leading food brands, such as Del Monte, 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 June 29, 2008 the Company entered into an agreement to sell its seafood business, including StarKist, to Dongwon Enterprise Co., Ltd. and other affiliated companies (“Dongwon”). Upon closing, all of Del Monte’s direct plant employees related to the seafood business and approximately 34 other salaried positions are expected to join Dongwon. At closing, Del Monte will enter into a two-year Operating Services Agreement pursuant to which Del Monte will provide operational services, such as warehousing, distribution, transportation, sales, IT and administration to Dongwon. The financial results of the seafood business were previously reported within the Consumer Products reportable segment. For all periods presented, the operating results related to the StarKist Seafood Business have been classified as discontinued operations.

The Company has two reportable segments: Consumer Products and Pet Products. The Consumer Products reportable segment includes the Consumer Products operating segment, which manufactures, markets and sells branded and private label shelf-stable products, including fruit, vegetable, tomato and broth. 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 July 27, 2008 and July 29, 2007 each reflect periods that contain 13 weeks.

The accompanying unaudited condensed consolidated financial statements of Del Monte as of July 27, 2008 and for the three months ended July 27, 2008 and July 29, 2007 have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and notes required by GAAP for annual financial statements. In the opinion of management, all adjustments consisting of normal and recurring entries considered necessary for a fair presentation of the results for the interim periods presented have been included. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect reported amounts in the financial statements and accompanying notes. These estimates are based on information available as of the date of the unaudited condensed consolidated financial statements. Therefore, actual results could differ from those estimates. Furthermore, operating results for the three months ended July 27, 2008 are not necessarily indicative of the results expected for the year ending May 3, 2009. These unaudited condensed consolidated financial statements should be read in conjunction with the notes to the financial statements contained in the Company’s annual report on Form 10-K for the year ended April 27, 2008 (“2008 Annual Report”). All significant intercompany balances and transactions have been eliminated.

Note 2. Recently Issued Accounting Standards

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

Note 3. Employee Stock Plans

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

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DEL MONTE FOODS COMPANY AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED

For the three months ended July 27, 2008

(In millions, except per share data)

(Unaudited)

The fair value for stock options granted was estimated at the date of grant using a Black-Scholes option-pricing model. There were no stock option grants during the three months ended July 29, 2007. The following table presents the weighted average assumptions for options granted during the three months ended July 27, 2008:

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

As of July 27, 2008, the aggregate intrinsic values of options outstanding and options exercisable were $2.2 and $2.2, respectively.

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

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DEL MONTE FOODS COMPANY AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED

For the three months ended July 27, 2008

(In millions, except per share data)

(Unaudited)

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

Note 4. Discontinued Operations

As indicated in Note 1, on June 29, 2008 the Company entered into an agreement to sell its seafood business, including StarKist, to Dongwon. Upon closing, all of Del Monte’s direct plant employees related to the seafood business and approximately 34 other salaried positions are expected to join Dongwon. The transaction is expected to close during the second quarter of fiscal 2009 for an approximate purchase price of $363, subject to a working capital adjustment. Net sales from the seafood business for the three months ended months ended July 27, 2008 and July 29, 2007 were $149.3 and $126.7, respectively. The assets and liabilities for the StarKist Seafood Business at July 27, 2008 and April 27, 2008 were as follows:

Note 5. Inventories

The Company’s inventories consist of the following:

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DEL MONTE FOODS COMPANY AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED

For the three months ended July 27, 2008

(In millions, except per share data)

(Unaudited)

Note 6. Goodwill and Intangible Assets

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

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

Amortization expense for each of the three months ended July 27, 2008 and July 29, 2007 was $1.9. The Company expects to recognize $5.8 of amortization expense during the remainder of fiscal 2009. The following table presents expected amortization of intangible assets as of July 27, 2008, for each of the five succeeding fiscal years:

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DEL MONTE FOODS COMPANY AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED

For the three months ended July 27, 2008

(In millions, except per share data)

(Unaudited)

Note 7. Earnings (Loss) Per Share

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

Basic shares were used to calculate diluted earnings per share in the first quarter of fiscal 2009. Due to the net loss incurred, adding back the effect of potentially dilutive securities would have resulted in anti-dilution.

