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UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

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FORM 10-K

(Mark One)

|ý | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ------------------------------------------------------------------------------------

For the fiscal year ended March 2, 2002

OR

|o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------

For the transition period from
 to

Commission File Number 1-6699

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INTERNATIONAL MULTIFOODS CORPORATION(Exact name of registrant as specified in its charter)

Delaware(State or other jurisdiction of incorporation or organization)

41-0871880(IRS Employer Identification No.)110 Cheshire Lane, Suite 300,
Minnetonka, Minnesota(Address of principal executive offices)

55305(Zip Code)


(952) 594-3300(Registrant's telephone number, including area code)

Securities
registered pursuant to Section 12(b) of the Act:

Title of each class

Name of each exchange
on which registeredCommon Stock (par value $.10 per share)

New York Stock ExchangePreferred Stock Purchase Rights

New York Stock Exchange


Securities registered pursuant to Section 12(g) of the Act: None

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 ý    No o

Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant's
knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.    ý

The
aggregate market value of Common Stock, par value $.10 per share, held by non-affiliates of the registrant (see Item 12 hereof) as of May 1, 2002 (based on the closing sale price of
$28.31 per share as reported in the consolidated transaction reporting system on such date) was $530,386,491.

The
number of shares outstanding of the registrant's Common Stock, par value $.10 per share, as of May 1, 2002 was 19,043,069.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant's Annual Report to Stockholders for the fiscal year ended March 2, 2002 are incorporated by reference into Parts I and II.

Portions
of the registrant's Proxy Statement for the Annual Meeting of Stockholders to be held June 21, 2002 are incorporated by reference into Part III.

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PART I

Item 1.    Business.

General

International Multifoods Corporation, incorporated in Delaware in 1969 as the successor to a business founded in 1892, operates food manufacturing businesses in
the United States and Canada and a foodservice distribution business in the United States.

We
manage our businesses through four operating segments: U.S. Consumer Products, U.S. Foodservice Products, Canadian Foods and Multifoods Distribution Group. Financial information for
the last three fiscal years for each of our business segments, which is included in Note 16 to our Consolidated Financial Statements on pages 46 and 47 of our Annual Report to Stockholders for the
fiscal year ended March 2, 2002 ("2002 Annual Report to Stockholders"), is incorporated herein by reference.

U.S. Consumer Products

On November 13, 2001, we acquired thePillsburydessert and specialty products business and the Petevaporated milk and dry creamer business of The Pillsbury Company ("Pillsbury") and the United StatesRobin
Hoodbusiness, theFarmhouseflavored rice and pasta side-dish products business and theLa
Piña,Red BandandSoftasilkretail flour businesses of General
Mills, Inc. ("General Mills") (the "Acquisition"). These acquired businesses comprise our U.S. Consumer Products segment.

Through
our U.S. Consumer Products segment, we market and distribute flour and scratch ingredients, dessert mixes, baking mixes, ready-to-spread frostings, potato mixes, dry breakfast
mixes and syrups primarily under thePillsbury,Martha White,Jim
Dandy,Gladiola,Robin Hood,La
Piña,Red Band,Softasilk,Hungry
JackandIdaho Spudsbrand names for sale through retail channels in the United States. In addition, we market and sell flavored
rice and pasta side-dish products under ourFarmhousebrand name. Products in our portfolio are strong brands in the packaged foods industry, some
having operating histories more than 100 years.

Our Pillsburybranded products currently include 100 stock-keeping units ("SKUs") in seven general subcategories: cake mix,
ready-to-spread frosting, brownie mix, muffin mix, cookie mix, quickbread mix and flour and scratch ingredients. OurMartha Whitebranded products
include 84 SKUs in the three major subcategories of muffin mixes, brownie mixes and scratch ingredients. We also market cornbread mix under theGladiolabrand name and grits under theJim Dandybrand name. We currently market a total of 31 SKUs under theHungry
Jackbrand, including seven pancake mix SKUs, five syrup SKUs and 19 potato mix SKUs. The 19 potato mix SKUs include products across three product lines: core mashed potatoes,
specialty potatoes and mashed potatoes with gravy. We market 11 SKUs in the flour and scratch subcategory under ourRobin Hood, La Piña,Red BandandSoftasilkbrands.
We also market 27 pasta and rice side-dish SKUs under ourFarmhousebrand.

In
connection with the Acquisition, we entered into a retail trademark license agreement pursuant to which Pillsbury has licensed to us the exclusive right to use certain Pillsburytrademarks, including
thePillsbury"barrelhead" and "doughboy" related trademarks, on a
royalty-free basis for an initial term of 20 years, on certain dessert and baking mix and flour products and other baking related products in retail channels in the United States and its territories
and commonwealths, including Puerto Rico. We also have the non-exclusive right to sell covered products bearing these trademarks to stores of United States-based retailers in Mexico and Canada. This
license is renewable by us for unlimited additional 20-year terms on a royalty-free basis after the initial 20-year term.

Also
in connection with the Acquisition, we entered into several agreements with General Mills related to the production of the products of our U.S. Consumer Products segment. Under a
conversion

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plan agreement, General Mills is converting its Toledo, Ohio plant (the "Toledo Plant") for our use. We currently anticipate that this conversion will be completed by November 2002, at which time we
will purchase the Toledo Plant from General Mills. The conversion will be considered complete only if and when a supervisory panel consisting of three members (one appointed by each of us, General
Mills and a third-party trustee appointed by the parties to monitor the conversion) determines that the production lines installed by General Mills in the Toledo Plant meet certain product quality,
cost and efficiency standards when they are operated under normal conditions. The Toledo Plant has approximately 600,000 square feet of production and warehouse space. When the conversion is complete,
we will operate eight production lines in the Toledo Plant, including six production lines for dry mixes and two production lines for ready-to-spread frosting.

Under
a co-pack agreement, General Mills is manufacturing and packaging certain products for our U.S. Consumer Products segment until the conversion is completed. The co-pack agreement
generally requires us to purchase all of our requirements for products covered by the agreement from General Mills unless General Mills is unable to fill our orders or we desire to produce the
products ourselves. Under a transition services agreement, General Mills is providing various transition services to us for the businesses acquired in the Acquisition, including services relating to
raw material procurement and warehousing. General Mills will provide these services to us for varying time periods ranging from 30 days after the closing of the Acquisition for certain services to the
date that the conversion is completed for others. Third party co-packers other than General Mills manufacture and package most of the remaining products of our U.S. Consumer Products segment.

Our
U.S. Consumer Products segment sells its products to supermarket chains, retail wholesalers and other retail channels. Our customers include Fleming Companies, Inc., Kroger Co.,
SuperValu, Inc. and Wal-Mart Stores, Inc. CROSSMARK, Inc., a privately held, nationwide sales and marketing organization, provides retail sales and marketing services for our U.S. Consumer Products
brands. We also employ a direct sales force.

Our
U.S. Consumer Products segment competes in the United States retail food manufacturing industry. OurPillsburyand Martha Whitebrands compete primarily
within the dessert and baking mixes, or DBM, market. This market has remained relatively constant over the past
three years at approximately $1.8 billion of sales and includes mixes for cakes, cookies, brownies, muffins and quickbread, as well as ready-to-spread frosting and ingredients used in scratch baking
such as flour. Within the DBM category, we compete primarily withBetty Crocker, which is produced by General Mills, andDuncan
Hines, which is produced by Aurora Foods. OurHungry Jackbrand competes in three primary market categories: pancake mix,
dehydrated potatoes and table syrup. We compete primarily withAunt Jemima, which is produced by PepsiCo's Quaker Foods segment, in pancake mix and Betty Crockerin dehydrated potatoes.

