866873--7/11/2006--DEL_MONTE_FOODS

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{regulation, government, change}

{acquisition, growth, future}

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If we do not successfully integrate the Meow Mix and Milk-Bone businesses, we may not realize the expected benefits of these acquisitions. The inputs, commodities, ingredients and raw materials that we require are subject to price increases and shortages that could adversely affect our profitability. We may be unable to effectively pass increased costs along to our customers. If costs remain at their current high levels, our projected financial results could be adversely affected. In particular, shortages of tinplate and increases in, or continuing high, tinplate prices could materially adversely affect our results of operations. Disruptions in our supply of cans and ends, whether caused by tinplate shortages or other factors, could also adversely affect our results of operations. Increases in logistics and other transportation-related costs could materially adversely impact our results of operations. Our ability to competitively serve our customers depends on the availability of reliable and low-cost transportation. Our substantial indebtedness could adversely affect our operations and financial condition. If our cash from operations is not sufficient to enable us to reduce our debt as anticipated, our interest expense could be materially higher than anticipated and our financial performance could be adversely affected. If our cash from operations is not sufficient to meet our expenses and debt service obligations, we may be required to refinance our debt, sell assets, borrow additional money or raise equity. Despite our significant indebtedness, we may still be able to incur substantially more debt through additional borrowings. This could further exacerbate the risks described above. Restrictive covenants in our credit facility and indentures may restrict our operational flexibility. Our ability to comply with these restrictions depends on many factors beyond our control. We may not be able to successfully implement our business strategies to reduce costs. Failure to reduce costs could adversely affect our results of operations. Transformation endeavors may have a material adverse effect on our business, financial condition and financial results. We may not be able to successfully introduce new products, which could decrease our profitability. If we do not compete successfully and maintain or improve the market shares of our products, our business and revenues may be adversely affected. If we are unable to increase prices for our products, our results of operations could be adversely affected. If price increases result in greater than expected volume sales losses, our results of operations could be adversely affected. If we do not successfully manage the price gap between our branded products and those of our private-label competition, our sales could suffer and our revenues and results of operations could be adversely affected. Some of our co-packers are competitors. We will not benefit from preferential tax treatment for our products produced in American Samoa if the legislation providing for such treatment is not renewed. We rely primarily upon a single company to provide us with logistics services and any failure by this provider to effectively service us could adversely affect our business. Our operating results will depend, in part, on the effectiveness of our marketing and advertising programs. Changes in our marketing and pricing strategies may adversely impact our market share and results of operations. We may be unable to anticipate changes in consumer preferences, which may result in decreased demand for our products. We may not be able to successfully maintain the level of our product distribution to high volume club stores and mass merchandisers, which could adversely impact our net sales and results of operations. Because we are dependent upon a limited number of customers, the loss of a significant customer could adversely affect our results of operations. Large sophisticated customers may pressure us to lower our prices, not institute price increases, or take other actions that may adversely impact our results of operations. To the extent our customers purchase product in excess of consumer consumption in any period, our sales in a subsequent period may be adversely affected as customers seek to reduce their inventory levels. To the extent customers seek to reduce their usual or customary inventory levels, our sales may be adversely affected. We use a single national broker to represent a significant portion of our branded products to the retail grocery trade and any failure by the broker to effectively represent us would adversely affect our business. If our assessments and assumptions about commodity prices, as well as ingredient and other prices, prove to be incorrect in connection with our hedging or forward-buy efforts or planning cycles, our costs may be greater than anticipated and our financial results could be adversely affected. Concerns regarding methylmercury in seafood products, including tuna, could adversely affect our business. If we are subject to product liability claims, we may incur significant and unexpected costs and our business reputation could be adversely affected. If we experience product recalls, we may incur significant and unexpected costs and our business reputation could be adversely affected. We may not be successful in our future acquisition endeavors, if any, which could have an adverse effect on our business and results of operations. Changes in weather conditions and natural disasters can affect crop or fish supplies, which can adversely affect our operations and our results of operations. Natural disasters can disrupt our operations, which could adversely affect our results of operations. Inventory in our Del Monte Brands operating segment s results of operations is highly seasonal. Interference with our production schedule during peak months or inventory shortages could negatively impact our results of operations. We rely upon co-packers to provide our supply of some products. Any failure by co-packers to fulfill their obligations could adversely affect our financial performance. The terms in our supply agreement for cans and ends with Impress could adversely affect the profitability of our products. We are subject to environmental regulation and environmental risks, which may adversely affect our business. Government regulation could increase our costs of production and increase legal and regulatory expenses. Failure by third-party co-packers to comply with environmental or other regulations may disrupt our supply of certain products and adversely affect our financial performance. If we are unable to renew our lease in Terminal Island, CA, we may incur expenses that could materially adversely affect our earnings. Risk associated with foreign operations, including changes in import/export duties, wage rates, political or economic climates, or exchange rates, may adversely affect our operations. If we are not successful in protecting our intellectual property rights, we may harm our ability to compete. Intellectual property infringement claims may adversely impact our results of operations. Our business could be harmed by strikes or work stoppages by Del Monte employees. Our Del Monte brand name could be confused with names of other companies who, by their act or omission, could adversely affect the value of the Del Monte brand name.

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866873--7/11/2006--DEL_MONTE_FOODS_CO