##### Table of Contents



UNITED STATES SECURITIES AND
    EXCHANGE COMMISSION
 Washington, D.C.
    20549
      Form 10-K
  (Mark One)þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
    OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended
    July 31, 2007ORo

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
    OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period
    from          to   Commission File No.:
    000-51439
      DIAMOND FOODS, INC.
 (Exact name of registrant as
    specified in its charter)
  Delaware

20-2556965(State of
    Incorporation)

(IRS Employer Identification
    No.)1050 South Diamond Street

95205-7087Stockton, California

(Zip Code)(Address of Principal Executive
    Offices)   209-467-6000
 (Telephone No.)
  Securities registered pursuant to Section 12(b) of the
    Act:
  Title of Each Class:

Name of Exchange on Which Registered:Common Stock, $0.001 par value

NASDAQ Global Select MarketSeries A Junior Preferred Stock Purchase Right

NASDAQ Global Select Market   Securities registered pursuant to Section 12(g) of the
    Act:
 None
  o þ
  o þ
  þ o
  Regulation S-K Form 10-K Form 10-K. þ
  Rule 12b-2
 o þ o
  Rule 12b-2).  Yes o þ
    DOCUMENTS
    INCORPORATED BY REFERENCE:




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##### 



TABLE OF
    CONTENTS
  PagePART IItem 1.


Business


3Item 1A.


Risk Factors


8Item 1B.


Unresolved Staff Comments


12Item 2.


Properties


12Item 3.


Legal Proceedings


12Item 4.


Submission of Matters to a Vote of Security
    Holders


12PART IIItem 5.


Market for Registrants Common Equity,
    Related Stockholder Matters and Issuer Purchases of Equity
    Securities


13Item 6.


Selected Financial Data


14Item 7.


Managements Discussion and Analysis of
    Financial Condition and Results of Operations


15Item 7A.


Quantitative and Qualitative Disclosure About
    Market Risk


23Item 8.


Financial Statements and Supplementary Data


23Item 9.


Changes in and Disagreements with Accountants on
    Accounting and Financial Disclosure


50Item 9A.


Controls and Procedures


50Item 9B.


Other Information


50PART IIIItem 10.


Directors, Executive Officers and Corporate
    Governance


50Item 11.


Executive Compensation


50Item 12.


Security Ownership of Certain Beneficial Owners
    and Management and Related Stockholder Matters


50Item 13.


Certain Relationships and Related Transactions,
    and Director Independence


50Item 14.


Principal Accountant Fees and Services


50PART IVItem 15.


Exhibits and Financial Statement Schedules


51Signatures


54EXHIBIT 23.01EXHIBIT 23.02EXHIBIT 31.01EXHIBIT 31.02EXHIBIT 32.01
 2




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##### Table of Contents



CAUTIONARY
    STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
    Form 10-Q
  PART I
  Item 1.
    Business  Overview
        
    Culinary.  We sell culinary nuts under the
    Diamond of California brand in grocery store center aisle and
    produce aisles and through mass merchandisers and club stores.
    Culinary nuts are marketed to individuals who prepare meals or
    baked goods at home and who value fresh, high-quality products.
    Snack.  We sell snack products under the
    Emerald and Emerald/Harmony brands. These products, which
    include roasted, glazed and flavored nuts, trail mixes, seeds,
    dried fruit and similar offerings packaged in innovative
    resealable containers, are typically available in grocery store
    snack and produce aisles, mass merchandisers, club stores,
    convenience stores, drug stores and other places where snacks
    are sold.
    In-shell.  We sell in-shell nuts under the
    Diamond of California brand, primarily during the winter holiday
    season. These products are typically available in grocery store
    produce sections, mass merchandisers and club stores.
    Ingredient/Food Service.  We market ingredient
    and food service nuts under the Diamond of California brand to
    food processors, restaurants, bakeries and food service
    companies and their suppliers. Our institutional and industrial
    customers use our standard or customer-specified products to add
    flavor and enhance nutritional value and texture in their
    product offerings.
 3




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##### Table of Contents



Year Ended July 31, 2007


Year Ended July 31, 2006


Year Ended July 31, 2005North


Inter-





North


Inter-





North


Inter-America


national


Total


America


national


Total


America


national


TotalCulinary

$
207.0


$
9.0


$
216.0


$
189.4


$
12.1


$
201.5


$
164.2


$
21.0


$
185.2Snack


79.6







79.6



40.7







40.7



21.5







21.5In-shell


46.5



34.7



81.2



44.7



40.3



85.0



42.8



42.3



85.1Total retail


333.1



43.7



376.8



274.8



52.4



327.2



228.5



63.3



291.8Ingredient/food service


73.9



69.1



143.0



84.5



62.4



146.9



107.0



59.2



166.2Other


2.8







2.8



3.1







3.1



4.5







4.5Total

$
409.8


$
112.8


$
522.6


$
362.4


$
114.8


$
477.2


$
340.0


$
122.5


$
462.5     www.diamondfoods.com.
  Our
    Strategy
    Increase market share in the snack
    industry.
  Improve gross and operating margins.
  Expand and improve our distribution
    channels.
  Pursue external growth opportunities.
 4




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##### Table of Contents




    introduce new products that are complementary to our existing
    product lines and are capable of being marketed through our
    existing production and distribution systems;
    build our brands value; and
    enhance our processing and distribution capabilities to lower
    our costs.  Principal
    Products
    Category

Products

Product FeaturesCulinary

 Shelled nuts

 Whole, sliced, chopped and ground nuts Pegboard nuts

 Recipe ready packages ranging from 2.25- 4.0 ounce
    sizes Glazed nuts Harvest Reserve Premium nuts

 Premium specialty nuts sold in stand-up resealable
    bagsSnack

 Glazed nuts

 Patented glazing process combined with unique flavors Mixed nuts

 Package sizes ranging from
    2.5-ounce to
    40-ounce in foil bags, canisters, and Polyethylene Terephthalate
    (PET) Jugs Roasted nuts

 Innovative canisters designed to be portable with a
    lid measuring one serving  1.5 oz of nuts Trail mix

 Unique blends and nutritionally dense products Natural snack products for the produce aisle

 4 segments for produce snacks: nuts and seeds;
    trail/snack mixes; dried fruits; and sweet snacks, under the
    Emerald/Harmony brandIn-shell

 Various uncracked nuts, cleaned and/or polished

 Packaged in clear visible bags, mesh bags and bulk
    display units Mixed nuts

 Various package sizes ranging from one-pound bags to
    25-kilogram
    sacks, with nut sizes ranging from baby to jumboIngredient/Food Service

 Shelled and processed nuts

 Whole, sliced, chopped and diced ground nuts Custom-processed nuts

 Food processor product of uniform size and
    consistent color Glazed nuts

 Various large package sizes (ranging from 2 pounds
    to 30 pounds) tailored for business usage Flexible processing and packaging operations
 5




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Marketing
        Sales and
    Distribution
 6