U.S. Foodservice Products.

Our U.S. Foodservice Products segment produces approximately 1,400 products for retail, wholesale and in-store bakeries and foodservice customers primarily in the
United States. Through this segment, we produce baking mix products, including mixes for breads, rolls, bagels, donuts, muffins, Danishes, cakes, cookies, brownies, bars and pizza crusts, as well as
fillings, icings and frostings. Baking mix products are marketed under ourMultifoods, Pillsburyand Jamcobrands. In addition, we manufacture and market
frozen batters, doughs and desserts under our Multifoods,Gourmet BakerandFantasiabrands. Our
products are marketed through our own direct sales force of sales and technical support personnel, as well as through a network of brokers and bakery distributors, which in turn sell our products to
retail bakers and other customers. Our customers include Ahold USA, Inc., Costco Wholesale Corporation, Dunkin' Donuts, Pizza Hut, Inc. and Wal-Mart Stores, Inc.

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In
connection with the Acquisition, we entered into a foodservice trademark license agreement with Pillsbury under which we have the exclusive right to use certain Pillsburytrademarks, including thePillsbury"barrelhead" and "doughboy" related trademarks, on a
royalty-free basis for seven years after closing on certain non-custom dry mix products in packages of seven pounds or less and non-custom frosting products in packages of 11 pounds or less in
foodservice channels in the United States and its territories and commonwealths, including Puerto Rico, and in certain limited instances and on a non-exclusive basis, Mexico and Canada. This license
is non-renewable.

Our
U.S. Foodservice Products segment encounters significant competition in the bakery products market. We are a leading supplier of baking mixes to foodservice operators and retail and
in-store bakeries in the United States and we compete with several large corporations and regional producers of baking mixes. With respect to frozen bakery products, we compete primarily in the
foodservice and in-store bakery markets with several large corporations and numerous regional suppliers that have select product offerings. We compete on the basis of product quality and uniqueness,
product convenience, brand loyalty, timely delivery and customer service, as well as price.

Canadian Foods.Our Canadian Foods segment consists of our retail and commercial foods businesses in Canada. Canadian Foods
manufactures flour and baking mixes, primarily under theRobin Hoodbrand, and pickles and relish condiments, primarily under the Bick'sbrand for sale
through retail and commercial channels in the United States and Canada. Under agreements with Aurora Foods, we also manufacture,
market and distribute Aurora Foods'Duncan Hinesbrand baking mixes in Canada. More than 40 retail baking mixes are sold in Canada under our Robin Hoodbrand, while retail flour is sold in Canada under theRobin Hood, Golden Temple,Brodie,Cream of the West, and Monarchbrands. In the United States, we sell retail flour under ourGolden Templebrand. We also
sell
hot cereals in Canada under ourRobin Hood,Old Mill,Red
RiverandPuritybrands. In addition, we manufacture and market pickles and relish condiments to consumers in Canada, where our Bick'sbrand is the market leader. We also sell condiments in Canada under theHabitant, Gattuso,Woodman's,Roseand McLaren'slabels.

The
commercial foods business of our Canadian Foods segment produces pickles and relish condiments, baking mix products, wheat flour and oat products for retail, in-store and wholesale
bakeries and foodservice customers in Canada and the United States. Such products are sold primarily under ourRobin Hoodand Bick'sbrands.

The
products of our Canadian Foods segment are marketed primarily through our own sales organization, supported by advertising and other promotional activities. Our customers include
Loblaw Companies Limited, The TDL Group Limited and Sobeys Inc. Our competitors in Canada include both large corporations and regional producers. We compete on the basis of product quality, product
convenience, the ability to identify and satisfy emerging consumer preferences, brand loyalty, timely delivery and customer service, as well as price.

Multifoods Distribution Group

Our Multifoods Distribution Group segment is a distributor of food and related products to the foodservice industry in the United States. Our Multifoods
Distribution Group segment leases or owns a fleet of approximately 490 tractors, 580 trailers and 50 straight trucks, most of which are equipped with an on board computer system from which drivers and
managers obtain delivery performance and route information. We operate 27 distribution centers located nationwide. We also operate 11 cash and carry locations from which customers can make purchases.
No single customer accounts for a significant portion of the segment's sales. Deliveries are made directly to customers, generally once a week, from distribution centers located nationwide. We market
our services and products through our own foodservice and vending sales organizations.

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Our
Multifoods Distribution Group segment is a distributor of food and related products in the United States to independent pizza restaurants and other casual-dining, limited-menu
operators, including sandwich shops, Mexican restaurants, movie theaters, fund-raising groups, commissaries and stadium and recreational concession stands. Our customers include Jack-in-the-Box, Noble
Roman's, Togo's, Quizno's, Schlotzsky's and Subway. We distribute a broad selection of cheeses, meats, snacks, paper goods, cleaning supplies and other products, including pizza ingredients sold under
ourUltimo!brand as well as major national brands.

Our
Multifoods Distribution Group segment is also the only nationwide U.S. vending distributor, serving approximately 13,000 vending and office coffee service operators and other
concessionaires. Our vending distribution customers include American Multi-Cinema, Inc., Aramark, Inc., Compass Group USA, Inc. (Canteen) and Sodexho Operations, LLC. We distribute and sell more than
5,000 food products consisting primarily of candy, snacks, frozen and refrigerated products, pastries, hot beverages and juices. Most of these products are nationally advertised brand products. We
also sell certain products, such as premium ground and whole-bean coffee, hot cocoa, creamer and sugar, under our ownGrindstone Caféprivate label.

Through
our Better Brands, Inc. subsidiary, our Multifoods Distribution Group segment also operates a broadline distribution business in the northeastern United States. Based in Windsor,
Connecticut, this subsidiary distributes a broad selection of food and related products to restaurants and other foodservice operators such as universities and schools, health care institutions and
casinos.

The
distribution business is highly competitive. We compete with several national and regional broadline distributors, regional specialty foodservice distributors and local independent
distributors. While we are the only nationwide vending distributor, we encounter significant competition from regional and local distributors as well as warehouse clubs. We compete on the basis of
competitive pricing, the availability of a wide variety of products, a national distribution network and prompt and accurate delivery of orders. We believe that our pizza expertise, our vending
expertise and the value-
added services we provide our customers (such as merchandising support, special incentive programs and company-sponsored trade shows) differentiate us in part from our competitors.

In
February 2001, we announced that we were exploring strategic alternatives for our Multifoods Distribution Group segment. Our review was delayed during fiscal 2002 as we focused our
efforts on completing the Acquisition and positioning our existing manufacturing operations for future growth. Although we are unable to provide a specific timetable, we expect to complete the review
in fiscal 2003.

Other Information Relating to the Business of Multifoods

Sources of Supply and Raw Materials.With respect to our U.S. Consumer Products, U.S Foodservice Products and Canadian Foods
segments, raw materials generally are available from numerous sources and we believe that we will continue to be able to obtain adequate supplies. In Canada, we minimize risks associated with wheat
market price fluctuations by hedging our wheat and flour inventories, open wheat purchase contracts and open flour sales contracts with wheat futures contracts. In the United States, we also enter
into futures contracts to reduce the risk of price fluctuations on certain anticipated raw material purchases. See Note 8 to the Consolidated Financial Statements which are incorporated by reference
in Part II, Item 8, hereof.

Our
Multifoods Distribution Group segment purchases products directly from numerous manufacturers, processors and independent suppliers. Several of these sources are large corporations
from which we purchase significant quantities of brand name candy and snacks for our vending business and cheese for our foodservice business. Our distribution business is not dependent upon any
single supplier and alternative sources of supply are generally available.