Note 8. Debt

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

The Company borrowed $89.3 from its revolving credit facility during the three months ended July 27, 2008. A total of $31.5 was repaid during the three months ended July 27, 2008. As of July 27, 2008, the net availability under the revolving credit facility, reflecting $50.6 of outstanding letters of credit, was $341.6. The blended interest rate on the revolving credit facility was approximately 4.72% on July 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.

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DEL MONTE FOODS COMPANY AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED

For the three months ended July 27, 2008

(In millions, except per share data)

(Unaudited)

The Company is scheduled to repay $27.9 of its long-term debt during the remainder of fiscal 2009. Scheduled maturities of long-term debt for each of the five succeeding fiscal years are as follows:

The divestiture of the seafood business is expected to generate net after-tax cash proceeds of approximately $300, subject to a working capital adjustment, which will be applied toward debt reduction as required by the Company’s senior credit facility.

Agreements relating to the Company’s long-term debt, including the credit agreement governing its senior credit facility (as amended through April 25, 2008, the “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. The maximum permitted leverage ratio decreases over time beginning in the fourth quarter of 2009, as set forth in the Senior Credit Facility. As of July 27, 2008, the Company believes that it is in compliance with all such financial covenants.

Note 9. Fair Value Measurements

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

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

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

The Company uses interest rate swaps and commodities and natural gas 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.

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DEL MONTE FOODS COMPANY AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED

For the three months ended July 27, 2008

(In millions, except per share data)

(Unaudited)

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

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

In February 2007, the FASB issued Statement of Financial Accounting Standards No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities” (“SFAS 159”). SFAS 159 permits entities to choose to measure many financial instruments and certain other items at fair value that are not currently required to be measured at fair value. Unrealized gains and losses on items for which the fair value option has been elected are reported in earnings. SFAS 159 does not affect any existing accounting literature that requires certain assets and liabilities to be carried at fair value. SFAS 159 was effective for the Company as of April 28, 2008, the first day of fiscal 2009. As of July 27, 2008, the Company has not elected to adopt the fair value option under SFAS 159 for any financial instruments or other items.

Note 10. Employee Severance Costs

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

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DEL MONTE FOODS COMPANY AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED

For the three months ended July 27, 2008

(In millions, except per share data)

(Unaudited)

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

Note 11. Comprehensive Income (Loss)

The following table reconciles net income (loss) to comprehensive income (loss):

Note 12. 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 11 of the 2008 Annual Report for information about these plans. The components of net periodic benefit cost of such plans for the three months ended July 27, 2008 and July 29, 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 for each year prior to 2011. Further, the Act would impose certain consequences on the Company’s defined benefit plans beginning with plan year 2008 if they do not meet 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. The Company made contributions of approximately $7.9 in the first quarter of fiscal 2009 and currently expects to make contributions of approximately $12.0 in the remainder of fiscal 2009, essentially all of which is expected to be minimum contributions.

Note 13. Legal Proceedings

During the three-month period ended July 27, 2008, there were no material developments in the legal proceedings reported in the Company’s 2008 Annual Report.

As previously reported in the Company’s 2008 Annual Report:

Beginning with the pet food recall announced by Menu Foods, Inc. in March 2007, many major pet food manufacturers, including the Company, announced recalls of select products. The Company 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.

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DEL MONTE FOODS COMPANY AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED

For the three months ended July 27, 2008

(In millions, except per share data)

(Unaudited)

The Company is currently a defendant in the following cases:

The named plaintiffs in these seven cases 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.