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##### Table of Contents



Product
    Development and Production
      Competition
    Raw
    Materials and Supplies
        Trademarks
    and Patents
    Seasonality
 7




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##### Table of Contents



Employees
    Item 1A.
    Risk
    Factors    We could
    be required to conduct product recalls; concerns with the safety
    and quality of food products could harm our sales or cause
    consumers to avoid our products.
    Our raw
    materials are subject to fluctuations in availability and
    price.
 8




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##### Table of Contents



We face
    intense competition from national and regional competitors and
    snack food industry competitors that could negatively affect our
    results of operations.
        Sales to
    our top customer represented approximately 19% of our net sales.
    The loss of any major customer could adversely impact our
    business.
    Because
    we experience seasonal fluctuations in our sales, our quarterly
    results will fluctuate and our annual performance will depend
    largely on results from two quarters.
    Changes
    in the food industry, including changing dietary trends and
    consumer preferences, could reduce demand for our
    products.
 9




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##### Table of Contents



Developments
    in the walnut industry could threaten our position in the
    industry.
    We depend
    on our key personnel and if we lose the services of any of these
    individuals, or fail to attract and retain additional key
    personnel, we will not be able to implement our business
    strategy or operate our business effectively.
    The
    Public Health Security and Bioterrorism Preparedness and
    Response Act of 2002 could disrupt our supply of imported
    nuts.
    Government
    regulation could increase our costs of production and increase
    our legal and regulatory expenditures.
 10




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##### Table of Contents



We are
    subject to risks of doing business internationally.
    
    local economic and political conditions, including disruptions
    in trading markets;
    restrictive foreign governmental actions, including restrictions
    on transfers of funds and trade protection measures, including
    export duties and quotas and customs duties and tariffs;
    changes in legal or regulatory requirements affecting foreign
    investment, loans, taxes, imports, and exports;
    currency exchange rate fluctuations which, depending upon the
    nature of the changes, may make our finished products more
    expensive compared to foreign grown products or may increase our
    cost of obtaining foreign-sourced raw materials; and
    earthquakes, tsunamis, floods or other major disasters may limit
    the supply of nuts that we purchase abroad.    Increased
    costs associated with product processing and transportation,
    such as water, electricity, natural gas and fuel, could increase
    our expenses and reduce our profitability.
    A
    disruption at any of our production facilities would
    significantly decrease production, which could increase our cost
    of sales and reduce our income from operations.
    The
    acquisition of other businesses could pose risks to our
    profitability.
 11




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##### Table of Contents



Our
    business could be negatively impacted if we fail to maintain
    satisfactory labor relations.
    Item 1B.
    Unresolved
    Staff Comments    Item 2.
    Properties      Item 3.
    Legal
    Proceedings    Item 4.
    Submission
    of Matters to a Vote of Security Holders
 12




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##### Table of Contents



PART II
  Item 5.
    Market
    for Registrants Common Equity, Related Stockholder Matters
    and Issuer Purchases of Equity Securities    DividendsHigh


Low


DeclaredYear Ended July 31, 2007:Fourth Quarter

$
18.20


$
15.25


$
0.03Third Quarter

$
19.64


$
15.00


$
0.03Second Quarter

$
19.93


$
15.90


$
0.03First Quarter

$
18.10


$
13.15


$
0.03Year Ended July 31, 2006:Fourth Quarter

$
20.04


$
13.85


$
0.03Third Quarter

$
21.80


$
16.52


$
0.03Second Quarter

$
22.00


$
15.45


$
0.03First Quarter

$
22.54


$
16.01


$
         Total Number of


Approximate DollarTotal Number


Average Price


Shares Repurchased as


Value of Sharesof Shares


Paid per


Part of Publicly


That May yet Be PurchasedPeriod

Repurchased(1)


Share


Announced Plans


Under the PlansRepurchases from May 1 through May 31, 2007


3,002


$
16.58







Repurchases from June 1 through June 30, 2007


2,498


$
17.51







Repurchases from July 1 through July 31, 2007


64,815


$
17.03







Total


70,315


$
17.03







     (1)
    
    All of the shares in the table above were originally granted to
    employees as restricted stock pursuant to our 2005 Equity
    Incentive Plan (EIP). Pursuant to the EIP, all of
    the shares reflected above were relinquished by employees in
    exchange for Diamonds agreement to pay federal and state
    withholding obligations resulting from the vesting of the
    restricted stock. The repurchases reflected above were not made
    pursuant to a publicly announced plan and are treated as
    treasury shares available for reissuance.
 13




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##### Table of Contents



Item 6.
    Selected
    Financial Data    Years Ended July 31,2007


2006


2005


2004


2003(In thousands, except per share information)Statements of operations (2007 and 2006)/Net proceeds data
    (1):Net sales

$
522,585


$
477,205


$
462,548


$
359,683


$
308,450Patronage inventory at beginning of period










(101,403
)


(94,701
)


(96,508
)Patronage inventory at end of period










67,152



101,403



94,701Net sales (2007 and 2006)/Gross marketing


522,585



477,205



428,297



366,385



306,643pool proceedsTotal cost of sales


443,945



411,809



191,387



142,592



111,483Gross margin (2007 and 2006)/Proceeds before operating expenses


78,640



65,396



236,910



223,793



195,160Operating expenses:Selling general and administrative


42,541



37,046



33,188



28,169



26,937Advertising


20,445



17,977



22,153



14,673



8,744Restructuring and other costs, net


(15
)


3,442











Loss on termination of defined benefit plan


3,054















Total operating expenses


66,025



58,465



55,341



42,842



35,681Income from operations (2007 and 2006) / Operating proceeds


12,615



6,931



181,569



180,951



159,479Interest, net


1,291



295



4,433



3,403



3,282Conversion costs










697







Early extinguishment of debt










2,028







Other


98



310











Income/Proceeds before income taxes


11,226



6,326



174,411



177,548



156,197Income tax expense (benefit)


2,793



(1,010
)


(8,385
)


(43
)


1,526Net income (2007 and 2006)/Net proceeds

$
8,433


$
7,336


$
182,796


$
177,591


$
154,671Earnings per shareBasic

$
0.53


$
0.47Diluted

$
0.53


$
0.47Shares used to compute earnings per shareBasic


15,786



15,634Diluted


15,786



15,653
 14




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##### Table of Contents



Years Ended July 31,2007


2006


2005


2004


2003(In thousands)Balance sheet data:Cash and cash equivalents

$
33,755


$
35,614


$
49,035


$
4,780


$
306Working capital


100,527



87,689



89,022



72,556



56,343Total assets


236,403



253,032



252,028



205,895



172,168Total debt, including short-term debt


20,507



20,000



22,119



79,756



61,239Total stockholders/members equity


125,341



110,826



99,462



59,214



44,216   Other data (Unaudited):Walnuts sales as a percentage of total net sales


59.8%



67.0%



71.4%



71.7%



75.7%     (1)
    