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Trademarks and Other Intellectual Property.We own numerous trademarks, service marks and product formulae which are
important to our businesses. In addition, we use certainPillsburytrademarks, including thePillsbury"barrelhead" and "doughboy" related trademarks, on a royalty-free basis, under the terms of the retail trademark license agreement and the foodservice trademark license agreement described above. The
most significant trademarks and service marks are identified by appearing in all italicized letters above. Most of our trademarks and service marks are registered.

Seasonality.Our U.S. Consumer Products, U.S. Foodservice Products and Canadian Foods segments experience some seasonality of
their businesses due to increased demand for their products during the
fall and holiday baking seasons. As a result, sales volumes of the U.S. Consumer Products, U.S. Foodservice Products and Canadian Foods segments are generally higher during our fiscal third quarter.
Our Multifoods Distribution Group segment does not experience material seasonal variations in its sales volumes.

Environmental Regulation.Our facilities in the United States and Canada are subject to federal, state, provincial and local
environmental laws and regulations. Compliance with these provisions has not had, and we do not expect such compliance to have, any material adverse effect upon our capital expenditures, net earnings
or competitive position.

On
January 15, 1998, VIP's Industries, Inc. ("VIP's") filed a third-party complaint against us in the Circuit Court of Linn County, Oregon. The third-party complaint alleges that we,
through our former subsidiary Crown Industries, Inc. ("Crown"), caused the environmental contamination of certain real property, and the groundwater beneath the real property, located in Albany,
Oregon. At the time of our acquisition of Crown in 1976, Crown owned the subject real property and leased it to an operator of a retail gasoline service station. We sold the subject real property in
1981. The claims asserted by VIP's and the original plaintiffs in the lawsuit have been settled. However, crossclaims made by Ultramar, Inc., another defendant in the lawsuit, are continuing. Ultramar
has alleged that we are strictly liable under Oregon law for costs of removal of contamination and remediation of real property adjacent to the VIP's real property. The Ultramar real property was also
owned by Crown at the time of our acquisition of Crown and was sold by us in 1981 at the same time we sold the VIP's real property. Ultramar is seeking contribution for its costs of remedial action
related to the contamination of its real property and the groundwater beneath the real property, which costs are claimed by Ultramar to be as much as $8.8 million. We believe that we have sustainable
defenses to the claims asserted by Ultramar and we are vigorously defending the lawsuit. The lawsuit is currently scheduled for trial in June 2002. In addition, we have tendered defense of the lawsuit
to our insurance carriers during the period of time at issue in the lawsuit. Liberty Mutual Insurance Co., our primary insurance carrier during such period, has accepted defense of the lawsuit but has
advised us that it will not indemnify Multifoods for liability arising from the claims asserted in the lawsuit. We continue to believe that the claims asserted in the Ultramar lawsuit are covered by
our insurance policies. Therefore, we have commenced a lawsuit in the Circuit Court of Multnomah County, Oregon against Liberty Mutual and another insurer, TIG Insurance Co., to enforce coverage under
our policies with these insurers for any liability arising from claims asserted in the Ultramar lawsuit.

Employees.As of March 2, 2002, we and our subsidiaries had 4,680 employees.

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Cautionary Statement Relevant to Forward-Looking Information

This Report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. In addition, we may from time to time
make written and oral forward-looking statements. These forward-looking statements are based on current expectations or beliefs, including, but not limited to, statements concerning our operations and
financial performance and condition. For this purpose, statements that are not statements of historical fact may be deemed to be forward-looking statements. We caution that these statements by their
nature involve risks and uncertainties, and actual results may differ materially depending on a variety of important factors, including, among others, successful completion of the integration of the
businesses acquired in the Acquisition; reliance on General Mills to provide material transition and co-pack services to our U.S. Consumer Products segment, including the conversion of the Toledo
Plant for our use; the results of our review of strategic alternatives for Multifoods Distribution Group; the impact of competitive products and pricing; changes in consumer preferences and tastes or
perceptions of health-related issues; effectiveness of advertising or market-spending programs; market or weather conditions that may affect the costs of grain, cheese, other raw materials, fuel and
labor; changes in laws and regulations; fluctuations in interest rates; the inability to collect on a $6 million insurance claim related to the theft of product in St. Petersburg, Russia; fluctuations
in foreign exchange rates; risks commonly encountered in international trade; and other factors as may be discussed in our reports filed with the Securities and Exchange Commission.

Item 2.    Properties.

Our principal executive offices are located in Minnetonka, Minnesota in leased office space. Several of our subsidiaries also own or lease office space. We
operate numerous processing and distribution facilities throughout the United States and Canada. We believe that our facilities are suitable and adequate for current production or distribution
volumes. The following is a description of our properties as of March 2, 2002.

U.S. Consumer Products

As discussed in Item 1 above, under our conversion plan agreement with General Mills, General Mills is converting its Toledo Plant for our use. We currently
anticipate that this conversion will be completed by November 2002, at which time we will purchase the Toledo Plant from General Mills. The Toledo Plant has approximately 600,000 square feet of
production and warehouse space. When the conversion
is complete, we will operate eight production lines in the Toledo Plant, including six production lines for dry mixes and two production lines for ready-to-spread frosting.

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U.S. Foodservice Products and Canadian Foods

We manufacture the products of our U.S. Foodservice Products and Canadian Foods segments in 17 owned and leased processing facilities across the United States and
Canada, as described in the following table:

|Location                  |  | Primary Products              |  | Size         |  | Owned/Leased 
|------------------------- |  | ----------------------------- |  | ------------ |  | -------------
|Bonner Springs, Kansas    |  | Bakery Mix/Frozen Bakery      |  | 100,000 s.f. |  | Owned        
|Burlington, Ontario       |  | Bakery Mix                    |  | 65,000 s.f.  |  | Owned        
|Burnaby, British Columbia |  | Frozen Bakery                 |  | 15,000 s.f.  |  | Leased       
|Burnaby, British Columbia |  | Frozen Bakery                 |  | 32,800 s.f.  |  | Leased       
|Delhi Township, Ontario   |  | Pickle Tank Farm              |  | 15 acres     |  | Owned        
|Dunnville, Ontario        |  | Pickles and Relish Condiments |  | 98,300 s.f.  |  | Owned        
|Elyria, Ohio              |  | Bakery Mix                    |  | 56,400 s.f.  |  | Owned        
|La Mirada, California     |  | Bakery Mix                    |  | 100,860 s.f. |  | Leased       
|Lockport, New York        |  | Bakery Mix                    |  | 89,300 s.f.  |  | Owned        
|Malden, Massachusetts     |  | Bakery Fillings               |  | 12,000 s.f.  |  | Leased       
|Montreal, Quebec          |  | Flour Mill                    |  | 203,000 s.f. |  | Owned        
|Montreal, Quebec          |  | Bakery Mix                    |  | 48,500 s.f.  |  | Owned        
|Pt. Colborne, Ontario     |  | Flour Mill                    |  | 330,000 s.f. |  | Owned/Leased*
|Saskatoon, Saskatchewan   |  | Flour & Oat Mill/ Bakery Mix  |  | 230,000 s.f. |  | Owned        
|Sedalia, Missouri         |  | Frozen Bakery                 |  | 48,500 s.f.  |  | Owned        
|Simcoe, Ontario           |  | Frozen Bakery                 |  | 65,000 s.f.  |  | Owned        
|Winnipeg, Manitoba        |  | Frozen Bakery                 |  | 72,000 s.f.  |  | Owned        

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Our
U.S. Consumer Products, U.S. Foodservice Products and Canadian Foods segments also operate two research and development laboratories.