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 plaintiffs and defendants in the multi-district litigation cases, including the five consolidated cases in which the Company is a defendant, have 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. A hearing on final settlement approval and class certification has been scheduled for October 14, 2008. If approved, the class will be certified and the total settlement will be $24.0. The portion of the Company’s contribution to this settlement, if approved, would be $0.25, net of insurance recovery. There can be no assurances that the tentative settlement will be approved. However, the Company believes it has adequate insurance to cover any material liability in these cases if the settlement is not approved.

The Company has filed various motions to dismiss the Blaszkowski case. On April 8, 2008, the Court denied the Company’s then pending motion to dismiss. On April 11, 2008, plaintiffs filed their fourth amended complaint. The Company has filed an answer to the fourth amended complaint and is now involved in discovery. 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. On December 14, 2007, other defendants in the case filed a motion to deny class certification. The Court has not issued a ruling on that motion. The plaintiffs in the Blaszkowski and Picus cases 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 has denied these allegations. The Company believes it has adequate insurance to cover any material liability in these cases.

The Company is a defendant in an action brought by the Public Media Center in the Superior Court in San Francisco, CA, on December 31, 2001. The plaintiff alleged violations of California Health & Safety Code sections 25249.5, et seq (commonly known as “Proposition 65”) and California’s unfair competition law for alleged failure to properly warn consumers of the presence of methylmercury in canned tuna. The plaintiff filed this suit against the three major producers of canned tuna in the U.S. The plaintiff sought civil penalties of two thousand five hundred dollars per day and a permanent injunction against the defendants from offering canned tuna for sale in California without providing clear and reasonable warnings of the presence of methylmercury. The Company disputed the plaintiff’s allegations. This case was consolidated with the California Attorney General case described below and trial began on October 18, 2005. The court issued a decision in favor of the Company on May 11, 2006. As noted below, on August 18, 2006, the Attorney General filed a Motion to Reopen Trial to Present New Evidence. On September 29, 2006, the court issued a decision denying the Attorney General’s Motion to Reopen Trial. The court entered a final judgment in favor of the Company on November 21, 2006. Public Media Center filed a Notice of Appeal on January 26, 2007. The parties have submitted all required briefs for the appeal and are waiting for the Court of Appeals to set a hearing date for oral argument.

The Company is a defendant in an action brought by the California Attorney General in the Superior Court in San Francisco, CA, on June 21, 2004. The Attorney General alleged violations of California Health & Safety Code sections 25249.5, et seq (commonly known as “Proposition 65”) and California’s unfair competition law for alleged failure to properly warn consumers of the presence of methylmercury in canned tuna. The Attorney General filed this suit against the three major producers of canned tuna in the U.S., including Del Monte. The Attorney General sought civil penalties of two thousand five hundred dollars per day and a permanent

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DEL MONTE FOODS COMPANY AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED

For the three months ended July 27, 2008

(In millions, except per share data)

(Unaudited)

injunction against the defendants from offering canned tuna for sale in California without providing clear and reasonable warnings of the presence of methylmercury. The Company disputed the Attorney General’s allegations. This case was consolidated with the Public Media Center case described above and trial began on October 18, 2005. The court issued a decision in favor of the Company on May 11, 2006. On August 18, 2006, the Attorney General filed a Motion to Reopen Trial to Present New Evidence. On September 29, 2006, the court issued a decision denying the Attorney General’s Motion to Reopen Trial. The court entered a final judgment in favor of the Company on November 21, 2006. The Attorney General filed a Notice of Appeal on January 18, 2007. The parties have submitted all required briefs for the appeal and are waiting for the Court of Appeals to set a hearing date for oral argument.

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 14. Segment Information

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:

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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 27, 2008 (the “2008 Annual Report”). These historical financial statements may not be indicative of our future performance. This Management’s Discussion and Analysis of Financial Condition and Results of Operations contains a number of forward-looking statements, all of which are based on our current expectations and could be affected by the uncertainties and risks described in Part I, Item 1A. “Risk Factors” in our 2008 Annual Report and in Part II, Item 1A of this quarterly report on Form 10-Q.

