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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

For the quarterly period ended January 25, 2004

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 an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).    Yes  x    No  ¨

As of February 27, 2004, there were 209,598,119 shares of Common Stock, par value $0.01 per share, outstanding.

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PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

DEL MONTE FOODS COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(In millions, except share and per share data)

See Accompanying Notes to Condensed Consolidated Financial Statements.

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DEL MONTE FOODS COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(In millions, except per share data)

See Accompanying Notes to Condensed Consolidated Financial Statements.

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DEL MONTE FOODS COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In millions)

See Accompanying Notes to Condensed Consolidated Financial Statements.

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DEL MONTE FOODS COMPANY AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the three and nine months ended January 25, 2004

(In millions, except share and per share data)

Note 1. Business and Basis of Presentation

Del Monte Foods Company (“DMFC”, “Del Monte”, or the “Company”) is one of the country’s largest and most well-known producers, distributors and marketers of premium quality, branded and private label food and pet products for the U.S. retail market, with leading food brands, such as Del Monte, StarKist, S&W, Contadina and College Inn, and premier foods and snacks for pets, with brands including 9Lives, Kibbles ‘n Bits, Pup-Peroni, Snausages and Pounce. 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.

Del Monte Corporation (“DMC”) is a direct, wholly-owned subsidiary of DMFC. For reporting purposes, the Company’s businesses are aggregated into two reportable segments: Consumer Products and Pet Products. The Consumer Products reportable segment includes the StarKist Brands and Del Monte Brands operating segments, which manufacture, market and sell branded and private label shelf-stable products, including seafood, fruit, vegetable, tomato, soup, broth and infant feeding products. The Pet Products reportable segment includes the pet products operating segment, which manufactures, markets and sells dry and wet pet food and pet snacks. During the quarter ended January 25, 2004, the Company began accounting for certain assets formerly included in the Pet Products reportable segment, including the IVD and Medi-Cal brands, the Techni-Cal brand in the United States and Canada, related inventories, and a Canadian production facility as discontinued operations. See Note 11 for a discussion of changes to the Company’s reportable segments during the first quarter of fiscal 2004 and see Note 3 for a discussion of discontinued operations.

As discussed in the Company’s annual report on Form 10-K for the year ended April 27, 2003 (the “2003 annual report”), on December 20, 2002 the Company completed the acquisition of certain businesses of H. J. Heinz Company (“Heinz”), including Heinz’s U.S. and Canadian pet food and pet snacks, North American tuna, U.S. retail private label soup and U.S. infant feeding businesses (the “Acquired Businesses”). Del Monte acquired these businesses through the merger (the “Merger”) of its wholly-owned subsidiary with and into SKF Foods Inc. (“SKF”), previously a wholly-owned subsidiary of Heinz. The Merger has been accounted for as a reverse acquisition in which SKF is treated as the acquirer, primarily because Heinz shareholders owned a majority of DMFC common stock upon the completion of the Merger. Following the Merger, SKF changed its name to Del Monte Corporation. As a result, the historical financial statements of SKF, which reflect the operations of the Acquired Businesses while under the management of Heinz, became the historical financial statements of DMFC as of the completion of the Merger. For the periods ended January 25, 2004, the Company’s financial statements reflect the operations of the combined businesses, whereas the results for the periods ended January 29, 2003 reflect the operations of the combined businesses after December 20, 2002, and reflect solely the operations of SKF prior to December 20, 2002.

The Company operates on a 52 or 53-week fiscal year ending on the Sunday closest to April 30. Historically, SKF operated on a 52 or 53-week fiscal year ending the Wednesday closest to April 30. During fiscal 2003, the Company’s year-end was changed from the Wednesday closest to April 30 to the Sunday closest to April 30. The Company also changed its quarterly ending dates from Wednesdays to Sundays, beginning in the fourth quarter of fiscal 2003. The results of operations for fiscal 2004 and 2003 contain 53 and 52 weeks, respectively. The results of operations for the three months ended January 25, 2004 and January 29, 2003 each contains 13 weeks.