Multifoods Distribution Group

We own 12 and lease 15 distribution centers aggregating approximately 2.77 million square feet for our Multifoods Distribution Group segment. These distribution
centers are located in Tempe, Arizona; Anaheim, Fremont, Livermore, Modesto and Ontario, California; Denver, Colorado; Windsor, Connecticut; Kissimmee, Florida; Austell, Georgia; Woodridge, Illinois;
Indianapolis, Indiana; Shawnee, Kansas; Louisville, Kentucky; Belleville, Michigan; Maple Grove and Rice, Minnesota; Springfield, Missouri; Parsippany and Swedesboro, New Jersey; Greensboro, North
Carolina; Twinsburg, Ohio; Portland, Oregon; Memphis, Tennessee; and Dallas(2) and Houston, Texas.

Our
distribution business also operates 11 cash-and-carry distribution locations, which are separate from our other distribution centers.

Item 3.    Legal Proceedings.

Neither Multifoods nor any of its subsidiaries is a party to any legal proceeding that is material to the business or financial condition of Multifoods. See the
information under the heading "Other Information Relating to the Business of MultifoodsEnvironmental Regulation" in Item 1 above for a description of environmental matters in which
Multifoods is involved.

Item 4.    Submission of Matters to a Vote of Security Holders.

No matters were submitted to a vote of security holders of Multifoods during the fourth quarter of the fiscal year ended March 2, 2002.

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EXECUTIVE OFFICERS OF MULTIFOODS.

The information contained in Item 10 in Part III hereof under the heading "Executive Officers of Multifoods" is incorporated by reference in Part I of this
Report.

PART II

Item 5. Market for Registrant's Common Equity and Related Stockholder Matters.

Our Common Stock is listed on the New York Stock Exchange. The high and low sales prices for our Common Stock as reported in the consolidated transaction
reporting system and the amount of the cash dividends paid on our Common Stock for each quarterly period within the two most recent fiscal years, shown in Note 17 to our Consolidated Financial
Statements on pages 48 and 49 of the 2002 Annual Report to Stockholders, are incorporated herein by reference.

As
of May 1, 2002, there were 3,998 holders of record of our Common Stock.

Item 6.    Selected Financial Data.

The information for fiscal years 1998 through 2002 in the "Five-Year Comparative Summary" on page 21 of the 2002 Annual Report to Stockholders under the headings
"Consolidated Summary of Operations," "Year-End Financial Position" and "Dividends Paid" is incorporated herein by reference. The information contained in Note 2 ("Businesses Acquired"), Note 3
("Discontinued Operations") and Note 5 ("Unusual Items") to Multifoods's Consolidated Financial Statements on pages 36 through 38 of the 2002 Annual Report to Stockholders is also incorporated herein
by reference.

Item 7.    Management's Discussion and Analysis of Financial Condition and Results of Operations.

The information under the heading "Management's Discussion and Analysis" on pages 22 through 29 of the 2002 Annual Report to Stockholders is incorporated herein
by reference.

Item 7A.    Quantitative and Qualitative Disclosures About Market Risk.

The section under the heading "Management's Discussion and Analysis" entitled "Market Risk Management" on page 29 of the 2002 Annual Report to Stockholders is
incorporated herein by reference.

Item 8.    Financial Statements and Supplementary Data.

Multifoods' Consolidated Financial Statements as of March 2, 2002 and March 3, 2001, and for each of the fiscal years in the three-year period ended March 2,
2002, the Notes to Multifoods' Consolidated Financial Statements and the Report of Independent Auditors on pages 30 through 50 of the 2002 Annual Report to Stockholders are incorporated herein by
reference.

Item 9.    Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

None.

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PART III

Item 10.    Directors and Executive Officers of the Registrant.

The section under the heading "Election of Directors" on pages 5 through 10 and the section entitled "Section 16(a) Beneficial Ownership Reporting Compliance" on
page 22 of the Proxy Statement of International Multifoods Corporation dated May 17, 2002 ("2002 Proxy Statement") are incorporated herein by reference.

Executive Officers of Multifoods

The following sets forth the name, age and business experience for at least the past five years of each of our executive officers as of May 1, 2002. Unless
otherwise noted, the positions described are positions with Multifoods or its subsidiaries.

|Name               |  | Age |  | Positions Held                                                                                                                                                                                                           |  | Period                                            
|------------------ |  | --- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | --------------------------------------------------
|Gary E. Costley    |  | 58  |  | Chairman of the Board and
    Chief Executive Officer
Chairman of the Board,
    President and Chief
    Executive Officer
Dean of the Babcock
    Graduate School of
    Management at Wake
    Forest University       |  | November 2001 to present
1997 to 2001
1995 to 1996
|Frank W. Bonvino   |  | 60  |  | Senior Vice President, General
    Counsel and Secretary
Vice President, General
    Counsel and Secretary                                                                                                               |  | November 2001 to present
1992 to 2001             
|John E. Byom       |  | 48  |  | Vice PresidentFinance and
    Chief Financial Officer
President, U.S. Foods
Vice PresidentFinance,
    North America Foods                                                                                             |  | March 2000 to present
1999 to 2000
1995 to 1999   
|Randall W. Cochran |  | 48  |  | Vice President, Supply Chain
Vice President, Manufacturing
    Effectiveness, the Kellogg
    Company (food
    manufacturer)
Vice President, Operations,
    Convenience Foods
    Division of the
    Kellogg Company  |  | January 2002 to present
1998-2001
1993- 1998      
|Ralph P. Hargrow   |  | 50  |  | Vice President, Human
    Resources and
    Administration
Vice President, Human
    Resources
Senior Vice President
    Human Resources
    & Administration of
    Rollerblade, Inc.
    (in-line skate manufacturer) |  | June 2000 to present
1999 to 2000
1994 to 1998    
|                   |  |     |  |                                                                                                                                                                                                                          |  |                                                   

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|Dennis R. Johnson |  | 50 |  | Vice President and Controller,
    and Vice President
    Finance and Chief
    Financial Officer,
    Multifoods Distribution
    Group
Vice President and Controller                                                                         |  | June 2000 to present
1995 to 2000                     
|----------------- |  | -- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------------------------------------
|Gregory J. Keup   |  | 43 |  | Vice President and Treasurer
Assistant Treasurer                                                                                                                                                                                                |  | March 2000 to present
1996 to 2000                    
|Daryl R. Schaller |  | 58 |  | Vice President, Research and
    Development
Food Industry Consultant
Senior Vice President,
    Scientific Affairs,
    the Kellogg Company (food
    manufacturer)                                                                            |  | November 2001 to present
1997-2001
1994-1997          
|Jill W. Schmidt   |  | 43 |  | Vice President,
    Communications and
    Investor Relations
Vice President,
    Communications                                                                                                                                                |  | March 2000 to present
1997 to 2000                    
|Dan C. Swander    |  | 58 |  | President and Chief Operating
    Officer
Principal, Swander Pace & Co.
    and Member, KSA
    Worldwide (consultants
    to the food, packaged goods
    and retailing industries)
Chairman and Managing
    Director, Swander Pace &
    Co. |  | November 2001 to present
2000-2001
1987-2000          
|Donald H. Twiner  |  | 61 |  | Vice President and President,
    Robin Hood Multifoods Inc.
President, Robin Hood
    Multifoods Inc.                                                                                                                                          |  | June 1999 to present
1997 to 1999                     
|James H. White    |  | 37 |  | Vice President and President,
    U.S. Consumer Products
Category Vice President, The
    Pillsbury Company
    (food manufacturer)
Business Vice President, The
    Pillsbury Company
Business Team Leader, The
    Pillsbury Company          |  | November 2001 to present
1999-2001
1998-1999
1996-1998
|                  |  |    |  |                                                                                                                                                                                                                                                 |  |                                                       