    As an agricultural cooperative association, we derived revenues
    from our patronage business, which consisted of processing and
    marketing walnuts on behalf of Diamond members and our
    non-patronage business, which consisted of purchasing,
    processing and marketing nut varieties other than walnuts. Our
    financial statements prior to fiscal year 2006 included
    statements of net proceeds prepared in accordance with GAAP for
    agricultural cooperative associations, rather than statements of
    operations. Net proceeds are amounts distributable to member
    growers from the patronage business. Net proceeds also include
    net income or loss from non-patronage business. Net proceeds do
    not include walnut acquisition costs. Effective August 1,
    2005, our financial statements have been prepared in accordance
    with GAAP for companies that are not cooperative associations.
    We were not a public company during fiscal years prior to 2006,
    thus no earnings per share data is presented for those years.
    Also see Note 1 of notes to consolidated financial
    statements.  Item 7.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  Summary
 15




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##### Table of Contents



Critical
    Accounting Policies
    Revenue Recognition.
  Inventories. (first-in,
    Valuation of Long-lived and Intangible Assets and
    Goodwill. Accounting for the Impairment or
    Disposal of Long-lived Assets. Goodwill and Other Intangible Assets
 16




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##### Table of Contents



Employee Benefits.
  Income Taxes. Accounting for
    Income Taxes
  Accounting for Stock-Based Compensation. Share-Based
    Payment
  Non-GAAP Financial
    Information
      
    are unable to determine retroactively what we would have paid
    for walnuts in prior years had we not been a cooperative
    association;
    are unable to determine whether what we would have paid for
    walnuts would approximate amounts paid to other growers by other
    processors as reflected in the CASS statistics;
    are limited by the level of detail provided by the CASS
    statistics; and
    cannot ensure that the cost of sales amounts implied by the CASS
    statistics are representative of future cost of sales amounts.
 17




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##### Table of Contents



Year Ended July 31,2007


2006


2005(In thousands)Net sales

$
522,585


$
477,205


$
462,548Non-GAAP cost of sales


443,945



409,039



413,750Non-GAAP gross margin

$
78,640


$
68,166


$
48,798    Year Ended July 31,2006


2005(In thousands)GAAP cost of sales

$
411,809


$
191,387Adjustment to remove one time impact of accounting for certain
    inventories on NRV basis


(2,770
)


Adjustment to convert walnut inventories to cost basis and to
    record estimated walnut cost of goods sold






222,363Non-GAAP cost of sales

$
409,039


$
413,750   Results
    of Operations
  2007
    Compared to 2006
    Years ended July 31,


% Change from2007


2006


2006 to 2007North American Retail(1)

$
333,117


$
274,879



21.2
%International


112,830



114,781



(1.7
)North American Ingredient/Food Service


73,822



84,475



(12.6
)Other


2,816



3,070



(8.3
)Total

$
522,585


$
477,205



9.5
%     (1)
    
    North American Retail represents sales of our culinary, snack
    and in-shell products in North America.      Years ended July 31,2007


2006Walnuts


59.8
%


67.0
%Other nuts


40.2
%


33.0
%Total


100.0
%


100.0
%
 18




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##### Table of Contents



Gross margin.
  Selling, general and administrative.
  Advertising.
  Restructuring and other costs,
    net.
    Loss on termination of defined benefit
    plan.
  Interest.
  Income taxes.
  2006
    Compared to 2005
 19




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##### Table of Contents



Years ended July 31,


% Change from2006


2005


2005 to 2006North American Retail

$
274,879


$
228,522



20.3
%International


114,781



122,514



(6.3
)North American Ingredient/Food Service


84,475



107,029



(21.1
)Other


3,070



4,483



(31.5
)Total

$
477,205


$
462,548



3.2
%       Years Ended July 31,2006


2005Walnuts


67.0
%


71.4
%Other nuts


33.0
%


28.6
%Total


100.0
%


100.0
%   Gross margin.
  Selling, general and administrative.
  Advertising.
  Interest.
  Income taxes.
  Liquidity
    and Capital Resources
 20




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##### Table of Contents



21




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##### Table of Contents



Contractual
    Obligations and Commitments
    Payments Due by PeriodLess than


1-3


3-5


More thanTotal


1 Year


Years


Years


5 YearsLong-term obligation (a)

$
20.3


$
0.1


$
4.1


$
8.1


$
8.0Interest on long-term obligations


6.5



1.5



2.8



1.7



0.5Operating leases


13.8



2.0



3.8



3.7



4.3Purchase commitments (b)


3.6



3.6











Other long-term liabilities (c)


6.7



0.2



0.4



0.5



5.6Total

$
50.9


$
7.4


$
11.1


$
14.0


$
18.4     (a)
    
    Excludes $2.3 million in letters of credit outstanding
    related to normal business transactions.(b)
    
    Commitments to purchase new equipment. Excludes purchase
    commitments under Walnut Purchase Agreements.(c)
    
    Excludes $0.4 million in deferred rent liabilities.  Off-Balance
    Sheet Arrangements
  Regulation S-K.
  Effects
    of Inflation
    Recent
    Accounting Pronouncements
  Accounting for
    Uncertainty in Income Taxes  an interpretation of
    FASB Statement 109,
  Fair Value Measurements
  The Fair Value Option for Financial Assets and
    Financial Liabilities  Including an amendment of FASB
    Statement No. 115
  No. 06-11 Accounting for Income Tax Benefits of Dividends on
    Share-Based Payment Awards (EITF 06-11). EITF 06-11 EITF 06-11
 22




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##### Table of Contents



Item 7A.
    Quantitative
    and Qualitative Disclosures About Market Risk  Market Risk.
  Commodities Risk.
  Interest Rate Risk.
      Item 8.
    Financial
    Statements and Supplementary Data  MANAGEMENTS
    REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
  Rule 13a-15(f)
        /s/  Michael
    J.
    MendesPresident
    and
    Chief Executive officer

/s/  Seth
    HalioExecutive
    Vice President and
    Chief Financial Officer
 23




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##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
  
  Internal Control Integrated Framework
        Internal Control  Integrated Framework
 24




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##### Table of Contents



Employers
    Accounting for Defined Benefit Pension and Other Postretirement
    Plans. Share-Based
    Payment,
 25




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##### Table of Contents



DIAMOND
    FOODS, INC.
  CONSOLIDATED
    BALANCE SHEETS
  July 31,2007


2006(In thousands, except share and per share information)ASSETSCurrent assets:Cash and cash equivalents

$
33,755


$
35,614Trade receivables, net


50,662



49,536Inventories


90,619



99,177Deferred income taxes


4,805



4,578Prepaid income taxes


1,854



3,147Property held for sale






1,728Prepaid expenses and other current assets


2,417



4,182Total current assets


184,112



197,962Property, plant and equipment, net


33,936



34,291Investment in CoBank


1,774



2,191Deferred income taxes


4,922



4,812Goodwill


5,432



5,077Other intangible assets, net


3,707



3,941Other assets


2,520



4,758Total assets

$
236,403


$
253,032LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Current portion of long term obligations