The purchase price of $451.0, recorded in connection with the Merger, was allocated based on the fair value of the acquired assets and liabilities. The Company obtained an independent valuation of its property, plant and equipment, trademarks and retirement benefits, and internally determined the fair value of its other assets and liabilities. The purchase price allocation was adjusted during the quarter ended January 25, 2004 affecting the Company’s current liabilities and deferred tax liabilities relating to periods prior to December 20, 2002, which were decreased by $3.3 and $21.7, respectively. As a result of the changes to the purchase price allocation, goodwill has decreased to $122.6 as of January 25, 2004. The purchase price of $451.0 has been calculated as follows:

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The total purchase price of the transaction has been allocated as follows:

The accompanying unaudited condensed consolidated financial statements of Del Monte as of January 25, 2004 and for the three and nine months ended January 25, 2004 and January 29, 2003 have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and notes required by generally accepted accounting principles (“GAAP”) for annual financial statements. In the opinion of management, all adjustments consisting of normal and recurring entries considered necessary for a fair presentation of the results for the interim periods presented have been included. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect reported amounts in the financial statements and accompanying notes. These estimates are based on information available as of the date of the unaudited condensed consolidated financial statements. Therefore, actual results could differ from those estimates. Furthermore, operating results for the three and nine months ended January 25, 2004 are not necessarily indicative of the results expected for the year ending May 2, 2004. These unaudited condensed consolidated financial statements should be read in conjunction with the notes to the financial statements contained in the 2003 Annual Report. All significant intercompany balances and transactions have been eliminated. Certain prior period amounts have been reclassified to conform to the current presentation.

Note 2. Significant Accounting Policies

Stock-based Compensation: Effective at the beginning of fiscal 2004, the Company adopted the fair value recognition provisions of Financial Accounting Standards Board (“FASB”) Statement No. 123, “Accounting for Stock-Based Compensation” (“SFAS 123”) to account for its stock-based compensation. The Company elected the prospective method of transition as permitted by FASB Statement No. 148, “Accounting for Stock-Based Compensation – Transition and Disclosure” (“SFAS 148”). Effective April 28, 2003, future employee stock option grants and other stock-based compensation are expensed over the vesting period, based on the fair value at the time the stock-based compensation is granted. For the stock options granted during the three and nine months ended January 25, 2004, compensation expense recognized was $0.8 and $1.4, respectively. For all other stock-based compensation, compensation expense recognized was $0.6 and $1.5 for the three and nine months ended January 25, 2004, respectively.

In accordance with SFAS 123 and SFAS 148, the following table presents pro forma information for the three and nine months ended January 25, 2004 and January 29, 2003 regarding net income and earnings per share as if the Company had accounted for all of its employee stock options under the fair value method of SFAS 123:

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Inventories: Inventories are stated at the lower of cost or market. The Company uses the first-in, first-out (“FIFO”) and last-in, first-out (“LIFO”) methods to value its inventories. The determination of FIFO or LIFO depends on the production location of the inventories. Each production facility is designated as either a LIFO or FIFO inventory facility. For the LIFO facilities, the Company has established LIFO pools for containers and finished goods inventories. The LIFO reserve balance was a debit balance of $28.1 as of January 25, 2004. There was no LIFO reserve as of April 27, 2003 and no SKF inventories were valued using LIFO prior to December 20, 2002.

Beginning in fiscal 2004, the Company began to produce a portion of its soup inventories in its Mendota, IL facility, an existing LIFO-designated facility. Soup and infant feeding inventories are also produced in the Company’s Pittsburgh, PA facility, which was a FIFO-designated facility. It would not be practical for the Company to value these comparable inventories under different inventory valuation methods. As a result, effective April 28, 2003, the Company changed the designation of its Pittsburgh facility to a LIFO facility and adopted the LIFO valuation method for all of its soup and infant feeding inventories. The Company believes that this is a preferable change in accounting method.