11

---

|Michael J. Wille |  | 42 |  | Vice President and President,
    Multifoods Foodservice
    Products Division
Vice President Marketing,
    North American
    Institutional Division,
    Ecolab, Inc. (cleaning
    supplies and equipment)
Cargill Foods Group
    Marketing and Sales
    Director, Cargill, Inc. (food
    manufacturer) |  | December 2001 to present
2000-2001
1992-2000    
|---------------- |  | -- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------------------------------
|Robert S. Wright |  | 55 |  | Senior Vice President and
    President, U.S. Foodservice
    Operations and Multifoods
    Distribution Group
Senior Vice President and
    President, U.S. Foodservice
    Operations
Vice President and President,
    North America Foods                                                                  |  | August 2000 to present
1999 to 2000
1995 to 1999

The
executive officers of Multifoods are elected annually by the Board of Directors with the exception of the Presidents of our business units, who hold appointed
offices.

Item 11.    Executive Compensation.

The section under the heading "Election of Directors" entitled "Compensation of Directors" on pages 9 and 10 and the section entitled "Executive Compensation" on
pages 14 through 20 of the 2002 Proxy Statement are incorporated herein by reference.

Item 12.    Security Ownership of Certain Beneficial Owners and Management.

The section entitled "Security Ownership of Certain Beneficial Owners and Management" on pages 3 through 5 of the 2002 Proxy Statement is incorporated herein by
reference.

For
purposes of computing the market value of our Common Stock held by non-affiliates of Multifoods on the cover page of this Report, all executive officers and directors of Multifoods
are considered to be affiliates of Multifoods. This does not represent an admission by us or any such person as to the affiliate status of such person.

Item 13.    Certain Relationships and Related Transactions.

The section under the heading "Security Ownership of Certain Beneficial Owners and Management" entitled "Certain Relationships and Related Transactions" on page 5
of the 2002 Proxy Statement is incorporated herein by reference.

12

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PART IV

Item 14.    Exhibits, Financial Statement Schedules and Reports on Form 8-K.



1.    Financial Statements

The following consolidated financial statements of International Multifoods Corporation and subsidiaries and the Report of Independent Auditors thereon, included
in the 2002 Annual Report to Stockholders, are incorporated by reference in Part II, Item 8, hereof:

Consolidated Statements of EarningsYears ended
    March 2, 2002, March 3, 2001 and February 29, 2000Consolidated Balance SheetsMarch 2, 2002 and March 3, 2001Consolidated Statements of Cash FlowsYears ended
    March 2, 2002, March 3, 2001 and February 29, 2000Consolidated Statements of Shareholders' EquityYears ended
    March 2, 2002, March 3, 2001 and February 29, 2000Notes to Consolidated Financial StatementsReport of Independent Auditors


2.    Financial Statement Schedules

The consolidated financial statement schedule of International Multifoods Corporation and subsidiaries and the Independent Auditors' Report thereon required to be
filed as part of this Report are listed below and are included at the end of this Report.

Independent Auditors' ReportSchedule IIValuation and Qualifying Accounts


All
other schedules for which provision is made in the applicable accounting regulations of the Securities and Exchange Commission are not required under the related instructions or are
inapplicable and, therefore, have been omitted.

3.    Exhibits

|    |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3.1 |  | Restated Certificate of Incorporation of International Multifoods Corporation, as amended to date (incorporated herein by reference to Exhibit 3.1 to Multifoods' Annual Report on Form 10-K for the fiscal year ended
February 28, 1993).                                                                                                                                                                                                                                                                                                               
|3.2 |  | Bylaws of International Multifoods Corporation, as amended to date (incorporated herein by reference to Exhibit 3.2 to Multifoods' Annual Report on Form 10-K for the fiscal year ended February 29, 2000).                                                                                                                                                                                                                                                                                                                                              
|4.1 |  | Credit Agreement, dated as of September 28, 2001, among International Multifoods Corporation, Robin Hood Multifoods Inc., the several lenders from time to time parties thereto, Rabobank International, as Documentation Agent, U.S. Bank National
Association and UBS Warburg LLC, as Syndication Agents, and Canadian Imperial Bank of Commerce, as U.S. Administrative Agent and Canadian Administrative Agent (incorporated herein by reference to Exhibit 4.1 to Multifoods' Quarterly Report on Form
10-Q for the quarter ended December 1, 2001).
|4.2 |  | Fiscal Agency Agreement, dated as of December 17, 2001, among International Multifoods Corporation, as Issuer, Diageo plc, as Guarantor, JP Morgan Chase Bank, as Fiscal Agent and Principal Paying Agent, and J.P. Morgan Bank Luxembourg S.A., as Paying
Agent (incorporated herein by reference to Exhibit 4.1 to Multifoods' Quarterly Report on Form 10-Q for the quarter ended December 1, 2001) .                                                                                                                                                 
|    |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          

13

---

|4.3   |  | Certificate of Designations of Series A Junior Participating Preferred Capital Stock of International Multifoods Corporation (incorporated herein by reference to Exhibit 4.7 to Multifoods' Annual Report on Form 10-K for the fiscal year ended March 3,
2001).                                                                                                                                                                     
|----- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |  | Multifoods hereby agrees to furnish to the Securities and Exchange Commission upon request copies of all other instruments defining the rights of holders of long-term debt of International Multifoods Corporation and its consolidated
subsidiaries.                                                                                                                                                                                
|10.1  |  | Share Rights Agreement, dated as of September 15, 2000, between International Multifoods Corporation and Wells Fargo Bank Minnesota, N.A., as Rights Agent (incorporated herein by reference to Exhibit 1 to Multifoods' Registration Statement on Form
8-A dated September 22, 2000).                                                                                                                                                
|10.2  |  | 1997 Stock-Based Incentive Plan of International Multifoods Corporation, as amended, (incorporated herein by reference to Exhibit 10.2 to Multifoods' Annual Report on Form 10-K for the fiscal year ended February 28, 1997, Exhibit 10.3 to Multifoods'
Annual Report on Form 10-K for the fiscal year ended February 28, 1998 and Exhibit 10.3 to Multifoods' Annual Report on Form 10-K for the fiscal year ended March 3, 2001).*
|10.3  |  | Amended and Restated 1989 Stock-Based Incentive Plan of International Multifoods Corporation (incorporated herein by reference to Exhibit 10.1 to Multifoods' Quarterly Report on Form 10-Q for the quarter ended August 31, 1993).*                                                                                                                                                                                                  
|10.4  |  | 1986 Stock Option Incentive Plan of International Multifoods Corporation (incorporated herein by reference to Exhibit 4 to Multifoods' Registration Statement on Form S-8 (Registration No. 33-6223)).*                                                                                                                                                                                                                               
|10.5  |  | Management Incentive Plan of International Multifoods Corporation, Amended and Restated as of March 1, 1998 (incorporated herein by reference to Exhibit 10.7 to Multifoods' Annual Report on Form 10-K for the fiscal year ended February 28,
1998).*                                                                                                                                                                                
|10.6  |  | First Amendment to Management Incentive Plan of International Multifoods Corporation, as Amended and Restated as of March 1, 1998.*                                                                                                                                                                                                                                                                                                   
|10.7  |  | Management Benefit Plan of International Multifoods Corporation, Restated Effective January 1, 1997, as further amended (incorporated herein by reference to Exhibit 10.7 to Multifoods' Annual Report on Form 10-K for the fiscal year ended
February 28, 1997 and Exhibit 10.10 to Multifoods' Annual Report on Form 10-K for the fiscal year ended February 28, 1998).*                                                            
|10.8  |  | Trust Agreement, dated July 30, 1987, between International Multifoods Corporation and Norwest Bank Minnesota, National Association, as successor trustee to Bank of America NT and SA, relating to the Management Benefit Plan of International
Multifoods Corporation (incorporated herein by reference to Exhibit 10.11 to Multifoods' Annual Report on Form 10-K for the fiscal year ended February 28, 1993).*                   
|10.9  |  | Compensation Deferral Plan for Executives of International Multifoods Corporation, Amended and Restated as of September 17, 1993, as further amended (incorporated herein by reference to Exhibit 10.5 to Multifoods' Quarterly Report on Form 10-Q for
the quarter ended November 30, 1993 and Exhibit 10.10 to Multifoods' Annual Report on Form 10-K for the fiscal year ended February 28, 1997).*                                
|10.10 |  | Supplemental Deferred Compensation Plan of International Multifoods Corporation, Adopted Effective April 1, 1997 (incorporated herein by reference to Exhibit 10.11 to Multifoods' Annual Report on Form 10-K for the fiscal year ended February 28,
1997).*                                                                                                                                                                          
|      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                       