$
162


$
Accounts payable and accrued liabilities


26,306



28,371Payable to growers


57,117



81,902Total current liabilities


83,585



110,273Long-term obligations


20,345



20,000Other liabilities


7,132



11,933Commitments and contingenciesStockholders equity:Preferred stock, $0.001 par value; Authorized:
    5,000,000 shares; no shares issued or outstanding






Common stock, $0.001 par value; Authorized:
    100,000,000 shares;15,848,717 and 15,737,194 shares issued and 15,764,647 and
    15,737,194 shares outstanding at July 31, 2007 and
    2006, respectively


16



16Treasury stock, at cost: 84,070 shares at July 31, 2007


(1,436
)


Additional paid-in capital


101,106



93,962Accumulated other comprehensive income (loss)


2,233



(36
)Retained earnings


23,422



16,884Total stockholders equity


125,341



110,826Total liabilities and stockholders equity

$
236,403


$
253,032
 26




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##### Table of Contents



DIAMOND
    FOODS, INC.
  CONSOLIDATED
    STATEMENTS OF OPERATIONS (2007 AND 2006)
 CONSOLIDATED
    STATEMENT OF NET PROCEEDS (2005)
  Year Ended July 31,2007


2006


2005(In thousands, except per share information)Net sales

$
522,585


$
477,205


$
462,548Patronage inventory at end of period










(101,403
)Patronage inventory at beginning of period










67,152Net sales (2007 and 2006)/Gross marketing pool proceeds (2005)


522,585



477,205



428,297Cost of sales


443,945



409,039



191,387Cost of sales  NRV amount






2,770



Total cost of sales


443,945



411,809



191,387Gross margin (2007 and 2006)/Proceeds before operating expenses
    (2005)


78,640



65,396



236,910Operating expenses:Selling, general and administrative (including $5,859 and $3,992
    of stock-based compensation for 2007 and 2006)


42,541



37,046



33,188Advertising


20,445



17,977



22,153Restructuring and other costs, net


(15
)


3,442



Loss on termination of defined benefit plan


3,054







Total operating expenses


66,025



58,465



55,341Income from operations (2007 and 2006)/Operating proceeds (2005)


12,615



6,931



181,569Interest expense, net


1,291



295



4,433Conversion costs










697Other


98



310



Early extinguishments of debt










2,028Income before income tax expense (benefit)(2007 and 2006)/Proceeds before income tax (benefit) (2005)


11,226



6,326



174,411Income tax expense (benefit)


2,793



(1,010
)


(8,385
)Net income (2007 and 2006)/Net proceeds (2005)

$
8,433


$
7,336


$
182,796Earnings per shareBasic

$
0.53


$
0.47Diluted

$
0.53


$
0.47Shares used to compute earnings per shareBasic


15,786



15,634Diluted


15,786



15,653
 27




---



##### Table of Contents



DIAMOND
    FOODS, INC.
    CONSOLIDATED STATEMENTS OF STOCKHOLDERS/MEMBERS
    EQUITY
 Accumulated


TotalAdditional


Working





Other


Stockholders/Common Stock


Treasury


Paid-In


Capital


Retained


Comprehensive


MembersShares


Amount


Stock


Capital


Retains


Earnings


Income/(Loss)


Equity(In thousands, except share information)Balance, July 31, 2004





$



$



$



$
41,714


$
17,500


$



$
59,214Nonpatronage loss






















(6,545
)






(6,545
)Working capital retains


















38,500











38,500Initial public offering of common stock, net of underwriting and
    offering expenses and amounts due former members electing cash
    in lieu of common stock


15,555,506



16







88,491



(38,500
)










50,007Revolvement of working capital retains


















(41,714
)










(41,714
)Balance, July 31, 2005


15,555,506



16







88,491







10,955







99,462Shares issued under Employee Stock Purchase Plan (ESPP)


57,872











802















802Stock compensation expense


123,816











3,992















3,992ESPP disqualifying dispositions














37















37Conversion of Long TermIncentive Plan














640















640Dividends paid






















(1,407
)






(1,407
)Comprehensive Income:Net income






















7,336







7,336Other comprehensive loss


























(36
)


(36
)Total comprehensive income:






























7,300Balance, July 31, 2006


15,737,194



16







93,962







16,884



(36
)


110,826Shares issued under ESPP and upon stock option exercises


88,355











1,204















1,204Stock compensation expense


23,168











5,859















5,859ESPP disqualifying dispositions














78















78Tax benefit  restricted stock














3















3Treasury stock repurchase


(84,070
)






(1,436
)


















(1,436
)Dividends paid






















(1,895
)






(1,895
)Adjustment to initially apply SFAS No. 158


























2,230



2,230Comprehensive income:Net income






















8,433







8,433Other comprehensive income


























39



39Total comprehensive income:






























8,472Balance, July 31, 2007


15,764,647


$
16


$
(1,436
)

$
101,106


$



$
23,422


$
2,233


$
125,341
 28




---



##### Table of Contents



DIAMOND
    FOODS, INC.
  CONSOLIDATED
    STATEMENTS OF CASH FLOWS
  Year Ended July 31,2007


2006


2005(In thousands)CASH FLOWS FROM OPERATING ACTIVITIESNet income (2007 and 2006)/Net proceeds (2005)

$
8,433


$
7,336


$
182,796Adjustments to reconcile net income (2007 and 2006)/net proceeds
    (2005) to net cash provided by operating activities:Depreciation and amortization


7,561



5,532



4,717Deferred income taxes


(1,874
)


(1,531
)


(6,593
)Loss on termination of defined benefit plan


2,575Tax benefit related to stock-based compensation plans


81



37



Excess tax benefit from ESPP and stock option transactions


(81
)


(37
)


Stock-based compensation


5,859



3,992



Gain on sale of property held for sale


(1,193
)






Loss on disposal of fixed assets


19



442



Gain on foreign currency


39







Early extinguishment of debt










233CoBank patronage dividend paid in stock


(2
)


(47
)


(119
)Changes in assets and liabilities (net of effects of
    acquisition):Trade receivables


(1,048
)


(4,805
)


(9,470
)Inventories


8,077



17,278



24,346Prepaid expenses and other current assets


1,581



(1,957
)


(1,482
)Other assets


454



1,764



1,310Accounts payable and accrued liabilities


(1,871
)


(4,419
)


8,106Payable to growers


(24,785
)


9,348Other liabilities


(11
)


1,027



811Adjustment to current member account for change in prepaid
    inventory costs










7,216Cash payments to members










(201,415
)Net cash provided by operating activities


3,814



33,960



10,456CASH FLOWS FROM INVESTING ACTIVITIES:Capital revolvement from CoBank


419



126



100Proceeds from sales of property, plant and equipment


2,941



49



Acquisition of Harmony


(197
)


(19,186
)


Purchases of property, plant, and equipment


(6,790
)


(8,354
)


(10,500
)Net cash used in investing activities


(3,627
)


(27,365
)