Corporate Overview

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

On June 29, 2008 we entered into an agreement to sell our seafood business, including StarKist, to Dongwon Enterprise Co., Ltd and other affiliated companies (“Dongwon”). Upon closing, all of our direct plant employees related to the seafood business and approximately 34 other salaried positions are expected to join Dongwon. The financial results of the seafood business were previously reported within the Consumer Products reportable segment. For all periods presented, the operating results related to the seafood business have been classified as discontinued operations.

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

Key Performance Indicators

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

Executive Overview

Our first quarter results include net sales of $726.2 million, which represents growth of 15.9% over the first quarter of fiscal 2008. Volume growth from certain existing products, primarily in our Consumer Products segment, and from new products was the primary driver of the growth in net sales. Pricing actions across the portfolio also benefitted net sales.

During the first quarter of fiscal 2009, we continued to experience cost escalation. This significant cost escalation negatively impacted our results of operations despite our pricing, increased sales and cost savings initiatives. Cost increases were driven by higher ingredient, commodity and raw product costs. In particular, in our Pet Products segment, the price of grains, fats and oils has increased related to the demand for alternative fuels and in our Consumer Products segment, raw product costs have increased due to

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competition for limited acreage. During the first quarter of fiscal 2009, pricing actions, combined with our cost savings efforts, only partially offset inflationary and other cost increases in part due to the timing of certain pricing actions occurring in the latter portion of the first quarter of fiscal 2009. As a result, gross margin contracted by 500 basis points in the first quarter of fiscal 2009 as compared to the first quarter of fiscal 2008. For the remainder of fiscal 2009, we expect that ingredient, commodity, and raw product costs will continue to be higher than the prior year. In addition, for the remainder of fiscal 2009, diesel costs are also expected to continue to be higher than the prior year. We expect that in the second half of fiscal 2009 the combined impact of existing and anticipated pricing actions, together with the impact of our cost savings efforts, will fully mitigate second half fiscal 2009 cost increases. In addition, we expect inflation to level off from the highs recently experienced and we have hedged approximately 80% of our hedgeable key commodities for fiscal 2009. These hedgeable key commodities represent approximately 15% of our cost of products sold.

Our operating income for the three months ended July 27, 2008 was $13.3 million, which represented a decrease of $22.8 million or 63.2% compared to the three months ended July 29, 2007. The decrease in operating income was driven entirely by our Pet Products segment due to the increased costs discussed above, as well as by unfavorable product mix. The unfavorable product mix resulted from incremental promotional activity and consumer purchases of higher value, larger size packages of dry pet food at non-grocery locations which have a lower margin. The higher costs and unfavorable product mix were only partially offset by higher sales and the absence of $5.8 million of transformation costs incurred in the first quarter of fiscal 2008.

Critical Accounting Policies and Estimates

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

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

Trade Promotions

Trade promotions are an important component of the sales and marketing of our products, and are critical to the support of our business. Trade promotion costs include amounts paid to encourage retailers to offer temporary price reductions for the sale of our products to consumers, to advertise our products in their circulars, to obtain favorable display positions in their stores, and to obtain shelf space. We accrue for trade promotions, primarily at the time products are sold to customers, by reducing sales and recording a corresponding accrued liability. The amount we accrue is based on an estimate of the level of performance of the trade promotion, which is dependent upon factors such as historical trends with similar promotions, expectations regarding customer and consumer participation, and sales and payment trends with similar previously offered programs. Our original estimated costs of trade promotions are reasonably likely to change in the future as a result of changes in trends with regard to customer and consumer participation, particularly for new programs and for programs related to the introduction of new products. We perform monthly evaluations of our outstanding trade promotions; making adjustments, where appropriate, to reflect changes in our estimates. The ultimate cost of a trade promotion program is dependent on the relative success of the events and the actions and level of deductions taken by our customers for amounts they consider due to them. Final determination of the permissible trade promotion amounts due to a customer may take up to 18 months from the product shipment date. Our evaluations during the three months ended July 27, 2008 and July 29, 2007 resulted in no significant adjustments to our estimates relating to trade promotion liability.