14

---

|10.11 |  | Employment Agreement, dated as of November 1, 1996, between International Multifoods Corporation and Gary E. Costley, as amended (incorporated herein by reference to Exhibit 10.1 to Multifoods' Quarterly Report on Form 10-Q for the quarter ended
November 30, 1996, Exhibit 10.16 to Multifoods' Annual Report on Form 10-K for the fiscal year ended February 28, 1998 and Exhibit 10.1 to Multifoods' Quarterly Report on Form 10-Q for the quarter ended December 1, 2001).*
|----- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.12 |  | Form of Revised and Restated Severance Agreement between International Multifoods Corporation and each of Multifoods' executive officers, other than Gary E. Costley (incorporated herein by reference to Exhibit 10.2 to Multifoods' Quarterly
Report on Form 10-Q for the quarter ended November 30, 1993).*                                                                                                                                                                      
|10.13 |  | Letter Agreement, dated July 10, 1995, between International Multifoods Corporation and Robert S. Wright regarding benefits arrangements (incorporated herein by reference to Exhibit 10.19 to Multifoods' Annual Report on Form 10-K for the
fiscal year ended February 29, 1996).*                                                                                                                                                                                                
|10.14 |  | Memorandum of understanding, dated March 29, 1996, between International Multifoods Corporation and Robert S. Wright regarding supplemental retirement benefits (incorporated herein by reference to Exhibit 10.20 to Multifoods' Annual Report on Form
10-K for the fiscal year ended February 29, 1996).*                                                                                                                                                                         
|10.15 |  | Memorandum of understanding, dated September 20, 1996, between Frank W. Bonvino and International Multifoods Corporation regarding supplemental retirement benefits (incorporated herein by reference to Exhibit 10.21 to Multifoods' Annual Report on
Form 10-K for the fiscal year ended February 28, 1999).*                                                                                                                                                                     
|10.16 |  | Amendment to Supplemental Retirement Agreement, dated March 23, 2000, between Frank W. Bonvino and International Multifoods Corporation (incorporated herein by reference to Exhibit 10.22 to Multifoods' Annual Report on Form 10-K for the
fiscal year ended February 29, 2000).*                                                                                                                                                                                                 
|10.17 |  | Severance Agreement, dated November 13, 2001, between Dan C. Swander and International Multifoods Corporation.*                                                                                                                                                                                                                                                                                                                                                                     
|10.18 |  | Memorandum of understanding, dated November 13, 2001, between Dan C. Swander and International Multifoods Corporation regarding supplemental retirement benefits.*                                                                                                                                                                                                                                                                                                                  
|10.19 |  | Form of Indemnity Agreement between International Multifoods Corporation and each of Multifoods' executive officers (incorporated herein by reference to Exhibit 10.19 to Multifoods' Annual Report on Form 10-K for the fiscal year ended February 28,
1993).*                                                                                                                                                                                                                     
|10.20 |  | Fee Deferral Plan for Non-Employee Directors of International Multifoods Corporation, Amended and Restated as of September 17, 1993, as further amended (incorporated herein by reference to Exhibit 10.7 to Multifoods' Quarterly Report on Form 10-Q for
the quarter ended November 30, 1993 and Exhibit 10.26 to Multifoods' Annual Report on Form 10-K for the fiscal year ended February 28, 1997).*                                                                           
|10.21 |  | Deferred Income Capital Accumulation Plan for Directors of International Multifoods Corporation, Amended and Restated as of September 17, 1993 (incorporated herein by reference to Exhibit 10.8 to Multifoods' Quarterly Report on Form 10-Q for the
quarter ended November 30, 1993).*                                                                                                                                                                                            
|10.22 |  | Form of Indemnity Agreement between International Multifoods Corporation and each non-employee director of the Company (incorporated herein by reference to Exhibit 10.21 to Multifoods' Annual Report on Form 10-K for the fiscal year ended February 28,
1993).*                                                                                                                                                                                                                  
|      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     

15

---

|10.23 |  | Stock Purchase Agreement, dated as of August 6, 1999, by and between International Multifoods Corporation and Gruma S.A. de C.V. (incorporated herein by reference to Exhibit 2.1 to Multifoods' Current Report on Form 8-K dated August 18,
1999).                                                        
|----- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.24 |  | Amended and Restated Asset Purchase and Sale Agreement, dated as of October 24, 2001, by and among General Mills, Inc., The Pillsbury Company and International Multifoods Corporation (incorporated herein by reference to Exhibit 2.1 to Multifoods'
Current Report on Form 8-K dated November 13, 2001).
|10.25 |  | Closing Agreement, dated November 13, 2001, by and among General Mills, Inc., The Pillsbury Company and International Multifoods Corporation (incorporated herein by reference to Exhibit 2.2 to Multifoods' Current Report on Form 8-K dated November 13,
2001).                                          
|10.26 |  | Retail Trademark License Agreement, dated November 13, 2001, between The Pillsbury Company and International Multifoods Corporation (incorporated herein by reference to Exhibit 10.2 to Multifoods' Quarterly Report on Form 10-Q for the quarter ended
December 1, 2001).                                
|11    |  | Computation of Earnings (Loss) Per Common Share.                                                                                                                                                                                                                                                           
|12    |  | Computation of Ratio of Earnings to Fixed Charges.                                                                                                                                                                                                                                                         
|13    |  | 2002 Annual Report to Stockholders (only those portions expressly incorporated by reference herein shall be deemed filed with the Securities and Exchange Commission).                                                                                                                                     
|21    |  | List of significant subsidiaries of International Multifoods Corporation.                                                                                                                                                                                                                                  
|23    |  | Consent of KPMG LLP.                                                                                                                                                                                                                                                                                       

---



16

---





SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf
by the undersigned, thereunto duly authorized.

|                    |  | INTERNATIONAL MULTIFOODS CORPORATION
|------------------- |  | ------------------------------------
|Dated: May 20, 2002 |  | By:                                 

Pursuant
to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the registrant and in the capacities and on
the dates indicated.