(10,400
)CASH FLOWS FROM FINANCING ACTIVITIES:Note payable borrowings (repayments), net






(2,119
)


(42,173
)Net proceeds from initial public offering










105,836Payment to members for membership interests






(17,329
)


Issuance of common stock under stock plans


1,204



802



Dividends paid


(1,895
)


(1,407
)


Excess tax benefit from ESPP and stock option transactions


81



37



Purchases of treasury stock


(1,436
)






Additions to long-term obligation










10,000Payments of long-term obligations










(25,464
)Net cash provided by (used in) financing activities


(2,046
)


(20,016
)


48,199Net increase (decrease) in cash and cash equivalents


(1,859
)


(13,421
)


48,255Cash and cash equivalents:Beginning of period


35,614



49,035



780End of period

$
33,755


$
35,614


$
49,035Supplemental disclosure of cash flow information:Cash paid (received) during the period for:Interest

$
1,638


$
696


$
4,580Income taxes


3,878



2,178



(296
)Non-cash investing activities:Liabilities assumed in Harmony acquisition






3,404



Accrued capital expenditures


94



380



420Non-cash financing activities:Net proceeds from initial public offering payable to members










17,329Accrued liability exchanged for options to acquire common stock






640



Capital lease obligations incurred


507








 29




---



##### Table of Contents



DIAMOND
    FOODS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
 July 31, 2007, 2006 and 2005
 (In thousands, except share and per share information)
  (1)
    Conversion
    and Initial Public Offering    (2)
    Organization
    and Significant Accounting Policies  Business
    Basis
    of Presentation
  (first-in,
  Use of
    Estimates
 30




---



##### Table of Contents



DIAMOND
    FOODS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Certain
    Risks and Concentrations
    Principles
    of Consolidation
    Cash
    and Cash Equivalents
    Inventories
  (first-in,
  Crop
    Accounting Policy
    Investment
    in CoBank
    Property,
    Plant and Equipment
    Slotting
    and Other Contractual Arrangements
 31




---



##### Table of Contents



DIAMOND
    FOODS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Impairment
    of Long-Lived and Intangible Assets and Goodwill
  Accounting for the Impairment or
    Disposal of Long-lived Assets Goodwill and Other
    Intangible Assets.
    Revenue
    Recognition
    Promotion
    and Advertising Costs
  No. 01-09, Accounting for Consideration Given by a Vendor to a
    Customer.
  Shipping
    and Handling Costs
    Income
    Taxes
 32




---



##### Table of Contents



DIAMOND
    FOODS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Fair
    Value of Financial Instruments
    Foreign
    Currency Hedging
  Derivative Financial Instruments and Hedging.
    At July 31, 2006

$
(36
)Net change on cash flow hedges


0Reclassification to other income


36At July 31, 2007

$
   Stock-Based
    Compensation
  Share-Based
    Payment, Accounting for Stock-Based
    Compensation. Accounting for Stock Issued to
    Employees,
  Adoption
    of SFAS. No. 158
  Employers Accounting for Defined Benefit Pension and
    Other Postretirement Plans.
 33




---



##### Table of Contents



DIAMOND
    FOODS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Recent
    Accounting Pronouncements
  Accounting for
    Uncertainty in Income Taxes  an interpretation of
    FASB Statement 109,
  Fair Value Measurements
  The Fair Value Option for Financial Assets and
    Financial Liabilities 
  No. 06-11 (EITF 06-11). EITF 06-11 EITF 06-11
  (3)
    Stock-Based
    Compensation
 34




---



##### Table of Contents



DIAMOND
    FOODS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Accounting for Stock Issued to Employees.
  Accounting for
    Stock-Based Compensation-Transition and Disclosure, an amendment
    of FASB Statement No. 123 Accounting for Stock-Based Compensation,
  2007


2006Net income, as reported

$
8,433


$
7,336Total stock-based compensation recorded in the statement of
    operations, net of related tax effects


4,401



2,388Total stock-based compensation expense determined under fair
    value based method for all awards, net of related tax effects


(5,748
)


(3,514
)Pro forma net income

$
7,086


$
6,210Net income per common equivalent share:Basic  as reported

$
0.53


$
0.47Basic  pro forma

$
0.45


$
0.40Diluted  as reported

$
0.53


$
0.47Diluted  pro forma

$
0.45


$
0.40     Stock Option Awards:
  2007


2006Average expected life, in years


6



6Expected volatility


30.00
%


27.50
%Risk-free interest rate


4.75
%


4.61
%Dividend rate


0.72
%


0.67
%
 35




---



##### Table of Contents



DIAMOND
    FOODS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Weighted Average


Weighted AverageNumber of


Exercise Price Per


Remaining


AggregateShares


Share


Contractual Life


Intrinsic Value(In thousands)





(In years)


(In thousands)Outstanding at July 31, 2005


1,123


$
17.00Granted


657



18.15Exercised






Cancelled


(132
)


17.44Outstanding at July 31, 2006


1,648



17.43



9.2


$
Granted


117



16.93Exercised


(35
)


16.97Cancelled


(109
)


17.88Outstanding at July 31, 2007


1,621



17.37



8.3


$
226Exercisable at July 31, 2006


341



17.00



9.0


$
Exercisable at July 31, 2007


877



17.18



8.2


$
159       Weighted AverageNumber of


Grant Date FairShares


Value Per Share(In thousands)Nonvested at July 31, 2005


1,123


$
5.18Granted


657



6.13Vested


(341
)


5.18Cancelled


(132
)


5.66Nonvested at July 31, 2006


1,307



5.80Granted


117



5.91Vested


(615
)


5.71Cancelled


(65
)


5.84Nonvested at July 31, 2007


744



5.89
 36




---



##### Table of Contents



DIAMOND
    FOODS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Restricted Stock Awards:
  Weighted AverageNumber of


Grant Date FairShares


Value Per Share(In thousands)Outstanding at July 31, 2005


598


$
17.00Granted


149



18.94Vested


(193
)


17.00Cancelled


(25
)


17.65Outstanding at July 31, 2006


529



17.52Granted


27



16.75Vested


(242
)


17.37Cancelled


(4
)


19.67Outstanding at July 31, 2007


310



17.50       Employee Stock Purchase Plan:
  2007


2006Average expected life, in years


0.75



0.75Expected volatility


29.4
%


27.5
%Risk-free interest rate


4.8
%


4.3
%Dividend rate


0.68
%


0.71
%     (4)
    Earnings
    Per Share
 37




---



##### Table of Contents



DIAMOND
    FOODS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  (5)
    Acquisition
    of Assets of Harmony Foods Corporation    Business
    Combinations.
    Accounts receivable

$
2,563Inventory


4,704Prepaid expenses


203Property, plant and equipment


5,640Customers contracts and related relationships


2,400Trademark and trade names


1,600Goodwill


5,432Liabilities assumed


(3,159
)Purchase price

$
19,383     July 31,2007


2006Goodwill

$
5,432


$
5,077Intangible assets subject to amortization:Customer contracts and related relationships