Retirement Benefits

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

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

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

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

During the three months ended July 27, 2008, we recognized DB plans benefits expense of $3.0 million, and other benefits expense of $0.5 million. Our remaining fiscal 2009 DB plans benefits expense is currently estimated to be approximately $8.8 million and other benefits expense is currently estimated to be approximately $1.3 million. Our actual future DB plans benefits and other benefits expense amounts may vary depending upon various factors, including 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, in accordance with Financial Accounting Standards Board (“FASB”) Statement of Financial Accounting Standards (“SFAS”) No. 142, “Goodwill and Other Intangible Assets,” only those that have been purchased have a carrying amount on our consolidated balance sheet. During an acquisition, the purchase price is allocated to identifiable assets and liabilities, including brand names and other intangibles, based on estimated fair value, with any remaining purchase price recorded as goodwill.

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

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

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

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

We did not recognize any impairment charges for our Amortizing Brands, Non-Amortizing Brands or goodwill during the three months ended July 27, 2008 and July 29, 2007. While we currently believe the fair value of all of our intangible assets exceeds carrying value, materially different assumptions regarding future performance and discount rates could result in future impairment losses.

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Stock Option Expense

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

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

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

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

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

Retained-Insurance Liabilities

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

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 months ended July 27, 2008 and July 29, 2007 we experienced no significant adjustments to our estimates.

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Results of Operations

The following discussion provides a summary of operating results for the three months ended July 27, 2008, compared to the results for the three months ended July 29, 2007.

Net Sales

Net sales for the three months ended July 27, 2008 were $726.2 million, an increase of $99.4 million, or 15.9%, compared to $626.8 million for the three months ended July 29, 2007.

Net sales in our Consumer Products reportable segment were $383.5 million for the three months ended July 27, 2008, an increase of $65.6 million or 20.6% compared to the three months ended July 29, 2007. Net sales increased across the portfolio, particularly in vegetable and tomato products. The increased sales in vegetables were driven by higher volumes despite pricing. Higher volume in tomato products was driven by promotional activity, particularly in lower margin non-grocery locations. Pricing and new product sales also contributed to the increase.

Net sales in our Pet Products reportable segment were $342.7 million for the three months ended July 27, 2008, an increase of $33.8 million or 10.9% compared to $308.9 million for the three months ended July 29, 2007. The increase was primarily driven by volume growth in dry pet food products driven by promotional activity, new product sales and net pricing.

Cost of products sold. Cost of products sold for the three months ended July 27, 2008 was $566.8 million, an increase of $108.9 million, or 23.8%, compared to $457.9 million for the three months ended July 29, 2007. This increase was due to increased sales volumes as well as continued cost increases. Our cost increases were primarily due to higher ingredient, commodity, raw product and other related costs, particularly in grains, fats and oils which primarily impacted our Pet Products segment, and in raw product costs which primarily impacted our Consumer Products segment. In our Pet Products segment, commodity and ingredient costs, which represent over one-third of total cost of sales, increased over 40% in the three months ended July 27, 2008 compared to the three months ended July 29, 2007. In addition, we experienced higher logistics and other transportation costs as a result of higher fuel costs in both the Consumer Products and Pet Products segments. Higher packaging costs, primarily related to increased tinplate costs affecting the Consumer Products segment, also negatively impacted cost of products sold.

Gross margin. Our gross margin percentage for the three months ended July 27, 2008 decreased 5.0 points to 21.9%, compared to 26.9% for the three months ended July 29, 2007. Gross margin was impacted by an 8.4 margin point reduction related to the higher costs noted above and a 1.1 margin point reduction due to unfavorable product mix. This decrease was partially offset by 4.5 margin points of net pricing. The unfavorable product mix impacted our Pet Products segment and resulted from consumer migration to higher value, larger size packages of dry pet food at non-grocery locations which have a lower margin, as well as promotional activity.