|                                         |  |                                                                                              |  |             
|---------------------------------------- |  | -------------------------------------------------------------------------------------------- |  | ------------
|/s/GARY E. COSTLEYGary E. Costley, Ph.D. |  | Chairman of the Board and Chief Executive Officer (Principal Executive Officer) and Director |  | May 20, 2002
|/s/JOHN E. BYOMJohn E. Byom              |  | Vice PresidentFinance, and Chief Financial Officer (Principal Financial Officer)            |  | May 20, 2002
|/s/DENNIS R. JOHNSONDennis R. Johnson    |  | Vice President and Controller (Principal Accounting Officer)                                 |  | May 20, 2002
|/s/CLAIRE L. ARNOLDClaire L. Arnold      |  | Director                                                                                     |  | May 20, 2002
|/s/JAMES M. JENNESSJames M. Jenness      |  | Director                                                                                     |  | May 20, 2002
|                                         |  |                                                                                              |  |             

17

---

|/s/NICHOLAS L. REDINGNicholas L. Reding |  | Director |  | May 20, 2002
|--------------------------------------- |  | -------- |  | ------------
|/s/JACK D. REHMJack D. Rehm             |  | Director |  | May 20, 2002
|/s/LOIS D. RICELois D. Rice             |  | Director |  | May 20, 2002
|/s/RICHARD K. SMUCKERRichard K. Smucker |  | Director |  | May 20, 2002
|/s/DOLPH W. VON ARXDolph W. von Arx     |  | Director |  | May 20, 2002

18

---

Independent Auditors' Report

The Board of Directors and Shareholders of
International Multifoods Corporation:

Under
date of April 8, 2002, we reported on the consolidated balance sheets of International Multifoods Corporation and subsidiaries as of March 2, 2002 and March 3, 2001, and the related consolidated
statements of earnings, cash flows and shareholders' equity for each of the years in the three-year period ended March 2, 2002, as contained in the 2002 Annual Report to Stockholders. These
consolidated financial statements and our report thereon are incorporated by reference in the Annual Report on Form 10-K for the fiscal year ended March 2, 2002. In connection with our audits of the
aforementioned consolidated financial statements, we also have audited the related consolidated financial statement schedule listed in Item 14. The consolidated financial statement schedule is the
responsibility of the Company's management. Our responsibility is to express an opinion on the consolidated financial statement schedule based on our audits.

In
our opinion, such consolidated financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects,
the information set forth therein.

/s/
KPMG LLP

KPMG
LLP

Minneapolis,
Minnesota
April 8, 2002

---

Schedule II

INTERNATIONAL MULTIFOODS CORPORATION AND SUBSIDIARIES  Valuation and Qualifying Accounts  Three years ended March 2, 2002  (in thousands)

|                                                         |  |   |       | Additions |   |       |  |  
|-------------------------------------------------------- |  | - | ----- | --------- | - | ----- |  | -
|
|                                                         |  |   |       |           |   |       |  |  
|Allowance deducted from assets for doubtful receivables: |  |   |       |           |   |       |  |  
|Year ended March 2, 2002                                 |  | $ | 4,211 |           | $ | 2,977 |  | $
|                                                         |  |   |       |           |   |       |  |  
|Year ended March 3, 2001                                 |  | $ | 4,938 |           | $ | 2,345 |  | $
|                                                         |  |   |       |           |   |       |  |  
|Year ended February 29, 2000                             |  | $ | 3,034 |           | $ | 1,847 |  | $
|                                                         |  |   |       |           |   |       |  |  

---

|          |  |                                                                                                                                                                             
|--------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Note: (a) |  | (Additions)/Deductions include accounts charged off, net of recoveries, and foreign currency translation adjustments, which arise from changes in current rates of exchange.

---

INDEX TO EXHIBITS  TO ANNUAL REPORT ON FORM 10-K OF  INTERNATIONAL MULTIFOODS CORPORATION  FOR THE FISCAL YEAR ENDED MARCH 2, 2002

|3.1  |  | Restated Certificate of Incorporation of International Multifoods Corporation, as amended to date (incorporated herein by reference to Exhibit 3.1 to Multifoods' Annual Report on Form 10-K for the fiscal year ended
February 28, 1993).                                                                                                                                                                                                                                                                                                               
|---- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3.2  |  | Bylaws of International Multifoods Corporation, as amended to date (incorporated herein by reference to Exhibit 3.2 to Multifoods' Annual Report on Form 10-K for the fiscal year ended February 29, 2000).                                                                                                                                                                                                                                                                                                                                              
|4.1  |  | Credit Agreement, dated as of September 28, 2001, among International Multifoods Corporation, Robin Hood Multifoods Inc., the several lenders from time to time parties thereto, Rabobank International, as Documentation Agent, U.S. Bank National
Association and UBS Warburg LLC, as Syndication Agents, and Canadian Imperial Bank of Commerce, as U.S. Administrative Agent and Canadian Administrative Agent (incorporated herein by reference to Exhibit 4.1 to Multifoods' Quarterly Report on Form
10-Q for the quarter ended December 1, 2001).
|4.2  |  | Fiscal Agency Agreement, dated as of December 17, 2001, among International Multifoods Corporation, as Issuer, Diageo plc, as Guarantor, JP Morgan Chase Bank, as Fiscal Agent and Principal Paying Agent, and J.P. Morgan Bank Luxembourg S.A., as Paying
Agent (incorporated herein by reference to Exhibit 4.1 to Multifoods' Quarterly Report on Form 10-Q for the quarter ended December 1, 2001).                                                                                                                                                  
|4.3  |  | Certificate of Designations of Series A Junior Participating Preferred Capital Stock of International Multifoods Corporation (incorporated herein by reference to Exhibit 4.7 to Multifoods' Annual Report on Form 10-K for the fiscal year ended March 3,
2001).                                                                                                                                                                                                                                                                                        
|     |  | Multifoods hereby agrees to furnish to the Securities and Exchange Commission upon request copies of all other instruments defining the rights of holders of long-term debt of International Multifoods Corporation and its consolidated
subsidiaries.                                                                                                                                                                                                                                                                                                   
|10.1 |  | Share Rights Agreement, dated as of September 15, 2000, between International Multifoods Corporation and Wells Fargo Bank Minnesota, N.A., as Rights Agent (incorporated herein by reference to Exhibit 1 to Multifoods' Registration Statement on Form
8-A dated September 22, 2000).                                                                                                                                                                                                                                                                   
|10.2 |  | 1997 Stock-Based Incentive Plan of International Multifoods Corporation, as amended, (incorporated herein by reference to Exhibit 10.2 to Multifoods' Annual Report on Form 10-K for the fiscal year ended February 28, 1997, Exhibit 10.3 to Multifoods'
Annual Report on Form 10-K for the fiscal year ended February 28, 1998 and Exhibit 10.3 to Multifoods' Annual Report on Form 10-K for the fiscal year ended March 3, 2001).*                                                                                                                   
|     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          