If the Company had used the FIFO method rather than the LIFO method to value its soup and infant feeding inventories, net income for the three and nine months ended January 25, 2004 would have been $0.1 and $1.1 higher than reported, respectively, and would not have had a significant effect on earnings per share for either period.

Property, plant and equipment, net: During the first nine months of fiscal 2004, $28.3 of property, plant and equipment, net was reclassified as assets held for sale as part of prepaid expenses and other current assets, as management believes these assets will be sold within one year from the balance sheet date.

Note 3. Discontinued Operations

During the three months ended January 25, 2004, the Company began accounting for certain assets formerly included in the Pet Products reportable segment, including the IVD and Medi-Cal brands, the Techni-Cal brand in the United States and Canada, related inventories, and a Canadian production facility (the “Discontinued Assets”), as held for sale. Accordingly, these assets and the results of operations and cash flows related to the Discontinued Assets for the current and comparative periods have been separated from continuing operations and presented as those of discontinued operations.

On February 5, 2004, the Company entered into an agreement to sell its rights in the IVD and Medi-Cal brands as well as its rights in the Techni-Cal brand in the United States and Canada, and related inventories, for $82.5. The Company will manufacture certain products for the buyer during a transition period after the sale. The Company will also perform certain transition services for the buyer during agreed-upon post-closing periods. The transaction is expected to be completed upon obtaining regulatory approvals. The remaining Discontinued Assets, primarily consisting of a production facility in Elmira, Canada, are being actively marketed for sale. The Company expects to recognize a small gain as a result of these sales after deducting transaction costs and unrealized foreign currency translation adjustments.

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Net sales from discontinued operations was $24.5 and $21.8 for the three months ended January 25, 2004 and January 29, 2003, respectively. Net sales from discontinued operations was $64.5 and $59.6 for the nine months ended January 25, 2004 and January 29, 2003, respectively.

The following table sets forth the major categories of assets included in assets of discontinued operations:

The $8.1 increase in assets of discontinued operations during the nine months ended January 25, 2004 is primarily a result of foreign exchange fluctuations associated with the Company’s Canadian operations included in discontinued operations.

Note 4. Inventories

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Note 5. Earnings Per Share

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

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

Options outstanding in the amounts of 1,537,940 and 1,779,406 were not included in the computation of diluted earnings per share for the three and nine months ended January 25, 2004, respectively, because inclusion of these options would be antidilutive. Options outstanding in the amounts of 3,193,837 and 1,755,519 were not included in the computation of diluted earnings per share for the three and nine months ended January 29, 2003, respectively, because inclusion of these options would be antidilutive.

For the three and nine months ended January 29, 2003, weighted average shares outstanding were retroactively restated to reflect the number of shares received by Heinz shareholders in the Merger. Stock options previously held by SKF employees, which were converted to DMFC options in accordance with FASB Interpretation No. 44, “Accounting for Certain Transactions involving Stock Compensation (an interpretation of APB Opinion No. 25)” (“FIN 44”) as part of the Merger, have also been retroactively restated to determine the dilutive effect during the prior period based on the weighted average stock prices of DMFC during that period.

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Note 6. Debt

The Company’s debt consists of the following:

The Company borrowed $105.8 and $292.5 from the Revolver during the three and nine months ended January 25, 2004, respectively, of which $258.5 had been repaid by January 25, 2004. As of January 25, 2004, the net availability under the Revolver, adjusted for outstanding letters of credit, was $214.3.

During the three months ended January 25, 2004, the Company made scheduled repayments of $1.7 and €0.1 of Term B Loan principal. During the nine months ended January 25, 2004, the Company made scheduled repayments of $5.0 and €0.3 of Term B Loan principal. The strengthening of the Euro against the U.S. Dollar has resulted in increases of $3.3 and $6.7 in the U.S. Dollar equivalent of the Term B Loan obligation and corresponding foreign currency losses recognized in other expense for the three and nine months ended January 25, 2004, respectively. During the three and nine months ended January 25, 2004, foreign currency losses were completely offset by increases of $3.6 and $7.4, respectively, in the value of a U.S. Dollar-Euro cross currency swap, which was entered into in January 2003.