2,400



2,400Trademarks and trade names


1,600



1,6004,000



4,000Total goodwill and intangible assets

$
9,432


$
9,077
 38




---



##### Table of Contents



DIAMOND
    FOODS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    July 31,2007


2006Goodwill

$
5,432


$
5,077Intangible assets subject to amortization:Customer contracts and related relationships, net of accumulated
    amortization of $150 and $30, for 2007 and 2006, respectively


2,250



2,370Trademarks and trade names, net of accumulated amortization of
    $143 and $29, for 2007 and 2006, respectively


1,457



1,5713,707



3,941Total goodwill and intangible assets, net

$
9,139


$
9,018         Pro
    Forma  Financial Information
    July 31,2006


2005Net sales

$
502,503


$
522,649Net loss

$
(397
)

$
(14,667
)Diluted earnings per share

$
(0.03
)


*     *
    
    As a cooperative association prior to the conversion, Diamond
    had no shares outstanding; therefore earnings per share is not
    meaningful.  (6)
    Notes
    Payable and Long-Term Obligations
 39




---



##### Table of Contents



DIAMOND
    FOODS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      (7)
    Balance
    sheet items    July 31,2007


2006Raw materials and supplies

$
19,653


$
32,484Work in process


14,043



16,148Finished goods


56,923



50,545Total

$
90,619


$
99,177     July 31,2007


2006Accounts payable

$
15,151


$
19,090Accrued salaries and benefits


4,082



4,496Accrued promotion


5,882



3,477Other


1,191



1,308Total

$
26,306


$
28,371   (8)
    Property,
    Plant and Equipment    July 31,2007


2006Land and improvements

$
1,569


$
1,569Buildings and improvements


16,975



16,933Machinery, equipment and software


95,037



86,700Construction in progress


4,221



5,898Total


117,802



111,100Less accumulated depreciation


(83,866
)


(76,809
)Property, plant and equipment, net

$
33,936


$
34,291
 40




---



##### Table of Contents



DIAMOND
    FOODS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  (9)
    Income
    Taxes    Year Ended July 31,2007


2006


2005CurrentFederal

$
4,449


$
688


$
(1,684
)State


218



(167
)


(108
)Deferred


(1,874
)


(1,531
)


(6,593
)Total

$
2,793


$
(1,010
)

$
(8,385
)     Year Ended July 31,2007


2006


2005Federal tax computed at the statutory rate

$
3,929


$
2,214


$
61,044Benefit for payments to members










(66,322
)Stock-based compensation


56



114



Change in valuation allowance


(1,044
)






(19
)Recognition of net deferred tax assets resulting from the
    conversion, net of valuation allowance of $799










(1,912
)State taxes, net of federal impact


211



(3,503
)


(746
)Other items, net


(359
)


165



(430
)Income tax expense (benefit)

$
2,793


$
(1,010
)

$
(8,385
)
 41




---



##### Table of Contents



DIAMOND
    FOODS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    At


At July 31, 2006July 31,





Valuation2007


Gross


Allowance


NetDeferred tax assets:Current:Inventories

$
878


$
873


$



$
873Receivables


228



240







240Accruals


2,475



2,881







2,881Retirement benefits


260











Net operating loss


17



168







168Other


947



416







416Total current


4,805



4,578







4,578Non-current:Enterprise Zone Credits


3,608



3,692







3,692AMT Credits






67







67Retirement benefits


4,705



4,636



(1,044
)


3,592Total non-current


8,313



8,395



(1,044
)


7,351Deferred tax liabilities:Non-current:Retirement benefits


3,013



2,355







2,355Property, plant and equipment


28



157







157Other


350



27







27Total non-current


3,391



2,539







2,539Total deferred income taxes

$
9,727


$
10,434


$
(1,044
)

$
9,390Composed of:Net current deferred income taxes

$
4,805










$
4,578Net long-term deferred income taxes


4,922











4,812Total deferred income taxes

$
9,727










$
9,390       (10)
    Commitments
    and Contingencies
 42




---



##### Table of Contents



DIAMOND
    FOODS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
            2008

$
1,9622009


1,9212010


1,9122011


1,4552012


1,155Thereafter


5,454Total

$
13,859   (11)
    Segment
    Disclosures    2007


2006


2005United States

$
389,230


$
342,369


$
322,461Europe


57,343



57,734



70,526Other


76,012



77,102



69,561Total

$
522,585


$
477,205


$
462,548       2007


2006


2005North American Retail

$
333,117


$
274,879


$
228,522International


112,830



114,781



122,514North American Ingredient/ Food Service


73,822



84,475



107,029Other


2,816



3,070



4,483$
522,585


$
477,205


$
462,548
 43




---



##### Table of Contents



DIAMOND
    FOODS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  (12)
    Valuation
    Reserves and Qualifying Accounts  AmountBeginning


Charged


Charged to


End ofof Period


to Expense


Reserve


PeriodAllowance for Doubtful AccountsYear ended July 31, 2005

$
883


$
196


$
(564
)

$
515Year ended July 31, 2006


515



204



(121
)


598Year ended July 31, 2007


598



(228
)


(22
)


348Deferred Tax Asset Valuation AllowanceYear ended July 31, 2005


264



780







1,044Year ended July 31, 2006


1,044











1,044Year ended July 31, 2007


1,044



(1,044
)






   (13)
    Retirement
    Plans        Pension Benefits


Other BenefitsChange in benefit obligation

2007


2006


2007


2006Benefit obligation at beginning of year

$
32,581


$
34,901


$
5,279


$
10,575Service cost


1,209



2,234



114



253Interest cost


1,763



1,726



310



543Plan participants contributions










178



287Plan amendments


81











Curtailments


(2,556
)










Settlements


(3,191
)










Actuarial loss (gain)


107



(3,417
)


(909
)


(5,756
)Benefits paid


(14,796
)


(2,863
)


(520
)


(623
)Benefit obligation at end of year

$
15,198


$
32,581


$
4,452


$
5,279
 44




---



##### Table of Contents



DIAMOND
    FOODS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Pension Benefits


Other BenefitsChange in plan assets

2007


2006


2007


2006Fair value of plan assets at beginning of year

$
29,046


$
30,522


$



$
Actual return on plan assets


3,114



1,387







Employer contribution


345







342



336Plan participants contributions










178



287Benefits paid


(14,796
)


(2,863
)


(520
)


(623
)Settlements


(3,191
)










Fair value of plan assets at end of year

$
14,518


$
29,046


$



$
Funded status at end of year

$
(680
)

$
(3,535
)

$
(4,452
)

$
(5,279
)     Pension Benefits


Other Benefits2007


2006


2007


2006Noncurrent assets

$
1,792


$
5,857


$



$
Current liabilities










(183
)


(240
)Noncurrent liabilities


(2,472
)


(1,644
)


(4,269
)


(9,645
)$
(680
)

$
4,213


$
(4,452
)

$
(9,885
)     Pension Benefits


Other BenefitsNet loss (gain)