Selling, general and administrative expense. Selling, general and administrative (“SG&A”) expense for the three months ended July 27, 2008 was $146.1 million, an increase of $13.3 million, or 10.0%, compared to SG&A of $132.8 million for the three months ended July 29, 2007. The increase in SG&A expense was in part due to higher volume-driven customer delivery expenses as well as higher diesel costs. In addition, we incurred costs associated with the centralization of all marketing and certain related functions in San Francisco, as well as higher marketing costs reflecting increased investments behind new product launches in the Pet Products segment. This increase was partially offset by the absence of transformation costs in the first quarter of fiscal 2009, compared to $5.6 million for the three months ended July 29, 2007.

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Operating Income

Operating income for the three months ended July 27, 2008 was $13.3 million, a decrease of $22.8 million, or 63.2%, compared to operating income of $36.1 million for the three months ended July 29, 2007.

Our Consumer Products reportable segment operating income increased by $0.3 million, or 3.2%, to $9.8 million for the three months ended July 27, 2008 from $9.5 million for the three months ended July 29, 2007. This increase was driven by the increased sales, including pricing actions, largely offset by higher costs, all as noted above.

Our Pet Products reportable segment operating income decreased by $28.5 million, or 64.9%, to $15.4 million for the three months ended July 27, 2008 from $43.9 million for the three months ended July 29, 2007. This decrease was driven primarily by the significant increase in costs, partially offset by the increase in sales, including pricing, all as noted above. The impact of our implemented pricing actions was muted in the first quarter of fiscal 2009, in part due to the timing of recent pricing toward the end of the first quarter. Unfavorable product mix resulting from incremental promotional activity and consumer purchases of higher value, larger size packages of dry pet food at non-grocery locations, which have a lower margin, also negatively impacted operating income.

Our corporate expenses decreased by $5.4 million during the three months ended July 27, 2008 compared to the prior year period. This decrease resulted primarily from the absence of transformation costs in the three months ended July 27, 2008, compared to $5.2 million of transformation costs in the three months ended July 29, 2007.

Interest expense. Interest expense decreased $5.2 million, or 15.9%, to $27.6 million for the three months ended July 27, 2008 from $32.8 million for the three months ended July 29, 2007. This decrease resulted primarily from lower average interest rates.

Provision for Income Taxes. The effective tax rate for the three months ended July 27, 2008 was 39.4%, compared to 37.0% for the three months ended July 29, 2007. This change is primarily due to a greater portion of income earned in lower tax rate jurisdictions in the prior year. As a result of the reclassification of our seafood business to discontinued operations, we now expect our effective tax rate for continuing operations to be between 38% and 40% for fiscal 2009.

Income (loss) from Discontinued Operations. The loss from discontinued operations of $2.1 million for the three months ended July 27, 2008 and the income from discontinued operations of $1.8 million for the three months ended July 29, 2007 primarily represents the results of operations of our seafood business, which we entered into an agreement to sell in June 2008. See “Corporate Overview” above.

Liquidity and Capital Resources

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

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In August 2006, the Pension Protection Act of 2006 (the “Act”) was signed into law. In general, the Act encourages employers to fully fund their defined benefit pension plans. The effect of the Act on Del Monte is to encourage us to fully fund our defined benefit pension plans by 2011 and meet incremental plan funding thresholds applicable for each year prior to 2011. Further, the Act would impose certain negative consequences on our defined benefit plans beginning with the 2008 plan year if they do not meet certain threshold funding levels. Accordingly, this legislation has resulted in, and in the future may additionally result in, accelerated funding of our defined benefit pension plans. We made contributions of approximately $7.9 million in the first quarter of fiscal 2009 and expect to make contributions of approximately $12.0 million for the remainder of fiscal 2009, essentially all of which are expected to be minimum contributions. In fiscal 2008, we made contributions of $34.4 million, which included a minimum contribution of approximately $16.0 million and an incremental contribution of approximately $18.4 million. We continue to analyze the full impact of this law on our financial position, results of operations and cash flows. Refer to Note 11 to the Consolidated Financial Statements in our 2008 Annual Report for information about our defined benefit pension plans.

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

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