The 9.25% senior subordinated notes had a face value of $300.0 when they were sold on May 15, 2001. On the date of the Merger, these notes were recorded at fair value, which was $312.0. The $12.0 premium is scheduled to be amortized over the life of the notes at $1.4 per year. For the three and nine months ended January 25, 2004, $0.4 and $1.1 of the recorded premium was amortized through earnings as a reduction to interest expense.

The Company made cash interest payments of $109.0 during the nine months ended January 25, 2004. Prior to the Merger, Heinz performed the treasury function for SKF, which included the sweeping of all available cash and the funding of cash requirements as necessary. These transactions are shown as net parent settlements in the consolidated statement of cash flows for the nine months ended January 29, 2003. Therefore, there was no debt or interest expense allocated to SKF prior to the Merger.

The Company’s credit facilities and indentures contain certain restrictive covenants with which the Company must comply. Included in these covenants are financial tests including minimum fixed charge coverage, minimum interest coverage and maximum total debt ratios. The Company believes that it is in compliance with all such financial covenants as of January 25, 2004. The most restrictive of the financial covenants in the credit agreements is the maximum total debt ratio.

Subsequent Event

On January 30, 2004, the Company completed an amendment of its senior credit facilities, which reduced the interest rate spread for the Revolver and Term B Loan, to 2.50% and 2.25% over LIBOR, respectively. The amendment also contained provisions to

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enhance the Company’s financial flexibility, including, among other things, the removal of prepayment premiums. The existing Term A Loan and Euro denominated Term B Loan were repaid through a corresponding increase in the U.S. Dollar denominated Term B Loan, which totaled $882.8 after completion of amendment.

As of January 30, 2004, scheduled maturities of long-term debt for the succeeding five fiscal years are as follows:

Additionally, within 95 days after the end of each fiscal year beginning with fiscal 2004, the Company is generally required to make a payment under its senior credit facilities equal to 50% of “excess cash flow,” as such term is defined in the senior credit facilities. The Company expects that the amount payable on account of such “excess cash flow” relating to the 2004 fiscal year will be zero, due in part to voluntary prepayments made or expected to be made by the Company with respect to the term loan debt under the senior debt facilities during the 2004 fiscal year.

On February 24, 2004 and March 5, 2004, the Company prepaid a total of $60.0 of Term B Loan principal, bringing the outstanding Term B Loan balance to $822.8. As a result of the unscheduled principal repayments, accelerated amortization of loan origination fees of $1.4 was charged to interest expenses during the fourth quarter of fiscal 2004.

Note 7. Employee Severance Costs

During the first nine months of fiscal 2004, the Company communicated to affected employees that they will be terminated as part of the Merger-related integration of certain business functions. The total expense related to termination benefits for employees with communication dates in the first three quarters of fiscal 2004, is estimated to be $5.0, with $0.7 and $4.6 recognized during the three and nine months ended January 25, 2004, respectively. The remaining $0.4 will be recognized ratably over the related employees’ service periods during the next 12 months. Termination and severance costs of $1.1 and $1.9 were paid out during the three and nine months ended January 25, 2004, respectively. Accrued termination and severance costs totaled $2.7 as of January 25, 2004. Adjustments to the initial accrual were necessary due to changes in the number of employees receiving severance benefits and changes in the estimated severance payouts for certain employees. These termination benefits are expensed as part of selling, general and administrative expense. The Company may incur additional severance costs as it continues to integrate its businesses.

The following table reconciles the beginning and ending accrued termination and severance costs by reportable segment, showing separately the changes in specific components as detailed below:

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Note 8. Comprehensive Income

The following table reconciles net income to comprehensive income:

Note 9. Legal Contingencies

Except as set forth below and in the Company’s quarterly reports on Form 10-Q for the periods ended July 27, 2003 and October 26, 2003, there have been no material developments in the legal proceedings reported in the Company’s Annual Report on Form 10-K for the year ended April 27, 2003.