$
1,111


$
(5,061
)Prior service cost (credit)


183



$
1,294


$
(5,061
)       2007


2006Projected benefit obligation

$
2,472


$
2,395Accumulated benefit obligation


1,842



1,556Fair value of plan assets







 45




---



##### Table of Contents



DIAMOND
    FOODS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Pension Benefits


Other BenefitsNet Periodic Benefit Cost / (Income)

2007


2006


2005


2007


2006


2005Service cost

$
1,209


$
2,234


$
2,013


$
114


$
253


$
273Interest cost


1,763



1,726



1,845



310



543



589Expected return on plan assets


(2,236
)


(2,300
)


(2,299
)










Amortization of prior service cost


(57
)


(287
)


(287
)










Amortization of net (gain) loss


499



809



699



(454
)


21



35Net periodic benefit cost / (income)


1,178



2,182



1,971



(30
)


817



897Gain on curtailment of defined benefit plan


(3,039
)


















Loss on settlement of defined benefit plan (1)


5,805



















Total benefit cost / (income)

$
3,944


$
2,182


$
1,971


$
(30
)

$
817


$
897     (1)
    
    Excludes $288 of costs to terminate the plan.      Assumptions
    Pension Benefits


Other Benefits2007


2006


2005


2007


2006


2005Discount rate


6.40
%


5.91
%


5.25
%


6.40
%


6.00
%


5.25
%Rate of compensation increase


5.50



5.50



5.50



N/A



N/A



N/A     Pension Benefits


Other Benefits2007


2006


2005


2007


2006


2005Discount rate


5.91
%


5.25
%


6.00
%


6.00
%


5.25
%


6.00
%Expected long-term return on plan assets


8.00



8.00



8.00



N/A



N/A



N/ARate of compensation increase


5.50



5.50



5.50



N/A



N/A



N/A
 46




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##### Table of Contents



DIAMOND
    FOODS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    2007


2006


2005Health care cost trend rate assumed for next year


11.0
%


8.0
%


8.5
%Rate to which the cost trend rate assumed to decline (the
    ultimate trend rate)


5.0
%


5.0
%


5.0
%Year the rate reaches ultimate trend rate


2020



2013



2013       One


OnePercentage


PercentagePoint


PointIncrease


DecreaseEffect on total of service and interest cost

$
78


$
(62
)Effect on postretirement benefit obligation


625



(518
)   Plan
    Assets
    2007


2006


2005Asset category:Equity securities


73.5
%


78.5
%


75.0
%Debt securities


24.3



20.7



25.0Cash and equivalents


2.2



0.8



0.0Total


100.0
%


100.0
%


100.0
%
 47




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##### Table of Contents



DIAMOND
    FOODS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Cash
    Flows
    Pension


OtherBenefits


Benefits2008

$
338


$
1832009


384



2172010


439



2252011


515



2432012


541



2652013  2017


5,352



1,588   Incremental
    Effect of Applying FASB Statement No. 158 on Individual
    Line Items in the Statement of Financial Position 
    July 31, 2007
  Before





AfterApplication of





Application ofSFAS  No. 158


Adjustments


SFAS No. 158Liability for postretirement benefits

$
8,899


$
(3,767
)

$
5,132Deferred income tax assets


11,264



(1,537
)


9,727Total liabilities


115,669



(4,607
)


111,062Accumulated other comprehensive income


3



2,230



2,233Total stockholders equity


123,111



2,230



125,341   Defined
    Contribution Plan
    (14)
    Restructuring
    and Other Costs, Net
 48




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##### Table of Contents



DIAMOND
    FOODS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  (15)
    Quarterly
    Financial Information (unaudited)  First


Second


Third


FourthQuarter


Quarter


Quarter


QuarterYear ended July 31, 2007Net sales and other revenues

$
169,512


$
143,622


$
97,016


$
112,435Gross margin


27,940



20,341



13,706



16,653Operating expenses


11,067



16,439



21,766



16,753Net income (loss)


9,641



2,030



(4,012
)


774Diluted earnings per share


0.61



0.13



(0.25
)


0.05Diluted shares (in thousands)


15,737



15,772



15,808



15,826Year ended July 31, 2006Net sales and other revenues

$
178,060


$
124,157


$
67,798


$
107,190Gross margin


22,811



18,570



8,428



15,587Operating expenses


15,784



13,291



13,567



15,823Net income (loss)


4,074



3,077



(3,175
)


3,360Diluted earnings per share


0.26



0.20



(0.20
)


0.21Diluted shares (in thousands)


15,634



15,587



15,668



15,722Year ended July 31, 2005Net sales and other revenues

$
172,758


$
112,488


$
79,633


$
97,669Proceeds before operating expense


209,225



12,929



8,736



6,020Operating expenses


17,639



14,661



11,303



11,738Net Proceeds (loss)


191,293



(2,252
)


(3,232
)


(3,013
)
 49




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##### Table of Contents



Item 9.
    Changes
    in and Disagreements with Accountants on Accounting and
    Financial Disclosure    Item 9A.
    Controls
    and Procedures  Rule 13a-15(e)
    Rule 13a-15(f)
  Item 9B.
    Other
    Information    PART III
  Item 10.
    Directors,
    Executive Officers of the Registrant and Corporate
    Governance    Item 11.
    Executive
    Compensation    Item 12.
    Security
    Ownership of Certain Beneficial Owners and Management and
    Related Stockholder Matters    Item 13.
    Certain
    Relationships and Related Transactions, and Director
    Independence    Item 14.
    Principal
    Accounting Fees and Services
 50




---



##### Table of Contents



PART IV
  Item 15.
    Exhibits
    and Financial Statement Schedules    Financial Statements.
              Financial Statement Schedules.
    Exhibits.
    Filed with

Incorporated by ReferenceNumber

Exhibit Title

This 10-K

Form

File No.

Date Filed2
.01

Form of Amended and Restated Agreement and Plan of Conversion



Form S-1

333-123576

July 18, 20052
.02

Asset Purchase and Sale Agreement, dated May 9, 2006, by
    and among Diamond Foods, Inc., GSH Holdings, Inc., Harmony Foods
    Corporation and SPC Partners II, L.P.



Form 8-K/A

000-51439

September 8, 20063
.01

Certificate of Incorporation, as amended



Form S-1

333-123576

July 15, 20053
.02

Restated Bylaws



Form S-1

333-123576

March 25, 20054
.01

Form of Certificate for common stock



Form S-1

333-123576

July 18, 200510
.01

Form of Indemnity Agreement between Registrant and each of its
    directors and executive officers



Form S-1

333-123576

March 25, 200510
.02*

2005 Equity Incentive Plan and forms of stock option agreement,
    stock option exercise agreement and restricted stock purchase
    agreement



Form S-1

333-123576

March 25, 200510
.03*

2005 Employee Stock Purchase Plan and form of subscription
    agreement



Form S-1

333-123576

March 25, 200510
.04*

Diamond Walnut Growers, Inc. 401(k) Plan



Form S-1

333-123576

March 25, 200510
.05*

Diamond Foods, Inc. Annual Bonus Program



Form 8-K

000-51439

October 25, 200510
.06*

Diamond Walnut Growers, Inc. Retirement Restoration Plan



Form S-1

333-123576

March 25, 200510
.07*

Diamond of California Management Pension Plan



Form S-1

333-123576

March 25, 2005
 51




---



##### Table of Contents



Filed with

Incorporated by ReferenceNumber

Exhibit Title

This 10-K

Form

File No.