---

|10.3  |  | Amended and Restated 1989 Stock-Based Incentive Plan of International Multifoods Corporation (incorporated herein by reference to Exhibit 10.1 to Multifoods' Quarterly Report on Form 10-Q for the quarter ended August 31, 1993).*                                                                                                                                                                                                                                                
|----- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.4  |  | 1986 Stock Option Incentive Plan of International Multifoods Corporation (incorporated herein by reference to Exhibit 4 to Multifoods' Registration Statement on Form S-8 (Registration No. 33-6223)).*                                                                                                                                                                                                                                                                             
|10.5  |  | Management Incentive Plan of International Multifoods Corporation, Amended and Restated as of March 1, 1998 (incorporated herein by reference to Exhibit 10.7 to Multifoods' Annual Report on Form 10-K for the fiscal year ended February 28,
1998).*                                                                                                                                                                                                                              
|10.6  |  | First Amendment to Management Incentive Plan of International Multifoods Corporation, as Amended and Restated as of March 1, 1998.*                                                                                                                                                                                                                                                                                                                                                 
|10.7  |  | Management Benefit Plan of International Multifoods Corporation, Restated Effective January 1, 1997, as further amended (incorporated herein by reference to Exhibit 10.7 to Multifoods' Annual Report on Form 10-K for the fiscal year ended February 28,
1997 and Exhibit 10.10 to Multifoods' Annual Report on Form 10-K for the fiscal year ended February 28, 1998).*                                                                                                          
|10.8  |  | Trust Agreement, dated July 30, 1987, between International Multifoods Corporation and Norwest Bank Minnesota, National Association, as successor trustee to Bank of America NT and SA, relating to the Management Benefit Plan of International
Multifoods Corporation (incorporated herein by reference to Exhibit 10.11 to Multifoods' Annual Report on Form 10-K for the fiscal year ended February 28, 1993).*                                                                 
|10.9  |  | Compensation Deferral Plan for Executives of International Multifoods Corporation, Amended and Restated as of September 17, 1993, as further amended (incorporated herein by reference to Exhibit 10.5 to Multifoods' Quarterly Report on Form 10-Q for
the quarter ended November 30, 1993 and Exhibit 10.10 to Multifoods' Annual Report on Form 10-K for the fiscal year ended February 28, 1997).*                                                                              
|10.10 |  | Supplemental Deferred Compensation Plan of International Multifoods Corporation, Adopted Effective April 1, 1997 (incorporated herein by reference to Exhibit 10.11 to Multifoods' Annual Report on Form 10-K for the fiscal year ended February 28,
1997).*                                                                                                                                                                                                                        
|10.11 |  | Employment Agreement, dated as of November 1, 1996, between International Multifoods Corporation and Gary E. Costley, as amended (incorporated herein by reference to Exhibit 10.1 to Multifoods' Quarterly Report on Form 10-Q for the quarter ended
November 30, 1996, Exhibit 10.16 to Multifoods' Annual Report on Form 10-K for the fiscal year ended February 28, 1998 and Exhibit 10.1 to Multifoods' Quarterly Report on Form 10-Q for the quarter ended December 1, 2001).*
|10.12 |  | Form of Revised and Restated Severance Agreement between International Multifoods Corporation and each of Multifoods' executive officers, other than Gary E. Costley (incorporated herein by reference to Exhibit 10.2 to Multifoods' Quarterly Report on
Form 10-Q for the quarter ended November 30, 1993).*                                                                                                                                                                      
|      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     

2

---

|10.13 |  | Letter Agreement, dated July 10, 1995, between International Multifoods Corporation and Robert S. Wright regarding benefits arrangements (incorporated herein by reference to Exhibit 10.19 to Multifoods' Annual Report on Form 10-K for the fiscal year
ended February 29, 1996).*                                                                                                                     
|----- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.14 |  | Memorandum of understanding, dated March 29, 1996, between International Multifoods Corporation and Robert S. Wright regarding supplemental retirement benefits (incorporated herein by reference to Exhibit 10.20 to Multifoods' Annual Report on Form
10-K for the fiscal year ended February 29, 1996).*                                                                                              
|10.15 |  | Memorandum of understanding, dated September 20, 1996, between Frank W. Bonvino and International Multifoods Corporation regarding supplemental retirement benefits (incorporated herein by reference to Exhibit 10.21 to Multifoods' Annual Report on
Form 10-K for the fiscal year ended February 28, 1999).*                                                                                          
|10.16 |  | Amendment to Supplemental Retirement Agreement, dated March 23, 2000, between Frank W. Bonvino and International Multifoods Corporation (incorporated herein by reference to Exhibit 10.22 to Multifoods' Annual Report on Form 10-K for the fiscal year
ended February 29, 2000).*                                                                                                                      
|10.17 |  | Severance Agreement, dated November 13, 2001, between Dan C. Swander and International Multifoods Corporation.*                                                                                                                                                                                                                                                                                          
|10.18 |  | Memorandum of understanding, dated November 13, 2001, between Dan C. Swander and International Multifoods Corporation regarding supplemental retirement benefits.*                                                                                                                                                                                                                                       
|10.19 |  | Form of Indemnity Agreement between International Multifoods Corporation and each of Multifoods' executive officers (incorporated herein by reference to Exhibit 10.19 to Multifoods' Annual Report on Form 10-K for the fiscal year ended February 28,
1993).*                                                                                                                                          
|10.20 |  | Fee Deferral Plan for Non-Employee Directors of International Multifoods Corporation, Amended and Restated as of September 17, 1993, as further amended (incorporated herein by reference to Exhibit 10.7 to Multifoods' Quarterly Report on Form 10-Q for
the quarter ended November 30, 1993 and Exhibit 10.26 to Multifoods' Annual Report on Form 10-K for the fiscal year ended February 28, 1997).*
|10.21 |  | Deferred Income Capital Accumulation Plan for Directors of International Multifoods Corporation, Amended and Restated as of September 17, 1993 (incorporated herein by reference to Exhibit 10.8 to Multifoods' Quarterly Report on Form 10-Q for the
quarter ended November 30, 1993).*                                                                                                                 
|10.22 |  | Form of Indemnity Agreement between International Multifoods Corporation and each non-employee director of the Company (incorporated herein by reference to Exhibit 10.21 to Multifoods' Annual Report on Form 10-K for the fiscal year ended February 28,
1993).*                                                                                                                                       
|10.23 |  | Stock Purchase Agreement, dated as of August 6, 1999, by and between International Multifoods Corporation and Gruma S.A. de C.V. (incorporated                                                                                                                                                                                                                                                           
|      |  |                                                                                                                                                                                                                                                                                                                                                                                                          

3

---

|      |  | herein by reference to Exhibit 2.1 to Multifoods' Current Report on Form 8-K dated August 18, 1999).                                                                                                                                                                                                       
|----- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.24 |  | Amended and Restated Asset Purchase and Sale Agreement, dated as of October 24, 2001, by and among General Mills, Inc., The Pillsbury Company and International Multifoods Corporation (incorporated herein by reference to Exhibit 2.1 to Multifoods'
Current Report on Form 8-K dated November 13, 2001).
|10.25 |  | Closing Agreement, dated November 13, 2001, by and among General Mills, Inc., The Pillsbury Company and International Multifoods Corporation (incorporated herein by reference to Exhibit 2.2 to Multifoods' Current Report on Form 8-K dated November 13,
2001).                                          
|10.26 |  | Retail Trademark License Agreement, dated November 13, 2001, between The Pillsbury Company and International Multifoods Corporation (incorporated herein by reference to Exhibit 10.2 to Multifoods' Quarterly Report on Form 10-Q for the quarter ended
December 1, 2001).                                
|11    |  | Computation of Earnings (Loss) Per Common Share.                                                                                                                                                                                                                                                           
|12    |  | Computation of Ratio of Earnings to Fixed Charges.                                                                                                                                                                                                                                                         
|13    |  | 2002 Annual Report to Stockholders (only those portions expressly incorporated by reference herein shall be deemed filed with the Securities and Exchange Commission).                                                                                                                                     
|21    |  | List of significant subsidiaries of International Multifoods Corporation.                                                                                                                                                                                                                                  
|23    |  | Consent of KPMG LLP.                                                                                                                                                                                                                                                                                       

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*Management
contract or compensatory plan or arrangement required to be filed as an exhibit to Form 10-K pursuant to Item 14(c) of this Report.

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