An action was brought by David Pafford in the California Superior Court for the County of San Francisco on July 25, 2003. The plaintiff alleged that the Company is responsible for personal injuries sustained as a result of an accident that occurred at the Company’s manufacturing facility in Modesto, California. On December 23, 2003, the plaintiff served an initial offer to compromise, pursuant to California Code of Civil Procedure section 998, on Del Monte for compensatory and punitive damages in the amount of $10.0. The Company cannot at this time reasonably estimate a range of exposure, if any, of its potential liability. The Company believes that it has adequate insurance to cover any material compensatory damages that it may incur with respect to this litigation; punitive damages are generally not covered by insurance. The Company disputes the plaintiff’s allegations.

An action was brought by Fleming Companies, Inc., et al., in the United States Bankruptcy Court for the District of Delaware on February 1, 2004. Fleming is seeking a total of $18.0 in alleged preferential transfers, alleged payments due and payable under the terms of the military distribution agreements between the parties, alleged duplicate and overpayments made by Fleming, and deductions to which Fleming alleges it is entitled under various trade promotion programs. The Company previously filed claims against Fleming in the underlying bankruptcy proceeding for amounts owed by Fleming to the Company. The Company believes it has accrued adequate reserves to cover any material liability and bad debt that may result from these proceedings. The Company disputes Fleming’s allegations.

Note 10. Related Party Transactions

Transactions with Heinz and its Affiliates. The Merger has been accounted for as a reverse acquisition in which SKF was treated as the acquirer. As a result, the historical financial statements of SKF, which reflect the operations of the Acquired Businesses while under the management of Heinz, became the historical financial statements of DMFC as of the completion of the Merger. While under Heinz management, costs were charged to the Acquired Businesses for shared-services functions, corporate overhead, health insurance costs and various other expenses. These allocated costs are included in SG&A expense in the consolidated statements of income for the three and nine months ended January 29, 2003.

Transactions with Texas Pacific Group. Through affiliated entities, Texas Pacific Group (“TPG”), a private investment group, was a majority stockholder of DMFC common stock prior to the Merger. During the three months ended July 27, 2003, these affiliated entities, TPG Partners, L.P. and TPG Parallel I, L.P., exercised their right pursuant to the Stockholder Rights Agreement (“Stockholder Rights Agreement”), dated as of June 12, 2002, to request the filing of a shelf registration of DMFC common stock. Under the terms of the Stockholder Rights Agreement, TPG has the right, subject to certain restrictions, to demand that the Company file up to two registration statements to register the resale of DMFC common stock owned by them. On September 9, 2003, the Company filed a shelf registration statement on Form S-3, in accordance with the TPG request, covering 24,341,385 shares of the Company’s common stock held by TPG Partners, L.P. and TPG Parallel I, L.P. On November 21, 2003, the Company filed an amendment to the shelf registration statement on Form S-3, which incorporated the Company’s quarterly report on Form 10-Q for the quarter ended July 27, 2003. On November 25, 2003, the shelf registration statement was declared effective by the Securities and Exchange Commission. On January 14, 2004, the Company, TPG Partners, L.P., TPG Parallel I, L.P. and Goldman, Sachs & Co. entered into an Underwriting Agreement in connection with the sale by TPG Partners, L.P. and TPG Parallel I, L.P. of 12,000,000 shares of the Company’s common stock covered by the shelf registration statement for $10.08 per share. The Company did not receive any proceeds from the sale. To date, the Company has incurred expenses of approximately $0.1 in connection with performing its obligations under the Stockholder Rights Agreement.

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Transactions with Management. In 1998, the Company sold shares of Del Monte Foods Company common stock to certain key employees, including the then executive officers of the Company, under the Del Monte Employee Stock Purchase Plan. The Chief Executive Officer and Chief Operating Officer each paid $0.18 in cash and borrowed an additional equal amount from the Company, under individual secured Promissory Notes, to acquire the stock purchased by each of them under the plan. On November 11, 2003, the Chief Executive Officer and Chief Operating Officer each repaid their loans to the Company in full, including interest thereon in accordance with the terms thereof. Other than the aforementioned loans, there were no outstanding Company loans or advances to any of the Company’s directors or executive officers or members of their immediate families.