Date Filed10
.08

Diamond Walnut Growers, Inc. Pension Plan, as restated



Form S-1

333-123576

March 25, 200510
.09*

Employment Agreement, dated March 25, 1997, between
    Registrant and Michael J. Mendes



Form S-1

333-123576

March 25, 200510
.10*

Description of Compensation Arrangement for Gary K. Ford



Form S-1

333-123576

March 25, 200510
.11*

Offer Letter, dated October 11, 2004, for Seth Halio



Form S-1

333-123576

March 25, 200510
.12*

Description of Compensation Arrangement for Samuel J. Keiper



Form S-1

333-123576

March 25, 200510
.13*

Description of Director Compensation Arrangements



Form S-1

333-123576

March 25, 200510
.14

Preferred Securities Purchase Agreement and accompanying
    agreements, dated August 20, 1998, between Registrant, DW
    Capital Trust I and The Prudential Insurance Company of
    America, as amended



Form S-1

333-123576

March 25, 200510
.15

Note Purchase Agreement, dated July 17, 2001, between
    Registrant, Teachers Insurance and Annuity Association of
    America and Connecticut General Life Insurance Company, as
    amended



Form S-1

333-123576

March 25, 200510
.16

Intercreditor Agreement, dated September 11, 2002, between
    Bank of the West and CoBank, ACB



Form S-1

333-123576

March 25, 200510
.17

Master Loan Agreement, dated February 23, 2004, between
    Registrant and CoBank, ACB, as amended



Form S-1

333-123576

March 25, 200510
.18

Credit Agreement, dated December 2, 2004, between
    Registrant and Bank of the West



Form S-1

333-123576

March 25, 200510
.19

Form of Walnut Purchase Agreement



Form S-1

333-123576

May 3, 200510
.20

Trademark Agreement, dated July 1, 2002, between Registrant
    and Blue Diamond Growers



Form S-1

333-123576

March 25, 200510
.21

Rights Agreement, dated as of April 29, 2005, by and
    between Registrant and EquiServe Trust Company, N.A



Form S-1

333-123576

May 3, 200510
.22

Second Amendment to Note Purchase Agreement, dated April 8,
    2005, between Registrant, Teachers Insurance and Annuity
    Association of America and Pru & Co.



Form S-1

333-123576

May 3, 200510
.23

Consent of Bank of the West, dated March 17, 2005, relating
    to Credit Agreement, dated December 2, 2004, between
    Registrant and Bank of the West



Form S-1

333-123576

May 3, 2005
 52




---



##### Table of Contents



Filed with

Incorporated by ReferenceNumber

Exhibit Title

This 10-K

Form

File No.

Date Filed10
.24*

Form of Change of Control and Retention Agreement between
    Registrant and each of its executive officers



Form S-1

333-123576

May 3, 200510
.25

Waiver regarding 7.20% Cumulative Recourse Offered Preferred
    Securities, dated as of June 1, 2005, by Wilmington
    Trust Co., as Property Trustee and Delaware Trustee of the
    DW Capital Trust I, The Prudential Insurance Company of
    America and Diamond Walnut Growers, Inc.



Form S-1

333-123576

July 15, 200510
.26

Amendment of Credit Agreement dated December 2, 2004
    between Registrant and Bank of the West



Form 8-K

000-51439

September 8, 200610
.27

Amendment to Diamond Foods, Inc. Pension Plan



Form 8-K

000-51439

September 20, 200610
.28*

Form of Tax Withholding Agreement



Form 8-K

000-51439

July 20, 200710
.29

Amended Supplements to Master Loan Agreement between Diamond
    Foods, Inc. and CoBank, ACB



Form 8-K

000-51439

March 16, 200710
.30

Amendment to Master Loan Agreement, dated as of March 19,
    2007, between Diamond Foods, Inc. and CoBank, ACB



Form 8-K

000-51439

March 16, 200710
.31

Third Amendment to Credit Agreement, dated as of March 19,
    2007, between Diamond Foods, Inc. and Bank of the West



Form 8-K

000-51439

March 16, 200710
.32

Third Amendment to Note Purchase Agreement, dated as of
    March 19, 2007 between Diamond Foods, Inc. on the one hand,
    and Teachers Insurance and Annuity Association of America and
    Pru & Co. on the other hand.



Form 8-K

000-51439

March 16, 200710
.33*

Form of Stock Withholding Agreement



Form 8-K

000-51439

January 10, 200721
.01

List of Subsidiaries



Form S-1

333-123576

March 25, 200523
.01

Consent of Independent Registered Public Accounting Firm

X23
.02

Consent of Curcio Webb

X31
.01

Certification of Chief Executive Officer

X31
.02

Certification of Chief Financial Officer

X32
.01

Section 1350 Certifications of Chief Executive Officer and
    Chief Financial Officer

X    *
    
    Indicates management contract or compensatory plan or arrangement
 53




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##### Table of Contents



SIGNATURES
    DIAMOND FOODS, INC.
  By:
    /s/Seth
    Halio  Seth Halio
  Chief Financial Officer
    Name

Title

Signature Date/s/  Michael
    J. MendesMichael
    J. Mendes

President and Chief Executive Officer and Director (principal
    executive officer)

October 11, 2007/s/  Seth
    HalioSeth
    Halio

Executive Vice President, Chief Financial Officer (principal
    financial officer and principal accounting officer)

October 11, 2007/s/  Laurence
    M. BaerLaurence
    M. Baer

Director

October 11, 2007/s/  John
    J. GilbertJohn
    J. Gilbert

Director

October 11, 2007/s/  Robert
    M. LeaRobert
    M. Lea

Director

October 11, 2007/s/  Dennis
    MussellDennis
    Mussell

Director

October 11, 2007/s/  Steven
    M. NeilSteven
    M. Neil

Director

October 11, 2007/s/  Joseph
    P. SilveiraJoseph
    P. Silveira

Director

October 11, 2007/s/  Glen
    C. Warren, Jr.Glen
    C. Warren, Jr.

Director

October 11, 2007/s/  Robert
    J. ZollarsRobert
    J. Zollars

Director

October 11, 2007
 54




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##### Table of Contents



EXHIBIT INDEX
  ExhibitNumber

Exhibit Description23
.01

Consent of Independent Registered Public Accounting Firm23
.02

Consent of Curcio Webb31
.01

Certification of Chief Executive Officer31
.02

Certification of Chief Financial Officer32
.01

Section 1350 Certifications of Chief Executive Officer and
    Chief Financial Officer