Note 11. Segment Information

During the first quarter of fiscal 2004, the Company changed its operating and reportable segments to reflect how the Company manages its business. Previously, the Company had the following five operating segments: Del Monte Brands, seafood, pet food, veterinary pet, and soup and infant feeding. During the first quarter of fiscal 2004, the soup and infant feeding operating segment was merged into the following operating segments: (1) the Del Monte Brands operating segment now additionally includes broth and infant feeding products; and (2) the seafood operating segment (renamed the StarKist Brands operating segment) now additionally includes private label soup products.

Prior to the changes in operating segments, the Company had the following three reportable segments: Consumer Products, Pet Products and Soup and Infant Feeding Products. The Consumer Products reportable segment represented the aggregation of the Del Monte Brands and StarKist Brands operating segments. Subsequent to reorganizing these two operating segments, the Company performed an analysis and concluded that these two operating segments continue to have similar economic characteristics, production processes, customers and distribution methods. Therefore, in accordance with the aggregation criteria of FASB Statement No. 131, “Disclosures about Segments of an Enterprise and Related Information” (“SFAS 131”), the Company will continue to combine these two operating segments into the Consumer Products reportable segment. Prior period segment information has been reclassified to conform to the new presentation.

Additionally, during the second quarter of fiscal 2004, the pet food and veterinary pet operating segments were merged into the pet products operating segment. However, during the third quarter of fiscal 2004, certain assets of the former veterinary pet operating segment were classified as a component of discontinued operations and, therefore, the veterinary pet operating segment’s financial information will no longer be reported as a component of the Pet Products reportable segment. Prior period segment information has been reclassified to conform to the new presentation.

The Company now 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 total 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.

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The following tables present financial information about the Company’s reportable segments:

As of January 25, 2004, the Company’s goodwill was comprised of $215.3 related to the Consumer Products reportable segment and $555.8 related to the Pet Products reportable segment. As of April 27, 2003, the Company’s goodwill was comprised of $240.3 related to the Consumer Products reportable segment and $555.5 related to the Pet Products reportable segment. Non-amortizable goodwill in the Consumer Products reportable segment was decreased by $25.0 during the three months ended January 25, 2004, as a result of adjustments made affecting the Company’s current liabilities and deferred tax liabilities relating to periods prior to December 20, 2002. Non-amortizable goodwill in the Pet Products reportable segment increased by $0.3 during the nine months ended January 25, 2004 as a result of foreign exchange fluctuations related to goodwill associated with the Company’s Canadian retail pet operations.

Refer to Note 7 for accrued termination and severance costs detailed by reportable segment.

Note 12. Financial Information for Subsidiary Issuer and Guarantor and Non-Guarantor Subsidiaries

In December 2002, DMC issued $450.0 of 8.625% Senior Subordinated Notes Due 2012, which were fully and unconditionally guaranteed, jointly and severally, on a subordinated basis by DMFC, and on a senior subordinated basis by all material direct and indirect U.S. subsidiaries of DMC, as defined in the indenture governing the Notes. The issuer and subsidiary guarantors are 100% owned by Del Monte. The Company’s credit agreements generally limit the ability of DMC to make cash payments to the parent company, limiting Del Monte’s ability to pay cash dividends. Presented below are Consolidating Balance Sheets as of January 25, 2004 and April 27, 2003, Consolidating Statements of Income for the three and nine months ended January 25, 2004 and January 29, 2003 and Consolidating Statements of Cash Flows for the nine months ended January 25, 2004 and January 29, 2003 of Del Monte Foods Company (Parent Company), Del Monte Corporation (Issuer), the guarantor subsidiaries (Subsidiary Guarantors) and the subsidiaries that are not guarantors (Subsidiary Non-guarantors).

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CONSOLIDATING BALANCE SHEET

JANUARY 25, 2004